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 HP A") 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 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 — Mississippi 

Doc# US1 8154598v2 
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. 

C. 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. 

(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 Fifth Amendment and any other closing documentation delivered to 

Treasury in connection with this Fifth 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 

Fifth Amendment and any other closing documentation delivered to Treasury in 

connection with this Fifth Amendment, and to perform its obligations hereunder and 

thereunder. 

- 2 -

Doc#:USl:8154598v2 
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. 

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 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] 

- 3 -

Doc# US1 8154598v2 
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: 

MISSISSIPPI HOME CORPORATION 

TREASURY: 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: I si Dianne Bolen 

Name: Dianne Bolen 

Title: Executive Director 

By: 

Name: Timothy G. Massad 

Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

MISSISSIPPI HOME CORPORATION 

By: /s/ Dianne Bolen 

Name: Dianne Bolen 

Title: Executive Director 

[Signature Page to Fifth Amendment to HPA — Mississippi] 
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: 

MISSISSIPPI HOME CORPORATION 

By: 

Name: Dianne Bolen 

Title: Executive Director 

TREASURY: 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

/"" 

By: •*^V---# 

Name: Timothy G. Massad 

Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

MISSISSIPPI HOME CORPORATION 

By: 

Name: Dianne Bolen 

Title: Executive Director 

[Signature Page to Fifth Amendment to HPA — Mississippi] 
EXHIBITS AND SCHEDULES 

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 

Doc# US1 8154598v2 
SCHEDULE A 

BASIC INFORMATION 

Eligible Entity Information: 

Name of the Eligible Entity: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Notice Information: 

Mississippi Home Corporation 

public body corporate and politic, separate 

and apart from the State of Mississippi 

constituting a governmental instrumentality 

under the constitution and laws of the State 

of Mississippi. 

Mississippi 

HFA Information: 

Name of HFA: 

Organizational form: 

Date of Application: 

Date of Action Plan: 

Notice Information: 

Program Participation Cap: 

Portion of Program Participation Cap 

Mississippi Home Corporation 

public body corporate and politic, separate 

and apart from the State of Mississippi 

constituting a governmental instrumentality 

under the constitution and laws of the State 

of Mississippi. 

September 1,2010 

September 1,2010 

Same as notice information for Eligible 

Entity. 

$101,888,323.00 

1 References in the Agreement to the term "HFA" shall mean the Mississippi Home Corporation ("MHC") 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 MHC, in its capacity as Eligible Entity as such term is used in the Agreement. 

Doc#:USl:8154598v2 
Representing Original HHF Funds: 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: 

$38,036,950.00 

$38,036,950.00 

Permitted Expenses: 

Closing Date: 

First Amendment Date: 

Second Amendment Date: 

Third Amendment Date: 

Fourth Amendment Date: 

Fifth Amendment Date: 

Eligible Entity Depository Account Information: 

$12,765,208.00 

September 23, 2010 

September 29, 2010 

December 16, 2010 

Decembers, 2011 

January 25, 2012 

September 28, 2012 

See account information set forth in the 

Depository Account Control Agreement 

between Treasury and Eligible Entity 

regarding the HHF Program. 

Doc# US1 8154598v2 
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-l, Service 

Schedule B-2, et. seq.), which collectively comprise Schedule B to the HPA. 

Doc# US1 8154598v2 
SERVICE SCHEDULE B-l 

Mississippi Home Corporation 

Home Saver Program 

Summary Guidelines 

1. Program Overview Mortgage Assistance Option. Mississippi Home Corporation 

(MHC) will offer its Home Saver Program (HSP) to borrowers 

that are unemployed or substantially underemployed. MHC will 

pay 100% of the monthly mortgage payment for up to twelve 

(12) months. 

Borrowers that choose Mortgage Assistance Option are eligible 

for up to a total of $50,000 of arrearage assistance which must 

cover a minimum of twelve (12) months of mortgage payments 

as specified in the HSP guidelines. A cap of $50,000 is the 

maximum amount permitted for the Mortgage Assistance Option 

regardless of whether or not the Education Option (described 

below) is included. 

Education Option. MHC will pay 100% of a borrower's 

monthly mortgage payment for up to twelve (12) months and up 

to an additional twelve (12) months if a borrower (at their own 

expense) enters an educational program that leads to a 

certification or degree from one of the state's community 

colleges or a four-year institution if such program can be 

completed within twenty-four (24) months. If borrower ceases to 

participate in the educational program within the first twelve 

(12) months thereof, mortgage support will continue through the 

first twelve (12) months. If borrower ceases to participate in the 

educational program after twelve (12) months, benefits end no 

later than end of quarter or semester the client discontinues his 

or her participation in such education program. 

