SIXTH AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Sixth Amendment to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement (the "Sixth Amendment") is entered into as of the date set forth on Schedule A 

attached hereto as the Sixth 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") as further amended by that certain Fourth 

Amendment to Commitment to Purchase Financial Instrument and HFA Participation Agreement 

(the "Fourth Amendment"), and as further amended by that certain Fifth Amendment to 

Commitment to Purchase Financial Instrument and HFA Participation Agreement (the "Fifth 

Amendment"; and together with the Original HP A as amended thereby and by the First 

Amendment, Second Amendment, Third Amendment and Fourth 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 Sixth 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. 

Sixth Amendment to HPA — Indiana 

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Agreement 

Amendments 

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

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

HPA to Schedules A or B shall mean the Schedules A or B attached to this Sixth 

Amendment. All references herein to the "HPA" shall mean the Current HPA, as further 

amended by this Sixth 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 Sixth 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 Sixth 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 Sixth 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 Sixth Amendment and any other closing documentation delivered to 

Treasury in connection with this Sixth 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 

Sixth Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

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Miscellaneous 

A. The recitals set forth at the beginning of this Sixth 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 Sixth 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 Sixth Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 

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Doc#:USl:8158810v4 
In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

hereby execute and deliver this Sixth 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: /s/ J. Jacob Sipe By: 

Name: J. Jacob Sipe Name: Timothy G. Massad 

Title: Interim Executive Director Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

INDIANA HOUSING AND COMMUNITY 

DEVELOPMENT AUTHORITY 

By: I si J. Jacob Sipe 

Name: J. Jacob Sipe 

Title: Interim Executive Director 

[Signature Page to Sixth Amendment to HPA — Indiana] 
In Witness Whereof, HFA, Eligible Entity and Treasury by their duly authorized officials 

hereby execute and deliver this Sixth 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: / L4h / O-^-- -4 

Name: J. Jacob Sipe Name: Timothy G. Massad 

Title: Interim Executive Director Title: Assistant Secretary for 

Financial Stability 

ELIGIBLE ENTITY: 

INDIANA HOUSING AND COMMUNITY 

DEVELOPMENT AUTHORITY 

By: 

Name: J. Jacob Sipe 

Title: Interim Executive Director 

[Signature Page to Sixth Amendment to HPA — Indiana] 
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: 

Corporate or other organizational form: 

Jurisdiction of organization: 

Notice Information: 

Indiana Housing and Community 

Development Authority1 

body corporate and politic, established and 

existing under Indiana Code 5-20-1 et. seq. 

Indiana 

HFA Information: 

Name of HFA: 

Organizational form: 

Date of Application: 

Date of Action Plan: 

Indiana Housing and Community 

Development AuthorityI 

body corporate and politic, established and 

existing under Indiana Code 5-20-1 et. seq. 

September 1,2010 

September 1,2010 

1 References in the Agreement to the term "HFA" shall 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 fortyfive (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". 

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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: 

Sixth Amendment Date: 

Eligible Entity Depository Account Information: 

Same as notice information for Eligible 

Entity. 

$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 

September 28, 2012 

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-l, Service 

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

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SERVICE SCHEDULE B-l 

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 ("Multi-Benefit Unemployed 

Borrowers"): 

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"), IHCDA will provide Reinstatement 

Assistance. 

3. For unemployed homeowners who have accumulated a 

delinquency during a recent (and continuing) period of 

unemployment ("Reinstatement Only Unemployed Borrowers"), 

IHCDA will provide Reinstatement Assistance. 

4. 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. 

5. Program Goals The goal of the UBP is to: 

1. Cover a portion of PITI for eligible unemployed homeowners, 

allowing them to: (a) secure re-employment in their occupation; or 

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(b) access training made available through the Indiana Department 

of Workforce Development ("DWD") that will help them secure 

employment in a new occupation; and 

For Re-employed Borrowers, to mitigate the effects of recent 

unemployment. 

3. Target 

Population / 

Areas 

IHCDA's target population is low- to moderate-income homeowners in 

any county in Indiana. 

4. Program 

Allocation 

(Excluding 

Administrative 

Expenses) 

$191,380,379.00 

5. Borrower 

Eligibility 

Criteria 

With respect to all borrowers: 

1) Owning only one home; 

2) Submission of hardship affidavit documenting inability to pay 

mortgage; and 

3) Priority of service will be extended to veterans and military personnel 

(active or reserve). 

In addition: 

4) With respect to Multi-Benefit Unemployed Borrowers only: 

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"); and 

e) Receiving unemployment insurance benefits from DWD at the time 

of application. 

