1 

Doc#: US1:11002177v1 

TWELFTH AMENDMENT TO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

HFA PARTICIPATION AGREEMENT 

This Twelfth Amendment to Commitment to Purchase Financial Instrument and HFA 

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

Schedule A attached hereto as the Twelfth 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 set forth on Schedule A attached hereto, as previously amended by those 

certain Amendments to Commitment to Purchase Financial Instrument and HFA Participation 

Agreement dated as of their respective dates as set forth on Schedule A attached hereto (each, an 

“Amendment” and together with the Original HPA as amended thereby, the “Current HPA”), 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 (12 U.S.C. 5201 et 

seq.), as amended, and 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 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. 

Agreement 

1. Amendments

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

Current HPA, as further amended by this 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 Amendment. All 

references herein to the “HPA” shall mean the Current HPA, as further amended by this 

Amendment. 
2 

Doc#: US1:11002177v1 

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

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

Treasury in connection with this 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 Amendment and any other closing documentation delivered to Treasury in 

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

thereunder. 

3. Miscellaneous

A. The recitals set forth at the beginning of this 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, 
3 

Doc#: US1:11002177v1 

and no such prohibition or unenforceability in any jurisdiction shall invalidate such 

provision in any other jurisdiction. 

D. This 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 Amendment and any other closing documentation delivered in 

connection therewith, shall be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 
[Signature Page to Twelfth Amendment to HPA – Mississippi] 

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

hereby execute and deliver this Amendment as of the Amendment Date. 

HFA: TREASURY: 

MISSISSIPPI HOME CORPORATION UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Scott Spivey By: 

Name: Scott Spivey Name: Mark McArdle 

Title: Executive Director Title: Deputy Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

MISSISSIPPI HOME CORPORATION 

By: /s/ Scott Spivey 

Name: Scott Spivey 

Title: Executive Director 
EXHIBITS AND SCHEDULES 

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 
A-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: $144,291,701.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: $38,036,950.00 

Portion of Program Participation Cap 

 

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. 
A-2 

Representing Unemployment HHF Funds: $38,036,950.00 

Rounds 1-4 Funding Allocation: $101,888,323.00 

Round 5 Funding Allocation: $42,403,378.00 

Permitted Expenses: $21,526,327.00 

Closing Date: September 23, 2010 

First Amendment Date: September 29, 2010 

Second Amendment Date: December 16, 2010 

Third Amendment Date: December 8, 2011 

Fourth Amendment Date: January 25, 2012 

Fifth Amendment Date: September 28, 2012 

Sixth Amendment Date: April 25, 2013 

Seventh Amendment Date: September 20, 2013 

Eighth Amendment Date: December 18, 2014 

Ninth Amendment Date: September 29, 2015 

Tenth Amendment Date: May 3, 2016 

Eleventh Amendment Date: June 28, 2016 

Twelfth Amendment Date: December 19, 2016 

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. 
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.
B-1-1 

SERVICE SCHEDULE B-1 

Mississippi Home Corporation 

Home Saver Program 

Summary Guidelines 

1. Program Overview Mortgage Assistance Option. Mississippi Home Corporation 

(MHC) will offer its Home Saver Program (HSP) to borrowers 

that are unemployed or substantially underemployed, or that 

have experienced a death or divorce of a spouse that resulted in 

at least a 15% reduction in income. MHC will pay 100% of the 

monthly mortgage payment for up to twenty-four (24) months. 

Borrowers that choose Mortgage Assistance Option are eligible 

for up to a total of $50,000 of arrearage assistance which must 

cover a minimum of twelve (12) months of mortgage payments 

or as specified in the HSP guidelines. A cap of $50,000 is the 

maximum amount permitted for the Mortgage Assistance 

Option. 

Reinstatement Option. Homeowners who have fallen behind on 

their mortgage and need help catching up, but who have 

recovered and can now sustain the mortgage can receive up to 

$50,000, which can be applied toward delinquent first mortgage 

payments, delinquent property taxes and any accrued escrow 

shortages. 

Unemployed, Underemployed and Self-employed borrowers 

will enter the HSP through the intake process of the housing 

counseling agencies. MHC will not limit the monthly mortgage 

payment amount per month, but will limit the total HSP 

assistance to $50,000. 

Borrowers experiencing a death or divorce of a spouse that 

resulted in at least a 15% reduction in income will enter the HSP 

through the intake process of the housing counseling agencies. 

MHC will not limit the monthly mortgage payment amount per 

month, but will limit the total HSP assistance to $50,000. 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 
B-1-2 

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) 

$102,765,374.00 

5. Borrower Eligibility 

Criteria 

• The borrower must have a monthly mortgage payment that 

they cannot afford due to unemployment or a reduction in 

income due to underemployment that can be documented, as 

specified in the HSP guidelines. All borrowers are required 

to submit a hardship affidavit documenting inability to pay 

their mortgage. 

• Job loss, death, or divorce of a spouse that resulted in at least 

a 15% reduction in income had to occur on or after January 

1, 2008. 

