Key Business Partners On-Going $2,366,400 00

Subtotal $19,120,800.00

Grand Total $30,313,760.00

% of Total Award 13.67%

Award Amount $221,694,139 00

i A

s

USI 8047504v2


in Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials
hereby execute and deliver this Fifth Amendment to Commitment to Purchase Financial
Instrument and HFA Participation Agreement as of the Amendment Date.

HFA; TREASURY:

INDIANA HOUSING AND COMMUNITY —- UNITED STATES DEPARTMENT OF THE

DEVELOPMENT AUTHORITY TREASURY

By: By: bon ft Al -
Name: Sherry Seiwert Name: Timothy G. Massad
Title: Executive Director Title: Assistant Secretary for

Financial Stability

ELIGIBLE ENTITY:

INDIANA HOUSING AND COMMUNITY

DEVELOPMENT AUTHORITY

By:

Name: Sherry Sciwert
Title: Executive Director

[Signature Page to Fifth Amsadment to HPA — Indiana}


SERVICE SCHEDULE B-1

Indiana
Hardest Hit Fund Unemployment Bridge Program

Summary Guidelines

1. Program
Overview

Under Indiana’s Hardest Hit Fund Unemployment Bridge Program
(“UBP”) the Indiana Housing and Community Development Authority
(“IHCDA”) offers qualifying individuals who are or were recently
unemployed, through no fault or neglect of their own, the following
assistance (up to the Maximum Household Assistance, defined below) with
respect to their primary mortgage payments:

1. For unemployed homeowners:
a. Funding at the outset of assistance to bring a delinquent
mortgage current (“Reinstatement Assistance”); and
b. Limited monthly assistance to cover their first mortgage
payment and related expenses while seeking new employment.

2. For homeowners who have accumulated a delinquency during a
recent period of unemployment and have become re-employed, but
cannot bring their mortgages current with their current income (“Re-
employed Borrowers”), [HCDA will provide Reinstatement Assistance.
Re-employed Borrowers will qualify for this assistance if they: (a)
qualify in all other respects for assistance; (b) have demonstrated that
they can afford mortgage payments with their post-unemployment
income; and (c) do not have the means for, or otherwise qualify for,
another program providing mortgage reinstatement.

3. For certain borrowers whose servicer elects to participate, IHCDA
shall provide Reinstatement Assistance in conjunction with a mortgage
loan modification by the servicer. Upon acceptance by the servicer,
borrowers whose delinquency is above the amount of the Maximum
Household Assistance may still qualify for such loan modification.

All assistance is subject to approval of the homeowner’s HHF Action Plan,
which is a plan relating solely to TARP-funded modification programs that
will be developed by a housing counseling agency and approved by
IHCDA.

2. Program Goals

The goal of the UBP is to cover a portion of PITI for eligible unemployed

homeowners, allowing them to:

1) Secure re-employment in their occupation; or

2) Access training made available through the Indiana Department of
Workforce Development (“DWD7”) that will help them secure
employment in a new occupation.

3.__ Target

THCDA’s target population is low- to moderate-income homeowners in

US1 8047504v2



SCHEDULE A

BASIC INFORMATION
Eligible Entity Information:
Name of the Eligible Entity: Indiana Housing and Community
Development Authority!
Corporate or other organizational form: body corporate and politic, established and

existing under Indiana Code 5-20-1 et. seq.
Jurisdiction of organization: Indiana

Notice Information:

HFA Information:
Name of HFA: Indiana Housing and Community
Development Authority !

Organizational form: body corporate and politic, established and
existing under Indiana Code 5-20-1 et. seq.

Date of Application: September 1, 2010

Date of Action Plan: September 1, 2010

1 References in the Agreement to the term “HFA” shal] mean the Indiana Housing and Community Development
Authority (“IHCDA”) in its capacity as HFA as such term is used in the Agreement; and references in the
Agreement to the term “Eligible Entity” shall mean IHCDA, in its capacity as Eligible Entity as such term is used in
the Agreement.

Notwithstanding anything to the contrary in the Agreement, (A) for purposes of Section 4(G) thereof, (i) annual
audited financial statements shall be due no later than one hundred eighty (180) days after the end of IHCDA’s fiscal
year, and (ii) quarterly financial statements shall be due no later than forty-five (45) days after the end of each
quarter commencing with the first full quarter ending after the Effective Date; provided that for any quarter IHCDA
does not prepare unaudited financial statements for its internal use, or to be sent to a third party, such quarterly
unaudited financial statement shall not be required and instead IHCDA shall provide to Treasury, no later than forty-
five (45) days after the end of each quarter commencing with the first full quarter ending after the Effective Date,
summary expenses by category [e.g., in-take partners, IHCDA specific expenses (e.g. salaries)], and last business
day of the quarter’s Depository Account bank statement, which information will allow Treasury to review and
confirm the funds used for the Services and Permitted Expenses; (B) for purposes of Section 7 thereof, the powers
and authority of IHCDA shall be governed by and construed in accordance with the laws of the State of Indiana; and
(C) for the purposes of Sections 2(C)(1) and 6(A)(2) thereof, references to the term “instrumentality” shall mean
“body corporate and politic”.

US1:8047504v2


EXHIBITS AND SCHEDULES
Schedule A Basic Information

ScheduleB — Service Schedules
Schedule C Permitted Expenses

USI 8047504v2


SCHEDULE B
SERVICE SCHEDULES
The Service Schedules attached as Schedule B to the Current HPA are hereby deleted in their entirety and

replaced with the attached Service Schedules (numbered sequentially as Service Schedule B-1, Service
Schedule B-2, et. seq.), which collectively comprise Schedule B to the HPA.

USI 8047504v2


FIFTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT
and
HFA PARTICIPATION AGREEMENT

This Fifth Amendment to Commitment to Purchase Financial Instrument and HFA Participation
Agreement (the “Fifth Amendment”) is entered into as of the date set forth on Schedule A
attached hereto as the Fifth Amendment Date (the “Amendment Date”), by and among the
United States Department of the Treasury (“Treasury”), the undersigned party designated as
HFA whose description is set forth in Schedule A attached hereto (for convenience, a “state
housing finance agency” or “HFA”) and the undersigned institution designated by HFA to
participate in the program described below (“Eligible Entity”).

Recitals

WHEREAS, Treasury, HFA and Eligible Entity entered into that certain Commitment to
Purchase Financial Instrument and HFA Participation Agreement (the “Original HPA”) dated as
of the Closing Date, as previously amended by that certain First Amendment to Commitment to
Purchase Financial Instrument and HFA Participation Agreement (the “First Amendment”), as
further amended by that certain Second Amendment to Commitment to Purchase Financial
Instrument and HFA Participation Agreement (the “Second Amendment”), as further amended
by that certain Third Amendment to Commitment to Purchase Financial Instrument and HFA
Participation Agreement (the “Third Amendment”), and as further amended by that certain
Fourth Amendment to Commitment to Purchase Financial Instrument and HFA Participation
Agreement (the “Fourth Amendment”; and together with the Original HPA as amended thereby
and by the First Amendment, Second Amendment and Third Amendment, the “Current HPA”),
dated as of their respective dates all as set forth on Schedule A attached hereto, in connection
with Treasury’s federal housing program entitled the Housing Finance Agency Innovation Fund
for the Hardest Hit Housing Markets (the “HHF Program”), which was established pursuant to
the Emergency Economic Stabilization Act of 2008 (P.L. 110-343), as amended, as the same
may be amended from time to time (“EESA”);

WHEREAS, HFA and Eligible Entity submitted a request to Treasury to make certain revisions
to their Service Schedules and Permitted Expenses, as applicable, and Treasury has agreed to the
same;

WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Fifth Amendment to
document all approved modifications to the Service Schedules and Permitted Expenses, as
applicable;

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Treasury, HFA and Eligible Entity agree as follows.

Fifth Amendment to HPA — Indiana
USI 8047504v2


returned to the UBP may be recycled until December 31, 2017; thereafter,
they will be returned to Treasury.

9. Per Household
Assistance

Total assistance per household (“Maximum Household Assistance’) is not
to exceed $18,000.

10. Duration of
Assistance

Up to the borrowers’ Maximum Household Assistance, eighteen (18)
months, or three (3) months after re-employment, whichever comes first.
In the case of Re-employed Borrowers, assistance ends once the borrower
is made current.

11. Estimated
Number of
Participating

Households

An estimated 10,632 households will receive assistance, inclusive of
payments to clear delinquencies and assistance after re-employment.

12. Program
Inception /
Duration

JHCDA launched the program on May 5, 2011. IHCDA anticipates that
the program will last for approximately two (2) years after the date of
launch.

