Amendment No. 2 to Master Repurchase Agreement




 EXHIBIT 10.43 
  
 AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT 
  
 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”). 
  
 RECITALS 
  
 The Buyer and the Seller are parties to that certain Master Repurchase Agreement, dated as of March 8, 2004 and Amendment
No. 1 and Joinder dated as of June 7, 2004 (the “Existing Repurchase Agreement”; as amended by this Amendment, the “Repurchase Agreement”). Capitalized terms used but not otherwise defined herein shall have the
meanings given to them in the Existing Repurchase Agreement. 
  
 The Buyer and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement.

  
 Accordingly, the Buyer and the Seller hereby agree, in
consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows: 
  
 SECTION 1. Section 2 of the Existing Repurchase Agreement is hereby amended by deleting the definition of “IPO” in its entirety and replacing it
with the following: 
  
 1.1 ““IPO” shall
mean the successful completion of an initial public offering of the shares of common stock of HomeBanc Corp. to raise a minimum of $300,000,000 in gross proceeds to HomeBanc Corp. and the selling shareholders.” 
  
 SECTION 2. Conditions Precedent. This Amendment shall become effective
on the date hereof (the “Amendment Effective Date”) subject to the satisfaction of the following conditions precedent: 
  
 2.1 Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be
satisfactory to the Buyer in form and substance: 
  
 (a) this Amendment, executed and delivered by duly authorized officers of the Buyer, Finance and Funding; and 
  
 (b) such other documents as the Buyer or counsel to the Buyer may reasonably request. 
  
 SECTION 3. Representations and Warranties. Finance and Funding each
hereby represents and warrants to the Buyer that it is in compliance with all the terms and provisions set 
  










 forth in the Existing Repurchase Agreement on its part to be observed or performed, and that no Event of Default has
occurred or is continuing, and each hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Existing Repurchase Agreement. 
  
 SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase
Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 
  
 SECTION 5. Fees. Finance and Funding agree to pay as and when billed by the Buyer all of the reasonable fees, disbursements and expenses of counsel
to the Buyer in connection with the development, preparation and execution of, this Amendment or any other documents prepared in connection herewith and receipt of payment thereof shall be a condition precedent to the Buyer entering into any
Transaction pursuant hereto. 
  
 SECTION 6.
Confidentiality. The parties hereto acknowledge that this Amendment, the Existing Repurchase Agreement, and all drafts thereof, documents relating thereto and transactions contemplated thereby are confidential in nature and the Sellers agree
that, unless otherwise directed by a court of competent jurisdiction, they shall limit the distribution of such documents and the discussion of such transactions to such of its officers, employees, attorneys, accountants and agents as is required in
order to fulfill its obligations under such documents and with respect to such transactions. 
  
 SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS. 
  
 SECTION 8.
Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement. 
  
 SECTION 9. Conflicts. The parties hereto agree that in the event there
is any conflict between the terms of this Amendment, and the terms of the Existing Repurchase Agreement, the provisions of this Amendment shall control. 
  
 [SIGNATURE PAGE FOLLOWS] 
  

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 IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers
thereunto duly authorized as of the day and year first above written. 
  

			
	 JPMORGAN CHASE BANK,
 as
Buyer

		
	By:	 	/s/    
	 	 	 Name:
 Title:



  

			
	 ABETTERWAYHOME FINANCE, LLC
 as
Seller

		
	By:	 	/s/    
	 	 	 Name:
 Title:



  

			
	 HOMEBANC FUNDING CORP.,
 as
Seller

		
	By:	 	/s/    
	 	 	 Name:
 Title: