Eighth Amendment to HPA — Tennessee

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EIGHTH AMENDMENT TO

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

HFA PARTICIPATION AGREEMENT

This Eighth Amendment to Commitment to Purchase Financial Instrument and HFA 

Participation Agreement (the “Eighth Amendment”) is entered into as of the date set forth on 

Schedule A attached hereto as the Eighth 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”), as further amended by that certain Fourth 

Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement 

(the “Fourth Amendment”), as further amended by that certain Fifth Amendment to Commitment 

to Purchase Financial Instrument and HFA Participation Agreement (the “Fifth Amendment”), 

and as further amended by that certain Sixth Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement (the “Sixth Amendment”), as further amended by 

that certain Seventh Amendment to Commitment to Purchase Financial Instrument and HFA 

Participation Agreement (the “Seventh Amendment”); and together with the Original HPA as 

amended thereby and by the First Amendment, Second Amendment, Third Amendment, Fourth 

Amendment, Fifth Amendment and Sixth Amendment, the “Current HPA”), dated as of their 

respective dates 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 Eighth Amendment to 

document all approved modifications to the Service Schedules and Permitted Expenses, as 

applicable;
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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.

Agreement

1. Amendments

A. Definitions. All references in the Current HPA to the “Agreement” shall mean the 

Current HPA, as further amended by this Eighth Amendment; and all references in the 

Current HPA to Schedules A, B or C shall mean the Schedules A, B or C attached to this 

Eighth Amendment. All references herein to the “HPA” shall mean the Current HPA, as 

further amended by this Eighth 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 Eighth Amendment.

C. Schedule B. Schedule B attached to the Current HPA is hereby deleted in its entirety 

and replaced with Schedule B attached to this Eighth 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 Eighth Amendment.

2. 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.

(1) 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 Eighth Amendment and any other closing documentation delivered to 

Treasury in connection with this Eighth Amendment, and to perform its obligations 

hereunder and thereunder.

(3) HFA has the full legal power and authority to enter into, execute, and deliver this

Eighth Amendment and any other closing documentation delivered to Treasury in 
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connection with this Eighth Amendment, and to perform its obligations hereunder and 

thereunder.

3. Miscellaneous

A. The recitals set forth at the beginning of this Eighth 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.

C. 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 Eighth 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 Eighth Amendment shall be treated as originals for all purposes.

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE

INTENTIONALLY LEFT BLANK]
[Signature Page to Eighth Amendment to HPA — Tennessee]

In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

hereby execute and deliver this Eighth Amendment to Commitment to Purchase Financial 

Instrument and HFA Participation Agreement as of the Amendment Date.

HFA: TREASURY:

TENNESSEE HOUSING DEVELOPMENT 

AGENCY

UNITED STATES DEPARTMENT OF THE 

TREASURY

By: /s/ Ralph M. Perrey____________ By:

Name: Ralph M. Perrey Name: Timothy J. Bowler

Title: Executive Director Title: Acting Assistant Secretary for 

Financial Stability

ELIGIBLE ENTITY:

TENNESSEE HOUSING DEVELOPMENT 

AGENCY

By: /s/ Ralph M. Perrey

Name: Ralph M. Perrey

Title: Executive Director
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EXHIBITS AND SCHEDULES

Schedule A Basic Information

Schedule B Service Schedules

Schedule C Permitted Expenses 
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SCHEDULE A

BASIC INFORMATION

Eligible Entity Information:

Name of the Eligible Entity: Tennessee Housing Development Agency1

Corporate or other organizational form: body, politic and corporate; political 

subdivision and instrumentality of the State 

of Tennessee, established and existing under 

the Tennessee Housing Development 

Agency Act, Tenn. Code Ann. § 13-23-101 

et seq.

Jurisdiction of organization: Tennessee

Notice Information:

HFA Information:

Name of HFA: Tennessee Housing Development Agency1

Organizational form: body, politic and corporate; political 

subdivision and instrumentality of the State 

of Tennessee, established and existing under 

the Tennessee Housing Development 

Agency Act, Tenn. Code Ann. § 13-23-101 

et seq.

Date of Application: September 1, 2010

Date of Action Plan: September 1, 2010

Notice Information:

 1 References in the Agreement to the term “HFA” shall mean the Tennessee Housing Development Agency 

(“THDA”) in its capacity as an HFA as such term is used in the Agreement; references in the Agreement to the term 

“Eligible Entity” shall mean THDA, 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, annual audited 

financial statements shall be due no later than one hundred eighty (180) days after the end of THDA’s fiscal year, 

and (B) for purposes of Section 7 thereof, the powers and authority of THDA shall be governed and construed in 

accordance with the laws of the State of Tennessee.

