JOINDER AND ASSUMPTION AGREEMENT for HOMEBANC CORP. and HOMEBANC MORTGAGE CORPORATION 6/04 AMENDED AND RESTATED

EX-10.3 4 dex103.htm JOINDER AND ASSUMPTION AGREEMENT - UNITED OVERSEAS BANK Joinder and Assumption Agreement - United Overseas Bank

Exhibit 10.3

 

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, UNITED OVERSEAS BANK LIMITED NEW YORK AGENCY (“Assumptor”), a New York licensed agency of a Republic of China 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: UNITED OVERSEAS BANK LIMITED NEW YORK AGENCY

 

Assumptor’s Address for Notices:

 

United Overseas Bank Limited

New York Agency

592 Fifth Avenue

New York, New York 10036

Attention: Vera Lee

Phone: (212) 382-0088 ext. 51

Fax: (212) 382-1881

email: ***@***

 

Commitment assumed: Fifty Million Dollars ($50,000,000)

 

UNITED OVERSEAS BANK LIMITED

NEW YORK AGENCY,

  as Assumptor

By:

 

 

/s/ Kwong Yew Wong, /s/ Philip Cheong


Name:

 

 

Kwong Yew Wong, Philip Cheong


Title:

 

 

Agent and General Manager,

V.P. and Deputy General Manager


 

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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. Hensen


 

By:

 

/s/ Bill Earley, /s/ Mike McCarthy


Name:

 

Paul E. Hensen


 

Name:

 

Bill Earley, Mike McCarthy


Title:

 

Executive Vice President


 

Title:

 

SVP, VP


 

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CALYON NEW YORK BRANCH

 

BNP PARIBAS

By:

 

/s/ William Denton, /s/ Peter Rasmussen


 

By:

 

/s/ Barry Chung, /s/ Laurent Vanderzyppe


Name:

 

William Denton, Peter Rasmussen


 

Name:

 

/s/ Barry Chung, Laurent Vanderzyppe


Title:

 

Managing Director, Managing Director


 

Title:

 

Vice President, Director


COLONIAL BANK, N.A.

 

BANK HAPOALIM

By:

 

/s/ Amy J. Nunneley


 

By:

 

/s/ Laura Anne Raffa, /s/


Name:

 

Amy J. Nunneley


 

Name:

 

Laura Anne Raffa


Title:

 

Senior Vice President


 

Title:

 

Executive Vice President and Corporate Manager


SOVEREIGN BANK

       

By:

 

/s/ Stephen E. Burse


       

Name:

 

Stephen E. Burse


       

Title:

 

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 Limited, 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.


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        
$755,000,000   August 4, 2004 through the Termination Date  

By:

 

/s/ Thanh Roettele


       

Name:

 

Thanh Roettele


       

Title:

 

Vice President


 

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