Second Amendment to HPA — Mississippi 

TAMPA/139477.1

SECOND AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Second Amendment to Commitment to Purchase Financial Instrument and HFA 

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

Schedule A attached hereto as the Second 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”; and 

together with the Original HPA as amended thereby, the “Current HPA”), dated as of the First 

Amendment Date, 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 and Treasury has agreed to the same; 

WHEREAS, HFA, Eligible Entity and Treasury wish to enter into this Second Amendment to 

document all approved modifications to the Service Schedules and Permitted Expenses; 

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 Second 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 

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

further amended by this Second Amendment. 
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TAMPA/139477.1 

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

and replaced with Schedule A attached to this Second 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 Second 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 Second 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 Second Amendment and any other closing documentation delivered to 

Treasury in connection with this Second 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 

Second Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

3. Miscellaneous

A. The recitals set forth at the beginning of this Second 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 
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TAMPA/139477.1 

prohibition or unenforceability in any jurisdiction shall invalidate such provision in any other 

jurisdiction. 

D. This Second 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 Second Amendment shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 
[Signature Page to Second Amendment to HPA — Mississippi] 

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

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

Instrument and HFA Participation Agreement as of the Amendment Date. 

HFA: TREASURY: 

MISSISSIPPI HOME CORPORATION UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Dianne Bolen By: 

Name: Dianne Bolen Name: Timothy G. Massad 

Title: Executive Director Title: Acting Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

MISSISSIPPI HOME CORPORATION 

By: /s/ Dianne Bolen 

Name: Dianne Bolen 

Title: Executive Director 

 

TAMPA/139477.1 

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 
TAMPA/139477.1 

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information: 

Name of the Eligible Entity: Mississippi Home Corporation 1

Corporate or other organizational form: 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.

Jurisdiction of organization: Mississippi

Notice Information: 

 

 

 

HFA Information: 

Name of HFA: Mississippi Home Corporation 1

Organizational form: 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. 

Date of Application: September 1, 2010 

Date of Action Plan: September 1, 2010 

Notice Information: Same as notice information for Eligible 

 Entity. 

Program Participation Cap: $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. 
TAMPA/139477.1 

Portion of Program Participation Cap 

Representing Original HHF Funds: $38,036,950.00 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $38,036,950.00

Permitted Expenses: $12,765,208.00

Closing Date: September 23, 2010 

First Amendment Date: September 29, 2010 

Second Amendment Date: December 16, 2010 

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. 
TAMPA/139477.1 

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. 
TAMPA/139477.1 

SERVICE SCHEDULE B-1 

Mississippi Home Corporation 

Home Saver Program 

Summary Guidelines 

1. Program Overview 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 12 months and up to an 

additional 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 4-year 

institution if the program can be completed within 24 months. If 

borrower ceases to participate in the educational program within 

the first 12 months, mortgage support continues through the first 

12 months. If borrower ceases to participate in the educational 

program after 12 months, benefits end no later than end of 

quarter or semester the client stopped education program. 

Borrowers in distressed counties will be eligible for up to 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 up to 6 months 

of arrearage accumulated during a period of unemployment or 

substantial underemployment. Borrowers will enter the HSP 

through the intake process of the housing counseling agencies 

that MHC will contract with. MHC will not limit the monthly 

mortgage payment amount per month, but will limit the total 

HSP assistance to $44,000. The assistance can be paid for a total 

up to 30 months plus 6 months arrearage if necessary for a total 

of 36 months maximum. The borrowers will not make any 

payments. 

2. Program Goals 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. 

3. Target Population / 

Areas 

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. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$89,123,115.00 
TAMPA/139477.1 

5. Borrower Eligibility 

Criteria 

• The borrower must have a monthly mortgage payment that 

they cannot afford due unemployment or substantial 

underemployment that can be documented. 

• The borrower must have a monthly mortgage payment 

greater than 31 percent of gross monthly income and the 

borrower must be a resident of the State of Mississippi. 

• The borrower must have a mortgage against the property and 

be delinquent on their mortgage or face imminent risk of 

default. 

