Amendment No. 1 to Master Loan and Security  Agreement


 Exhibit 10.1 
 EXECUTION VERSION 
 AMENDMENT NO. 1 
 TO MASTER LOAN AND SECURITY AGREEMENT 
 Amendment No. 1, dated as of
April 9, 2007 (this “Amendment”), by and among JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”), HOMEBANC MORTGAGE CORPORATION (a “Borrower”) and HOMEBANC CORP. (a
“Borrower”) and the Lenders party to the Loan Agreement from time to time. 
 RECITALS 
 The Administrative Agent, Lenders and the Borrowers are parties to that certain Master Loan and Security Agreement, dated as of November 17, 2006
(the “Existing Loan Agreement”; as amended by this Amendment, the “Loan Agreement”). 
 The Administrative
Agent, the Lenders and the Borrowers have agreed, subject to the terms and conditions of this Amendment, that the Existing Loan Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Loan Agreement. 
 Accordingly, the Administrative Agent, the Lenders and the Borrowers hereby agree, in consideration of the mutual premises and mutual obligations set
forth herein, that the Existing Loan Agreement is hereby amended as follows: 
 SECTION 1. Definitions. Section 1 of the Existing
Loan Agreement is hereby amended by adding the following defined term in its proper alphabetical order: 
 “Securitization Transaction” shall mean a transaction pursuant to which mortgage backed securities backed by a pool of Mortgage Loans are issued. 
 SECTION 2. Security Interest. Section 10.1(a) of the Existing Loan Agreement is hereby amended by deleting subclause (ii) in its
entirety and replacing it with the following: 
 “(ii) all Servicing Rights owned by either Borrower from time to time
related to any Asset or related to any Servicing Contract pertaining to the servicing of mortgage loans owned by either Borrower or owned by a trustee or other agent, in all cases, in connection with a Securitization Transaction.” 

SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (collectively, the “Amendment Effective
Date”) subject to the satisfaction of the following conditions precedent: 
 3.1 Delivered Documents. On the
Amendment Effective Date, the Administrative Agent shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance: 
 (a) this Amendment, executed and delivered by duly authorized officers of the Administrative Agent, the Lenders and the Borrowers;







 (b) Evidence that all other actions necessary, or in the opinion of the Administrative
Agent, desirable to perfect and protect Administrative Agent’s interest (for the benefit of the Lenders) in the Loans and other Collateral have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform
Commercial Code financing statements on Form UCC3 with respect to each Borrower; and 
 (c) such other documents as the
Administrative Agent or counsel to the Administrative Agent may reasonably request. 
 SECTION 4. Limited Effect. Except as expressly
amended and modified by this Amendment, the Existing Loan Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 
 SECTION 5. Fees. Each Borrower agrees to pay as and when billed by the Administrative Agent all of the reasonable fees, disbursements and expenses of counsel to the Administrative Agent and Lenders 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 Administrative Agent, for the benefit of the
Lenders, entering into any Loan pursuant hereto. 
 SECTION 6. Confidentiality. The parties hereto acknowledge that this Amendment,
the Existing Loan Agreement, and all drafts thereof, documents relating thereto and transactions contemplated thereby are confidential in nature and each Borrower agrees 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 Loan Agreement, the provisions of this Amendment shall control. 
 [SIGNATURE PAGE FOLLOWS] 
  

 -2- 







 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, N.A.,
	as Administrative Agent and a Lender
		
	By:	 	 /s/ Michael W. Nicholson

	Name:	 	Michael W. Nicholson
	Title:	 	Executive Director
	
	 HOMEBANC MORTGAGE CORPORATION
 as a
Borrower

		
	By:	 	 /s/ James L. Krakau

	Name:	 	James L. Krakau
	Title:	 	Senior Vice President
	
	 HOMEBANC CORP.
 as a
Borrower

		
	By:	 	 /s/ James L. Krakau

	Name:	 	James L. Krakau
	Title:	 	Senior Vice President









			
	BNP PARIBAS, as a Lender
		
	By:	 	 /s/ Indra D. Kish

	Name:	 	Indra D. Kish
	Title:	 	Director
		
	By:	 	 /s/ Laurent Vanderzyppe

	Name:	 	Laurent Vanderzyppe
	Title:	 	Managing Director


  

 -2- 








			
	 COMMERZBANK
 AKTIENGESELLSCHAFT NEW
YORK BRANCH and GRAND CAYMAN
 BRANCH, as a Lender

		
	By:	 	 /s/ Gerard A. Araw

	Name:	 	Gerard A. Araw
	Title:	 	Assistant Vice President
		
	By:	 	 /s/ Michael P. McCarthy

	Name:	 	Michael P. McCarthy
	Title:	 	Vice President


  

 -3- 








			
	US BANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Darin Kragenbring

	Name:	 	Darin Kragenbring
	Title:	 	Vice President


  

 -4- 








			
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	 By:
	 	 /s/ Paul Henson

	 Name:
	 	Paul Henson
	 Title:
	 	Executive Vice President


  

 -5- 








			
	DB STRUCTURED PRODUCTS, INC., as a Lender
		
	By:	 	 /s/ Glenn Minkoff

	Name:	 	Glenn Minkoff
	Title:	 	Director
		
	By:	 	 /s/ John McCarthy

	Name:	 	John McCarthy
	Title:	 	Authorized Signatory


  

 -6- 








			
	FORTIS CAPITAL CORP., as a Lender
		
	By:	 	 /s/ Alan Krouk

	Name:	 	Alan Krouk
	Title:	 	Managing Director
		
	By:	 	 /s/ Barry Chung

	Name:	 	Barry Chung
	Title:	 	Senior Vice President


  

 -7- 








			
	BANK HAPOALIM BM, as a Lender
		
	By:	 	 /s/ Helen H. Gateson

	Name:	 	Helen H. Gateson
	Title:	 	Vice President
		
	By:	 	 /s/ Charles McLaughlin

	Name:	 	Charles McLaughlin
	Title:	 	Senior Vice President


  

 -8-