• Mortgage must have been made prior to hardship for 

borrowers 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 unemployed borrower must be eligible to receive or 

have exhausted unemployment compensation from the 

Mississippi Department of Employment Security (MDES) or 

the unemployment insurance fund in another state. 

• Self-employed borrowers must be eligible to receive or have 

exhausted unemployment compensation from MDES, or be 

able to document loss of income, as specified in the HSP 

guidelines. 

• Borrowers experiencing a death or divorce of a spouse that 

resulted in at least a 15% reduction in income must provide a 

legally recognized death certificate or divorce decree. 

• The borrower must be a resident of the State of Mississippi. 

• File underwriting will be performed by a third party firm 

under contract with MHC. The firm will review applications 

and make a recommendation to MHC about eligibility.

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 
B-1-3 

residence. 

• The property must be a single-family, one- to five-unit 

dwelling, condominium or townhome, must be classified as 

real estate and affixed on a permanent foundation if a 

manufactured or mobile home. 

• Mortgage must have been made prior to hardship for 

borrowers 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 mortgage must not be 

greater than $271,000. 

• Members of the U.S. Armed Forces who have experienced 

any drop in income due to deployment. 

7. Program Exclusions • Although a borrower with a second mortgage may be 

eligible for HSP, HSP payments will only be made towards 

the first mortgage. 

• Borrowers in active bankruptcy. 

• Seasonal workers. 

• Servicers that are not a state- or federally-regulated financial 

institution. (effective with applications after 8/09/2011). 

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 

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

returned to the program in accordance with the Agreement. 

9. Per Household 

Assistance 

The estimated median amount that the typical borrower will 

receive is $33,989.64. The maximum amount of assistance that a 

borrower can receive from the HSP is $50,000. 

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

payment for arrearage accumulated during the period of 

unemployment or substantial underemployment, not to exceed 
B-1-4 

the maximum assistance the borrower is eligible for; and 2) up 

to twenty-four (24) months of monthly mortgage payment 

assistance. In distressed counties, borrowers can receive: 1) a 

one-time payment of arrearage accumulated during the period of 

unemployment or substantial underemployment, not to exceed 

the maximum assistance the borrower is eligible for; 2) up to 

twenty-four (24) months of monthly mortgage payment 

assistance; and; 3) up to six (6) additional months for extended 

job search. 

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; 4) the eligible borrower 

exhausts the $50,000 maximum assistance amount before the 

term ends, or; 5) an unanticipated event occurs deeming the 

eligible borrower or the property ineligible to receive assistance, 

i.e., death or fire. 

11. Estimated Number of 

Participating 

Households 

The HSP will assist approximately 4,670 borrowers. 

12. Program Inception / 

Duration 

MHC will launch a pilot program within thirty (30) days after 

approval from the Treasury, and the full program within one 

hundred twenty (120) days after approval. The HSP will be 

available to offer assistance through December 31, 2020 or until 

funds are exhausted. 

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 will still be eligible for HSP funds if eligible under 

HAMP UP. HSP assistance will be available to borrowers 

preceding or following UP assistance. 

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. 
B-2-1 

SERVICE SCHEDULE B-2 

Mississippi Home Corporation 

Blight Elimination Program 

Summary Guidelines 

1. Program Overview Under Mississippi’s Hardest Hit Fund Blight Elimination 

Program (“BEP”), the Mississippi Home Corporation (“MHC”) 

will work with municipalities and county governments 

(together, “Applicants”) and non-profit organizations, 

community development corporations, economic development 

entities, including Planning and Development Districts, land 

banks and for-profit entities (collectively, “Program Partners”) 

to strategically target residential properties for demolition and 

greening within the state to remove blighted properties. 

Applicants must have the capacity, knowledge, and 

demonstrated experience in managing blight elimination to be 

able to apply. Applicants must have a contract with a Program 

Partner that is owner of record of the property in order to be 

eligible for BEP funds. 

2. Program Goals The goal of BEP is to reduce foreclosures among neighboring 

properties, and strengthen neighborhood property values. MHC 

will work with Applicants and Program Partners to identify 

meaningful indicators to track and quantify the BEP’s impact in 

the designated communities. 

3. Target Population / 

Areas 

BEP activity will be limited to targeted areas approved by MHC 

that are part of a comprehensive local strategy to stabilize home 

values and prevent foreclosures. MHC program guidelines will 

ensure that demolition and greening/improvement is designed to 

increase values of neighboring properties and have a positive 

effect on preserving existing neighborhoods. 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$ 20,000,000.00 
B-2-2 

5. Property Eligibility 

Criteria 

• Property must be owned by the Program Partner. Property 

owned by the State of Mississippi (i.e., held by the 

Mississippi Secretary of State) must be transferred to the 

Program Partner prior to demolition taking place and 

otherwise meet all requirements of the BEP. 

