Second Amendment to HPA — Georgia 

TAMPA/139528.1

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/139528.1 

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/139528.1 

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 — Georgia] 

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: 

GEORGIA HOUSING AND FINANCE 

AUTHORITY 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Michael A. Beatty By: 

Name: Michael A. Beatty Name: Timothy G. Massad 

Title: Executive Director Title: Acting Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

GHFA AFFORDABLE HOUSING, INC. 

By: /s/ Michael A. Beatty 

Name: Michael A. Beatty 

Title: Executive Director 

 
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 ofthe Amendment Date.

BFA:

GEORGIA HOUSING AND FINANCE

AUTHORITY

By:

Name:

Title:

ELIGIBLE ENTITY:

GHFA AFFORDABLE HOUSING) INC.

By:

Name:

Title:

TREASURY:

UNITED STATES DEPARTMENT OF THE

TREASURY

C'\

BY:~~' Name: Timothy G. Massad \

Title: Acting Assistant Secretary for

Financial Stability

(Signature Page to Second Amendment to HPA - Georgia)
TAMPA/139528.1 

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 
TAMPA/139528.1 

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information: 

Name of the Eligible Entity: GHFA Affordable Housing, Inc. 

Corporate or other organizational form: Non-profit corporation

Jurisdiction of organization: State of Georgia

Notice Information: 

 

 

 

 

 

 

HFA Information: 

Name of HFA: Georgia Housing and Finance Authority 

Organizational form: A body corporate and politic, 

instrumentality of the state and a public 

corporation performing an essential 

governmental function (and not a state 

agency) 

Date of Application: September 1, 2010 

Date of Action Plan: September 1, 2010 

Notice Information: 

 

 

 

 

 

Program Participation Cap: $339,255,819.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: $126,650,987.00 
TAMPA/139528.1 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $126,650,987.00 

Permitted Expenses: $27,283,006.00

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/139528.1 

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/139528.1 

SERVICE SCHEDULE B-1 

Georgia Housing Finance Authority 

Mortgage Payment Assistance (MPA) 

Summary Guidelines 

1. Program Overview The Georgia Housing Finance Authority (GHFA) Mortgage 

Payment Assistance (MPA) program will provide loans to 

unemployed and substantially under-employed homeowners to 

help them remain in their homes and prevent avoidable 

foreclosures despite loss of income due to involuntary job loss. 

Loan proceeds will be used to pay mortgage payments 

(including escrowed items) while the homeowner seeks 

employment or completes training for a new career. Full 

payments will be remitted to the homeowners’ servicer each 

month. Homeowners will pay an affordable portion of the 

mortgage payment directly to GHFA. 

2. Program Goals The goal is to provide assistance over the next 5 years to 18,300 

homeowners to prevent foreclosures. Mortgage Payment 

Assistance (MPA) will be provided as follows: 

Short-Term Assistance 

Monthly mortgage payments to assist unemployed or 

substantially under-employed homeowners while they look for a 

new job. 

Reinstatement Assistance

One-time payment for homeowners who have found a new job 

and can make ongoing payments, but need help to bring their 

mortgage current and avoid foreclosure due to arrearages 

accumulated during a period of unemployment or substantial 

underemployment. 

3. Target 

Population/Areas 

Homeowners who are unemployed or substantially 

underemployed, and/or re-employed but need help bringing their 

mortgage current due to arrearages accumulated during a period 

of unemployment or substantial underemployment. 

GHFA has determined that 65% of the counties throughout the 

state are “hard hit” due to the county’s unemployment rate 

exceeding the state average for the past 12 months. As a result, 

this Program will be available statewide. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$311,972,813.00 
TAMPA/139528.1 

5. Borrower Eligibility 

Criteria 

Homeowners who, through no fault of their own, are 

unemployed or substantially under-employed and are at risk of 

foreclosure, but with temporary assistance are likely to be 

successful in retaining their homes. Homeowners will be 

required to provide a financial hardship affidavit with 

appropriate documentation on the cause of their hardship. For 

most homeowners, this will be documentation from the Georgia 

Department of Labor confirming a job loss and receipt of 

unemployment benefits. 

Homeowners with a history of timely mortgage payments prior 

to the job loss/income loss. 

Homeowners must be legal U.S. Residents. 

Underwriting Criteria 

9 Homeowner became unemployed through no fault of 

his/her own. 

9 Satisfactory mortgage payment history prior to the job 

loss/income loss. 

9 Monthly mortgage payments (including escrowed items) 

are greater than 31% of household income after job loss. 

9 Combined Loan- to-Value ratio equal to or less than 125 

% (sum of all mortgage debt divided by the value of the 

property.) 

9 Total Unpaid Principal Balance less than or equal to 

$417,000. 

9 Property must be owner occupied as homeowner’s 

principal residence. 

9 Homeowner must be a legal resident of the United 

States. 

9 Applicant must be the owner of subject property. 

9 Homeowner has obtained a new job with sufficient 

income to support their current mortgage payment. 

(Reinstatement Only) 

6. Property / Loan 

Eligibility Criteria 

Existing single-family homes or condominiums (attached or 

detached) including manufactured homes (permanently affixed 

to a foundation on real estate owned by the borrower.) 

Owner-occupied, primary residences located in Georgia. 