• The maximum per household income level for participation 

must not exceed 120% of the Area or State Median Family 

Income, whichever is greater and liquid asset limitations up 

to three months of mortgage payments (excluding retirement 

funds). 

• The housing counseling agencies will determine eligibility 

and require all borrowers to submit a hardship affidavit 

documenting inability to pay their mortgage. 

6. Property / Loan 

Eligibility Criteria 

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

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

residence. 

• Borrower must have been the property owner for a minimum 

of 12 months prior to 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 and second mortgage 

must be no greater than the FHA limit of $271,000 for a oneunit dwelling. 

7. Program Exclusions • Household income exceeds 120% of the Area or State 

Median Family Income. 

• Total combined outstanding mortgage amounts exceed the 

FHA mortgage limits of $271,000 for a one-unit dwelling. 

8. Structure of Assistance 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 
TAMPA/139477.1 

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

recycled until December 31, 2017, thereafter they will be 

returned to Treasury.

9. Per Household 

Assistance 

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: 1) $22,000 during a 12-

month period; 2) $36,000 during a 24-month period; and 3) 

$44,000 for a 30-month period. 

10. Duration of Assistance In non-distressed counties, borrowers can receive: 1) a one time 

payment of up to 6 months of arrearage accumulated during the 

period of unemployment or substantial underemployment; 2) up 

to 12-months of monthly mortgage payment assistance; and 3) 

up to 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 4-year institution. 

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

payment of up to 6 months of arrearage accumulated during the 

period of unemployment or substantial underemployment; 2) up 

to 12-months of monthly mortgage payment assistance; 3) up to 

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 4-year institution; and 4) up to 6 

additional months for extended job search after completion of an 

educational program that leads to a certification or degree at one 

of the state’s Community Colleges or a 4-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 if a borrower 

stopped education program. 

11. Estimated Number of 

Participating 

Households 

The HSP will assist approximately 3,800 borrowers. 

12. Program Inception / 

Duration 

MHC will launch a pilot program within 30 days after approval 

from the Treasury, and the full program within 120 days after 

approval. The HSP will be available to offer assistance up to 3 

years from inception. 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

MHC expects that some borrowers will come out of the National 

Foreclosure Mitigation Counseling program, which program is 

not funded with HHF funds. 

14. Program Interactions 

with HAMP 

Borrowers would still be eligible for HSP funds if eligible under 

HAMP UP. HSP assistance will be available to borrowers 

preceding or following UP assistance.
TAMPA/139477.1 

15. Program Leverage with 

Other Financial 

Resources 

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

short time frame required to submit the HHF application. 

16. Qualify as an 

Unemployment 

Program 

; Yes  No 
TAMPA/139477.1 

SCHEDULE C

PERMITTED EXPENSES

Mississippi 

 

 

One-time / Start-Up Expenses: 

Initial Personnel $15,000.00 

Building, Equipment, Technology $0.00

Professional Services $20,500.00 

Supplies / Miscellaneous $2,000.00 

Marketing /Communications $10,000.00 

Travel $3,000.00 

Website development /Translation $50,000.00 

Contingency $360,000.00 

 Subtotal $460,500.00 

 

Operating / Administrative 

Expenses: 

Salaries $1,808,853.00 

Professional Services (Legal, 

Compliance, Audit, Monitoring) $1,146,735.00 

Travel $54,405.00 

Buildings, Leases & Equipment $0.00 

Information Technology & 

Communications $256,160.00 

Office Supplies/Postage and 

Delivery/Subscriptions $36,270.00 

Risk Management/ Insurance $0.00 

Training $38,270.00 

Marketing/PR $277,025.00 

Miscellaneous $57,405.00 

 Subtotal $3,675,123.00 

 

Transaction Related Expenses: 

Recording Fees $128,625.00 

Wire Transfer Fees $19,135.00 

 Counseling Expenses 

File Intake $0.00

Decision Costs $0.00

Successful File $0.00

Key Business Partners On-Going $8,481,825.00 

 Subtotal $8,629,585.00 

 

Grand Total $12,765,208.00 

 

% of Total Award 12.53% 

Award Amount $101,888,323.00