kl01002_ex10-6.htm


    
      

    

    
       

      Exhibit
10.6

      
 

      January
        3, 2008

      


      Alexander
        Gordon Jardin

      Chief
        Executive Officer

      Franklin
        Credit Management Corporation

      101
        Hudson St., 25th Floor

      Jersey
        City, N.J.  07302

      Via
        Fax:
        201-604-4400

      


      Re:
        Confirmation of Principal Balance Outstanding on Tranche B-2
        Advance

      


      Dear
        Mr.
        Jardin;

      


      We
        hereby refer to a certain
        Forbearance Agreement and Amendment to Credit Agreements dated as of December
        28, 2007 (the “Forbearance Agreement”) by and among Franklin Credit Management
        Corporation (“FCMC”), the Borrowers signatory to such Forbearance Agreement and
        The Huntington National Bank (“Lender”).  Any capitalized term used in
        this letter and not otherwise defined herein shall have the meanings assigned
        to
        such term in the Forbearance Agreement.

      


      As
        discussed between FCMC and Lender,
        we erred in calculating the outstanding principal balances of the Commercial
        Loans as of the Forbearance Effective Date.  To correct that error,
        Lender hereby confirms that the outstanding principal balance of the Tranche
        B
        Note evidencing Tranche B-2 is $56,782,469.88 as of the Forbearance Effective
        Date and not $79,051,123.50 as stated in the Forbearance Agreement and that
        certain Amended and Restated Promissory Note (B-2 Note) executed in connection
        therewith.  Lender further confirms that the sum of $56,782,469.88
        represents all Tranche B-2 Advances made as of the Forbearance Effective
        Date.

      


      Except
        as modified in this letter, all
        terms and conditions of the Forbearance Agreement and the other Loan Documents
        executed in connection therewith shall remain in full force and
        effect.

      


      Please
        acknowledge this letter by
        signing below and returning a copy of this letter to me by fax at (614)
        480-3795.  If you have any questions regarding the foregoing, please
        do not hesitate to call me at (614) 480-5355.

      


      Sincerely,

      


      The
        Huntington National Bank

      


      By:
         /s/ Alan D.
        Seitz

         Alan
        D.
        Seitz

      Its:  Senior
        Vice President

       

      
 

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      


      Acknowledged
        and Agreed:

      


      Franklin
        Credit Management Corporation

      


      /s/
        Alexander Gordon Jardin

      By:  Alexander
        Gordon Jardin

      Its:  Chief
        Executive Officer

      


      Each
        Borrower Listed on Schedule 1 to the Forbearance Agreement

      


      /s/
        Alexander Gordon Jardin

      By:  Alexander
        Gordon Jardin

      Its:  Chief
        Executive Officer

      


      


      cc
        J.
        Michael Mayerfeld

           Timothy
        E. Grady