12312001 Form 10-K Exhbit 10.161





                                            Exhibit 10.161



SECOND MODIFICATION AND EXTENSION OF LOAN AGREEMENT

AND OTHER LOAN DOCUMENTS BY AND BETWEEN

BANK ONE, NA, AND E-LOAN, INC.



 

This Second Modification and Extension of Loan Agreement
and Other Loan Documents ("Modification Agreement") is entered into as
of April 1, 2002, by and between BANK ONE, NA, a national banking
association with its principal offices in Columbus, Ohio ("Lender")
and E-LOAN, INC., a Delaware corporation, ( "Borrower").



RECITALS:



A.Effective as of April 2, 2001, the Lender and
the Borrower entered into a financing transaction ("Financing
Transaction") evidenced by a Loan Agreement, a Revolving Credit Note and
various other Loan Documents.



B.The Commitment Termination Date of the Financing
Transaction is April 2, 2002.  The Lender has determined to terminate the
Financing Transaction and, by this Modification Agreement, will extend the
Commitment Termination Date to provide the Borrower sufficient time to satisfy
its Obligations to the Lender. The Borrower and the Lender have agreed to the
terms and provisions of this Modification Agreement to provide for an orderly
termination of the Borrower's relationship with Lender under the Financing
Transaction.



C.Accordingly, by this Modification Agreement, the
Lender and the Borrower shall reduce the Commitment, extend the Commitment
Termination Date and modify certain provisions of the Loan Agreement and other
Loan Documents and shall confirm their respective obligations under the Loan
Agreement and other Loan Documents, as modified hereby.  



WHEREAS, in consideration of the mutual covenants
herein, the parties agree as follows:



Incorporation and Cross-Reference.



All of the terms, agreements, conditions, provisions,
covenants and remedies contained in the Loan Agreement and all other Loan
Documents are incorporated herein by this reference and, except as modified by
this Modification Agreement, shall remain in full force and effect in accordance
with their respective terms.  All terms defined in the Loan Agreement and the
Loan Documents shall have the same meaning herein as therein except as otherwise
provided in this Modification Agreement or except as the context of this
Modification Agreement clearly requires or intends otherwise.  The Recitals as
set forth above and this Incorporation and Cross-Reference shall be deemed a
part of this Modification Agreement.



1.Conditions Precedent to Modification
Agreement.  This Modification Agreement shall be effective only upon
compliance with the following conditions precedent, all of which shall be in a
form and substance satisfactory to Lender:



1.1Modification Agreement.  This
Modification Agreement shall have been duly executed and delivered to Lender by
the Borrower.



1.2Proceedings Regarding Authority.
Lender shall have received a copy of the Resolution of the Board of Directors of
the Borrower authorizing: (i) the execution, delivery and performance of this
Modification Agreement, together with a certificate of incumbency identifying
the officer of the Borrower authorized to execute this Modification Agreement
with specimen signature and; (ii) the consummation of the transactions
hereunder; all of the above certified by the appropriate officer of the
Borrower.  Such certificate shall state that the resolution set forth therein
has not been amended, modified, revoked or rescinded as of the date of such
certificate.



2.Modification of Loan Agreement.  The
Loan Agreement shall be modified as follows:



2.1The Commitment.  Section 1.12
Commitment of the Loan Agreement shall be deleted and shall be replaced by
the following:


1.12 Commitment means the commitment of the Lender to
make Revolving Credit Loans to Borrower pursuant to Section 2.1 hereof in an
aggregate principal amount at any one time outstanding not to exceed Ten Million
and 00/100 Dollars ($10,000,000) or such lower amount as may be provided for
pursuant to the terms of this Agreement.









2.2Commitment Termination Date. 
Section 1.15 Commitment Termination Date of the Loan Agreement shall be
deleted and shall be replaced by the following:


1.15  Commitment Termination Date means the
earlier of (i) noon, Eastern Time, on July 31, 2002, and (ii) the date on which
the Commitment is otherwise terminated in accordance with the terms of this
Agreement.









3.Affirmation of Representations and
Warranties. Borrower affirms each representation and warranty contained
in the Loan Agreement and other Loan Documents as of the date of this
Modification Agreement.



4.Affirmation of Collateral Interests.
Borrower acknowledges and affirms that the Liens, security interests and
assignments of Lender on all Collateral continue to be first priority Liens on
all Collateral and such Liens are valid, enforceable and unavoidable and
Borrower confirms all prior grants to Lender of Liens on, security interests in
and assignments of the Collateral.



5.Affirmation of Enforceability. Borrower
acknowledges and affirms that all terms, conditions and provisions of the Loan
Agreement and the Loan Documents remain in full force and effect and are
enforceable in accordance with their terms except as previously modified or as
modified by this Modification Agreement.



6.Acknowledgment of Performance. Borrower
acknowledges that Lender has fully performed its obligations under the Loan
Agreement and the Loan Documents through and including the date of this
Modification Agreement and that the obligations of Borrower under the Loan
Agreement and the Loan Documents are not subject to defense, counterclaim,
offset or avoidance as of the date of this Modification Agreement and that such
obligations are valid, enforceable and unavoidable according to their terms as
modified by this Modification Agreement.



7.Certification of No Default. Borrower
represents and warrants to Lender that, as of the date of this Modification
Agreement, no Event of Default exists under the Loan Agreement or the other Loan
Documents.



8.Expenses. The Borrower and the Lender agree
that the expenses incurred in connection with this Modification Agreement shall
be paid by the Borrower.  The Borrower acknowledges that the Loan Agreement
together with all other Loan Documents is a contract of indebtedness pursuant to
O.R.C.   1301.21.



Each of the parties executing this Modification Agreement
represents it has read this Modification Agreement, has consulted with counsel
regarding such undertakings, understands all of its terms and has executed the
same with full knowledge of its significance and with all requisite
authority.



 

[Balance of Page Intentionally Blank]



 

LENDER:



Bank One, NA



 

By:___________________________

Robert N. Kent, Jr.

Its:First Vice President



 

BORROWER:
E-LOAN, INC.



By: _____________________________



Its:
_____________________________