EXHIBIT
10.5.1


 


FIRST AMENDMENT TO


MORTGAGE
PARTNERSHIP FINANCE®


INVESTMENT
AND SERVICES AGREEMENT


 


THIS FIRST AMENDMENT TO
INVESTMENT AND SERVICES AGREEMENT (the “Amendment”) is made as of the
7th day of September, 2000, between the FEDERAL HOME LOAN BANK OF CHICAGO (the “MPF®
Provider”) and the FEDERAL HOME LOAN BANK OF BOSTON (the “Boston Bank”).


 


RECITALS:


 


WHEREAS, the Boston Bank
and the MPF Provider have previously entered into that certain MORTGAGE
PARTNERSHIP FINANCE Investment and Services Agreement dated as of April 20,
2000 (the “Agreement”) pursuant to which the parties agreed, among other
things, to make the MORTGAGE PARTNERSHIP FINANCE Program available to members
of the Boston Bank; and


 


WHEREAS, the parties
desire to amend the Agreement to modify the Participation Share provision, to
reduce to zero the MPF Provider’s Participation Share in the first One Billion
Dollars of Program Loans sold to the Boston Bank under the Fleet MC
(hereinafter defined), and to set the MPF Provider’s Participation Share to 25%
of any Program Loans sold under the Fleet MC in excess of One Billion
Dollars.  Any capitalized terms not
defined in this Amendment shall have the meaning assigned to them in the
Agreement.


 


NOW THEREFORE,  in consideration of the foregoing recitals
and the covenants contained herein and in the Agreement, the parties here agree
as follows:


 


1.                                       The Agreement is hereby amended with
respect to the Fleet MC and SCRC MC, only by deleting Section 2.2 (b) in
its entirety and substituting the following in its place:


 


(b)  In lieu of
paying the Program Contribution, the Boston Bank hereby agrees to grant the MPF
Provider a Participation Share in the amount of a fifty percent (50%) interest
in the Program Loans purchased by the Boston Bank under that certain Master
Commitment issued for an amount up to One Billion Two Hundred Million Dollars,
dated August 22, 2000, to Second Charter Reinsurance Company (the “SCRC
MC”), and the MPF Provider agrees to acquire such Participation Share and
that no Transaction Services Fee is payable with respect to such Program Loans,
provided, however, that if less than Five Hundred Million Dollars
of Program Loans are acquired under the SCRC MC, then the Boston Bank agrees to
grant the MPF Provider a Participation Share in the amount of a fifty percent
(50%) interest in Program Loans acquired under one or more Master Commitments
that in the aggregate, equal the difference between Five Hundred Million
Dollars and the actual amount of Program Loans purchased by the Boston Bank
under the SCRC MC, and the MPF Provider agrees to acquire such Participation
Share and that no Transaction Services Fee is payable with respect to such
Program Loans.  Without limiting the
foregoing, the Boston Bank and the MPF Provider agree that the MPF Provider’s
Participation Share with respect to the first One Billion Dollars of Program
Loans purchased by the Boston Bank under the Fleet MC shall be zero but the
Boston Bank hereby agrees to grant the MPF Provider a Participation Share in
the amount of a


 





















 


twenty-five percent (25%)
interest any Program Loans purchased by the Boston Bank under the Fleet MC in
excess of One Billion Dollars, and the MPF Provider agrees to acquire such
Participation Share and that no Transaction Services Fee is payable with
respect to such Program Loans.  The MPF
Provider further acknowledges and agrees that its obligation to acquire the
Participation Share described in the preceding sentence shall not be limited by
or conditioned upon any requirement that the Boston Bank purchase any
additional Program Loans of a type other than original MPF for FHA insured/VA
guaranteed Loans.


 


2.                                       The
Agreement is hereby amended with respect the Fleet MC only, and not with
respect to any other Master Commitments, by exempting the first One Billion
Dollars of Program Loans purchased by the Boston Bank under the Fleet MC from
the provisions of Section 2.4 of the Agreement.


 


3.                                       The Agreement is hereby amended by adding
the following definition to Article I:


 


“Fleet MC” shall
mean that certain Master Commitment the Boston Bank entered into with Fleet
National Bank, dated August 24, 2000, in an amount up to Two Billion
Dollars.


 


4.                                       Except
for the foregoing amendment, the Agreement remains unmodified and in full force
and effect.


 


IN WITNESS WHEREOF, the
parties have caused this Amendment to be executed by their duly authorized
officers as of the date first above written.


 


 


	
  FEDERAL
  HOME LOAN BANK

  OF CHICAGO

  	
  FEDERAL
  HOME LOAN BANK

  OF BOSTON

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   /s/ Kenneth L.
  Gould

  	
   

  	
  By:

  	
   /s/ Michael L.
  Wilson

  	
   

  
	
  Kenneth
  L. Gould

  	
  Michael
  L. Wilson

  
	
  Executive
  Vice President

  	
  Executive
  Vice President & COO

  
						



 


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