EX-10.28



 Exhibit 10.28 
  

					
	PENNYMAC CORP. FACILITY	  	 	EXECUTION	  

 AMENDMENT NO. 14 TO 

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 

Amendment No. 14 to Amended and Restated Master Repurchase Agreement, dated as of January 28, 2016 (this
“Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Corp. (the “Seller”) PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (each, a
“Guarantor” and collectively, the “Guarantors”). 
 RECITALS 

The Buyer, the Seller and the Guarantors are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of
June 1, 2013 (as amended by Amendment No. 1, dated as of August 29, 2013, Amendment No. 2, dated as of October 1, 2013, Amendment No. 3, dated as of December 27, 2013, Amendment No. 4, dated as of
December 31, 2013, Amendment No. 5, dated as of January 10, 2014, Amendment No. 6, dated as of February 21, 2014, Amendment No. 7, dated as of May 22, 2014, Amendment No. 8, dated as of October 31, 2014,
Amendment No. 9, dated as of December 23, 2014, Amendment No. 10, dated as of April 30, 2015, Amendment No. 11, dated as of July 27, 2015, Amendment No. 12, dated as of October 30, 2015, and Amendment
No. 13, dated as of December 15, 2015, the “Existing Repurchase Agreement”; as further amended by this Amendment, the “Repurchase Agreement”) and the related Pricing Side Letter, dated as of June 1,
2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Pricing Side Letter”). The Guarantors are parties to that certain Guaranty (as amended, restated, supplemented or otherwise modified from time to
time, the “Guaranty”), dated as of November 2, 2010, by the Guarantors in favor of Buyer. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement and
Guaranty, as applicable. 
 The Buyer, the Seller and the Guarantors have agreed, subject to the terms and conditions of this Amendment,
that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Buyer has required the
Guarantors to ratify and affirm the Guaranty on the date hereof. 
 Accordingly, the Buyer, the Seller and the Guarantors hereby agree, in
consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows: 

SECTION 1. Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by: 

1.1 deleting the definition of “Termination Date” in its entirety and replacing it with the following: 

“Termination Date” means the earlier of (a) March 31, 2016, and (b) the date of the occurrence
of an Event of Default. 

  
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 SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date
hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent: 
 2.1
Delivered Documents. On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance: 

(a) this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and 

(b) such other documents as the Buyer or counsel to the Buyer may reasonably request. 

SECTION 3. Representations and Warranties. Seller hereby represents and warrants to the Buyer that it is in compliance with all the
terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in
Section 13 of the Repurchase Agreement. 
 SECTION 4. Limited Effect. Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms. 

SECTION 5. Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of
which shall be an original and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment in Portable Document Format (PDF) or by facsimile shall be effective
as delivery of a manually executed original counterpart of this Amendment. 
 SECTION 6. Severability. Each provision and agreement
herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. 

SECTION 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF. 
 SECTION 8. Reaffirmation of Guaranty. The Guarantors hereby
ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the
Repurchase Agreement, as amended hereby. 

  
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 IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date
first above written. 
  

			
	 CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Buyer

		
	By:	 	 /s/ Elie Chau

	Name:	 	Elie Chau
	Title:	 	Vice President
	
	 PENNYMAC CORP., as Seller

		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer
	
	 PENNYMAC MORTGAGE INVESTMENT TRUST, as Guarantor

		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer
	
	 PENNYMAC OPERATING PARTNERSHIP, L.P., as Guarantor

		
	By:	 	PennyMac GP OP, Inc., its General Partner
		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Executive Vice President, Treasurer


 Signature Page to Amendment No. 14 to Amended and Restated Master Repurchase Agreement