EXHIBIT 10.5
AMENDMENT NO. 8 TO MASTER
REPURCHASE AGREEMENT
Amendment No. 8, dated as of
December 22, 2005 (this “ Amendment ”),
among MERRILL LYNCH MORTGAGE CAPITAL INC. (“ Buyer
”), HOMEBANC MORTGAGE CORPORATION (“ HMC ”
and a “ Seller ”) and HOMEBANC CORP. (“
HB Corp. ” and a “ Seller ”,
together with HMC as the “ Sellers
”).
RECITALS
The Buyer and the Sellers are
parties to that certain Master Repurchase Agreement, dated as of
February 27, 2002, as amended by Amendment No. 1, dated
as of April 15, 2003, Amendment No. 2, dated as of
May 28, 2003, Amendment No. 3, dated as of
February 25, 2004, Amendment No. 4, dated as of
June 7, 2004, Amendment No. 5 and Joinder, dated as of
December 31, 2004, Amendment No. 6, dated as of
February 25, 2005 and Amendment No. 7, dated as of November
30, 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 Sellers 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
Sellers 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. Financial
Covenants . Section 12(j) of the Existing Repurchase
Agreement is hereby amended by deleting clause (iii) thereto
and replacing it with the following language:
“(iii) Total Recourse
Liabilities to Adjusted Tangible Net Worth Ratio . HB Corp.
shall not permit the ratio of: (x