Borrowers in distressed counties will be eligible for up to six (6) 

additional months of monthly mortgage payment assistance to 

find a job after they complete the educational program of their 

choice. Assistance may also be provided to pay arrearage 

accumulated during a period of unemployment or substantial 

underemployment. 

Reinstatement Option. Homeowners who have fallen behind on 

their mortgage and need help catching up, but who have 

recovered and can now sustain the mortgage can receive up to 

$50,000, which can be applied toward delinquent first mortgage 

Doc#:USl:8154598v2 
2. Program Goals 

3. Target Population / 

Areas 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

payments, delinquent property taxes and any accrued escrow 

shortages. 

Unemployed borrowers will enter the HSP through the MHC 

intake process. MHC will not limit the monthly mortgage 

payment amount per month, but will limit the total HSP 

assistance to $50,000. The assistance can be paid for a total up 

to thirty (30) months plus arrearage if necessary. The borrowers 

will not make any payments. 

Underemployed and Self-employed borrowers will enter the 

HSP through the intake process of the housing counseling 

agencies. MHC will not limit the monthly mortgage payment 

amount per month, but will limit the total HSP assistance to 

$50,000. The assistance can be paid to borrowers for a total up 

to thirty (30) months plus arrearage if necessary. The borrowers 

will not make any payments. 

The goal of the HSP is to provide borrowers the time necessary 

to improve their chances of finding a job that pays them enough 

to cover their monthly mortgage payments. 

The HSP will allow borrowers in distressed counties, those with 

unemployment rates above 11.4% (Mississippi's June 2010 

average unemployment rate) to receive up to 6 additional 

months of monthly mortgage payment assistance. Distressed 

counties account for 79%, or 65 of Mississippi's 82 counties. 

$89,123,115.00 
5. Borrower Eligibility 

Criteria 

6. Property / Loan 

Eligibility Criteria 

• The borrower must have a monthly mortgage payment that 

they cannot afford due to unemployment or a reduction in 

income due to underemployment that can be documented, as 

specified in the HSP guidelines. All borrowers are required 

to submit a hardship affidavit documenting inability to pay 

their mortgage. 

• Job loss had to occur on or after January 1, 2008. 

• Mortgage must have been made prior to hardship for 

borrowers applying for HSP funds except if borrower is 

seeking to use HAMP UP program, where mortgage must 

have been closed prior to January 1, 2009. 

• The unemployed borrower must be eligible to receive or 

have exhausted unemployment compensation from the 

Mississippi Department of Employment Security. 

• Self-employed borrowers must be eligible to receive or have 

exhausted unemployment compensation from MDBS, or be 

able to document loss of income, as specified in the HSP 

guidelines. 

• The borrower must be a resident of the State of Mississippi. 

• The housing counseling agencies will review underemployed and self-employed borrower's applications and 

make a recommendation to MHC about eligibility. 

• The property must be located in the State of Mississippi. 

• The property must be occupied as the borrower's primary 

residence. 

• The property must be a single-family, one- to five-unit 

dwelling, condominium or townhome, must be classified as 

real estate and affixed on a permanent foundation if a 

manufactured or mobile home. 

• Mortgage must have been made prior to hardship for 

borrowers applying for HSP funds except if borrower is 

seeking to use HAMP UP program, where mortgage must 

have been closed prior to January 1, 2009. 

• The unpaid principal balance of first mortgage must not be 

greater than $271,000. 
7. Program Exclusions 

8. Structure of Assistance 

9. Per Household 

Assistance 

10. Duration of Assistance 

• Members of the U.S. Armed Forces who have experienced 

any drop in income due to deployment. 

• Although a borrower with a second mortgage may be 

eligible for HSP, HSP payments will only be made towards 

the first mortgage. 

• Borrowers in active bankruptcy. 

• Seasonal workers. 

• Servicers that are not a state- or federally-regulated financial 

institution, (effective with applications after 8/09/2011) 

The HSP will be made available as assistance in the form of a 

five-year, 0% interest, non-recourse, non-amortizing, 

subordinate loan, secured by a junior lien recorded against the 

property, where 20% of the principal will be forgiven each year 

so long as the eligible borrowers continue to occupy the house 

as their primary residence and meet all terms and conditions of 

the loan. This loan will only be repayable if the borrower sells 

the property before the period expires and there is sufficient 

equity to pay the loan. All funds returned to the HSP will be 

returned to the program until December 31, 2017, thereafter they 

will be returned to Treasury. 

