Exhibit 10.3
 AMENDMENT NO. 1 TO  AMENDED AND RESTATED CREDIT AGREEMENT  AND REPLACEMENT OF SCHEDULE  TO AMENDED AND RESTATED SECURITY AGREEMENT
 Amendment 11th Amendment Effective Date Franklin Asset Tribeca FCAC
Subco Schedule 1 Borrower Borrowers Lender Lenders Huntington Administrative Agent
 Credit Agreement All Asset Security Agreement
 RECITALS:




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REIT Common Stock REIT Preferred Stock REIT Shares Certain Defined Terms
 REIT Common Stock
 REIT Preferred Stock
 REIT Shares
 Pledged Collateral Schedule 3
 Conditions of Effectiveness
    Representations and Warranties
  -2-




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Ratification and Reaffirmation.
 Reference to and Effect on the Loan Documents
 No Waiver
 Waiver of Right to Trial by Jury
 Counterparts
  -3-




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Governing Law
 Headings
 Patriot Act Notice Act
 [Signature Pages Follow.]
  -4-




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BORROWERS:FRANKLIN CREDIT ASSET CORPORATIONBy:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    PresidentTRIBECA LENDING CORP.By:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    PresidentFRANKLIN ASSET, LLCBy:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    PresidentEACH BORROWER LISTED ONSCHEDULE 1ATTACHED HERETOBy:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    as President of, and on behalf of, each
Borrower listed on Schedule 1 attached to
this Amendment. Signature Page to
Amendment No. 1 to Amended and Restated Credit Agreement




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ADMINISTRATIVE AGENT:THE HUNTINGTON NATIONAL BANKBy:
    /s/ Mark T. BahlmannName:
    Mark T. BahlmannTitle:
    Authorized RepresentativeLENDERS:THE HUNTINGTON NATIONAL BANK, as LenderBy:
    /s/ Mark T. BahlmannName:
    Mark T. BahlmannTitle:
    Authorized RepresentativeHUNTINGTON FINANCE LLC, as LenderBy:
    /s/ Donald R. KimbleName:
    Donald R. KimbleTitle:
    President Signature Page to
Amendment No. 1 to Amended and Restated Credit Agreement




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M & I MARSHALL & ILSLEY BANK, as LenderBy:
    /s/ Scott A. StiversonName:
    Scott A. StiversonTitle:
    S.V.P.By:Name:Title:BOS (USA) INC., as LenderBy:
    Bank of Scotland plc, as Administrative AgentBy:
    /s/ Julia R. FranklinName:
    Julia R. FranklinTitle:
    Assistant Vice President Signature Page to
Amendment No. 1 to Amended and Restated Credit Agreement




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REAFFIRMATION AND CONSENT OF GUARANTORS
 Guarantor Guarantors Franklin Asset Tribeca FCAC Subco Borrower Borrowers Lender Lenders Administrative Agent
 GUARANTORS:FRANKLIN CREDIT HOLDING CORPORATIONBy:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    PresidentFRANKLIN CREDIT MANAGEMENT CORPORATIONBy:
    /s/ Thomas J. AxonName:
    Thomas J. AxonTitle:
    President Signature Page to
Amendment No. 1 to Amended and Restated Credit Agreement




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Schedule 3 to Amended and Restated Security Agreement
 Pledged Collateral
 FRANKLIN CREDIT ASSET CORPORATION
 
    
    100% of issued and outstanding equity of all classes of stock of subsidiaries of
Franklin Credit Asset Corporation listed on Schedule 2.
 TRIBECA LENDING CORP.
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    100% of issued and outstanding equity of all classes of stock of subsidiaries of
Tribeca Lending Corp. listed on Schedule 2.
 FRANKLIN ASSET, LLC
 
    
    Certificate No. 5 for 154 shares of the common stock in Huntington Preferred Capital
II, Inc., an Ohio corporation (REIT Common Shares)
    
    Certificate No. C-1 for 4,724.1330831 Shares of Class C Preferred Stock in Huntington
Preferred Capital II, Inc., an Ohio corporation (REIT Preferred Shares)
    
    CLASS A Trust Certificate No. 1 of Franklin Mortgage Asset Trust 2009-A (Mortgage Loan
Certificate)
    
    CLASS A Trust Certificate No. 2 of Franklin Mortgage Asset Trust 2009-A (Mortgage Loan
Certificate)
    
    CLASS REO Trust Certificate No. 1 of Franklin Mortgage Asset Trust 2009-A
    
    CLASS REO Trust Certificate No. 2 of Franklin Mortgage Asset Trust 2009-A
 FRANKLIN CREDIT ASSET CORPORATION, TRIBECA LENDING CORP. AND EACH OF THEIR RESPECTIVE SUBSIDIARIES:
 
    
    100% of issued and outstanding equity of Franklin Asset, LLC.