Second Amendment to HPA — Illinois 

TAMPA/139527.2

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/139527.2 

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/139527.2 

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 — Illinois] 

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: 

ILLINOIS HOUSING DEVELOPMENT 

AUTHORITY 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Jane Bilger By: 

Name: Jane Bilger Name: Timothy G. Massad 

Title: Assistant Executive Director Title: Acting Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

ILLINOIS HOUSING DEVELOPMENT 

AUTHORITY 

By: /s/ Jane Bilger 

Name: Jane Bilger 

Title: Assistant 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:

ILLINOIS HOUSING DEVELOPMENT

AUTHORITY

By:

Name:

Title:

ELIGIBLE ENTITY:

ILLINOIS HOUSING DEVELOPMENT

AUTHORITY

By:

Name:

Title:

TREASURY:

UNITED STATES DEPARTMENT OF THE

TRE~ .\

By:

Name:

!~Timothy G. Massad \

Title: Acting Assistant Secretary for

Financial Stability

(Signacnre Page to Second AmendmeollO HPA -minois]
TAMPA/139527.2 

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 
TAMPA/139527.2 

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information: 

Name of the Eligible Entity: Illinois Housing Development Authority1

Corporate or other organizational form: a body politic and corporate under the laws 

of the State of Illinois, pursuant to the 

Illinois Housing Development Act, 20 ILCS 

3805/1 et seq., as amended.

Jurisdiction of organization: Illinois 

Notice Information: 

 

 

 

 

 

 

HFA Information: 

Name of HFA: Illinois Housing Development Authority1

Organizational form: a body politic and corporate under the laws 

of the State of Illinois, pursuant to the 

Illinois Housing Development Act, 20 ILCS 

3805/1 et seq., as amended. 

Date of Application: September 1, 2010 

 

1

 References in the Agreement to the term “HFA” shall mean the Illinois Housing Development Authority (“IHDA”) 

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 IHDA, 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 IHDA’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 IHDA 

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 IHDA 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, IHDA 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 IHDA shall be governed by and construed in accordance with the laws of the State of Illinois. 
TAMPA/139527.2 

Date of Action Plan: September 1, 2010 

Notice Information: 

Program Participation Cap: $445,603,557.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: $166,352,726.00 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $166,352,726.00 

Permitted Expenses: $64,207,357.00

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/139527.2 

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/139527.2 

SERVICE SCHEDULE B-1 

Illinois Housing Development Authority 

Hardest Hit Fund Homeowner Emergency Loan Program (HHF HELP) 

Summary Guidelines 

1. Program Overview Illinois’ Homeowner Emergency Loan Program (HELP) will 

assist unemployed or substantially underemployed homeowners 

by paying their mortgage for up to 18 months while they search 

for gainful reemployment and/or participate in job training. 

IHDA will make full mortgage payments to the servicer on 

behalf of the borrower while the household remains eligible for 

assistance. While full mortgage payments are made on their 

behalf, the borrower must contribute partial mortgage payments 

to IHDA on a monthly basis totaling 31% of current household 

income. A rolling 30-day average of all household wages, 

compensation, and/or public benefits over the previous 2 months 

is considered the current income amount. Timely partial 

payments to IHDA are required for continued program 

assistance. 

After 18 months of full mortgage payments, borrowers will 

resume making their mortgage payments independently. If 

borrowers regain employment and earn sufficient income to 

adequately afford their mortgage during the 18 months, one final 

month of full mortgage payment will be made by IHDA and the 

borrower will be exited from the program. If the household 

maximum assistance level available is reached, IHDA will end 

assistance. 

Borrowers will be referred to the program through the HHF 

HELP website and/or call center, a housing counselor, or other 

entities. All client intakes of borrowers will be performed by 

housing counselors or other experienced personnel selected by 

IHDA. Counselors will provide a full application package to 

IHDA for underwriting, processing, and final approval. 

2. Program Goal The goal of the Program is to assist unemployed or substantially 

underemployed homeowners with interim mortgage payment 

assistance that will allow them to pursue sustainable income and 

homeownership through new employment or job training efforts 

without the immediate threat of default or foreclosure. 

3. Target Population / The Program aims to serve all areas of the State and all 

employment sectors as the foreclosure crisis and unemployment 
TAMPA/139527.2 

Areas crisis in Illinois is diverse. Funds will only be available to 

households at or below the moderate income level for the State 

(120% of area median, as defined by HUD). 

The maximum levels of assistance will be higher in the hardest 

hit Illinois counties. A “hardest hit county” exceeds the state 

average in any of the following areas: foreclosure rate, 90-day 

default rate, unemployment rate, or home price reduction. The 

maximum assistance level per household in a “hardest hit 

county” is $25,000. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$381,396,200.00 

5. Borrower Eligibility 

Criteria 

Homeowners must meet the following Program criteria: 

• Present income at or below 120% of area median; 

• Currently unemployed or substantially underemployed 

showing a minimum of 25% reduction in income; 

• Proof that the loss of income was involuntary (hardship 

affidavit required); 

• Fee simple title ownership on a property not exceeding 

four units; 

• Evidence of timely mortgage payments prior to income 

reduction; 

• Mortgage delinquency not to exceed 6 months; 

• Present home mortgage payments (including escrow 

amounts, if any) above 31% of monthly income; 

• Maximum of 3 months housing payments in available 

liquid assets (excluding retirement); 

• Homeowner must make timely partial mortgage 

payments; and 

• Homeowner must actively pursue reemployment or job 

training during the assistance period. 

