AMENDMENT NO. 2 TO TRIBECA FORBEARANCE AGREEMENT

Exhibit 10.68

Execution Copy

AMENDMENT NO. 2 TO
TRIBECA FORBEARANCE AGREEMENT

     THIS AMENDMENT NO. 2 TO TRIBECA FORBEARANCE AGREEMENT (this “ Amendment ”) is entered into at Columbus, Ohio, as of August 15, 2008 (the “ Amendment Effective Date ”), by and among the BORROWERS listed on Schedule 1 hereto (each, a “ Borrowe r ” and collectively, the “ Borrowers ”), including without limitation, TRIBECA LENDING CORP., a New York corporation (“ Tribeca ”), FRANKLIN CREDIT MANAGEMENT CORPORATION, a Delaware corporation, in its capacity as Guarantor hereunder and in its capacity as servicer (“ FCMC ” or “ Guarantor ”), and THE HUNTINGTON NATIONAL BANK (“ Huntington ” or “ Lender ”). This Amendment further amends and modifies a certain Tribeca Forbearance Agreement and Amendment to Credit Agreements dated as of December 28, 2007 (as amended, supplemented, restated or otherwise modified from time to time prior to the date hereof, the “ Forbearance Agreement ”), by and among the Borrowers, Tribeca, FCMC and Lender. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Forbearance Agreement.

RECITALS:

     A. As of December 28, 2007, the Borrowers, Tribeca, FCMC and Lender executed the Forbearance Agreement amending and restating the terms of certain extensions of credit to the Borrowers and Tribeca, as applicable, and in respect of the Forbearance Agreement, each of the Acknowledged Defaults are continuing; and

     B. As of December 28, 2007, the Borrowers executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (A Note) in the original principal sum of $400,000,000, which was thereafter amended and restated by a certain Second Amended and Restated Promissory Note (A Note) dated March 31, 2008, in the original principal sum of $410,859,753.55 (the “ Tranche A Note ”); and

     C. As of December 28, 2007, the Borrowers executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-1 Note) in the original principal sum of $22,783,296.75, which was thereafter amended and restated by a certain Second Amended and Restated Promissory Note (B-1 Note) dated March 31, 2008, in the original principal sum of $24,131,090.30 (the “ Tranche B-1 Note ”); and

     D. As of December 28, 2007, the Borrowers executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-2 Note) in the original principal sum of $22,783,296.75, which was thereafter amended and restated by a certain Second Amended and Restated Promissory Note (B-2 Note) dated March 31, 2008, in the original principal sum of $24,881,090.30 (the “ Tranche B-2 Note ”); and

     E. As of December 28, 2007, the Borrowers executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-3 Note) in the original principal sum of $22,783,296.75, which was thereafter amended and restated by a certain Second Amended and Restated Promissory Note (B-3 Note) dated March 31, 2008, in the original principal sum of $24,881,090.30 (the “ Tranche B-3 Note ”); and

     F. As of December 28, 2007, the Borrowers executed and delivered to Lender, inter alia , an Amended and Restated Promissory Note (B-4 Note) in the original principal sum of $22,783,296.75, which was thereafter amended and restated by a certain Second Amended and Restated Promissory Note (B-4 Note) dated March 31, 2008, in the original principal sum of $24,881,090.30 (the “ Tranche B-4 Note ” and together with the Tranche A Note, the Tranche B-1 Note, the Tranche B-2 Note and the Tranche B-3 Note, collectively, the “ Notes ”); and

     G. Tribeca, FCMC and the applicable Borrowers have failed to comply with (i) certain provisions of Section 11, “ Certain Post-Closing Deliverables ,” of the Forbearance Agreement by failing to comply with items 4 and 6 of Schedule 11 to Amendment No. 1 in respect of post-closing deliverables or requirements, schedules, documents and other items as required by the Forbearance Agreement, and (ii) Section 12(b), “ Minimum Net Worth ,” of the Forbearance Agreement for the period ending June 30, 2008, by failing to maintain the minimum Net Worth required by such section (collectively, the “ Identified Forbearance Defaults ”); and