For the avoidance of doubt, THDA has no obligation to ensure that the funds in the Depository Account are 

collateralized should the amount of money in the account be in excess of the FDIC insurance limits.
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Program Participation Cap: $217,315,593.00

Portion of Program Participation Cap

Representing Original HHF Funds: N/A

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $81,128,260.00

Permitted Expenses: $24,574,472.25

Closing Date: September 23, 2010

First Amendment Date: September 29, 2010

Second Amendment Date: December 16, 2010

Third Amendment Date: May 25, 2011

Fourth Amendment Date: September 28, 2011

Fifth Amendment Date: December 8, 2011

Sixth Amendment Date: May 3, 2012

Seventh Amendment Date: November 15, 2012 

Eighth Amendment Date: June 11, 2014

Eligible Entity Depository Account Information: See account information set forth in the 

Depository Account Control Agreement 

between Treasury and Eligible Entity 

regarding the HHF Program.
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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.
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SCHEDULE B-1

Tennessee Housing Development Agency

Hardest Hit Fund Program (HHFP)

Summary Guidelines

1. Program Overview The Tennessee Housing Development Agency (THDA) Hardest 

Hit Fund Program (HHFP) will provide loans to unemployed or 

substantially underemployed homeowners, or those homeowners 

impacted by a recent divorce or death of a spouse, who, through 

no fault of their own, are financially unable to make their 

mortgage payments and are in danger of losing their homes to 

foreclosure. 

Loan proceeds will be used to pay all mortgage and mortgagerelated expenses (e.g., property taxes, homeowner insurance, 

homeowner dues) (i) until, for those unemployed or substantially 

underemployed homeowners, the homeowner secures 

employment or completes training for a new career and (ii) for 

all eligible homeowners, subject to maximum assistance criteria 

described in Section 9. 

For homeowners who were unemployed or substantially 

underemployed and accumulated payment arrearages, but have 

since found a new job, reinstatement assistance will be 

available. 

2. Program Goals To assist unemployed or substantially underemployed 

homeowners, or those homeowners impacted by a recent 

divorce or death of a spouse, to remain in their homes and make 

monthly payments on their mortgages and mortgage related 

expenses such as property taxes, homeowner insurance, 

homeowner dues, and/or past-due mortgage payments 

(arrearages) so that they may avoid delinquency and foreclosure.

3. Target Population / 

Areas

This program will be available in all Tennessee counties.

THDA previously provided additional assistance over a longer 

period of time to eligible homeowners living in targeted or 

“hardest hit” counties, defined as those counties showing greater 

than average distress based on a combination of unemployment 

rate, the percent of the state’s foreclosures in that county, and 

delinquency rates. Twenty-nine counties were chosen as targeted 

based on the fact that they scored high on two of three factors, as 

follows: having an unemployment rate at or above the state 

average rate, having a high percentage of the state’s foreclosure 

filings (in the 75th percentile of counties), having a high 

delinquency rate (again, in the 75th percentile of counties).

4. Program Allocation 

(Excluding 

$ 192,741,120.75

$81,128,260 of this program allocation is reserved to provide 
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Administrative 

Expenses)

assistance to borrowers whose hardship is employment-related.

5. Borrower Eligibility 

Criteria

Unemployed or substantially underemployed homeowners, or 

those homeowners impacted by a recent divorce or death of a 

spouse, who, through no fault of their own, are unable to make 

their mortgage payments and are at risk of foreclosure. 

Homeowners will be required to provide a financial hardship 

affidavit with appropriate documentation as to the cause of their 

hardship, as specified in the program guidelines. Homeowners 

will be required to provide continual documentation certifying to 

their ongoing hardship.

Employed homeowners who have previously been unemployed 

or substantially underemployed and who are delinquent, but who 

can resume future payments without additional assistance. 

Substantially underemployed homeowners are those 

homeowners whose income has been reduced by 30% or more. 

The event or incident which results in unemployment or 

substantially underemployment, or the applicable divorce or 

death of a spouse impacting a homeowner, must have occurred 

after January 1, 2008.

Principal, Interest, Taxes and Insurance >31% of household 

income after job loss/reduction of income.

Asset test: Borrower must not have >6 months reserves

Borrower must be a low- or moderate-income homeowner 

(maximum $92,680 household income).