5) With respect to Re-employed Borrowers only: 

a) Qualify in all other respects for assistance; 

b) Have demonstrated that they can afford mortgage payments with 

their post-unemployment income; 

c) Have an annual gross household income equal to or less than 

$150,000; and 

d) Do not have the means for, or otherwise qualify for, another 

program providing mortgage reinstatement. 

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6. Property / 

Loan 

Eligibility 

Criteria 

7. Program 

Exclusions 

8. Structure of 

Assistance 

9. Per 

Household 

Assistance 

10. Duration of 

Assistance 

11. Estimated 

Number of 

6) With respect to Reinstatement Only Unemployed Borrowers only: 

a) Unemployed and eligible for unemployment insurance; 

b) Do not qualify for limited monthly assistance because their 

mortgage payments do not exceed the Minimum Affordability 

Threshold, but qualify in all other respects for assistance; 

c) Have demonstrated that they can afford mortgage payments with 

their current household income, excluding unemployment 

insurance benefits; 

d) Have an annual gross household income equal to or less than 

$150,000; 

e) Do not have the means for, or otherwise qualify for, another 

program providing mortgage reinstatement; and 

f) Receiving unemployment insurance benefits from DWD at the time 

of application. 

1) Owner-occupied primary residence located in Indiana. 

2) The unpaid principal balance of the borrower's first-lien mortgage 

cannot exceed the conforming loan limit established by the Federal 

Housing Finance Agency, as modified from time to time. 

1) Property is vacant, abandoned or condemned. 

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) 

(with respect to Multi-Benefit Unemployed Borrowers or 

Reinstatement Only Unemployed Borrowers only). 

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 often 

(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 IHCDA. All funds 

returned to the UBP may be recycled until December 31, 2017; thereafter, 

they must be returned to Treasury. 

Total assistance per household ("Maximum Household Assistance") is not 

to exceed $18,000. 

For currently unemployed borrowers, up to the borrowers' Maximum 

Household Assistance, eighteen (18) months, or three (3) months after reemployment, whichever comes first. 

For Re-employed Borrowers, assistance ends once the borrower is made 

current, subject to the Maximum Household Assistance cap. 

An estimated 10,632 households will receive assistance, inclusive of 

payments to clear delinquencies and assistance after re-employment. 

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Participating 

Households 

12. Program 

Inception / 

Duration 

13. Program 

Interaction 

with Other 

Programs (e.g. 

other HFA 

programs) 

14. Program 

Interactions 

with HAMP 

15. Program 

Leverage 

1 16. Qualify as 

an 

Unemployment 

Program 

IHCDA launched the program on May 5, 2011. IHCDA anticipates that 

the program will last for approximately five (5) years after the date of 

launch. 

IHCDA manages the Homeless Prevention and Rapid Re-Housing 

Program (HPRP) funding for the balance of state Continuum of Care. 

IHCDA 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. 

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. 

No leveraging from banks and servicers is required. IHCDA 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. 

0 Yes • No 

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SCHEDULE C 

PERMITTED EXPENSES 

One-time I Start-Up Expenses: 

Initial Personnel 

Building, Equipment, Technology 

Professional Services 

Supplies / Miscellaneous 

Marketing /Communications 

Travel 

Website development /Translation 

Contingency 

Subtotal 

$0.00 

$89,000.00 

$120,000.00 

$10,000.00 

$175,000.00 

$10,000.00 

$175,000.00 

$5,000.00 

$584,000.00 

Operating 1 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 

Miscellaneous 

Subtotal 

$2,750,000.00 

$1,000,000.00 

$87,000.00 

$71,550.00 

$3,000,000.00 

$25,000.00 

$25,410.00 

$150,000.00 

$2,000,000.00 

$1,500,000.00 

$10,608,960.00 

| ' *•» VJS'^HJC ? * Tit* " - ' ^ *ff'

T

'

 lr '•*<•" »4 J

* . J t>** ~t " > 

Transaction Related Expenses: 

Recording Fees 

Wire Transfer Fees 

Counseling Expenses 

File Intake 

Decision Costs 

Successful File 

$420,000.00 

$134,400.00 

$3,000,000.00 

$9,000,000.00 

$4,200,000.00 

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Key Business Partners On-Going 

Subtotal 

» , 

Grand Total 

$2,366,400.00 

$19,120,800.00 

t 

$30,313,760.00 

^ Jt 

% of Total Award 

Award Amount 

13.67% 

$221,694,139.00 

, 

Doc# US1 8158810v4