6. Property / Loan 

Eligibility Criteria 

Properties must be owner-occupied and the household must not 

have an active mortgage on any other residential property. 

Eligible property can include single-family homes, detached or 

attached houses, town homes, condos, mobile homes on 

permanent foundations recorded as real property, and owneroccupied two, three, and four flats. 

Loan criteria includes: 

• Homeowners can have a maximum present mortgage 

amount of $500,000 
TAMPA/139527.2 

• Homeowners must carry a fixed rate mortgage or an 

adjustable rate mortgage 

7. Program Exclusions Homeowners with present mortgage payments (including 

escrow amounts, if any) payments less than 31% of current 

household income are ineligible. Homeowners with interestonly or negative amortization mortgages are ineligible. No 

assistance will be provided for second mortgages of any kind. 

Homeowners that own multiple residential properties are 

ineligible. Any applicant unable to substantiate past and current 

income or failing to provide required program documentation as 

requested is not eligible. 

8. Structure of Assistance Assistance will be in the form of a non-recourse, nonamortizing, zero-percent interest, ten-year loan secured by the 

property. The loan will be recorded as a subordinate lien and 

will only be repaid if net equity proceeds exist in the event of 

sale or refinance. Following the first five years, the loan will be 

forgiven on a monthly basis for the remaining five-year term. 

Any loan repayments will be funneled back into the program 

and used to provide additional assistance to eligible 

homeowners until the conclusion of the program on December 

31, 2017. After December 31, 2017, any remaining or returned 

funds will be returned to Treasury. 

9. Per Household 

Assistance 

The maximum amount of assistance per homeowner is $25,000 

in Illinois’ hardest hit counties as defined in Section 3 above. 

The maximum assistance level in all other counties is $20,000. 

10. Duration of Assistance Homeowners can receive assistance for a maximum of 18 

months. Upon expending the maximum amount per household, 

assistance will terminate. If the homeowner is gainfully reemployed during the program, the following month’s mortgage 

payment will conclude the assistance term for the homeowner. 

Gainfully re-employed will be defined as earning 75% or more 

of income prior to unemployment or substantial 

underemployment. Failure to make the partial monthly 

mortgage payment or any violation of program terms will 

terminate the homeowner’s assistance. 

11. Estimated Number of 

Participating 

Households 

IHDA anticipates that 16,000 to 27,000 households will be 

assisted through the HHF HELP Program. 

12. Program Inception / 

Duration 

It is estimated that the Pilot/Readiness Test Program will begin 

approximately 120 -150 days after approval by Treasury. 

The Statewide Program launch will begin approximately 90 – 

120 days post-Pilot/Readiness Test Program launch. 

Funds will likely be utilized within a 6-year period due to 
TAMPA/139527.2 

massive statewide demand, but returns to the fund may extend 

availability of funds in the program. 

13. Program Interactions 

with Other HFA 

Programs 

Households served under the National Foreclosure Mitigation 

Counseling (NFMC) Program may also be reviewed for HHF 

HELP eligibility. 

14. Program Interactions 

with HAMP 

Clients denied for a HAMP modification may be eligible for 

assistance through this program. Counselors evaluating 

eligibility for clients will also review for possible HAMP 

eligibility. Clients eligible for forbearance under the HAMP 

Unemployment Program may be eligible for assistance through 

HHF HELP. HHF HELP may precede, follow, or run 

concurrently with the HAMP UP forbearance. 

15. Program Leverage with 

Other Financial 

Resources 

The Program requires no financial contribution from servicers or 

lenders, but they will be encouraged to waive fees as the HHF 

HELP Program provides direct benefit to their loan portfolio. 

IHDA will work to collaborate with servicers and lenders to 

effectively manage payments and information of the borrowers. 

16. Qualify as an 

Unemployment 

Program 

; Yes  No 
TAMPA/139527.2 

SCHEDULE C

PERMITTED EXPENSES

Illinois 

 

 One-time / Start-Up Expenses: 

Initial Personnel $224,724.00 

Building, Equipment, Technology $1,840,040.00 

Professional Services $84,250.00 

Supplies / Miscellaneous $75,000.00 

Marketing /Communications $300,000.00 

Travel $25,000.00 

Website development /Translation $24,000.00 

Contingency $257,301.00 

 Subtotal $2,830,315.00 

 

Operating / Administrative 

Expenses: 

Salaries $20,363,400.00 

Professional Services (Legal, 

Compliance, Audit, Monitoring) $643,000.00 

Travel $247,068.00 

Buildings, Leases & Equipment $7,940,712.00 

Information Technology & 

Communications $2,203,440.00 

Office Supplies/Postage and 

Delivery/Subscriptions $161,400.00 

Risk Management/ Insurance $0.00 

Training $179,200.00 

Marketing/PR $700,000.00 

Miscellaneous $3,243,822.00 

 Subtotal $35,682,042.00 

 

 Transaction Related Expenses: 

Recording Fees $8,100,000.00 

Wire Transfer Fees $45,000.00 

 Counseling Expenses 

File Intake $0.00 

Decision Costs $0.00 

Successful File $17,550,000.00 

Key Business Partners On-Going $0.00 

 Subtotal $25,695,000.00 

 

Grand Total $64,207,357.00 

 

% of Total Award 14.41% 

Award Amount $445,603,557.00