• Applicant must obtain a declaration from a unit of local 

government that the property is condemned, substandard, 

uninhabitable, and/or a nuisance to public health and safety 

based on state law and existing local codes and ordinances. 

• Property must be residential in nature. 

• Property must contain four units or less. 

• Property must not be legally occupied at the time of any 

review or approval by MHC for blight elimination activity. 

• A minimum 36-month maintenance plan must exist for each 

property after demolition. 

6. Ownership / Loan 

Eligibility Criteria 

• Title to the property must be held by the Program Partner 

such that an enforceable lien can be granted on the property. 

• Property must be subject to a loan that can be modified or 

extinguished. 

7. Program Exclusions • Property is listed on a local, state or national historic 

register. 

• Property is a residential structure with more than four units. 

• Property is a commercial or industrial building or contains 

mixed use structures, i.e. structures combining commercial 

and residential space. 

8. Structure of Assistance MHC will determine the acceptability of eligible properties as 

described herein and otherwise set forth in the program 

guidelines. 

Applicant will be responsible for acquisition of the property (if 

applicable), demolition work, greening/site improvement and ongoing property maintenance. 

The Applicant will submit an application to MHC containing the 

location of the property, neighborhood conditions, estimated 
B-2-3 

cost of structure removal, estimated cost of greening (if 

applicable), and the end use of the subject property. 

Required documentation must be submitted by the Applicant to 

MHC for review and approval in MHC’s sole discretion 

pursuant to the program guidelines. 

Upon completion of blight elimination activity on the property 

and approval by MHC, MHC will provide HHF funds to the 

owner of the property, after the execution of a promissory note in 

favor of MHC. Total assistance will be provided for documented 

expenses associated with acquiring, demolishing, greening the 

property and ongoing maintenance for 36 months. 

Funds will be provided as a non-amortizing loan secured by a 

mortgage in favor of MHC for an amount not to exceed $15,000, 

with a 0 % interest rate, as long as MHC’s requirements are met.

Loans will mature three years after their origination date (the 

“Expiration Date”). 

Prior to the Expiration Date, loans will be forgiven at a rate of 

33.33% per annum as long as terms of the BEP are met. The 

unforgiven balance of the loan will be due and payable if the 

property is sold, its title transferred or it is used for an 

unauthorized purpose prior to the Expiration Date, provided there 

are net proceeds. The payoff amount, if any, will be provided at 

the time of sale, transfer or unauthorized use. Demand notes, 

loan modification agreements, mortgages and any other 

documentation required by the terms of the BEP must be 

executed by the Applicant and/or Program Partner, as 

applicable. 

Any funds returned according to established program guidelines

will be recaptured and used in the program in accordance with

the Agreement. 

9. Per Property 

Assistance 

Maximum amount of $15,000 per property. Any amount over 

the maximum must be paid by the Applicant. MHC expects 

many demolitions to cost less than this maximum amount. 

10. Duration of Assistance One-time payment for reimbursement of eligible costs. 

11. Estimated Number of 

Participating 

Households 

MHC anticipates that approximately 2,000 homes can be 

demolished statewide at an average cost of $10,000. 

12. Program Inception / MHC will launch the program within ninety (90) days after 
B-2-4 

Duration approval from the Treasury. The BEP will be available to offer 

assistance through December 31, 2020 or until funds are 

exhausted. 

13. Program Interactions 

with Other Programs 

(e.g. other HFA 

programs) 

None.

14. Program Interactions 

with HAMP None. 

15. Program Leverage with 

Other Financial 

Resources None. 
C-1 

SCHEDULE C 

Permitted Administrative Expenses 

Mississippi

 

 

 One-time / Start-Up Expenses: 

Initial Personnel $15,000.00

Building, Equipment, Technology $0.00

Professional Services $20,500.00

Supplies / Miscellaneous $0.00

Marketing /Communications $9,973.00

Travel $0.00

Website development /Translation $50,000.00

Contingency $50,017.00

 Subtotal $145,490.00

 

Operating / Administrative 

Expenses: 

Salaries 

$7,948,000.00

Professional Services (Legal, 

Compliance, Audit, Monitoring) 

$2,238,837.00

Travel 

$48,000.00

Buildings, Leases & Equipment 

$62,000.00

Information Technology & 

Communications 

$1,367,000.00

Office Supplies/Postage and 

Delivery/Subscriptions 

$57,000.00

Risk Management/ Insurance $0.00

Training 

$13,000.00

Marketing/PR 

$684,000.00

Miscellaneous 

$512,000.00

 Subtotal 

$12,929,837.00

 
C-2 

 Transaction Related Expenses: 

Recording Fees 

$354,000.00

Wire Transfer Fees 

 Counseling Expenses 

File Intake 

$1,131,000.00

Decision Costs 

$1,923,000.00

Successful File 

$1,367,000.00

Key Business Partners On-Going 

$3,676,000.00

 Subtotal $8,451,000.00

 

 Grand Total $21,526,327.00

 

% of Total Award 14.92%

Award Amount $144,291,701.00