FY2003 10K Exhibit 10.71





                         Exhibit 10.71 



AMENDMENT NUMBER TEN

                  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 TEN is made this 11th
day of March, 2004, 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 extend the Termination Date thereunder to
March 14, 2005 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 Ten,
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 Ten, the Borrower has agreed to pay to the Lender an
additional commitment fee in an amount equal to $750,000, 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 15, 2004, the
definition of Collateral Value in Section 1 of the Loan Agreement is hereby
amended by deleting the word "or" at the end of clause (10), by
changing the "." at the end of section (11) to a ";" and by
adding the following new clauses to the end thereof:

  
(12)if such Mortgage Loan is a HELOC or Second Lien
Mortgage Loan and the inclusion of such Mortgage Loan would cause the weighted
average combined loan-to-value ratio of the HELOC and Second Lien Mortgage Loans
that are subject to this Loan Agreement to exceed 85%; or



(13) if such Mortgage Loan is a HELOC or Second Lien
Mortgage Loan with a FICO score less than 680 and the inclusion of such Mortgage
Loan would cause the Collateral Value of the HELOCs and Second Lien Mortgage
Loans with FICO scores less than 680 to exceed 5% of the Collateral Value of all
HELOCs and Second Lien Mortgage Loans then subject to the terms of this Loan
Agreement;





SECTION 2.Effective as of March 15, 2004, Section
1 of the Loan 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 $175 million at any time;





SECTION 3.Effective as of March 15, 2004, 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 $25 million at any time; and $5 million at any time.d suant to Section
5.01(n))n Escrow Letter has been obtained and the identity of the escrow
agen



SECTION 4.Effective as of March 15, 2004, Section 1
of the Loan 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 5.Effective as of March 15, 2004, Section 1
of the Loan Agreement is hereby amended by deleting the definition of
Termination Date and replacing it with the following:  


"Termination Date" shall mean March 14,
2005, or such earlier date on which this Loan Agreement shall terminate in
accordance with the provisions hereof or by operation of law.





SECTION 6.Effective as of March 15, 2004, 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              1.25%

                   Tranche C Advances              1.125%


SECTION 7.Effective as of March 15, 2004, Subsection 5.01 of the
Loan Agreement is hereby amended by deleting Subsection 5.01(n) and renumbering
Subsection 5.01(o) by changing "(o)" to "(n)."


SECTION 8.Effective as of March 15, 2004, 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) $60,000,000 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.  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 9.Effective as of March 15, 2004, Section
7.01(a)(i) of the Loan Agreement is hereby amended by changing "15
days" to "30 days."



SECTION 10.Effective as of March 15, 2004, Section 7.16
of the Loan Agreement is hereby amended to read in its entirety as follows:


7.16Maintenance of Liquidity. The Borrower shall
insure that, as of the end of each calendar month, it has Cash Equivalents in an
amount of not less than $15,000,000. 







SECTION 11.  Effective as of March 15, 2004, 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 $60,000,000 or such higher amount provided under any other
repurchase, financing, credit or other similar facility entered into by the
Borrower.







SECTION 12.  Effective as of March 15, 2004, 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 $75,000,000 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 $30,000,000 secured by wet loans.







SECTION 13.  Commitment Fee.  In order
to induce the Lender to enter into this Amendment Number Ten with the Borrower,
the Borrower hereby agrees to pay to the Lender a commitment fee equal to
$750,000 to be paid to the Lender on or before April 2, 2004.  Such commitment
fee shall be paid in dollars, in immediately available funds, in accordance with
the Lender's instructions.  

SECTION 14.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 Ten (including all reasonable
fees and out of pocket costs and expenses of the Lender's legal counsel incurred
in connection with this Amendment Number Ten), in accordance with Section 11.03
of the Loan Agreement.



SECTION 15.  Defined Terms.  Any terms capitalized
but not otherwise defined herein shall have the respective meanings set forth in
the Loan Agreement.



SECTION 16.  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 Ten 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 17.  Representations.  In order to
induce the Lender to execute and deliver this Amendment Number Ten, 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 18.  Governing Law. This Amendment
Number Ten 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 19.  Counterparts.  This Amendment
Number Ten 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 Ten 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/  Matt Roberts

 Name:  Matt Roberts

   Title:    CFO


 

GREENWICH CAPITAL FINANCIAL PRODUCTS. INC.

   (Lender)


 

By:       /s/  Anthony Palmisano

   Name:  Anthony Palmisano

   Title:    Senior Vice President