Recitals

Amendment No. 1 to Master Loan and Security Agreement

Exhibit 10.1

EXECUTION VERSION

AMENDMENT NO. 1

TO MASTER LOAN AND SECURITY AGREEMENT

Amendment No. 1, dated as of April 9, 2007 (this “Amendment”), by and among JPMORGAN CHASE BANK, N.A. (the “Administrative Agent”), HOMEBANC MORTGAGE CORPORATION (a “Borrower”) and HOMEBANC CORP. (a “Borrower”) and the Lenders party to the Loan Agreement from time to time.

RECITALS

The Administrative Agent, Lenders and the Borrowers are parties to that certain Master Loan and Security Agreement, dated as of November 17, 2006 (the “Existing Loan Agreement”; as amended by this Amendment, the “Loan Agreement”).

The Administrative Agent, the Lenders and the Borrowers have agreed, subject to the terms and conditions of this Amendment, that the Existing Loan Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Loan Agreement.

Accordingly, the Administrative Agent, the Lenders and the Borrowers hereby agree, in consideration of the mutual premises and mutual obligations set forth herein, that the Existing Loan Agreement is hereby amended as follows:

SECTION 1. Definitions. Section 1 of the Existing Loan Agreement is hereby amended by adding the following defined term in its proper alphabetical order:

Securitization Transaction” shall mean a transaction pursuant to which mortgage backed securities backed by a pool of Mortgage Loans are issued.

SECTION 2. Security Interest. Section 10.1(a) of the Existing Loan Agreement is hereby amended by deleting subclause (ii) in its entirety and replacing it with the following:

“(ii) all Servicing Rights owned by either Borrower from time to time related to any Asset or related to any Servicing Contract pertaining to the servicing of mortgage loans owned by either Borrower or owned by a trustee or other agent, in all cases, in connection with a Securitization Transaction.”

SECTION 3. Conditions Precedent. This Amendment shall become effective as of the date hereof (collectively, the “Amendment Effective Date”) subject to the satisfaction of the following conditions precedent:

3.1 Delivered Documents. On the Amendment Effective Date, the Administrative Agent shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a) this Amendment, executed and delivered by duly authorized officers of the Administrative Agent, the Lenders and the Borrowers;


(b) Evidence that all other actions necessary, or in the opinion of the Administrative Agent, desirable to perfect and protect Administrative Agent’s interest (for the benefit of the Lenders) in the Loans and other Collateral have been taken, including, without limitation, UCC searches and duly authorized and filed Uniform Commercial Code financing statements on Form UCC3 with respect to each Borrower; and

(c) such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 4. Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Loan Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

SECTION 5. Fees. Each Borrower agrees to pay as and when billed by the Administrative Agent all of the reasonable fees, disbursements and expenses of counsel to the Administrative Agent and Lenders in connection with the development, preparation and execution of, this Amendment or any other documents prepared in connection herewith and receipt of payment thereof shall be a condition precedent to the Administrative Agent, for the benefit of the Lenders, entering into any Loan pursuant hereto.

SECTION 6. Confidentiality. The parties hereto acknowledge that this Amendment, the Existing Loan Agreement, and all drafts thereof, documents relating thereto and transactions contemplated thereby are confidential in nature and each Borrower agrees that, unless otherwise directed by a court of competent jurisdiction, they shall limit the distribution of such documents and the discussion of such transactions to such of its officers, employees, attorneys, accountants and agents as is required in order to fulfill its obligations under such documents and with respect to such transactions.

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 8. Counterparts. This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.

SECTION 9. Conflicts. The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Loan Agreement, the provisions of this Amendment shall control.

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and a Lender
By:  

/s/ Michael W. Nicholson

Name:   Michael W. Nicholson
Title:   Executive Director

HOMEBANC MORTGAGE CORPORATION

as a Borrower

By:  

/s/ James L. Krakau

Name:   James L. Krakau
Title:   Senior Vice President

HOMEBANC CORP.

as a Borrower

By:  

/s/ James L. Krakau

Name:   James L. Krakau
Title:   Senior Vice President


BNP PARIBAS, as a Lender
By:  

/s/ Indra D. Kish

Name:   Indra D. Kish
Title:   Director
By:  

/s/ Laurent Vanderzyppe

Name:   Laurent Vanderzyppe
Title:   Managing Director

 

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COMMERZBANK

AKTIENGESELLSCHAFT NEW YORK BRANCH and GRAND CAYMAN

BRANCH, as a Lender

By:  

/s/ Gerard A. Araw

Name:   Gerard A. Araw
Title:   Assistant Vice President
By:  

/s/ Michael P. McCarthy

Name:   Michael P. McCarthy
Title:   Vice President

 

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US BANK NATIONAL ASSOCIATION, as a Lender
By:  

/s/ Darin Kragenbring

Name:   Darin Kragenbring
Title:   Vice President

 

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KEYBANK NATIONAL ASSOCIATION, as a Lender

By:

 

/s/ Paul Henson

Name:

  Paul Henson

Title:

  Executive Vice President

 

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DB STRUCTURED PRODUCTS, INC., as a Lender
By:  

/s/ Glenn Minkoff

Name:   Glenn Minkoff
Title:   Director
By:  

/s/ John McCarthy

Name:   John McCarthy
Title:   Authorized Signatory

 

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FORTIS CAPITAL CORP., as a Lender
By:  

/s/ Alan Krouk

Name:   Alan Krouk
Title:   Managing Director
By:  

/s/ Barry Chung

Name:   Barry Chung
Title:   Senior Vice President

 

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BANK HAPOALIM BM, as a Lender
By:  

/s/ Helen H. Gateson

Name:   Helen H. Gateson
Title:   Vice President
By:  

/s/ Charles McLaughlin

Name:   Charles McLaughlin
Title:   Senior Vice President

 

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