pmt-ex1029_110.htm



Exhibit 10.29

 

PENNYMAC ROLL-UP FACILITY EXECUTION

AMENDMENT NO. 2
TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Amendment No. 2 to Second Amended and Restated Master Repurchase Agreement, dated as of December 20, 2017 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (a “Committed Buyer” and a “Buyer”), Alpine Securitization LTD (a “Buyer”), PennyMac Holdings, LLC (“PennyMac Holdings”), PennyMac Corp. (“PMC”), PennyMac Operating Partnership, L.P., in their capacity as sellers (“POP”, together with PennyMac Holdings and PMC, each a “Seller” and, collectively, the “Sellers”), PMC REO Financing Trust, an asset subsidiary (the “REO Subsidiary” and together with the Sellers, the “Seller Parties”) and PennyMac Mortgage Investment Trust (“PMIT”) and POP, in their capacity as guarantors (each, a “Guarantor” and collectively, the “Guarantors”).

RECITALS

The Administrative Agent, the Buyers, the Seller Parties and the Guarantors are parties to that certain Second Amended and Restated Master Repurchase Agreement, dated as of April 28, 2017 (as amended by Amendment No. 1, dated as of June 1, 2017, the “Existing Repurchase Agreement”, and as amended by this Amendment, the “Repurchase Agreement”). The Guarantors are parties to that certain Second Amended and Restated Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), dated as of April 28, 2017, by the Guarantors in favor of Administrative Agent. 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 Administrative Agent, the Buyers, the Seller Parties 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 Administrative Agent has required the Guarantors to ratify and affirm the Guaranty on the date hereof.

Accordingly, the Administrative Agent, the Buyers, the Seller Parties 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:

1.1deleting the definition of “Obligations” and replacing it with the following:

“Obligations” means (a) all of Seller Parties’ indebtedness, obligations to pay the Repurchase Price on the Repurchase Date, the Price Differential on each Payment Date, and other obligations and liabilities, to Administrative Agent and Buyers, its Affiliates or Custodian 

-1-





 

arising under, or in connection with, the Program Agreements, whether now existing or hereafter arising; (b) any and all sums paid by Administrative Agent, Buyers or Administrative Agent on behalf of Buyers in order to preserve any Purchased Asset and/or Contributed Asset or its interest therein; (c) in the event of any proceeding for the collection or enforcement of any of a Seller Parties’ indebtedness, obligations or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing for sale, selling or otherwise disposing of or realizing on any Purchased Asset and/or Contributed Asset, or of any exercise by Administrative Agent or Buyers of their rights under the Program Agreements, including, without limitation, attorneys’ fees and disbursements and court costs; (d) all of any Seller Parties’ indemnity obligations to Administrative Agent, Buyers and Custodian pursuant to the Program Agreements; (e) all of Copper Securities Holding’s obligations under the CRT Repurchase Agreement and CRT Facility Documents; (f) all of PMC’s obligations under the CUSIP Repurchase Agreement and CUSIP Facility Documents; and (g) all of PMC’s obligations under the FMSR Facility Documents.

1.2adding the following definitions in proper alphabetical order:

“FMSR Facility Documents” means the FMSR Repurchase Agreement and the other “Program Agreements” as defined in the FMSR Repurchase Agreement.

“FMSR Repurchase Agreement” means that certain Master Repurchase Agreement (PMT Issuer Trust – FMSR, MSR Collateralized Notes, Series 2017-VF1) between PMC and Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch, dated as of December 20, 2017, as amended, restated, supplemented or otherwise modified from time to time.

SECTION 2.Security Interest. Section 8(a) of the Existing Repurchase Agreement is hereby amended by adding the following subsection (5) at the end thereof:

(5)Administrative Agent and PMC hereby agree that in order to further secure PMC’s Obligations hereunder, PMC hereby grants to Administrative Agent, for the benefit of Buyers, a security interest in (i) PMC’s rights under the FMSR Facility Documents, including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created, and (ii) all collateral however defined or described under the FMSR Facility Documents. PMC shall deliver an irrevocable instruction (the “FMSR Irrevocable Instruction Letter”) to the buyer under the FMSR Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the buyer thereunder is authorized and instructed to remit to Administrative Agent for the benefit of Buyers hereunder directly any amounts otherwise payable to PMC and to deliver to Administrative Agent for the benefit of Buyers all collateral otherwise deliverable to PMC. In furtherance of foregoing, the FMSR Irrevocable Instruction Letter shall also require, upon repayment of the entire Obligations (as defined in the FMSR Facility Documents) under the FMSR Repurchase Agreement and the termination of all obligations of the buyer thereunder or other termination of the FMSR Facility Documents following the repayment of all obligations thereunder that the buyer thereunder deliver to Administrative Agent for the benefit of Buyers hereunder any collateral then in its possession or control.

