0001193125-04-111435 Sample Contracts

FORM OF UNDERWRITING AGREEMENT HomeBanc Corp. 43,125,000 Shares of Common Stock
Underwriting Agreement • June 29th, 2004 • Homebanc Corp • Real estate investment trusts • New York

HomeBanc Corp., a Georgia corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 37,500,000 shares (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 5,625,000 shares (the “Option Shares”), of Common Stock, par value $0.01 per share (the “Stock”), of the Company. The Underwritten Shares and the Option Shares are herein referred to as the “Shares.”

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AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • June 29th, 2004 • Homebanc Corp • Real estate investment trusts • New York

Amendment No. 2 dated as of June 25, 2004 (this “Amendment”), by and between BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”), ABETTERWAYHOME FINANCE, LLC II (“Finance”) and HOMEBANC FUNDING CORP. II (“Funding” and, together with Finance, the “Seller”).

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