13. Program
Interaction
with Other
Programs (e.g.
other HFA
programs)

IHCDA manages the Homeless Prevention and Rapid Re-Housing
Program (HPRP) funding for the balance of state Continuum of Care.
THCDA assessment tool for HPRP will incorporate screening for HHF
eligibility for homeowners: at risk of homelessness through foreclosure.
HPRP administrators will be trained on eligibility requirements and
screening for HHF. IHCDA also manages the Indiana Foreclosure
Prevention Network (IFPN), which is a coalition of community service and
housing-related organizations, government agencies, lenders, realtors, and
trade associations that are actively addressing Indiana’s foreclosure crisis
through a variety of methods. IHCDA anticipates contracting with some
of the organizations which are providing IFPN counseling services to
provide eligibility screening, intake and preliminary underwriting for HHF.
Finally, IHCDA will work with DWD to coordinate efforts; for example,
the availability of HHF for qualified unemployed persons may be noted in
Unemployment Insurance benefit determination letters from DWD.

14, Program
Interactions
with HAMP

Borrowers will be pre-screened for HAMP, HAFA and HAMP-UP and
programs offered by lenders. HHF funds can be utilized before or after
assistance from HAMP-UP.

15. Program
Leverage

No leveraging from banks and servicers is required. [HCDA enters into
participation agreements with servicers interested in participating in the
UBP that sets forth IHCDA’s expectations for servicers, including
acceptance of payment from IHCDA and application of payment to PITI
only.

16. Qualify as an
Unemployment
Program

Yes ONo

US1:8047504v2



Population /
Areas

any county in Indiana.

4. Program $191,380,379.00
Allocation
(Excluding
Administrative
Expenses)
5. Borrower 1) Owning only one home;
Eligibility 2) Submission of hardship affidavit documenting inability to pay
Criteria mortgage;
3) Priority of service will be extended to veterans and military personnel
(active or reserve);
4) With respect to currently unemployed borrowers:

a) Unemployed and eligible for unemployment insurance;

b) Engaged in approved training, education or structured volunteer
work (as defined by IHCDA);

c) Current household income below 140% of AMI, adjusted for
borrower household size;

d) Monthly first mortgage PITI payment must be greater than 25% of
the borrower’s gross monthly household income, excluding
unemployment insurance benefits (“Minimum Affordability
Threshold”).

e) Receiving unemployment insurance benefits from DWD at the time
of application;

f) At IHCDA’s sole discretion, borrowers may be removed from the
program for failing to make their required payments;

5) With respect to Re-employed Borrowers:
a) Annual gross household income equal to or less than $150,000.
6. Property / 1) Owner-occupied primary residence located in Indiana.
Loan 2) The unpaid principal balance of the borrower’s first-lien mortgage
Eligibility cannot exceed the conforming loan limit established by the Federal
Criteria Housing Finance Agency, as modified from time to time.
7. Program 1) Property is vacant, abandoned or condemned.
Exclusions 2) Borrower has not exhausted or been ruled ineligible for other programs

(federal or direct lender).

3) Borrower has liquid assets sufficient to make 6 months’ worth of
payments, excluding retirement accounts.
4) Borrower is ineligible for unemployment benefits (for example, due to

exhaustion of benefits, nature of job loss or no W-2 reportable wages).

8. Structure of
Assistance

All assistance is structured as a forgivable, non-recourse, non-amortizing
loan, secured by a junior lien on the property. The loan has a term of ten
(10) years and is forgiven at a rate of 20% per year in years six (6) through
ten (10) of the loan term. If the borrower sells the property before the
forgiveness period expires, all net sale proceeds up to the full principal
balance outstanding will be due and payable to JHCDA. All funds

US1:8047504v2



Notice Information:

Program Participation Cap:

Portion of Program Participation Cap
Representing Original HHF Funds:

Portion of Program Participation Cap
Representing Unemployment HHF Funds:

Permitted Expenses:
Closing Date:

First Amendment Date:
Second Amendment Date:
Third Amendment Date:
Fourth Amendment Date:

Fifth Amendment Date:

Eligible Entity Depository Account Information:

US! 8047504v2

$221,694,139.00

N/A

$82,762,859.00

$30,313,760.00

September 23, 2010

September 29, 2010

March 9, 2011

September 28, 2011

January 25, 2012

July 17, 2012

See account information set forth in the
Depository Account Control Agreement

between Treasury and Eligible Entity
regarding the HHF Program.


In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials
hereby execute and deliver this Fifth Amendment to Commitment to Purchase Financial
Instrument and HFA Participation Agreement as of the Amendment Date.

