Fifth Amendment to HPA — Illinois 

TAMPA/200831.1

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 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”), 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 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; 

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. 
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TAMPA/200831.1 

Agreement 

1. 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. 

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 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. 

3. Miscellaneous

A. The recitals set forth at the beginning of this Fifth Amendment are true and accurate 

and are incorporated herein by this reference. 
- 3 - 

TAMPA/200831.1 

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] 
[Signature Page to Fifth Amendment to HPA — Illinois] 

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: TREASURY: 

ILLINOIS HOUSING DEVELOPMENT 

AUTHORITY 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Mary R. Kenney By: 

Name: Mary R. Kenney Name: Timothy G. Massad 

Title: Executive Director Title: Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

ILLINOIS HOUSING DEVELOPMENT 

AUTHORITY 

By: /s/ Mary R. Kenney 

Name: Mary R. Kenney 

Title: Executive Director 

 

TAMPA/200831.1 

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 
TAMPA/200831.1 

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: Illinois Housing Development Authority 

 401 North Michigan Avenue, Suite 700 

 Chicago, Illinois 60611 

Attn: Executive Director and General 

Counsel 

Phone: (312) 836-7416 

Fax: (312) 832-2184

 

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/200831.1 

Date of Action Plan: September 1, 2010 

Notice Information: Same as notice information for Eligible 

Entity 

Program Participation Cap: $445,603,557.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: N/A 

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 

Third Amendment Date: May 11, 2011 

Fourth Amendment Date: August 3, 2011 

Fifth Amendment Date: January 25, 2012 

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/200831.1 

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/200831.1 

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 homeowners who have experienced an income reduction 

due to unemployment or underemployment in two ways: 

Monthly Mortgage Payment Assistance and Reinstatement 

Assistance. Monthly Mortgage Payment Assistance will be 

provided for up to 18 months. Reinstatement Assistance will 

pay a homeowner’s delinquent balance and other associated fees 

and costs. Borrowers may be eligible for Reinstatement 

Assistance combined with Monthly Mortgage Payment 

Assistance or Reinstatement Assistance only as determined 

based on first mortgage DTI program parameters. 

For Monthly Mortgage Payment Assistance, 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, the amount of which is to be determined by program 

guidelines. Timely partial payments to IHDA are required for 

continued program assistance. 

After a maximum of 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, borrowers will be transitioned 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 hotline, a housing counselor, or other 

entities. All client intakes of borrowers will be performed by 

IHDA approved intake agencies or IHDA staff. Intake agencies 

will screen applications and provide a full application package 

to IHDA for final approval. 

2. Program Goal The goal of the Program is to assist homeowners who have 

experienced an income reduction due to unemployment or 

underemployment with Monthly Mortgage Payment Assistance 

and Reinstatement Assistance that will allow them to pursue 

sustainable income and homeownership without the immediate 

threat of default or foreclosure. 
TAMPA/200831.1 

3. Target Population / 

Areas 

The Program aims to serve all areas of the State and all 

employment sectors as the foreclosure crisis and unemployment 

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) 

$281,396,200.00 

5. Borrower Eligibility 

Criteria 

Homeowners must meet the following Program criteria: 

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

• Experienced a substantial reduction in income due to 

unemployment or underemployment event; 

• Certification that the loss of income was involuntary 

(hardship affidavit required); 

• Fee simple title ownership on a property not exceeding 

four units; 

• Liquid assets can not exceed program guidelines; and 

• Reinstatement assistance and monthly mortgage payment 

assistance will be made available to eligible borrowers 

based on first mortgage DTI program parameters. 

