Joinder and Assumption Agreement - Bank Hapoalim B.M.


 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, BANK HAPOALIM B.M. – New York Branch (“Assumptor”), a New York licensed branch of an Israel 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: BANK HAPOALIM B.M. 
  
 Assumptor’s Address for Notices: 
  
 1177 Avenue of the Americas 
 New York, NY 10036 
 Attention: Helen H. Gateson 
 Phone: (212) 782-2161 
 Fax: (212) 782-2382 
 email: hgateson@hapoalimusa.com 
  
 Commitment assumed: Twenty Million Dollars ($20,000,000) 
  

			
	 BANK HAPOALIM B.M.,
         as Assumptor

		
	 By:
	 	 /s/ Laura Anne Raffa


	 Name:
	 	 Laura Anne Raffa


	 Title:
	 	 Executive Vice President and Corporate Manager


		
	 By:
	 	 /s/


	 Name:
	 	  


	 Title:
	 	  



  

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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 Twenty Million Dollars ($20,000,000). 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:
	 	 Senior Vice President, Vice President



  

 3 








							
	 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, NEW YORK AGENCY	 	 	 	 
				
	 By:
	 	 /s/ Kwong Yew Wong, /s/ Philip Cheong

	 	 	 	 
	 Name:
	 	 Kwong Yew Wong, Philip Cheong

	 	 	 	 
	 Title:
	 	 Agent and General Manager, VP and Deputy General Manager

	 	 	 	 
		
	 COLONIAL BANK, N.A.
	 	 CALYON NEW YORK BRANCH

				
	 By:
	 	 /s/ Amy J. Nunneley

	 	 By:
	 	 /s/ William Denton, /s/ Peter Rasmussen


	 Name:
	 	 Amy J. Nunneley

	 	 Name:
	 	 William Denton, Peter Rasmussen


	 Title:
	 	 Senior Vice President

	 	 Title:
	 	 Managing Director, Managing Director



  

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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 B.M.
	  	 	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. 







 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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