JOINDER AND ASSUMPTION AGREEMENT for HOMEBANC CORP. and HOMEBANC MORTGAGE CORPORATION 6/04 AMENDED AND RESTATED SENIOR SECURED CREDIT AGREEMENT

Exhibit 10.5

JOINDER AND ASSUMPTION AGREEMENT

for

HOMEBANC CORP. and

HOMEBANC MORTGAGE CORPORATION

6/04 AMENDED AND RESTATED

SENIOR SECURED CREDIT AGREEMENT

Reference is made to the 6/04 Senior Secured Credit Agreement dated as of June 7, 2004 (as it may be supplemented, amended or restated from time to time, the “Current Credit Agreement”), among HOMEBANC CORP. (“HC”), HOMEBANC MORTGAGE CORPORATION (“HMC” and together with HC, the “Companies”), JPMORGAN CHASE BANK and the other lenders party thereto (the “Lenders”) and JPMORGAN CHASE BANK, as agent and representative of the Lenders (the “Agent”). Terms defined in the Current Credit Agreement and used but not defined differently herein have the same meanings here as there.

Effective as of the Joinder Date, as defined below, CALYON NEW YORK BRANCH (“Assumptor”), a French banking corporation, hereby joins in the Current Credit Agreement as a Lender. Assumptor hereby adopts and ratifies the Current Credit Agreement. Assumptor hereby accepts and assumes, to the extent of its Commitment and Advances, the rights and obligations of a Lender under the Current Credit Agreement arising on or after the Joinder Date. The Agent has furnished the Assumptor, and the Assumptor hereby acknowledges receipt of, true and complete copies of the Current Credit Agreement, the Custody Agreement and such other Facilities Papers as the Assumptor has requested.

From and after the Joinder Date the Assumptor shall be a party to and be bound by the provisions of the Current Credit Agreement and, to the extent of its Commitment and Advances, shall have the rights and obligations of a Lender thereunder to the extent arising on or after the Joinder Date.

Assumptor hereby confirms to and agrees with the other parties to the Current Credit Agreement as follows: (i) neither the Agent nor any other Lender has made or is making any representation or warranty or has assumed or is assuming any responsibility with respect to any statements, warranties or representations made in or in connection with the Current Credit Agreement or any other Facilities Papers or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Current Credit Agreement or any other Facilities Paper; (ii) neither the Agent nor any other Lender has made or is making any representation or warranty or has assumed or is assuming any responsibility with respect to the financial condition of the Company or any of its Affiliates or the performance or observance by the Company of any of its obligations under the Current Credit Agreement or any other Facilities Paper; (iii) Assumptor confirms that it has received a copy of the Current Credit Agreement and the 6/23/04 Amendment to Credit Agreement and a copy of the 6/04 Custody Agreement, together with copies of the financial statements of HMC dated December 31, 2003, pro forma post-IPO financial projections of HC, and such other documents and information as Assumptor has deemed appropriate to make its own credit analysis and decision to enter into this Joinder and Assumption Agreement; (iv) independently and without reliance upon the Agent or any other Lender and based on such documents and information as Assumptor shall deem appropriate at

the time, Assumptor will continue to make its own decisions in taking or not taking action under the Current Credit Agreement and the other Facilities Papers; (v) Assumptor appoints and authorizes the Agent to take such action as agent on its behalf and as its representative and to exercise such powers under the Current Credit Agreement and all related documents as are reserved or delegated to the Agent by the terms thereof, together with all such powers as are reasonably incidental thereto and (vi) Assumptor agrees that it will perform in accordance with their terms all obligations that by the terms of the Current Credit Agreement or any other Facilities Paper are required to be performed by it as a Lender.

This Joinder and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any conflicts of laws principles that would require the application of the laws of another jurisdiction.

“Joinder Date”: August 4, 2004

Legal Name of Assumptor: CALYON NEW YORK BRANCH

Assumptor’s Address for Notices:

0000 Xxxxxx xx xxx Xxxxxxxx

Xxx Xxxx, Xxx Xxxx 00000

Attention: Xxx Xxxxxxx

Phone: (000) 000-0000

Fax: (000) 000-0000

email: xxx.xxxxxx@xx.xxxxxx.xxx

Commitment assumed: Fifty Million Dollars ($50,000,000)

CALYON NEW YORK BRANCH,
as Assumptor
By:		/s/ Xxxxxxx Xxxxxx
Name:		Xxxxxxx Xxxxxx
Title:		Managing Director
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Managing Director

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CONSENT AND RATIFICATION BY THE COMPANY, THE EXISTING LENDERS

AND THE AGENT

The undersigned hereby consent to the foregoing joinder and assumption and ratify the Current Credit Agreement. The Company agrees to execute and deliver to Assumptor a Senior Credit Note substantially in the form of Exhibit A-1 to the Current Credit Agreement in the face principal amount of Fifty Million Dollars ($50,000,000). Attached hereto are updates of Schedules LC and MAC to the Current Credit Agreement reflecting the Lenders’ (including the Assumptor’s) Committed Sums and the Aggregate Committed Sum on specified dates. To the current actual knowledge of each of the Company and the Agent, without special investigation, no Event of Default has occurred under the Current Credit Agreement that has not been declared in writing by the Agent to have been cured by the Company or waived by the Lenders.

