Second Amendment to HPA — Tennessee 

TAMPA/139526.1

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/139526.1 

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/139526.1 

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 — Tennessee] 

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: 

TENNESSEE HOUSING DEVELOPMENT 

AGENCY 

UNITED STATES DEPARTMENT OF THE 

TREASURY 

By: /s/ Ted R. Fellman By: 

Name: Ted R. Fellman Name: Timothy G. Massad 

Title: Executive Director Title: Acting Assistant Secretary for 

 Financial Stability 

 

ELIGIBLE ENTITY:

TENNESSEE HOUSING DEVELOPMENT 

AGENCY 

By: /s/ Ted R. Fellman 

Name: Ted R. Fellman 

Title: Executive Director 

 
In Witness Whereof, HFAJ Eligible Entity and Treasury by their du1y authorized officials

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

Instrument and HFA Participation Agreement as ofthe Amendment Date.

BFA:

TENNESSEE HOUSING DEVELOPMENT

AGENCY

By:

Name:

Title:

ELIcmLE ENTITY:

TENNESSEE HOUSING DEVELOPMENT

AGENCY

By:

Name:

Title:

TREASURY:

UNITED STATES DEPARTMENT OF THE

TREASURY C\

B;TvVL-;d Name: Timothy G. Massad'

Title: Acting Assistant Secretary for

Financial Stability

[Signature Pale to Second Amendment to HPA - Tennessee]
TAMPA/139526.1 

EXHIBITS AND SCHEDULES

Schedule A Basic Information 

Schedule B Service Schedules 

Schedule C Permitted Expenses 
TAMPA/139526.1 

SCHEDULE A

BASIC INFORMATION

Eligible Entity Information: 

Name of the Eligible Entity: Tennessee Housing Development Agency1

Corporate or other organizational form: body, politic and corporate; political 

subdivision and instrumentality of the State 

of Tennessee, established and existing under 

the Tennessee Housing Development 

Agency Act, Tenn. Code Ann. § 13-23-101 

et seq. 

Jurisdiction of organization: Tennessee

Notice Information: 

 

 

 

HFA Information: 

Name of HFA: Tennessee Housing Development Agency1

Organizational form: body, politic and corporate; political 

subdivision and instrumentality of the State 

of Tennessee, established and existing under 

the Tennessee Housing Development 

Agency Act, Tenn. Code Ann. § 13-23-101 

et seq. 

Date of Application: September 1, 2010 

 

1

 References in the Agreement to the term “HFA” shall mean the Tennessee Housing Development Agency 

(“THDA”) 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 THDA, 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, annual audited 

financial statements shall be due no later than one hundred eighty (180) days after the end of THDA’s fiscal year, 

and (B) for purposes of Section 7 thereof, the powers and authority of THDA shall be governed and construed in 

accordance with the laws of the State of Tennessee. 

For the avoidance of doubt, THDA has no obligation to ensure that the funds in the Depository Account are 

collateralized should the amount of money in the account be in excess of the FDIC insurance limits. 
TAMPA/139526.1 

Date of Action Plan: September 1, 2010 

Notice Information: 

Program Participation Cap: $217,315,593.00 

Portion of Program Participation Cap 

Representing Original HHF Funds: $81,128,260.00 

Portion of Program Participation Cap 

Representing Unemployment HHF Funds: $81,128,260.00 

Permitted Expenses: $25,488,581.23

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/139526.1 

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/139526.1 

SCHEDULE B-1 

Tennessee Housing Development Agency 

Hardest Hit Fund Program (HHFP) 

Summary Guidelines 

1. Program Overview The Tennessee Housing Development Agency (THDA) Hardest 

Hit Fund Program (HHFP) will provide loans to unemployed or 

substantially underemployed homeowners who, through no fault 

of their own, are financially unable to make their mortgage 

payments and are in danger of losing their homes to foreclosure. 

