Letter Agreement


 Exhibit 10.2 
  
 

 
 JPMORGAN CHASE BANK, N.A. 
 717 TRAVIS, 6th FLOOR NORTH

 HOUSTON, TEXAS 77002 
  
 March 2, 2005 
  
 HomeBanc Corp. 
 HomeBanc Mortgage Corporation 
 2002 Summit Boulevard, Suite 100 
 Atlanta, Georgia 30319 
  
 Attention: Mr. James Krakau 
  

	 	Re:	HomeBanc Mortgage Corporation — security for Obligations under the Application and Agreement for Standby Letter of Credit dated as of August 11, 2003 (the
“Reimbursement Agreement”) comprised of Pledged Loans that have become ineligible to be Collateral under the 6/04 Amended and Restated Senior Secured Credit Agreement dated as of June 7, 2004 and effective as of July 19,
2004, as amended (the “Credit Agreement”) among HomeBanc Corp., a Georgia corporation (“HC”), its wholly-owned subsidiary, HomeBanc Mortgage Corporation, a Delaware corporation
(“HMC”, HC and HMC being sometimes referred to individually as a “Company” and together as the “Companies”), JPMorgan Chase Bank (“JPMorgan”), as a
lender and as agent and representative of the other lenders party thereto (in that capacity JPMorgan is called the “Agent”) and such other lenders (together with JPMorgan as a lender, the “Lenders”)


  
 Ladies and Gentlemen: 
  
 Please sign and return a copy of this letter to us to evidence your
agreements with JPMorgan that: 
  
 1. Defined Terms. All
capitalized terms defined in the Credit Agreement and used, but not defined differently, in this letter have the same meanings here as there. 
  
 2. Formerly Fully Qualified Credit Agreement Collateral. Each first lien Dry Loan that is Pledged to the Agent from time to time under the Credit
Agreement and that at one time satisfied all conditions for eligibility as Collateral under the Credit Agreement and is not In Default but as to which one or more of the following numbered Disqualifiers as listed on Schedule DQ of the Credit
Agreement (to which reference is here made for the full description of the Disqualifiers summarized for convenience below) has occurred: 
  
 15. (More than 180 days have elapsed since the Original Pledge Date of a Pledged Loan other than a Construction/Permanent Loan, a HELOC, a Second Lien
Loan, an Interest Only Loan that is a Prime Loan or a 3/6-5/6 Hybrid ARM) 






 Mr. James Krakau 
 March 2,
2005 
 Page 2 
  
 16. (More than 60 days have elapsed since the Original Pledge Date of an Interest Only Loan or a 3/6-5/6 Hybrid ARM) 
  
 which Dry Loans are herein called the “Formerly Fully Qualified Credit Agreement
Collateral”, shall automatically (i) cease to secure the “Obligations” under, and as that term is defined in, the Credit Agreement (the “Credit Agreement Obligations”) and (ii) be and become collateral
security for the “Obligations” under, and as that term is defined in, the Reimbursement Agreement (the “Reimbursement Agreement Obligations”), pursuant to Section 5 of the Reimbursement Agreement, either:

  
 (a) as to each item of Formerly Fully Qualified Credit
Agreement Collateral that is now in the possession of JPMorgan, today; 
  
 (b) as to each of the Companies’ Dry Loans whose original Mortgage Note is hereafter delivered to JPMorgan or otherwise comes into JPMorgan’s possession and: 
  
 (1) initially are eligible Collateral under the Credit Agreement, on the day when it first ceases to be eligible Collateral
under the Credit Agreement; or 
  
 (2) are not eligible
Collateral under the Credit Agreement when delivered, on the day when it is delivered to JPMorgan or otherwise comes into JPMorgan’s possession; 
  
 provided that (i) no Dry Loan whose original Mortgage Note is not in the JPMorgan’s actual possession shall have collateral value as security for the
Reimbursement Agreement Obligations (a lost note affidavit is not an acceptable substitute for the original Mortgage Note), (ii) no Dry Loan the Lien of whose related Mortgage is of less than first priority shall have collateral value as security
for the Reimbursement Agreement Obligations, (iii) no Dry Loan that is not, or ceases, being paid in accordance with its terms (without regard to any waivers granted or modifications made after, or in anticipation of, default) shall have (or
continue to have) collateral value as security for the Reimbursement Agreement Obligations and (iv) each item of Formerly Fully Qualified Credit Agreement Collateral shall automatically have zero collateral value as security for the Reimbursement
Agreement Obligations on and after the day that is three hundred sixty-five (365) days after the date of its Mortgage Note. 
  
 Each Company hereby pledges to JPMorgan, and grants JPMorgan a security interest in, all of such Company’s present and future right, title and interest in and to the
Formerly Fully Qualified Credit Agreement Collateral, whether now owned or hereafter acquired, to secure all of the Reimbursement Agreement Obligations, to the same effect as if the Formerly Fully Qualified Credit Agreement Collateral were
specifically described in Section 5 of the Reimbursement Agreement. 






