0001193125-04-108639 Sample Contracts

REGISTRATION AGREEMENT
Registration Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • Illinois

THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of June 14, 2004, by and among (i) HomeBanc Corp., a Georgia corporation (the “Company”), (ii) GTCR Fund VII, L.P., a Delaware limited partnership (“Fund VII”), GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest L.P.”), and any other investment fund managed by GTCR Golder Rauner, L.L.C. (“Manager”) that at any time holds Registrable Securities (as defined herein) acquired from Fund VII or Co-Invest L.P. and executes a counterpart of this Agreement or otherwise agrees to be bound by this Agreement (each, an “Investor” and collectively, the “Investors”, and each as set forth on the attached “Schedule of Holders” under the heading “Investors”). Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 6 hereof.

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AGREEMENT AND PLAN OF REORGANIZATION By and Between HOMEBANC CORP. and HBMC HOLDINGS, LLC Dated as of June 14, 2004
Agreement and Plan of Reorganization • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • Delaware

THIS AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of June 14, 2004 by and between HomeBanc Corp. (“HomeBanc”), a Georgia corporation, and HBMC Holdings, LLC (“HBMC”), a Delaware limited liability company. HBMC and HomeBanc are sometimes referred to herein each as a “Party” and collectively as the “Parties”.

AMENDMENT NO. 1 AND JOINDER TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • New York

Amendment No. 1, and Joinder dated as of June 7, 2004 (this “Amendment”), by and between JPMORGAN CHASE BANK (the “Buyer”), ABETTERWAYHOME FINANCE, LLC (“Finance” or the “Seller”) and HOMEBANC FUNDING CORP. (“Funding”).

6/23/04 AMENDMENT TO CREDIT AGREEMENT dated as of June 23, 2004 amending the 6/04 AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of June 7, 2004 by and among HOMEBANC CORP. and HOMEBANC MORTGAGE CORPORATION and JPMORGAN CHASE BANK, as...
Credit Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts

This 6/23/04 Amendment to Credit Agreement dated as of June 23, 2004 (the “6/23/04 Amendment” or, within itself only, this “Amendment” amending (for the first time) the 6/04 Amended and Restated Senior Secured Credit Agreement (the “6/04 Credit Agreement” and as it may be supplemented, amended or restated, the “Current Credit Agreement” or, within itself, this “Agreement”), executed as of June 7, 2004, among:

AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT dated as of June 7, 2004 by and among HOMEBANC CORP. and HOMEBANC MORTGAGE CORPORATION and JPMORGAN CHASE BANK, as Administrative Agent, Collateral Agent and a Lender, and the other Lender(s)...
Credit Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • Texas

This 6/04 Amended and Restated Senior Secured Credit Agreement (the “6/04 Credit Agreement” and as it may be supplemented, amended or restated, the “Current Credit Agreement” or, within itself, this “Agreement”), executed as of June 7, 2004, among:

AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • New York

Amendment No. 2, dated as of June 24, 2004 (this “Amendment”), by and among JPMORGAN CHASE BANK (the “Buyer”), ABETTERWAYHOME FINANCE, LLC (“Finance”) and HOMEBANC FUNDING CORP. (“Funding” and together with Finance, the “Seller”).

AMENDMENT NO. 1 AND JOINDER TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • New York

Amendment No. 1, and Joinder dated as of June 7, 2004 (this “Amendment”), by and between BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”), ABETTERWAYHOME FINANCE, LLC II (“Finance” or the “Seller”) and HOMEBANC FUNDING CORP. II (“Funding”).

AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • June 25th, 2004 • Homebanc Corp • Real estate investment trusts • New York

Amendment No. 3, dated as of June 23, 2004 (this “Amendment”), among CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC (“Buyer”) and HOMEBANC MORTGAGE CORPORATION (“Seller”).

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