Ex 10.1 - JPM Am MRA


		
			Exhibit 10.1
		

		
			 
		

		
			FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT
		

		
			 
		

		
			Dated as of May 23, 2017
		

		
			 
		

		
			Between:
		

		
			 
		

		
			PENNYMAC LOAN SERVICES, LLC, as Seller
		

		
			 
		

		
			and
		

		
			 
		

		
			JPMORGAN CHASE BANK, N.A., as Buyer
		

		
			 
		

		
			The Parties have agreed to amend the Master Repurchase Agreement dated August 19, 2016 between them (the “Original MRA” and as amended hereby and as further supplemented, amended or restated from time to time (the “MRA”)), to (i) move the provisions of the Side Letter stating the terms of Buyer’s committed facility and Buyer’s  discretionary facility for Seller from the Side Letter to the MRA, (ii) extend the latest Termination Date and (iii) revise the Jumbo Loans sublimit, and they hereby amend the Original MRA as follows.
		

		
			 
		

		
			All capitalized terms used in the Original MRA and used, but not defined differently, in this amendment have the same meanings here as there.
		

		
			 
		

		
			2.         Definitions; Interpretation
		

		
			 
		

		
			(a)        Definitions
		

		
			 
		

		
			A.  Clause (xx) of the definition of “Eligible Mortgage Loan” is amended to read as follows:
		

		
			 
		

		
			(xx)       if a Jumbo Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all other Jumbo Loans that are then subject to Transactions, is less than or equal to Ten Million Dollars ($10,000,000) (or such other amount as may be determined by Buyer in its sole discretion and specified in a written notice from Buyer to any Seller from time to time);
		

		
			 
		

		
			B.  The following definitions are amended to read respectively as follows:
		

		
			 
		

		
			“Facility Amount” is defined in Section 3.
		

		
			 
		

		
			“Termination Date” means the earliest of (i) the Business Day, if any, that Seller designates as the Termination Date by written notice given to Buyer at least sixty (60) days (or, if Section 8(d) is applicable, thirty (30) days) before such date, (ii) if a Change in Executive Management has occurred, the Business Day, if any, that Buyer designates as the Termination Date by written notice given to Seller at least ninety (90) days before such date, (iii) the date of declaration of the Termination Date pursuant to Section 12(b)(i) and (iv) October 13, 2017.
		

		
			 
		

		
			C.  The following new definitions are added to Section 2(a), in alphabetical order:
		

		
			 
		

		
			“Committed Facility” is defined in Section 3.
		

		
			 
		

		
			
		

		
			


		 


		

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			“Committed Facility Amount” is defined in Section 3.
		

		
			 
		

		
			“First Amendment to MRA” means the First Amendment to Master Repurchase Agreement dated May 23, 2017 between the Parties, amending this Agreement (for the first time). 
		

		
			 
		

		
			“Uncommitted Facility Amount” is defined in Section 3.
		

		
			 
		

		
			3.         Facilities; Initiation; Confirmations; Termination
		

		
			 
		

		
			The caption of Section 3 is amended to read as the caption above reads, and the following new unnumbered paragraph is inserted immediately after the caption and before Section 3(a):
		

		
			 
		

		
			Subject to the terms and conditions set forth in this Agreement and the Side Letter, Buyer (i) agrees and is committed to enter into Transactions from time to time with respect to Eligible Mortgage Loans having a maximum aggregate Purchase Price outstanding at any one time of Fifty Million Dollars ($50,000,000) (such maximum amount, the “Committed Facility Amount”), from May 23, 2017 (the effective date of the First Amendment to MRA) until the Termination Date (such facility, the “Committed Facility”), and (ii) agrees to consider engaging, on an uncommitted and wholly discretionary basis, in additional Transactions from time to time from May 23, 2017 until the Termination Date and (only) when the Committed Facility Amount is fully funded and outstanding, of up to a maximum aggregate Purchase Price outstanding at any one time of Four Hundred Fifty Million Dollars ($450,000,000) more than the Committed Facility Amount (the “Uncommitted Facility Amount”.  The Five Hundred Million Dollar ($500,000,000) sum of the Committed Facility Amount and the Uncommitted Facility Amount is the “Facility Amount”.
		

		
			 
		

		
			15.       Notices and Other Communications
		

		
			 
		

		
			The first notice address for Buyer is amended to read as follows:
		

		
			 
		

		
			JPMorgan Chase Bank, N.A.
		

		
			712 Main Street, 5th Floor North
		

		
			Houston, Texas 77002
		

		
			Attention:  Aaron Deutschendorf
		

		
			Phone:  713) 216-0362
		

		
			Fax:  (713) 216-5570
		

		
			email:  aaron.d.deutschendorf@jpmorgan.com
		

		
			 
		

		
			 
		

		
			(The remainder of this page is intentionally blank; counterpart signature pages follow)
		

		
			
		

		
			


		 


		

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			As amended hereby, the Original MRA remains in full force and effect, and the Parties hereby ratify and confirm it.
		

		
			 
		

			
					
						JPMORGAN CHASE BANK, N.A.

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Aaron Deutschendorf

					
					
						 

				
	
					
						 

					
					
						Aaron Deutschendorf

					
					
						 

				
	
					
						 

					
					
						Authorized Officer

					
					
						 

				



		
			 
		

			
					
						PENNYMAC LOAN SERVICES, LLC

					
					
						 

				
	
					
						 

					
					
						 

					
					
						 

				
	
					
						By:

					
					
						/s/ Pamela Marsh

					
					
						 

				
	
					
						 

					
					
						Pamela Marsh

					
					
						 

				
	
					
						 

					
					
						Managing Director, Treasurer

					
					
						 

				



		
			 
		

		
			 
		

		
			Unnumbered counterpart signature page to First Amendment to Master Repurchase Agreement dated May 23, 2017
		


		 


		

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