0001047469-08-002821 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • New York

THIS SECOND AMENDMENT dated as of May 2, 2006 (this “Amendment”), to the Credit Agreement, dated as of December 8, 2005, as amended by that certain First Amendment to Credit Agreement dated as of January 11, 2006 (as so amended, the “Credit Agreement”), by and among CLAYTON HOLDINGS, INC. a Delaware corporation (the “Company”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup”) and BNP PARIBAS (“BNP Paribas”), as administrative agent (in such capacity “Administrative Agent”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 14th, 2008 • Clayton Holdings Inc • Services-business services, nec • New York

THIS THIRD AMENDMENT dated as of March 15, 2007 (this “Amendment”), is made with reference to the Credit Agreement, dated as of December 8, 2005, as amended by that certain First Amendment to Credit Agreement dated as of January 11, 2006 and that certain Second Amendment to Credit Agreement dated as of May 2, 2006 (as so amended, the “Credit Agreement”), by and among CLAYTON HOLDINGS, INC. a Delaware corporation (the “Company”), CITIGROUP GLOBAL MARKETS REALTY CORP. (“Citigroup”) and BNP PARIBAS (“BNP Paribas”), as administrative agent (in such capacity “Administrative Agent”) and the other Lenders party thereto.

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