 Mr. James Krakau 
 March 2,
2005 
 Page 3 
  
 3. No Other or Additional Security Interest Created in the Credit Agreement Collateral. The Companies do not intend to grant, and JPMorgan
disclaims, any security interest in favor of JPMorgan (other than the security interest therein granted to JPMorgan in its capacities as a Lender and as agent and representative of the other Lenders under the Credit Agreement, which the Companies
and JPMorgan hereby ratify and confirm) in any of the Collateral for the Credit Agreement Obligations that has not become Formerly Fully Qualified Credit Agreement Collateral because it has ceased to qualify as eligible Collateral under the terms
and conditions of the Credit Agreement and has zero Collateral Value under the Credit Agreement. Any Dry Loan that now or hereafter secures the Credit Agreement Obligations does not and will not secure the Reimbursement Agreement Obligations, either
simultaneously or alternatively. 
  
 4. UCC Statements.
Each Company hereby authorizes JPMorgan to file such UCC financing statements as JPMorgan shall deem necessary or appropriate to perfect and continue perfection of the security interest hereby granted and confirmed by the Companies to JPMorgan in
and to the Formerly Fully Qualified Credit Agreement Collateral. 
  
 5. Collateral Value of Formerly Fully Qualified Credit Agreement Collateral. The value of the Formerly Fully Qualified Credit Agreement Collateral as collateral security for the Reimbursement Agreement Obligations shall be its
Collateral Value as it would be determined under the Credit Agreement if no Disqualifier existed and the Advance Rate for it were fifty percent (50%) instead of the Advance Rate for that type of Collateral that is specified in the Credit Agreement;
provided that if any item of Formerly Fully Qualified Credit Agreement Collateral shall be or become In Default, or if more than three hundred sixty-five (365) days shall have elapsed since its Mortgage Note’s date, the collateral value
of that item as security for the Reimbursement Agreement Obligations shall automatically be and become zero. 
  
 6. Weekly Listing Report. Weekly, the Companies agree to provide JPMorgan a list of all Formerly Fully Qualified Credit Agreement Collateral
substantially in the form of Exhibit A to this letter. 






 Mr. James Krakau 
 March 2,
2005 
 Page 4 
  
 7. Companies to Provide Additional Cash, Cash Equivalent Collateral or Other Acceptable Collateral. If at any time the aggregate collateral value
of all Formerly Fully Qualified Credit Agreement Collateral pledged to JPMorgan to secure the Reimbursement Agreement Obligations for any reason or reasons shall be less than Three Million Five Hundred Thousand Dollars ($3,500,000), the Companies
agree to immediately pledge to JPMorgan cash collateral, cash equivalent collateral or collateral that fully satisfies all conditions for eligibility as Collateral under the Credit Agreement (but is not Pledged to the Agent) and that is acceptable
to JPMorgan in all respects, having aggregate collateral value, as determined by JPMorgan, at least equal to such deficit, to secure the Reimbursement Agreement Obligations, so that at all times they will be secured by collateral having collateral
value of not less than Three Million Five Hundred Thousand Dollars ($3,500,000). 
  

							
	 	 	 	 	Very truly yours,
			
	 	 	 	 	JPMORGAN CHASE BANK
				
	 	 	 	 	By:	 	 /s/Michael W. Nicholson


	 	 	 	 	Name:	 	Michael W. Nicholson
	 	 	 	 	Title:	 	Senior Vice President
	Agreed:	 	 	 	 
		
	HOMEBANC CORP.	 	HOMEBANC MORTGAGE CORPORATION
				
	By:	 	 /s/James L. Krakau

	 	By:	 	 /s/James L. Krakau


	Name:	 	James L. Krakau	 	Name:	 	James L. Krakau
	Title:	 	Senior Vice President	 	Title:	 	Senior Vice President







 EXHIBIT A 
  

Weekly Reimbursement Agreement Collateral Report 
  
 The undersigned hereby certify to JPMorgan Chase Bank, N.A. that as of
                    , 200  , the Formerly Fully Qualified Credit Agreement Collateral, as defined in the letter agreement
dated as of March 2, 2005 among HomeBanc Corp., a Georgia corporation (“HC”), its wholly-owned subsidiary, HomeBanc Mortgage Corporation, a Delaware corporation (“HMC”, HC and HMC being
sometimes referred to individually as a “Company” and together as the “Companies”) and JPMorgan Chase Bank (“JPMorgan”), none of which is In Default, and which secures the
Reimbursement Agreement Obligations (as also defined in that letter agreement) is as follows: 
  

														
	LOAN
NO.

	 	BORROWER OR
CUSTOMER NAME

	 	NOTE DATE

	 	ORIGINAL
PRINCIPAL
AMOUNT

	 	PRINCIPAL
BALANCE

	 	LOAN TYPE

	 	COLLATERAL
VALUE


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	
	

	TOTAL COLLATERAL VALUE	 	$	 
	 	 	 	 	 	 	 	 	 	 	 	 	
	


  

							
	HOMEBANC CORP.	 	HOMEBANC MORTGAGE CORPORATION
				
	By:	 	_______________________________________	 	By:	 	_______________________________________
	Name:	 	_______________________________________	 	Name:	 	_______________________________________
	Title:	 	_______________________________________	 	Title:	 	_______________________________________
	Date:                     , 200  	 	Date:                     , 200