HFA:

INDIANA HOUSING AND COMMUNITY
DEVELOPMENT AUTHORITY

By: — /s/ Sherry Seiwert
Name: Sherry Seiwert
Title: Executive Director

ELIGIBLE ENTITY:

INDIANA HOUSING AND COMMUNITY
DEVELOPMENT AUTHORITY

By: /s/ Sherry Seiwert
Name: Sherry Seiwert
Title: Executive Director

TREASURY:

UNITED STATES DEPARTMENT OF THE
TREASURY

By:

Name: Timothy G. Massad
Title: Assistant Secretary for
Financial Stability

[Signature Page to Fifth Amendment to HPA — Indiana]


3.

Miscellaneous

A. The recitals set forth at the beginning of this Fifth Amendment are true and accurate
and are incorporated herein by this reference.

B. Capitalized terms used but not defined herein shall have the meanings ascribed to
them in the HPA.

Cc. Any provision of the HPA that is determined to be prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of the HPA, and no such
prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other
jurisdiction.

D. This Fifth Amendment may be executed in two or more counterparts (and by different
parties on separate counterparts), each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Facsimile or electronic copies of this
Fifth Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]

USI 8047504v2


1.

Agreement

Amendments

A. Definitions. All references in the Current HPA to the “Agreement” shall mean the
Current HPA, as further amended by this Fifth Amendment; and all references in the Current
HPA to Schedules A or B shall mean the Schedules A or B attached to this Fifth
Amendment. All references herein to the “HPA” shall mean the Current HPA, as further
amended by this Fifth Amendment.

B. Schedule A. Schedule A attached to the Current HPA is hereby deleted in its entirety
and replaced with Schedule A attached to this Fifth Amendment.

[on Schedule B. Schedule B attached to the Current HPA is hereby deleted in its entirety
and replaced with Schedule B attached to this Fifth Amendment.

D. Schedule C. Schedule C attached to the Current HPA is hereby deleted in its entirety
and replaced with Schedule C attached to this Fifth Amendment.

Representations, Warranties and Covenants

A. HFA and Eligible Entity. HFA and Eligible Entity, each for itself, make the
following representations, warranties and covenants to Treasury and the truth and accuracy
of such representations and warranties and compliance with and performance of such
covenants are continuing obligations of HFA and Eligible Entity, each as to itself. In the
event that any of the representations or warranties made herein cease to be true and correct or
HFA or Eligible Entity breaches any of its covenants made herein, HFA or Eligible Entity, as
the case may be, agrees to notify Treasury immediately and the same shall constitute an
Event of Default under the HPA.

dg) HFA and Eligible Entity each hereby certifies, represents and warrants as of the
date hereof that each of the representations and warranties of HFA or Eligible Entity, as
applicable, contained in the HPA are true, correct, accurate and complete in all material
respects as of the date hereof. All covenants of HFA or Eligible Entity, as applicable,
contained in the HPA shall remain in full force and effect and neither HFA, nor Eligible
Entity is in breach of any such covenant.

(2) Eligible Entity has the full corporate power and authority to enter into, execute,
and deliver this Fifth Amendment and any other closing documentation delivered to
Treasury in connection with this Fifth Amendment, and to perform its obligations
hereunder and thereunder.

(GB) HFA has the full legal power and authority to enter into, execute, and deliver this
Fifth Amendment and any other closing documentation delivered to Treasury in
connection with this Fifth Amendment, and to perform its obligations hereunder and
thereunder.

USI 8047504y2


PE

SCHEDULE C
‘TED EXPENSES

Indiana.)

eM? Coke ee ee

One-time / Start-Up Expenses:

Initial Personnel $0.00
Building, Equipment, Technology $89,000.00
Professional Services $120,000.00
Supplies / Miscellaneous $10,000.00
Marketing /Communications $175,000.00
Travel $10,000.00
Website development /Translation $175,000.00
Contingency $5,000.00

Subt

Operating / Administrative
Expenses:
Salaries $2,750,000.00
Professional Services (Legal,
Compliance, Audit, Monitoring) $1,000,000.00
Travel $87,000.00
Buildings, Leases & Equipment $71,550.00
Information Technology &
Communications $3,000,000.00
Office Supplies/Postage and
Delivery/Subscriptions $25,000.00
Risk Management Insurance $25,410.00
Training $150,000.00
Marketing/PR $2,000,000.00
Miscellaneous $1,500,000.00
Subtotal $10,608,960.00
ne eRe = F
Transaction Related Expenses:
Recording Fees $420,000.00
Wire Transfer Fees $134,400.00
Counseling Expenses
File Intake $3,000,000.00
Decision Costs $9,000,000.00
Successful File $4,200,000.00

USI 8047504v2