6. Property / Loan 

Eligibility Criteria 

Property criteria includes: 

• Properties must be owner-occupied; 

• Properties can be one, two, three, and four units; 

• Properties must be the primary residence of the 

borrowers; 

• Property types can include single-family homes, 

detached or attached houses, town homes, condos, 

mobile homes on permanent foundations recorded as real 

property; 

 

Loan criteria includes: 

• Loan must be secured by a first position lien; 

• Homeowners can have a maximum present mortgage 

amount of $500,000; 

• Homeowners must carry a fixed rate mortgage or an 

adjustable rate mortgage; 
TAMPA/200831.1 

7. Program Exclusions • Homeowners with interest-only or negative amortization 

mortgages; 

• Assistance for subordinate mortgages; 

• Homeowners that own and/or are a party to mortgages 

on multiple residential properties; 

• Applicants unable to substantiate past and current 

income or failing to provide required program 

documentation as requested; 

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

forgivable 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 forgivable loan will 

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

Any forgivable 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 borrowers regain employment and 

earn sufficient income to adequately afford their mortgage 

during the 18 months, borrowers will be transitioned from the 

program. Failure to make the partial monthly mortgage 

payment or any violation of program terms may 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. 

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. 
TAMPA/200831.1 

14. Program Interactions 

with HAMP 

Clients denied for a HAMP modification may be eligible for 

assistance through this program. Intake agencies evaluating 

eligibility for clients may 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/200831.1 

SERVICE SCHEDULE B-2

Illinois Housing Development Authority 

Mercy Housing, Inc. 

Mortgage Resolution Fund Program (MRF) 

Summary Guidelines 

1. Program Overview The Illinois Housing Development Authority (IHDA) will 

partner with MRF, LLC, a non-profit partnership formed by 

Mercy Portfolio Services; Mercy Housing, Inc.; Enterprise 

Community Partners, Inc.; the Housing Partnership Network; 

and the National Community Stabilization Trust, to use HHF 

funds to purchase delinquent loans in hardest-hit markets from 

lending institutions and capital markets trading desks at deeply 

discounted prices, modify such loans to an affordable level for 

the homeowner and then, assuming a successful trial 

modification period, rewrite the loan and if the market is 

amenable, sell the loan. Alternatively, MRF will provide 

households not eligible for modification with support through 

property disposition and transition to new housing and in 

certain limited circumstances the loan will have to be 

foreclosed. 

More specifically, the Mortgage Resolution Fund is designed 

to: 

1) identify, source and perform loan level due diligence in order 

to purchase delinquent residential first mortgage loans from 

servicers/owners at a price consistent with the underlying 

property value and the mortgage’s net present value; 

2) upon purchase of the loan, offer qualifying homeowners an 

opportunity to enter a trial modification period where the loan 

will be restructured to achieve a front end debt ratio of not 

greater than 31 percent of the gross household income; 

3) work with the qualifying household during the trial period to 

reduce their debt to achieve a total debt ratio no greater than 

50% of the gross household income to strengthen the loan asset; 

4) upon successful completion of the trial period, permanently 

modify the first mortgage by writing down the principal to an 

amount no less than 75 percent and no greater than 95 percent 

of the current appraised value, with a monthly payment no 

greater than 31 percent of gross monthly income and a 30-year 

term and amortization; 
TAMPA/200831.1 

5) attach a 0 percent, 10-year forgivable second mortgage equal 

to the difference between the current market value of the 

property and the permanently modified loan amount; 

6) offer an alternative disposition (short sale or deed-in-lieu) to 

households with loans unable to be permanently modified; 

7) pursue foreclosure when owners, who are otherwise qualified 

to participate in the MRF program, walk away from the 

property or are uninterested in an alternative disposition; 

8) pursue foreclosure when owners/loans are not qualified to 

participate in the MRF program, in which event MRF, LLC will 

reimburse IHDA for any HHF monies expended with respect to 

that loan; 

9) provide asset management of all homes owned until a final 

disposition is reached; and 

10) provide compliance and reporting functions from both a loan 

and fund level. 

2. Program Goal The MRF Program aims to keep families in their homes or 

provide families with support for an orderly property disposition 

and transition to new housing, which will help to stabilize 

neighborhoods and housing markets. 

3. Target Population / 

Areas 

The Program will be available in the six county Chicago-Metro 

area, which includes Cook, DuPage, Kane, Kendall, Lake, and 

Will Counties, to low-to-moderate income households. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$100,000,000.00 

5. Borrower Eligibility 

Criteria 

Borrower circumstances will determine whether they are placed 

into one of three options: trial modification leading to 

permanent modification, alternative disposition or foreclosure. 

