Second Amendment-MPF Program Liquidity Option and Master Participation Agreement



 Exhibit 10.7.2 
  
 SECOND AMENDMENT TO 
 LIQUIDITY OPTION AND MASTER PARTICIPATION AGREEMENT 
  
 THIS SECOND AMENDMENT TO LIQUIDITY OPTION AND MASTER PARTICIPATION AGREEMENT (the “Amendment”) is made as of the 22nd day of January, 2004, among the FEDERAL HOME LOAN BANKS that now and hereafter execute
this Agreement, effective for each on the date set below such Bank’s signature (individually, an “MPF® Bank” and collectively, the “MPF Banks”), each a corporation of the United States of America, and the FEDERAL HOME LOAN BANK OF CHICAGO (the “MPF Provider”), a
corporation of the United States of America. 
  
 RECITALS:

  
 WHEREAS, the MPF Banks and the MPF Provider have previously
entered into that certain MORTGAGE PARTNERSHIP FINANCE® (“MPF”) Program Liquidity Option and Master Participation Agreement dated as of September 15, 2000, as amended by First Amendment dated April 16, 2001
(together, the “Agreement”) pursuant to which the parties agreed how the interests, rights, duties and obligations in Designated Delivery Commitments and their related Master Commitments under the MPF Program shall be allocated among the
MPF Banks and the MPF Provider; and 
  
 WHEREAS, the parties desire to
amend the Agreement to delete a provision that is no longer applicable to Designated Delivery Commitments and to make other clarifications. 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 agree as follows: 
  
 1.
Section 2.1.1 of the Agreement is hereby amended by deleting the term “Participation Certificates” in the second line thereof and substituting the term “Participation Interests” in its place. 
  
 2. Because Participation Certificates may be in electronic format, Section 3.1 of the
Agreement is hereby amended by deleting the words “acknowledged by Lead Bank” from the end of the first sentence. 
  
 3. Section 3.6.1 of the Agreement is hereby amended as follows: 
  
 (i) by deleting the reference to “Section 3.6.5” in the first sentence of Section 3.6.1 and substituting “Section 3.6.6” in its place.

  
 (ii) by deleting the third sentence in its entirety and
substituting the following in its place: 
  
 The Lead Bank will
receive and hold all Loan Recoveries with respect to the Designated Loan for the benefit of itself and the Participant Bank. 







 (iii) by inserting the words “by the Lead Bank and approved” between the words selected
“and” “by” in the second line of Subsection (b). 
  
 4. The
Agreement is hereby amended by deleting Section 3.8.4 in its entirety and substituting the following in its place: 
  
 3.8.4. Collateral for Credit Enhancement. The Lead Bank holds for its and the Participant Bank’s proportional benefit the
collateral and the proceeds of all collateral provided from time to time by PFIs under their respective PFI Agreements, Master Commitments, the Guides and the Advances Agreements securing performance and payment of certain credit enhancement
obligations of the respective PFIs under the PFI Agreements. The parties acknowledge that all collateral provided by a PFI to the Lead Bank secures all obligations of the PFI to the Lead Bank, arising under any and all agreements between the PFI and
Lead Bank, on a pari passu basis unless the Lead Bank notifies the Participant Bank that certain specifically identified collateral has been pledged by a PFI to secure primarily the obligations of the PFI to the Lead Bank under a particular Master
Commitment or under another agreement between the Lead Bank and the PFI, in which case such collateral will first secure the particular obligation identified and will secondarily secure any and all other obligations of the PFI to the Lead Bank on a
pari passu basis. 
  
 5. Section 4.3 of the Agreement is hereby amended (i) by
deleting the word “any” between the words “with” and “PFI” in the first sentence thereof and substituting in its place the word “its” and (ii) by adding the following phrase to the end of the second sentence:
“and as provided in Section 3.8.4 of this Agreement.” 
  
 6. The
Agreement is hereby amended by adding a new definition to Article I following the definition of “Residual Realized Losses” as follows: 
  
 “Services Agreement” means with respect to each MPF Bank, the Mortgage Partnership Finance Investment and Services Agreement or
Mortgage Partnership Finance Services Agreement, as the case may be, between such MPF Bank and the MPF Provider, including all side letters, as the same may be amended from time to time. 
  
 7. Except for the foregoing amendment, the Agreement remains unmodified and in full force and effect. 
  
 MORTGAGE PARTNERSHIP FINANCE® and MPF® are registered trademarks of the Federal Home Loan Bank of Chicago 
  

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

			
	 MPF PROVIDER:

	
	 FEDERAL HOME LOAN BANK OF CHICAGO

		
	By:	 	/s/    KENNETH L. GOULD        
	 	 	 Kenneth L. Gould
 Executive Vice President



  

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	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF ATLANTA

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	 Dated:
	 	 
	
	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF BOSTON

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	 Dated:
	 	 
	
	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF DALLAS

		
	By:	 	/s/    MICHAEL SIMS        
	 Name:
	 	Michael Sims
	 Title:
	 	SVP
		
	By:	 	/s/    PAUL JOINER        
	 Name:
	 	Paul Joiner
	 Title:
	 	SVP
	 Dated:
	 	 4/22/05



  

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	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF DES MOINES

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	 Dated:
	 	 
	
	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF INDIANAPOLIS

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	 Dated:
	 	 
	
	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF NEW YORK

		
	By:	 	/s/    PAUL B. HEROUX        
	 Name:
	 	Paul B. Heroux
	 Title:
	 	Senior Vice President
		
	By:	 	/s/    JAMES A. GILMORE        
	 Name:
	 	James A. Gilmore
	 Title:
	 	Senior Vice President
	 Dated:
	 	 May 19, 2004



  

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	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF PITTSBURGH

		
	By:	 	/s/    CRAIG C. HOWIE        
	 Name:
	 	Craig C. Howie
	 Title:
	 	Senior Vice President
		
	By:	 	/s/    RENEE PFENDER        
	 Name:
	 	Renee Pfender
	 Title:
	 	Senior Vice President
	 Dated:
	 	 1.23.04

	
	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF SAN FRANCISCO

		
	By:	 	/s/    STEPHEN P.
TRAYNOR        
	 Name:
	 	Stephen P. Traynor
	 Title:
	 	 Senior Vice President, Financial Services
 & Community Investment

		
	By:	 	 
	 Name:
	 	 
	 Title:
	 	 
	 Dated:
	 	 June 11, 2004

	
	 MPF BANK:

	
	 FEDERAL HOME LOAN BANK OF TOPEKA

		
	By:	 	/s/    SONIA BETSWORTH        
	 Name:
	 	Sonia Betsworth
	 Title:
	 	SVP & Director of Member Products


  

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