Loan proceeds will be used to pay all mortgage and mortgagerelated expenses (e.g., property taxes, homeowner insurance, 

homeowner dues) until the homeowner secures employment or 

completes training for a new career. Homeowners who have 

found a new job, but during a period of unemployment 

accumulated payment arrearages, reinstatement assistance will 

be available. 

2. Program Goals To assist unemployed, or substantially underemployed, 

homeowners to remain in their homes and make monthly 

payments on their mortgages and mortgage related expenses 

such as property taxes, homeowner insurance, homeowner dues, 

and/or past-due mortgage payments (arrearages) that 

accumulated during a period of unemployment (or substantial 

underemployment) so that they may avoid delinquency and 

foreclosure. 

3. Target Population / 

Areas 

This program will be available in all Tennessee counties. 

THDA will provide additional assistance over a longer period of 

time to eligible homeowners living in targeted or “hardest hit” 

counties, defined as those counties showing greater than average 

distress based on a combination of unemployment rate, the 

percent of the state’s foreclosures in that county, and 

delinquency rates. Twenty-nine counties were chosen as targeted 

based on the fact that they scored high on two of three factors, as 

follows: having an unemployment rate at or above the state 

average rate, having a high percentage of the state’s foreclosure 

filings (in the 75th percentile of counties), having a high 

delinquency rate (again, in the 75th percentile of counties). 

4. Program Allocation 

(Excluding 

Administrative 

Expenses) 

$ 191,827,011.77 
TAMPA/139526.1 

5. Borrower Eligibility 

Criteria 

Unemployed or substantially underemployed homeowners who, 

through no fault of their own, are unable to make their mortgage 

payments and are at risk of foreclosure. Homeowners will be 

required to provide a financial hardship affidavit with 

appropriate documentation as to the cause of their hardship. For 

most homeowners, this will be documentation from the 

Department of Labor and Workforce Development confirming a 

job loss and receipt of unemployment benefits. If information 

from the Department of Labor and Workforce Development is 

unavailable, a notarized letter from the former employer 

indicating job loss was not the fault of the borrower will serve as 

a substitute. Self-employed borrowers will be required to 

submit prior tax returns and a current profit and loss statement to 

show a loss of income. Homeowners will be required to provide 

continual documentation certifying to their ongoing hardship. 

Employed homeowners who have previously been unemployed 

or substantially underemployed and who are delinquent because 

of arrearages accumulated during such period of unemployment 

or substantial underemployment, but who can resume future 

payments without additional assistance. 

Substantially underemployed homeowners whose income has 

been reduced by 50% or more. 

The event or incident which results in unemployment or 

substantially underemployment must have occurred after 

January 1, 2008. 

History of timely mortgage payments prior to the job 

loss/reduction of income. 

Principal, Interest, Taxes and Insurance >31% of household 

income after job loss/reduction of income. 

Asset test: Borrower must not have >6 months reserves 

Borrower must be a low or moderate income homeowner 

(maximum $74,980 household income). 

Eligibility for program assistance will be determined primarily 

by participating foreclosure prevention partners using THDA 

underwriting criteria stated above. 

Funds will be allocated on a first come/approved, first served 

basis. 
TAMPA/139526.1 

6. Property / Loan 

Eligibility Criteria 

Existing single-family homes or condominiums (attached or 

detached) including manufactured homes on foundations 

permanently affixed to real estate owned by the borrower. 

Tennessee owner-occupied, primary residences only. 

7. Program Exclusions Total Unpaid Principal Balances > $226,100 

Manufactured Homes not considered real property 

Non-legal U.S. resident 

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

subordinate loan. A forgiveness clause will reduce the loan 

amount by 20% a year for every year the borrower stays in the 

home up until 5 years. At the end of 5 years the note will be 

considered satisfied and THDA will release the lien securing the 

note. 

Loan funds are due and payable if property is sold, refinanced or 

no longer owner occupied and there are sufficient equity 

proceeds available (unless otherwise prohibited under applicable 

federal law). 