Specific eligibility criteria for each of the foregoing options are 

set forth in the MRF Program Guidelines. All borrowers will be 

required to sign a financial hardship affidavit. 

6. Property / Loan 

Eligibility Criteria 

The following waterfall process will be used to determine those 

loans eligible for purchase: 

Filter One: Geography 

 The census tracts within each eligible county will be 

analyzed and those that score between 12 and 19, as defined 

by HUD NSP2-CIS, will be eligible. 

 The selected census tracks will be evaluated and those with a 

USPS vacancy rate of 10 percent or less will be eligible. 
TAMPA/200831.1 

 The selected census tracks will be evaluated to determine 

market viability by analyzing sales data to determine (1) if 

the market has stabilized; (2) velocity and absorption rates; 

and, (3) purchase price ranges for the area. 

Filter Two: Loan Terms and Status 

 Owner-occupied, single family detached home 

 Secured with an FHA/VA/USDA/Conventional/Sub-prime 

product (no exclusions will be made because of interest rate, 

amortization period, credit, documentation, mortgage 

insurance, origination date, LTV) 

 First lien position 

 Payment delinquency of 30 days or greater but prior to 

judgment 

 Property value equal to or less than $500,000 

 Principal balance at or below what a borrower earning 120 

percent of Area Median Income can afford (assuming 30 

year term, 5 percent rate) 

7. Program Exclusions Any loans to homeowners that do not meet above criteria. 

8. Structure of Assistance A portion of the assistance representing the difference between 

the current market value of the property and the permanently 

modified loan amount will be structured as a 0 percent, 10-year 

forgivable second mortgage loan to the borrower in which a 

second lien is recorded against the property. 

Borrower payments made through the trial and permanent 

modification periods as well as any funds generated through the 

sale of the permanently modified loans or properties will be 

used to pay program costs, program fees and repay HHF. HHF 

monies returned to IHDA will undergo a close out review and, 

subject to IHDA’s approval, will be re-distributed to MRF, LLC 

for the purchase of additional delinquent loans. After December 

31, 2017 all repayments and profits, if any, will be returned to 

Treasury. 

9. Per Household 

Assistance 

The maximum refinance amount will be equal to or less than 

$500,000. The median refinance amount is expected to be 

approximately $130,000. 
TAMPA/200831.1 

10. Duration of Assistance Duration of assistance will vary from borrower to borrower 

based on circumstances surrounding each and market 

conditions. However, all borrowers will be refinanced or 

transitioned to another managed option prior to the expiration of 

the program in 2017 with exceptions permitted upon approval 

by MRF, LLC. 

11. Estimated Number of 

Participating 

Households 

Current models indicate that as many as 600 loans (60 percent of 

total loans purchased) will be permanently modified. Another 

350 loans (35 percent of total loans purchased) will result in an 

alternative disposition (short sale or deed-in-lieu) and 50 loans 

(five percent of total loans purchased) will end in foreclosure. 

The total number of loans purchased is estimated at 1,000. 

However, if market conditions allow for the sale of the loans 

and the recycling of the HHF investment, approximately 2,000 

loans will be purchased and as many as 1,200 loans (60 percent) 

will be permanently modified. 

12. Program Inception / 

Duration 

It is expected that the program will begin approximately 120 

days from the date of Treasury approval and the first loans will 

be purchased within approximately 60 days thereafter. The 

Program will terminate in 2017. 

13. Program Interactions 

with Other HFA 

Programs 

It is expected that certain MRF TMP ineligible loans (those with 

inadequate income to support the required minimum mortgage 

loan amount) will be eligible for IHDA’s standard HHF program 

and will be referred to IHDA to submit an application and have 

eligibility determined. 

14. Program Interactions 

with HAMP 

It is expected that some of the delinquent mortgages purchased 

under this Program may have been unsuccessful under HAMP. 

No currently performing loans under the HAMP program will be 

eligible. 

15. Program Leverage with 

Other Financial 

Resources 

Loans will be purchased at a discount. 

16. Qualify as an 

Unemployment 

Program 

 Yes ; No