12312001 Form 10-K Exhbit 10.162





                                            Exhibit 10.162



FOURTH MODIFICATION AGREEMENT


THIS FOURTH MODIFICATION AGREEMENT (the "Agreement") is made as
of the 28th day of March, 2002, by and among E-LOAN, INC. (the
"Borrower"), and GMAC Bank, a federal saving 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 Amended and
Restated Note, dated as of December 17, 2001 (the "Note") in the
stated principal amount of $70,000,000 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.



The Borrower has requested that the Lender make certain
modifications to the terms of the Warehouse Credit Agreement, and the Lender 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 is 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 $50,000,000, 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, 2003, 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
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) $2,000,000, (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 50% of the Nonconforming Commitment,
(9) the aggregate principal amount of Advances outstanding at any time secured
by Credit D Loans shall not exceed 0% of the Nonconforming Commitment, (10) the
aggregate principal amount of Advances outstanding at any time secured by
Eligible HELOCs shall not exceed $5,000,000 (the "HELOC Commitment") and (11)
the aggregate principal amount of Advances outstanding at any time secured by
Eligible Nonconforming Mortgage Loans and Eligible HELOCs shall not exceed
$5,000,000."



 



(d)Section 2.07(a) of the Warehouse Credit Agreement is
amended to read in full as follows:


"2.07Interest. The Borrower agrees to
pay interest in respect of the outstanding principal amount of the Advances from
the date the proceeds thereof are made available to the Borrower until the
maturity thereof (whether by acceleration or otherwise) (i) with respect to
Advances secured by Eligible Mortgage Loans, at a rate per annum equal to 1.50%
in excess of the LIBOR Rate in effect from time to time and (ii) with
respect to Advances secured by Eligible Nonconforming Mortgage Loans or Eligible
HELOCs, at a rate per annum equal to 2.00% in excess of the LIBOR Rate in effect
from time to time; provided, however, that with respect to any
Advance which is disbursed by cashier's check, the applicable rate of interest,
calculated in accordance with the provisions of this Section 2.07(a), shall
be reduced by 0.25% during the first fifteen (15) days that such Advance is
outstanding; and provided, further, that, with respect to any
Advance secured by a Mortgage Loan which is the subject of an Interest Rate
Commitment, the applicable rate of interest, calculated in accordance with the
provisions of this Section 2.07(a), shall be reduced by 0.25%, and
provided, further, that, with respect to any Advance secured by an
Eligible Aged Mortgage Loan, Eligible Aged Nonconforming Mortgage Loan, or an
Eligible Aged HELOC, the applicable rate of interest, calculated in accordance
with the provisions of this Section 2.07(a), shall be increased by 0.50%."






 

(e)Sections 4.02(a), 4.02(c) and 4.02(d) of the Warehouse
Credit Agreement is amended to read in full as follows:


"(a) if on any date the aggregate principal amount of
Advances outstanding (after giving effect to all other repayments thereof on
such date) exceeds the lesser of (x) the Commitment or (y) an amount equal to:
(i) the Borrowing Base as then in effect minus (ii) $2,000,000, the Borrower
shall immediately prepay the principal of Advances in an aggregate amount equal
to such excess;" 







(f)Section 4.03(a) of the Warehouse Credit Agreement is amended to read
in full as follows:

"(a) So long as no Default or Event of Default has
occurred and is continuing or would result therefrom, upon the Borrower's
request therefor accompanied by a prepayment by the Borrower of Advances in an
amount sufficient to cause the amount of Advances outstanding to be less than or
equal to:  (x) the Borrowing Base (calculated without reference to any
Collateral which the Borrower requests be released from the Lien granted
pursuant to the Warehouse Security Agreement) minus (y) $2,000,000, and a
deposit by the Borrower of such amount as the Lender shall designate as a
reserve for application to any fees, accrued interest or breakage costs payable
with respect to the calendar month in which such prepayment occurs, the Lender
shall, within one Business Day after the later of the receipt of such request or
such prepayment and deposit, release from the Lien granted pursuant to the
Warehouse Security Agreement and deliver to the Borrower in accordance with the
terms of the Warehouse Security Agreement (i) the Collateral corresponding
to such Mortgage Loan(s) or Mortgage-backed Security(ies) and (ii) the
Collateral Documents pertaining thereto."







(g)Section 4.04(c) of the Warehouse Credit Agreement is amended to read
in full as follows:

"(c)The Borrower shall make a deposit in immediately
available funds into the Warehouse Payment Account by 4:00 p.m. on the Business
Day on which the release of the Lender's security interest in such Mortgage Loan
or Mortgage-backed Securities is scheduled to occur pursuant to the purchase by
an Investor under a Purchase Commitment, in an amount equal to the amount by
which the aggregate amount of Advances outstanding exceeds:  (i)  the
Borrowing Base (calculated without reference to any such Mortgage Loan or
Mortgage-backed Security) minus (ii) $2,000,000."







(e) Section 8.15 of the Warehouse Credit Agreement is amended
to read in full as follows:


"8.15Portfolio Aging.  The Borrower will not
at any time permit the aggregate principal amount of the Eligible Mortgage Loans
then pledged as Collateral that have an Origination Date that is more than 60
days prior to such time ("Eligible Aged Mortgage Loans"), to exceed
12% of the aggregate principal amount of all Eligible Mortgage Loans that are
pledged as Collateral at such time and will not at any time permit the aggregate
principal amount of the Eligible Nonconforming Mortgage Loans then pledged as
Collateral that have an Origination Date that is more than 60 days prior to such
time ("Eligible Aged Nonconforming Mortgage Loans"), to exceed 15% of
the aggregate principal amount of all Eligible Nonconforming Mortgage Loans that
are pledged as Collateral at such time, and will not at any time permit the
aggregate principal amount of the Eligible HELOCs then pledged as Collateral
that have an Origination Date that is more than 60 days prior to such time
("Eligible Aged HELOCs"), to exceed 0% of the aggregate principal
amount of all Eligible Nonconforming Mortgage Loans that are pledged as
Collateral at such time."



 



2.Warehouse Security Agreement.Section 4(a) of
the Warehouse Security Agreement is amended to read in full as follows:


"(a)So long as no Default or Event of Default has
occurred and is continuing or would result therefrom, upon the Assignor's
request therefor and a prepayment by the Assignor of Advances in an amount
sufficient to cause the amount of Advances outstanding to be less than or equal
to:  (x) the Borrowing Base (calculated without reference to any Collateral
which the Assignor requests be released from the Lien granted pursuant hereto)
minus (y) $2,000,000, and a deposit by the Assignor of such amount as the Lender
shall designate as a reserve for application to any fees, accrued interest or
breakage costs payable under the Warehouse Credit Agreement with respect to the
calendar month in which such prepayment occurs, the Lender shall, within one
Business Day after the later of the receipt of such request or such prepayment
and deposit, release from the Lien granted pursuant hereto and deliver to the
Assignor (i) the Collateral corresponding to such Mortgage Loan(s) or
Mortgage-backed Security(ies) and (ii) the Collateral Documents pertaining
thereto."







3.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.



4.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.


5.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.


6.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.


 

By:____________________________________

      President


 

GMAC Bank


 

By:____________________________________