Exhibit 10.1
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, FIRST COMMERCIAL BANK, NEW YORK AGENCY (“
Assumptor ”), the New York licensed agency of a
Republic of China banking corporation having an office at 750 Third
Avenue, 34th Floor, New York, New York 10017, 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 an