All deferred, subordinate mortgages will be evidenced by a 

Home Equity Line of Credit promissory note and secured by a 

deed of trust on the property. Borrowers will be required to sign 

and acknowledge via written agreement indicating the program 

guidelines. 

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, any 

remaining or recaptured funds will be returned to Treasury. 

9. Per Household 

Assistance 

Maximum amount available per homeowner: 

• Standard benefit counties: $ 15,000 up to 12 months 

• Targeted benefit counties: $ 20,000 up to 18 months 

• There is no maximum monthly payment amount; 

however, total loan amount cannot exceed applicable 

benefit. 
TAMPA/139526.1 

10. Duration of Assistance Homeowners may receive assistance up to a maximum of 12 or 

18 months (depending on county). Should a homeowner 

become reemployed within the applicable period, the 

homeowner may continue receiving assistance for up to an 

additional 2 months after reemployment. Additionally, if a 

homeowner becomes reemployed within the applicable period 

and the homeowner’s mortgage payment exceeds 31% of their 

current income, they are eligible for continued assistance. 

Any reinstatement assistance shall be made in one payment. 

11. Estimated Number of 

Participating 

Households 

11,211 homeowners over the next 4-5 years with an average 

loan amount of $ 17,200. Recaptured funds will be recycled and 

used for additional homeowners which could extend the 

program until as late as December 31, 2017. 

12. Program Inception / 

Duration 

Program will begin serving the targeted, hardest hit counties 

January 1, 2011. Subsequently, on March 1, 2011 the Standard 

benefit counties will become eligible for the program. Program 

is expected to run until December 31, 2015, but will continue 

until all funds are exhausted. Recaptured funds will be recycled 

and used for additional homeowners which could extend the 

program until as late as December 31, 2017. 

13. Program Interactions 

with Other HFA 

Programs 

Borrowers are eligible for THDA’s Great Save loan program 

through December 31, 2010, in order to refinance their existing 

sub-prime, ARM originated prior to January 1, 2008. 

14. Program Interactions 

with HAMP 

Borrowers can receive HAMP assistance (including UP program 

assistance) prior to or after receiving Hardest Hit Fund 

assistance. 

15. Program Leverage with 

Other Financial 

Resources 

None 

16. Qualify as an 

Unemployment 

Program 

; Yes  No 
TAMPA/139526.1 

SCHEDULE C

PERMITTED EXPENSES

Tennessee 

 

 One-time / Start-Up Expenses: 

Initial Personnel $100,000.00 

Building, Equipment, Technology $624,090.00 

Professional Services $58,392.00 

Supplies / Miscellaneous $12,530.00 

Marketing /Communications $35,000.00 

Travel $10,000.00 

Website development /Translation $15,000.00 

Contingency $0.00 

 Subtotal $855,012.00 

 

Operating / Administrative 

Expenses: 

Salaries $5,729,875.00 

Professional Services (Legal, 

Compliance, Audit, Monitoring) $497,927.77 

Travel $169,447.12 

Buildings, Leases & Equipment $267,866.70 

Information Technology & 

Communications $1,285,760.16 

Office Supplies/Postage and 

Delivery/Subscriptions $108,619.95 

Risk Management/ Insurance $0.00 

Training $267,866.70 

Marketing/PR $146,873.99 

Miscellaneous $1,011,654.85 

 Subtotal $9,485,892.23 

 

 Transaction Related Expenses: 

Recording Fees $2,769,117.00 

Wire Transfer Fees $167,560.00 

 Counseling Expenses $0.00 

File Intake $1,000,000.00 

Decision Costs $0.00 

Successful File $11,211,000.00 

Key Business Partners On-Going $0.00 

 Subtotal $15,147,677.00 

 

Grand Total $25,488,581.23 

 

% of Total Award 11.73% 

Award Amount $217,315,593.00