0001193125-05-003064 Sample Contracts

UNDERWRITING AGREEMENT HomeBanc Corp. [ ] Shares of Common Stock
Underwriting Agreement • January 7th, 2005 • 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 [ ] shares (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [ ] 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. 4 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • January 7th, 2005 • Homebanc Corp • Real estate investment trusts • New York

Amendment No. 4, dated as of June 7, 2004 (this “Amendment”), among MERRILL LYNCH MORTGAGE CAPITAL INC. (“Buyer”) and HOMEBANC MORTGAGE CORPORATION (“Seller”).

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