Joinder and Assumption Agreement - Calyon New York Branch


 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: 
  
 1301 Avenue of the Americas

 New York, New York 10019 
 Attention: Jay Buckley 

Phone: (212) 261-7340 
 Fax: (212) 261-3438 
 email: jay.buckly@us.calyon.com 
  
 Commitment assumed: Fifty Million Dollars ($50,000,000) 
  

			
	CALYON NEW YORK BRANCH,
	    as Assumptor
		
	By:	 	 /s/ William Denton


	Name:	 	 William Denton


	Title:	 	 Managing Director


		
	By:	 	 /s/ Peter Rasmussen


	Name:	 	 Peter Rasmussen


	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/ Debra F. Watkins

	 	By:	 	 /s/ Debra F. Watkins


	Name:	 	 Debra F. Watkins

	 	Name:	 	 Debra F. Watkins


	Title:	 	 Executive Vice President

	 	Title:	 	 Executive Vice President


		
	JPMORGAN CHASE BANK	 	U.S. BANK NATIONAL ASSOCIATION
				
	By:	 	 /s/ Thanh Roettele

	 	By:	 	 /s/ William J. Umscheid


	Name:	 	 Thanh Roettele

	 	Name:	 	 William J. Umscheid


	Title:	 	 Vice President

	 	Title:	 	 Vice President


		
	KEY BANK NATIONAL ASSOCIATION	 	COMMERZBANK
	 	 	 	 	AKTIENGESELLSCHAFT
	 	 	 	 	NEW YORK BRANCH AND GRAND
	 	 	 	 	CAYMAN BRANCH
				
	By:	 	 /s/ Paul E. Henson

	 	By:	 	 /s/ Bill Earley, /s/ Mike McCarthy


	Name:	 	 Paul E. Henson

	 	Name:	 	 Bill Earley, Mike McCarthy


	Title:	 	 Executive Vice President

	 	Title:	 	 SVP, VP



  

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	SOVEREIGN BANK	 	BNP PARIBAS
				
	By:	 	 /s/ Stephen E. Burse

	 	By:	 	 /s/ Barry Chung, /s/ Laurent Vanderzyppe


	Name:	 	 Stephen E. Burse

	 	Name:	 	 Barry Chung, Laurent Vanderzyppe


	Title:	 	 Vice President

	 	Title:	 	 Vice President, Director


		
	UNITED OVERSEAS BANK LIMITED,	 	BANK HAPOALIM
	NEW YORK AGENCY	 	 	 	 
				
	By:	 	 /s/ Kwong Yen Wong, /s/ Philip Cheong

	 	By:	 	 /s/ Laura Anne Raffa, /s/


	Name:	 	 Kwong Yen Wong, Philip Cheong

	 	Name:	 	 Laura Anne Raffa


	Title:	 	 Agent and General Manager, Vice President and Deputy General Manager

	 	Title:	 	 Executive Vice President and Corporate Manager


			
	COLONIAL BANK, N.A.	 	 	 	 
				
	By:	 	 /s/ Amy J. Nunneley

	 	 	 	 
	Name:	 	 Amy J. Nunneley

	 	 	 	 
	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/ Thanh Roettele


	 	  	 	 	Name:	 	 Thanh Roettele


	 	  	 	 	Title:	 	 Vice President



  

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