Mortgages with: 

9 Combined Loan- to-Value ratio equal to or less than 

125% (sum of all mortgage debt divided by the value of 

the property.) 

Total Unpaid Principal Balance less than or equal to $417,000. 
TAMPA/139528.1 

7. Program Exclusions Mortgages with: 

9 Total Unpaid Principal Balances (all mortgages on 

property) greater than $417,000. 

9 Total monthly payments (including escrowed items) less 

than 31% of current income are not eligible. 

Manufactured homes that are not considered real property. 

Homeowners who are non-legal U.S. residents. 

8. Structure of Assistance 5 year, 0% interest, non-recourse, deferred-payment, forgivable, 

subordinate loan. A forgiveness clause will reduce the loan 

amount by 20% per year for 5 years. The 5-year term begins the 

month following the final assistance payment to the borrower. 

The loan will only be repaid if the borrower sells or refinances 

the property before the period expires and there are equity 

proceeds from the sale available to pay towards the portion of 

the loan that has not yet been forgiven. At the end of the 5 

years, the note will be considered satisfied and the lien will be 

released. 

If the property is sold and does not generate proceeds sufficient 

to repay the entire note, the portion of the note remaining unpaid 

after the proceeds are applied will be forgiven. 

The loan will be in the form of a subordinate mortgage 

evidenced by a promissory note and secured by a deed on the 

property. Borrowers will be required to sign and acknowledge 

the program guidelines via written agreement. 

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, all 

remaining and recaptured funds will be returned to Treasury. 

9. Per Household 

Assistance 

The maximum household assistance amount is the total of 18 

times the monthly mortgage payment (including escrowed 

items.) 

GHFA expects the average loan amount will be $16,750. 

The Reinstatement Assistance is not separately capped, but the 

assistance may only cover prior periods of unemployment or 

substantial underemployment. 
TAMPA/139528.1 

10. Duration of Assistance Up to 18 months or until the homeowner secures adequate 

employment (sufficient to pay the mortgage payment with 31% 

of total income) plus two months, whichever is less. 

The homeowner may continue to receive assistance for up to 2 

months after reemployment (not to exceed 18 months in total.) 

11. Estimated Number of 

Participating 

Households 

18,300 homeowners over the next 5 years, with recycled funds, 

if any, to be used for additional homeowners until December 31, 

2017. 

Estimated number served based on an average loan amount of 

$16,750. 

12. Program Inception / 

Duration 

Program will start-up within 45-90 days of Treasury approval 

and is expected to last up to 7 years from inception, with the 

vast majority of assistance provided in years 1 and 2. Years 3 

through 5 will be primarily funded with payments received from 

homeowners assisted in years 1 and 2. Any funds returned 

according to established program guidelines will be recaptured 

and used to assist additional homeowners and may extend the 

program. 

13. Program Interactions 

with Other HFA 

Programs 

N/A 

14. Program Interactions 

with HAMP 

The MPA will help borrowers who need more than the 3-6 

months of assistance available to them through the Home 

Affordable Unemployment Program (UP). Borrowers may 

receive UP assistance prior to, or after, receiving assistance 

under the MPA program. 

The MPA program will provide assistance to eligible 

unemployed or substantially underemployed homeowners first, 

and then the servicer would follow with any eligible programs 

offered by the investor, servicer, or GSE. 

In addition, MPA will help borrowers who don’t qualify for 

assistance under the new UP because they are more than 3 

months behind in mortgage payments. 

To the maximum extent possible, GHFA will coordinate with 

eligible homeowners’ servicers to assist them in obtaining a loan 

modification from HAMP, if needed. 

15. Program Leverage with 

Other Financial 

Resources 

The program will strongly encourage servicers to waive late fees 

and any other non-3rd party expenses. 
TAMPA/139528.1 

16. Qualify as an 

Unemployment 

Program 

; Yes  No 
TAMPA/139528.1 

SCHEDULE C

PERMITTED EXPENSES

Georgia 

 

 One-time / Start-Up Expenses: 

Initial Personnel $0.00 

Building, Equipment, Technology $200,000.00 

Professional Services $0.00 

Supplies / Miscellaneous $10,000.00 

Marketing /Communications $0.00 

Travel $2,000.00 

Website development /Translation $260,000.00 

Contingency $0.00 

 Subtotal $472,000.00 

 

Operating / Administrative 

Expenses: 

Salaries $10,024,214.00 

Professional Services (Legal, 

Compliance, Audit, Monitoring) $11,263,160.00 

Travel $38,000.00 

Buildings, Leases & Equipment $554,000.00 

Information Technology & 

Communications $1,285,117.00 

Office Supplies/Postage and 

Delivery/Subscriptions $272,500.00 

Risk Management/ Insurance $0.00 

Training $0.00 

Marketing/PR $0.00 

Miscellaneous $0.00 

 Subtotal $23,436,991.00 

 

 Transaction Related Expenses: 

Recording Fees $3,155,835.00 

Wire Transfer Fees $218,180.00 

 Counseling Expenses 

File Intake $0.00 

Decision Costs $0.00 

Successful File $0.00 

Key Business Partners On-Going $0.00 

 Subtotal $3,374,015.00 

 

Grand Total $27,283,006.00 

 

% of Total Award 8.04% 

Award Amount $339,255,819.00