12312001 Form 10-K Exhbit 10.151





                                            Exhibit 10.151




AMENDMENT NUMBER FOUR

to the

MASTER LOAN AND SECURITY AGREEMENT

This AMENDMENT NUMBER FOUR (this "Amendment") is made this 14th day of
November, 2001, between E-LOAN, INC.  ("Borrower") and GREENWICH CAPITAL
FINANCIAL PRODUCTS, INC. ("Lender") to the MASTER LOAN AND SECURITY
AGREEMENT, dated as of May 10, 1999, between Lender and Borrower, as otherwise
amended (the "Loan Agreement").

RECITALS

WHEREAS, Borrower has requested that Lender agree to amend the Loan
Agreement to increase the maximum amount of advances that may be made on an
uncommitted basis, and the Lender has agreed to make such amendments, subject to
the terms and conditions of this Amendment.

NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:

SECTION 1.  (a) Increase of Maximum Uncommitted Amount.
Effective as of October 1, 2001, the defined term "Maximum Uncommitted Amount"
is deleted in its entirety and replaced with the following:
"Maximum Uncommitted Amount shall mean $150 million."



(b)Applicable Collateral Percentage.  Effective as of October 1,
2001, the defined term "Applicable Collateral Percentage" is hereby amended by
adding the following to the end thereof:
"; provided, however, if at any time the aggregate outstanding principal
amount of Advances exceeds $200 million, the "98%" contained in
clauses (a)(1) and (b)(1) shall automatically be changed to "95%" with
respect to any and all Mortgage Loans pledged to the Lender in connection with
the Advance that results in the aggregate outstanding principal amount of
Advances exceeding $200 million and each pledge of Mortgage Loans made during
the period of time in which the aggregate outstanding principal amount of
Advances exceeds $200 million."



(c)Applicable Margin.  Effective as of October 1, 2001, the
defined term "Applicable Margin" is hereby amended by adding the following to
the end thereof:
"; provided, however, if at any time the aggregate outstanding principal
amount of Advances exceeds $200 million, the per annum rate for Tranche A
Advances shall be automatically increased from 0.95% to 1.50%" and the per annum
rate for Tranche B Advances shall be automatically increased from 1.50% to 2.00%
with respect to the Advance that results in the aggregate outstanding principal
amount of Advances exceeding $200 million and each subsequent Advance made
during the period of time in which the aggregate outstanding principal amount of
Advances exceeds $200 million."



SECTION 2.  Fees and Expenses.  Borrower agrees to pay to Lender all
fees and out of pocket expenses incurred by Lender in connection with this
Amendment (including all reasonable fees and out of pocket costs and expenses of
the Lender's legal counsel incurred in connection with this Amendment), in
accordance with Section 11.03 of the Loan Agreement

SECTION 3.  Defined Terms.  Any terms capitalized but not otherwise
donned herein shall have the respective meanings set forth in the Loan
Agreement.

SECTION 4.  Representations.  In order to induce the Lender to execute
and deliver this Amendment, the Borrower hereby represents to the Lender that as
of the date hereof, after giving effect to this Amendment, the Borrower is in
full compliance with all of the terms and conditions of the Loan Agreement.

SECTION 5.  Limited Effect.  Except as expressly amended and modified
by this Amendment, the Loan Agreement shall continue in full force and effect in
accordance with its terms.  Reference to this Amendment 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 6.  GOVERNING LAW.  THIS AMENDMENT 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 1N ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS DOCTRINE APPLIED 1N SUCH STATE.

SECTION 7.  Counterparts.  This Amendment 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.

[SIGNATURE PAGE FOLLOWS]

 

1N WITNESS WHEREOF, each of the Borrower sad the Lender have caused this
Amendment to be executed and delivered by its duly authorized officer as of the
day and year first above written.
E-LOAN, INC.,

Borrower
By:

Name:  

Title:  


GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.,

Lender
By:

Name:  

Title: