FY2003 10K Exhibit 10.65





                         Exhibit 10.65 



AMENDMENT NUMBER NINE

                  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 NINE is made this 13th
day of November, 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 Agreement to make certain
modifications to definition of Maximum Credit under the Agreement as more
expressly set forth below.

WHEREAS, as of the date of this Amendment Number
Nine, 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 Agreement and is not in default under the
Agreement.

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 13, 2003,
Section 1 of the Agreement is hereby amended by deleting clause (3) to the
definition of Maximum Credit and replacing it with the following: 


(3)    the Maximum Credit for Mortgage Loans which are HELOCs or
Second Lien Mortgage Loans may not exceed $130 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;




SECTION 2.Effective as of November 13, 2003,
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 $60
million at any time and the Maximum Credit for all Mortgage Loans that are not
covered by a Takeout Commitment may not exceed $100 million at any time.





SECTION 3.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 Nine (including all reasonable
fees and out of pocket costs and expenses of the Lender's legal counsel incurred
in connection with this Amendment Number Nine), in accordance with Section 11.03
of the Loan Agreement.

SECTION 4. Defined Terms. Any terms capitalized
but not otherwise defined herein shall have the respective meanings set forth in
the Agreement.

SECTION 5. 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 Nine 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 6. Representations. In order to induce
the Lender to execute and deliver this Amendment Number Nine, 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 7. Governing Law. This Amendment
Number Nine 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 8. Counterparts. This Amendment Number
Nine 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 Nine to be executed and delivered by their duly
authorized officers as of the day and year first above written.


E-LOAN, INC.

   (Borrower)

 

By: /s/ Steven Majerus

   Name:

   Title:

 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC.

   (Lender)

 

By: /s/ Anthony Palmisano

   Name: Anthony Palmisano

   Title: Vice President