Seventh Amendment to Mortgage Partnership Finance Services Agreement



 EXHIBIT 10.5.7 
  
 

 
 Federal Home Loan Bank 
 of
Pittsburgh 
  
 VIA FACSIMILE AND FEDERAL EXPRESS 
  
 May 27, 2004 
  
 Ms. Sybil C. Malinowski 
 Vice President &
Associate General Counsel 
 Federal Home Loan Bank of Chicago 
 111 East Wacker Drive 
 Chicago, IL 60601 
  
 RE: Mortgage Partnership Finance® Program 
  
 Enclosed is one original
of the 7th Amendment to the Pittsburgh Bank’s Services Agreement which has been executed by the Pittsburgh
Bank. 
  
 Thanks for your assistance in this matter. 

 

	
	Sincerely yours,
	
	 /s/ Michele H. Weatherly


	Michele H. Weatherly
	Vice President and Assistant General Counsel


  
 Enclosure 
  
 cc: Renee Pfender 
 63219 
  
 601 Grant Street • Pittsburgh, PA
15219-4455 • 412/288-3400 







 SEVENTH AMENDMENT TO 
 MORTGAGE PARTNERSHIP FINANCE® 
 SERVICES AGREEMENT 
  
 THIS SEVENTH AMENDMENT TO SERVICES AGREEMENT (the “Amendment”) is made as of
the 25th day of May, 2004, between the FEDERAL HOME LOAN BANK OF CHICAGO (the “MPF® Provider”) and the FEDERAL HOME LOAN BANK
OF PITTSBURGH (the “Pittsburgh Bank”). 
  
 RECITALS: 
  
 WHEREAS, the Pittsburgh Bank and the MPF Provider have
previously entered into that certain MORTGAGE PARTNERSHIP FINANCE Services Agreement dated as of April 11, 2000, and amended by two supplemental letters dated May 16, 2000 and August 21, 2000, and five
prior amendments dated May, 8, 2000, May 19, 2000, February 1, 2001, October 1, 2003, November 5, 2003 and March 15, 2004 (together, the “Agreement”) pursuant to which the parties agreed, among other things, to make the
MORTGAGE PARTNERSHIP FINANCE Program available to members of the Pittsburgh Bank; and 
  
 WHEREAS, the Pittsburgh Bank desires to enter into, from time to time, certain Master Commitments in the amount of One Billion Dollars ($1,000,000,000) or greater (each,
a “Subject MC” and collectively, the “Subject MCs”) with various participating financial institution members of the Pittsburgh Bank (each, a “Subject PFI”); and 
  
 WHEREAS, the parties have agreed that the Pittsburgh Bank will retain a 75% interest in each
Subject MC and will transfer a 25% Participation Share to the MPF Provider under each Subject MC, subject to the terms and conditions of this Amendment, unless the parties agree otherwise in writing. Any capitalized terms not defined in this
Amendment shall have the meaning assigned to them in the Agreement, which includes those terms defined in the PFI Agreement and the Guides and by reference included 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. It is understood that none of the Subject MCs and none of the
Master Commitments serviced under the Actual/Actual Remittance Option (“A/A MCs”) will be deemed to be included in, and subject to, a Liquidity Option notice given by the Pittsburgh Bank pursuant to Section 7.1.1 of the Agreement
except to the extent that any one or more of the Subject MCs and/or A/A MCs are expressly included in such Liquidity Options Notice. Further, nothing in this Amendment is intended to amend or modify the terms of separate Liquidity Option
arrangements that govern A/A MCs. 
  
 2. Section 7.1.1 of the Agreement is hereby
amended with respect to the Subject MCs only, but not with respect to any other Master Commitments, so that the Pittsburgh Bank may elect (i) to exercise the Liquidity Option granted by Section 7.1.1, and expressly include one or more of the Subject
MCs in its Liquidity Option notice, in which case the specified Subject MCs will be inactive for the remainder of the Business Day, or (ii) to give a Liquidity Option notice solely for 







 one or more of the Subject MCs for the Business Day as provided in the FHLB Guide, in which case the MPF Provider will
deactivate the relevant Subject MCs for the remainder of the Business Day. If a Subject PFI requests Delivery Commitments under one of its Subject MCs after the Pittsburgh Bank has delivered a Liquidity Option notice that includes such Subject MC,
the MPF Provider may inform the Subject PFI that such Subject MC has been deactivated at the request of the Pittsburgh Bank. 
  
 3. The parties agree that each Subject MC (i) shall provide for a maximum dollar amount of Program Loans that can be delivered by the Subject PFI in any calendar month
(the “Monthly Maximum”) and (ii) may limit the permitted Note Rate(s) for Mortgages to be delivered under such Subject MC. The Pittsburgh Bank agrees that it will not approve each Subject PFI exceeding the Monthly Maximum for all
Conventional Loans or the Monthly Maximum for all Government Loans, as the case may be, for each Subject MC without first obtaining the written agreement of the MPF Provider. 
  
 4. The Pittsburgh Bank agrees that in the event a Subject PFI should breach the representation and warranty with respect to the permitted
Note Rate(s) specified in a Subject MC and the Bank requires the repurchase of any Mortgage due to such breach, the Pittsburgh Bank will reimburse the MPF Provider for its pro rata share of the Loan Repurchase Amount as calculated in accordance with
Chapter 24.3.2 of the Origination Guide without regard to whether the Pittsburgh Bank ever receives or collects the Loan Repurchase Amount from the Subject PFI with respect to each such Mortgage. 
  
 5. The Pittsburgh Bank agrees to require each Subject PFI to contact the Pittsburgh Bank
prior to requesting the issuance of any Delivery Commitment issued under any of the Subject MCs, and to obtain the Pittsburgh Bank’s approval for such Delivery Commitment. Further, the parties agree that the MPF Provider shall be entitled to
presume that each Subject PFI has obtained the Pittsburgh Bank’s prior approval whenever a Subject PFI requests a Delivery Commitment under any of the Subject MCs. 
  
 6. Except for the amendments contained in this 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 PITTSBURGH

				
	By:	 	 /s/ Thomas D. Sheehan

	 	By:	 	 /s/ Craig C. Howie


	Name:	 	Thomas D. Sheehan	 	Name:	 	CRAIG C. HOWIE
	Title:	 	Sr. V.P.	 	Title:	 	SVP
				
	 	 	 	 	By:	 	 /s/ Renee A. Pfender


	 	 	 	 	Name:	 	RENEE A. PFENDER
	 	 	 	 	Title:	 	SVP

  
 MORTGAGE PARTNERSHIP FINANCE® and MPR® are registered trademarks of the Federal Home Loan Bank of Chicago. 
  

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