HOMEBANC MORTGAGE CORPORATION				HOMEBANC CORP.
By:		/s/ Xxxxx X. Xxxxxxx		By:		/s/ Xxxxx X. Xxxxxxx
Name:		Xxxxx X. Xxxxxxx		Name:		Xxxxx X. Xxxxxxx
Title:		Executive Vice President		Title:		Executive Vice President
JPMORGAN CHASE BANK				U.S. BANK NATIONAL ASSOCIATION
By:		/s/ Xxxxx Xxxxxxxx		By:		/s/ Xxxxxxx X. Xxxxxxxx
Name:		Xxxxx Xxxxxxxx		Name:		Xxxxxxx X. Xxxxxxxx
Title:		Vice President		Title:		Vice President
KEY BANK NATIONAL ASSOCIATION				COMMERZBANK
				AKTIENGESELLSCHAFT
				NEW YORK BRANCH AND GRAND
				CAYMAN BRANCH
By:		/s/ Xxxx X. Xxxxxx		By:		/s/ Xxxx Xxxxxx, /s/ Xxxx XxXxxxxx
Name:		Xxxx X. Xxxxxx		Name:		Xxxx Xxxxxx, Xxxx XxXxxxxx
Title:		Executive Vice President		Title:		SVP, VP

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SOVEREIGN BANK				BNP PARIBAS
By:		/s/ Xxxxxxx X. Xxxxx		By:		/s/ Xxxxx Xxxxx, /s/ Xxxxxxx Xxxxxxxxxxx
Name:		Xxxxxxx X. Xxxxx		Name:		Xxxxx Xxxxx, Xxxxxxx Xxxxxxxxxxx
Title:		Vice President		Title:		Vice President, Director
UNITED OVERSEAS BANK LIMITED,				BANK HAPOALIM
NEW YORK AGENCY
By:		/s/ Xxxxx Xxx Xxxx, /s/ Xxxxxx Xxxxxx		By:		/s/ Xxxxx Xxxx Xxxxx, /s/
Name:		Xxxxx Xxx Xxxx, Xxxxxx Xxxxxx		Name:		Xxxxx Xxxx Xxxxx
Title:		Agent and General Manager, Vice President and Deputy General Manager		Title:		Executive Vice President and Corporate Manager
COLONIAL BANK, N.A.
By:		/s/ Xxx X. Xxxxxxxx
Name:		Xxx X. Xxxxxxxx
Title:		Senior Vice President

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SCHEDULE LC

TO 6/04 CREDIT AGREEMENT

(August 4, 2004 Update)

The Lenders’ Committed Sums

Lender		Committed Sum from 6/7/04* through 8/3/04			Committed Sum from 8/4/04 through the Termination Date
JPMorgan		$	200,000,000		$	200,000,000
Key Bank National Association			150,000,000			150,000,000
Commerzbank Aktiengesellschaft New York Branch and Grand Cayman Branch			100,000,000			100,000,000
U.S. Bank National Association			75,000,000			75,000,000
Calyon New York Branch			0			50,000,000
BNP Paribas			0			50,000,000
United Overseas Bank Ltd., New York Agency			0			50,000,000
Colonial Bank, N.A.			0			25,000,000
Bank Hapoalim			0			20,000,000
Sovereign Bank			0			35,000,000
Aggregate Committed Sum		$	525,000,000		$	755,000,000

* Commitments actually became effective on the “Effective Date”, July 19, 2004.

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SCHEDULE MAC

TO 6/04 CREDIT AGREEMENT

(August 4, 2004 Update)

(Updates of this Schedule are effective only if signed by a Vice President

or more senior officer of JPMorgan Chase Bank, Agent)

The Maximum Aggregate Commitment from and after the following dates is as follows:

Maximum Aggregate Commitment		From and after		Update certified effective by the undersigned officer of JPMorgan Chase Bank, Agent
$525,000,000		June 7, 2004 through August 3, 2004
$775,000,000		August 4, 2004 through the Termination Date		By:		/s/ Xxxxx Xxxxxxxx
				Name:		Xxxxx Xxxxxxxx
				Title:		Vice President

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