Eligibility for program assistance will be determined primarily 

by participating foreclosure prevention partners using THDA

underwriting criteria stated above.

Funds will be allocated on a first-come/approved, first-served 

basis. 

6. Property / Loan 

Eligibility Criteria

Existing single-family homes or condominiums (attached or 

detached) including manufactured homes on foundations 

permanently affixed to real estate owned by the borrower. 

Tennessee owner-occupied, primary residences only.
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7. Program Exclusions Total unpaid principal balances > $275,000

Manufactured homes not considered real property

Non-legal U.S. resident

8. Structure of Assistance 0% interest, non-recourse, deferred-payment, forgivable, 

subordinate loan. A forgiveness clause will reduce the loan 

amount by 20% a year for every year the borrower stays in the 

home up until five years. At the end of five years, the note will 

be considered satisfied and THDA will release the lien securing 

the note.

Loan funds are due and payable if property is sold, refinanced or 

no longer owner occupied and there are sufficient equity 

proceeds available (unless otherwise prohibited under applicable 

federal law).

All deferred, subordinate mortgages will be evidenced by a 

Home Equity Line of Credit promissory note and secured by a 

deed of trust on the property. Borrowers will be required to sign 

and acknowledge via written agreement indicating the program 

guidelines.

Any funds returned according to established program guidelines 

will be recaptured and used to assist additional homeowners 

through December 31, 2017. After December 31, 2017, any 

remaining or recaptured funds will be returned to Treasury. 

9. Per Household 

Assistance

Maximum amount available per homeowner:

• Assistance for up to 36 months, subject to a maximum 

assistance cap of $40,000

• There is no maximum monthly payment amount; 

however, total loan amount cannot exceed applicable 

benefit.

10. Duration of Assistance Homeowners may receive assistance up to a maximum of 36 

months. Should a homeowner become reemployed within the 

applicable period, the homeowner may continue receiving 

assistance for up to an additional two months after 

reemployment. Additionally, if a homeowner becomes 

reemployed within the applicable period and the homeowner’s 

mortgage payment exceeds 31% of their current income, they 

are eligible for continued assistance. 

Any reinstatement assistance shall be made in one payment.

11. Estimated Number of 

Participating 

Households

Based on the current average amount of assistance of $25,000, 

we would expect to assist approximately 7,700 homeowners. 

With the increase in available assistance amounts and terms, we 

do expect the average amount of assistance to increase and the 
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number of homeowners assisted to decrease. Recaptured funds 

will be returned to the program and used for additional 

homeowners, which could extend the program until as late as 

December 31, 2017.

12. Program Inception / 

Duration

The program began serving the targeted, hardest hit counties 

January 1, 2011. On March 1, 2011, the program was expanded 

and all counties became eligible for the program. All funds are 

expected to be committed by December 31, 2014. Recaptured 

funds will be returned to the program and used for additional 

homeowners, which could extend the program until as late as 

December 31, 2017.

13. Program Interactions 

with Other HFA 

Programs

None

14. Program Interactions 

with HAMP

Borrowers can receive HAMP assistance (including UP program 

assistance) prior to or after receiving Hardest Hit Fund 

assistance. 

15. Program Leverage with 

Other Financial 

Resources

None

16. Qualify as an 

Unemployment 

Program

 Yes  No
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Permitted Administrative Expenses

Tennessee

One-time / Start-Up Expenses:

Initial Personnel $50,264.40

Building, Equipment, Technology $230,209.59

Professional Services $19,668.00

Supplies / Miscellaneous $3,265.33

Marketing /Communications $741.73

Travel $1,786.15

Website development /Translation $15,000.00

Contingency $0.00

Subtotal $320,935.20

Operating / Administrative Expenses:

Salaries $12,153,889.11

Professional Services (Legal, Compliance, Audit, Monitoring) $117,927.77

Travel $49,447.12

Buildings, Leases & Equipment $0

Information Technology & Communications $300,000.00

Office Supplies/Postage and Delivery/Subscriptions $158,619.95

Risk Management/ Insurance $0.00

Training $42,866.70

Marketing/PR $1,271,454.55

Miscellaneous $511,654.85

Subtotal $14,605,860.05

Transaction Related Expenses:

Recording Fees $1,769,117.00

Wire Transfer Fees $167,560.00 

Counseling Expenses

File Intake $0.00 

Decision Costs $0.00 

Successful File $7,711,000.00

Key Business Partners On-Going $0.00 

Subtotal $9,647,677

Grand Total $24,574,472.25

% of Total Award 11.31%

Award Amount $217,315,593.00