The estimated median amount that the typical borrower will 

receive is $24,500. The maximum amount of assistance that a 

borrower can receive from the HSP is $50,000. 

In non-distressed counties, borrowers can receive: 1) a one-time 

payment for arrearage accumulated during the period of 

unemployment or substantial underemployment, not to exceed 

the maximum assistance the borrower is eligible for; 2) up to 

twelve (12) months of monthly mortgage payment assistance; 

and 3) up to twelve (12) additional months for participation at 

their own expense in an educational program that leads to a 

certification or degree at one of the state's community colleges 

or a four-year institution. 

In distressed counties, borrowers can receive: 1) a one-time 

payment of arrearage accumulated during the period of 

unemployment or substantial underemployment, not to exceed 

the maximum assistance the borrower is eligible for; 2) up to 

twelve (12) months of monthly mortgage payment assistance; 3) 

up to twelve (12) additional months for participation in an 

educational program that leads to a certification or degree at one 

of the state's Community Colleges or a four-year institution; and 

4) up to six (6) additional months for extended job search after 

completion of an educational program that leads to a 
11. Estimated Number of 

Participating 

Households 

12. Program Inception / 

Duration 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

14. Program Interactions 

with HAMP 

15. Program Leverage with 

Other Financial 

Resources 

16. Qualify as an 

Unemployment 

Program 

certification or degree at one of the state's community colleges 

or a four-year institution. Assistance will end when: 1) the HSP 

term ends; 2) the eligible borrower becomes able to resume 

payments; 3) the eligible borrower sells or abandons the 

property or; 4) an unanticipated event occurs deeming the 

eligible borrower or the property ineligible to receive assistance, 

i.e., death or fire. Assistance will end no later than end of 

quarter or semester during which a borrower discontinues his or 

her participation in such education program. 

The HSP will assist approximately 3,800 borrowers. 

MHC will launch a pilot program within thirty (30) days after 

approval from the Treasury, and the full program within one 

hundred twenty (120) days after approval. The HSP will be 

available to offer assistance up to three (3) years from inception 

or until funds are used up. 

MHC expects that some borrowers will come out of the National 

Foreclosure Mitigation Counseling program, which program is 

not funded with HHF funds. 

Borrowers will still be eligible for HSP funds if eligible under 

HAMP UP. HSP assistance will be available to borrowers 

preceding or following UP assistance. 

MHC will not solicit matching funds for the HSP due to the 

short time frame required to submit the HHF application. 

0 Yes • No 
SCHEDULE C 

Permitted Administrative Expenses 

'W^^^^i 

"-'•, , * f , > *' i j ^ t " ^

 l 

One-time 1 Start-Up Expenses: 

Initial Personnel 

Building, Equipment, Technology 

Professional Services 

Supplies / Miscellaneous 

Marketing /Communications 

Travel 

Website development /Translation 

Contingency 

Subtotal 

$15,000.00 

$0.00 

$20,500.00 

$2,000.00 

$10,000.00 

$3,000.00 

$50,000.00 

$110,000.00 

$210,500.00 

j^'isii^r:--- ^iTM K#v^ ^ 

Operating / Administrative 

Expenses: 

Salaries 

Professional Services (Legal, 

Compliance, Audit, Monitoring) 

Travel 

Buildings, Leases & Equipment 

Information Technology & 

Communications 

Office Supplies/Postage and 

Delivery/Subscriptions 

Risk Management/ Insurance 

Training 

Marketing/PR 

Applicant credit and criminal 

background check 

Property Title Verification Service 

Miscellaneous 

Subtotal 

$3,602,853.00 

$1,426,735.00 

$54,405.00 

$0.00 

$331,160.00 

$11,270.00 

$0.00 

$38,270.00 

$377,025.00 

$340,000.00 

$323,000.00 

$57,405.00 

$6,562,123.00 

-^^fc"-- 't-^^xs-,'Xx:^m/-* 

Transaction Related Expenses: 

Recording Fees 

Wire Transfer Fees 

Counseling Expenses 

File Intake 

$58,625.00 

$2,135.00 

$0.00 

Doc# US1 8154598v2 
Decision Costs 

Successful File 

Key Business Partners On-Going 

Subtotal 

•i**" **• '•< ,. -

 4 

Grand Total 

i - ' «* , . , - ' J

1

!?-* 

% of Total Award 

Award Amount 

""* "r- ^ ' » " , 

- . 

$0.00 

$0.00 

$5,931,825.00 

$5,992,585.00 

'"• % * x<-

$12,765,208.00 

12.53% 

$101,888,323.00 

t" "^