Amendment No. 8 dated as of December 22, 2005



 EXHIBIT 10.3 
  
 EXECUTION COPY 
  
 AMENDMENT NO. 8 
 TO MASTER REPURCHASE
AGREEMENT 
  
 Amendment No. 8 dated as of
December 22, 2005 (this “Amendment”), by and between BEAR STEARNS MORTGAGE CAPITAL CORPORATION (the “Buyer”) and HOMEBANC FUNDING CORP. II (the “Seller”). 
  
 RECITALS 
  
 The Buyer and the Seller are parties to that certain Master Repurchase Agreement, dated as of April 29, 2004 and as
amended by Amendment No. 1 and Joinder dated as of June 7, 2004, Amendment No. 2 dated as of June 25, 2004, Amendment No. 3 dated as of December 27, 2004, Amendment No. 4 dated as of January 24, 2005,
Amendment No. 5 dated as of July 13, 2005, Amendment No. 6 dated as of September 12, 2005 and Amendment No. 7 dated as of September 29, 2005(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.
Exhibits. Exhibit VIII to the Existing Repurchase Agreement is hereby amended by deleting it in its entirety and replacing it with Exhibit A to this Amendment. 
  
 SECTION 2. Conditions Precedent. This Amendment shall become effective as of December 22, 2005 (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 and duly authorized officers of the Buyer and the Seller; 
  
 (b) Amendment No. 4 to the Limited Guaranty, executed and delivered and duly authorized officers of the Buyer and the Limited
Guarantor; and 
  
 (c) such other documents as
the Buyer or counsel to the Buyer may reasonably request. 







 SECTION 3. Representations and Warranties. The Seller hereby represents and warrants to the Buyer
that after giving effect to this Amendment 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
hereby confirms and reaffirms the representations and warranties contained in Section 11 of the Existing Repurchase Agreement. 
  
 SECTION 4. Fees. The Seller agrees 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 5. Confidentiality. The
parties hereto acknowledge that the confidentiality provisions set forth in Section 29 of the Repurchase Agreement shall apply to this Amendment. 
  
 SECTION 6. 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 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, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.  
  
 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. 
  

			
	 BEAR STEARNS MORTGAGE CAPITAL CORPORATION,
 as Buyer

		
	By:	 	 /s/ David S. Marren


	Name:	 	David S. Marren
	Title:	 	Senior Vice President
	
	 HOMEBANC FUNDING CORP. II,
 as
Seller

		
	By:	 	 /s/ James L. Krakau


	Name:	 	James L. Krakau
	Title:	 	Senior Vice President









 EXHIBIT A TO AMENDMENT NO. 8 
 TO MASTER REPURCHASE AGREEMENT 
  
 Exhibit VIII 
  
 Limited
Guarantor’s Officer’s Certificate 
  
 I,
                                , do hereby certify that I am duly elected,
qualified and authorized officer of HomeBanc Corp. (the “Limited Guarantor”). This Certificate is delivered to you in connection with Section 12(d)(iv) of the Master Repurchase Agreement dated as of April 29, 2004, among
Seller and Bear Stearns Mortgage Capital Corporation (the “Agreement”). I hereby certify that, as of the date of the financial statements attached hereto and as of the date hereof, the Limited Guarantor is and has been in compliance
with all the terms of the Agreement and, without limiting the generality of the foregoing, I certify that: 
  
 (i) Maintenance of Adjusted Tangible Net Worth. The Limited Guarantor has maintained an Adjusted Tangible Net Worth of not less
than $225,000,000 plus 85% of the net proceeds of any issuance of common or preferred shareholder equity. 
  
 (ii) Maintenance of Ratio of Total Liabilities to Adjusted Tangible Net Worth. As of the end of each calendar month, the Limited
Guarantor has maintained the ratio of Total Liabilities to Adjusted Tangible Net Worth no greater than the ratios set forth below: 
  

			
	 On and after this date
	  	the maximum ratio is
		
	The Amendment Effective Date	  	20:1
		
	November 30, 2005	  	25:1
		
	Upon the earlier of (i) the Limited Guarantor’s 2006 effort to increase capital through the public sale of additional common equity and (ii) May 31, 2006.	  	20:1

  
 (iii)
Maintenance of Ratio of Total Recourse Liabilities to Adjusted Tangible Net Worth. The Limited Guarantor has maintained the ratio of Total Recourse Liabilities to Adjusted Tangible Net Worth no greater than 9:1. 
  
 (iv) Maintenance of Liquidity. The Limited Guarantor
has maintained, as of the end of each calendar month, Liquidity in an amount not less than $25,000,000. 







 (v) Maintenance of Net Income. The Limited Guarantor (i) has not permitted,
for the calendar quarter ending March 31, 2005, Net Income (on a consolidated basis) for such calendar quarter, to be a loss greater than $15 million; (ii) has not permitted, for the calendar quarter ending June 30, 2005, Net Income
(on a consolidated basis) for such calendar quarter, to be a loss greater than $10 million; (iii) has not permitted, for the calendar quarter ending September 30, 2005, Net Income (on a consolidated basis) for such calendar quarter, to be
a loss greater than $5 million and (iv) has maintained Net Income (on a consolidated basis) of at least (A) for the calendar quarter ending December 31, 2005, $1.00 and (B) for every two consecutive calendar quarters thereafter,
$2.00.” 
  
 (vi) No Default or Event of
Default has occurred and is continuing. [If any Default or Event of Default has occurred and is continuing, Seller shall describe the same in reasonable detail and describe the action the Seller has taken or proposes to take with respect thereto.]

  
 IN WITNESS WHEREOF, I have set my hand this
             day of             ,             .

  

			
	 By:
	 	  


	 Name:
	 	 
	 Title:
	 	 


  

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 [Schedule 1] 
  
 [to Officer’s Certificate] 
  

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