0001104659-05-016147 Sample Contracts

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • April 12th, 2005 • Affordable Residential Communities Inc • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT, dated as of April 6, 2005, (the “Amendment”) by and between Merrill Lynch Mortgage Capital Inc. (the “Buyer”), and Enspire Finance LLC (the “Seller”):

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ARC LP GUARANTEE
Guarantee • April 12th, 2005 • Affordable Residential Communities Inc • Real estate investment trusts • New York

GUARANTEE, dated as of April 6, 2005 (the “Guarantee”), made by Affordable Residential Communities LP (the “Guarantor”) in favor of Merrill Lynch Mortgage Capital Inc. (“MLMCI”), party to that certain Credit Agreement dated April 6, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”) by and among MLMCI and ARC Housing LLC together with ARC HousingTX LP (collectively, the “Borrowers”, each, a “Borrower”).

SECOND AMENDED AND RESTATED GUARANTY
Guaranty • April 12th, 2005 • Affordable Residential Communities Inc • Real estate investment trusts • New York

SECOND AMENDED AND RESTATED GUARANTY, dated as of April 6, 2005 (the “Guaranty”), made by Affordable Residential Communities, LP (the “Guarantor”) in favor of Merrill Lynch Mortgage Capital Inc. (the “MLMCI”), party to the Master Repurchase Agreement dated February 18, 2004 (as amended from time to time, the “Repurchase Agreement”) by and between MLMCI and Enspire Finance LLC (the “Seller”).

AMENDED AND RESTATED GUARANTY
Guaranty • April 12th, 2005 • Affordable Residential Communities Inc • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTY, dated as of April 6, 2005 (the “Guaranty”), made by ARC Dealership, Inc. (the “Guarantor”) in favor of Merrill Lynch Mortgage Capital Inc. (“MLMCI”), party to the Master Repurchase Agreement dated February 18, 2004 (as amended from time to time, the “Repurchase Agreement”) by and between MLMCI and Enspire Finance LLC (the “Seller”).

CREDIT AGREEMENT
Credit Agreement • April 12th, 2005 • Affordable Residential Communities Inc • Real estate investment trusts

CREDIT AGREEMENT, dated as of April 6, 2005 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among ARC HOUSING LLC, a Delaware limited liability company (“Housing LLC”), ARC HOUSINGTX LP, a Delaware limited partnership (“HousingTX LP”, together with Housing LLC, collectively, the “Borrowers”, each, a “Borrower”), and MERRILL LYNCH MORTGAGE CAPITAL INC. (the “Lender”).

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