Exhibit 10.1


 





AMENDMENT NUMBER ONE


to the


LOAN AND SECURITY AGREEMENT


dated as of December 4, 2015


between


BARCLAYS BANK PLC


and


PENNYMAC LOAN SERVICES, LLC


and


PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY,
LLC


 


This AMENDMENT NUMBER ONE (this “Amendment”)
is made as of this 26th day of February, 2016, by and between Barclays Bank PLC (the “Lender”), Private National
Mortgage Acceptance Company, LLC (the “Guarantor”) and PennyMac Loan Services, LLC (the “Borrower”),
to that certain Loan and Security Agreement, dated as of December 4, 2015 (as further amended, restated, supplemented or otherwise
modified from time to time, the “Agreement”), by and between the Lender, the Guarantor and the Borrower.


 


WHEREAS, the Lender, the Guarantor and the
Borrower have agreed to amend the Agreement as more particularly set forth herein.


 


NOW THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and for the mutual covenants herein contained, the parties hereto
hereby agree as follows:


 


SECTION
1.Amendments.


 


(a)Schedule
I of the Agreement is hereby amended by deleting the defined term “Available Facility Amount” in its entirety and
replacing it with the following:


 


“Available Facility
Amount” means $100,000,000; provided however that at no time may the Outstanding Aggregate Loan Amount exceed:


 


(A) the Borrowing Base; or


 


(B) the amount that, when
added to the aggregate principal amounts outstanding under the Repo Agreement and the Aggregate EPF Purchase Price, would equal
the Maximum Aggregate Purchase Price (as such terms are defined in the Repo Agreement).


 


(b)Schedule
I of the Agreement is hereby amended by inserting the following defined term “Non-Usage Fee” in appropriate alphabetical
order:


 


“Non-Usage Fee” has the
meaning assigned to it in the Pricing Side Letter.


 


(c)Schedule
5.02 (Conditions Precedent to Each Loan) is hereby amended to add a new subsection “(l)” as follows:


 


(l) Lender shall have received any Non-Usage
Fee then due and owing pursuant to Section 5 of the Pricing Side Letter in immediately available funds, and without deduction,
set-off or counterclaim.


   




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SECTION
2.Fees and Expenses. Borrower agrees to pay to Lender all fees and out of pocket expenses incurred by the Lender
in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Lender
incurred in connection with this Amendment, in accordance with Section 3.03 of the Agreement.


 


SECTION
3.Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set
forth in the Agreement.


 


SECTION
4.Limited Effect. Except as amended hereby, the Agreement shall continue in full force and effect in accordance
with its terms. Reference to this Amendment need not be made in the Agreement or any other instrument or document executed in connection
therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Agreement, any reference
in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.


 


SECTION
5.Representations. In order to induce Lender to execute and deliver this Amendment, each of the Guarantor and
the Borrower hereby represents to Lender that as of the date hereof, (i) each of the Guarantor and the Borrower is in full
compliance with all of the terms and conditions of the Facility Documents and remains bound by the terms thereof, and (ii) no
default or event of default has occurred and is continuing under the Facility Documents.


 


SECTION
6.Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in
accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than
Sections 5-1401 and 5-1402 of the New York General Obligations Law which shall be applicable).


 


SECTION
7.Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this
Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and
all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically
imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents
shall be promptly delivered, if requested.


 


SECTION
8.Miscellaneous.


 


(a)This
Amendment shall be binding upon the parties hereto and their respective successors and assigns.


 


(b)The
various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation
of this Amendment or the Agreement or any provision hereof or thereof.


 


 


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IN WITNESS WHEREOF, the Lender,
the Guarantor and the Borrower have each caused their names to be duly signed to this Amendment by their respective officers thereunto
duly authorized, all as of the date first above written.


 





	 	BARCLAYS BANK PLC,
	 	as Lender 
	 	 
	 	 
	 	By: /s/ Ellen Kiernan______________________
	 	Name:  Ellen Kiernan
	 	Title:    Director
	 	 
	 	 
	 	PENNYMAC LOAN SERVICES, LLC,
	 	as Borrower
	 	 
	 	 
	 	By:/s/ Pamela Marsh______________________
	 	Name:  Pamela Marsh
	 	Title:    Managing Director, Treasurer
	 	 
	 	 
	 	PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC,
	 	as Guarantor
	 	 
	 	 
	 	By: /s/ Pamela Marsh_____________________
	 	Name:  Pamela Marsh
	 	Title:    Managing Director, Treasurer









 


 


 


 


 


 






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