     H. FCMC, Tribeca and the other Borrowers have requested that Lender waive the Identified Forbearance Defaults, amend and modify certain terms and financial covenants in the Forbearance Agreement, and extend the time periods or modify the requirements for FCMC, Tribeca and the other Borrowers to satisfy certain post-closing deliverables composing the Identified Forbearance Defaults, and Lender is willing to do so upon the terms and subject to the conditions contained herein; and

     I. Lender and each participant of Lender have fully performed all of their respective promises and agreements to FCMC, Tribeca and the other Borrowers and are under no obligation to amend any terms or covenants of any Loan Document or otherwise waive the Identified Forbearance Defaults, as requested by FCMC, Tribeca and the other Borrowers.

     NOW, THEREFORE, in consideration of the mutual covenants, agreements and promises contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto for themselves and their successors and assigns do hereby agree, represent and warrant as follows:

     1.  Definitions Added . The following defined terms are hereby added to Section 2, “ Certain Defined Terms ,” of the Forbearance Agreement in their correct alphabetical order and shall recite as follows:

“ Amendment No. 2 ” shall mean a certain Amendment No. 2 to Tribeca Forbearance Agreement dated as of August 15, 2008.

“ Cash Flow Available for Debt Service ” shall have the meaning assigned to that term in Section 12(d).

“ Debt Service ” shall have the meaning assigned to that term in Section 12(d).

     2.  Amendments to Section 12 . Paragraphs (b) “ Minimum Net Worth ,” and (d) “ Interest Coverage Ratios ” of Section 12, “ Covenants ,” of the Forbearance Agreement are hereby replaced in their entirety with the paragraphs set forth below and are amended respectively to recite as follows:

     (b) Intentionally Left Blank .

     (d) Cash Flow Coverage . Until such time as all Tranche A Advances and Tranche B Advances are indefeasibly paid in full, Guarantor and each Subsidiary on a consolidated basis shall maintain as of the end of each quarterly period a ratio of Cash Flow Available for Debt Service to Debt Service of not less than 1.20 to 1.00, with such ratio being determined (i) initially as of September 30, 2008, for the period from January 1, 2008, through and including September 30, 2008 (on a year-to-date basis), and (ii) as of December 31, 2008,

and continuing as of the end of each quarter thereafter, for the most recently-ended twelve consecutive (12) month period ending on such date.

“ Cash Flow Available for Debt Service ” shall mean for any period all Collections (which term includes without limitation all servicing fees paid in cash, net payments received in cash pursuant to Interest Rate Hedge Agreements, due diligence fees paid in cash, interest payments and dividends paid in cash and any other cash payments); provided that for the purposes of the determination of Cash Flow, each such item of Collection shall be required to be received by Lender in the Lock Box or turned over to Lender by the Borrower and deposited in one of the Blocked Accounts at Huntington, and in each instance (i) applied to the Obligations (other than to principal of the Tranche D Advances, unless such application is accompanied by a permanent reduction thereof) or (ii) used to establish or augment any Reserves.

“ Debt Service ” shall mean for any period the sum of (i) Interest Expense, plus (ii) scheduled principal payments on Indebtedness. “ Interest Expense ” shall mean for any period total interest expense (other than PIK Interest), whether paid or accrued or due and payable (including without limitation in respect of all Advances and any Subordinated Indebtedness), plus the interest component of capital lease obligations for such period, plus all bank fees capitalized pursuant to GAAP (other than the Restructuring Fee), plus net costs under Interest Rate Hedge Agreements.

     3.  Waiver of Identified Forbearance Defaults . Lender hereby waives the Identified Forbearance Defaults for the period through and including June 30, 2008.

     4.  Schedule 11 . Schedule 11 to the Forbearance Agreement is hereby amended with the schedule attached to this Amendment as Schedule 11 .

     5.  Conditions of Effectiveness . This Amendment shall become effective as of the Amendment Effective Date, upon satisfaction of all of the following conditions precedent:

     (a) Lender shall have received execution and delivery of, by all parties signatory thereto, originals, or completion as the case may be, to the satisfaction of Lender (or as waived by Lender) and its counsel, co