‐2‐

 



 

SECTION 3.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:

3.1Delivered Documents.  On the Amendment Effective Date, the Administrative Agent on behalf of Buyers shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:

(a)this Amendment, executed and delivered by duly authorized officers of the Administrative Agent, the Buyers, the Seller Parties and the Guarantors; 

(b)Amendment No. 1 to Second Amended and Restated Pricing Side Letter, executed and delivered by duly authorized officers of the Administrative Agent, the Buyers, the Seller Parties and the Guarantors;

(c)evidence that all other actions necessary to perfect and protect Administrative Agent’s interest in the Purchased Assets and other Repurchase Assets as amended by this Amendment have been taken. Each Seller Party shall permit Administrative Agent to take all steps as may be necessary in connection with filing duly authorized and filed Uniform Commercial Code financing statements on Form UCC-3; and

(d)such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.

SECTION 4.Representations and Warranties.  Each Seller Party hereby represents and warrants to the Administrative Agent and Buyers 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 Repurchase Agreement.

SECTION 5.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 6.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 7.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 8.GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE 

‐3‐

 



 

STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

SECTION 9.Reaffirmation of Guaranty.  The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty. Each Guarantor acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of the Seller Parties to Administrative Agent and Buyers under the Repurchase Agreement and related Program Agreements, as amended hereby.

 [Remainder of page intentionally left blank]

 

‐4‐

 



 

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

 

 


	
 
	
CREDIT SUISSE FIRST BOSTON

	
 
	
MORTGAGE CAPITAL LLC,

	
 
	
as Administrative Agent

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Dominic Obaditch

	
 
	
 
	
Name:
	
Dominic Obaditch

	
 
	
 
	
Title:
	
Vice President

	
 
	
 
	
 
	
 

	
 
	
 
	
CREDIT SUISSE AG, CAYMAN ISLANDS

	
 
	
 
	
BRANCH, as a Committed Buyer and as a

	
 
	
 
	
Buyer

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Patrick J. Hart

	
 
	
 
	
Name:
	
Patrick J. Hart

	
 
	
 
	
Title:
	
Authorized Signatory

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Elie Chau

	
 
	
 
	
Name:
	
Elie Chau

	
 
	
 
	
Title:
	
Authorized Signatory

	
 
	
 
	
 
	
 

	
 
	
ALPINE SECURITIZATION LTD as a Buyer,

	
 
	
by Credit Suisse AG, New York Branch as

	
 
	
Attorney-in-Fact

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Patrick J. Hart

	
 
	
 
	
Name:
	
Patrick J. Hart

	
 
	
 
	
Title:
	
Authorized Signatory

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Elie Chau

	
 
	
 
	
Name:
	
Elie Chau

	
 
	
 
	
Title:
	
Authorized Signatory

	
 
	
 
	
 
	
 

	
 
	
 
	
PENNYMAC CORP., as a Seller

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Pamela Marsh

	
 
	
 
	
Name:
	
Pamela Marsh

	
 
	
 
	
Title:
	
Managing Director, Treasurer

	
 
	
 
	
 
	
 

	
 
	
 
	
PENNYMAC HOLDINGS, LLC, as a Seller

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Pamela Marsh

	
 
	
 
	
Name:
	
Pamela Marsh




Signature Page to Amendment No. 2 to Second Amended and Restated MRA



 


	
 
	
 
	
Title:
	
Managing Director, Treasurer

	
 
	
 
	
 
	
 

	
 
	
 
	
PMC REO FINANCING TRUST, as the REO

	
 
	
 
	
 
	
Subsidiary

	
 
	
 
	
 
	
 

	
 
	
By:
	
PennyMac Corp., as Administrator

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Pamela Marsh

	
 
	
 
	
Name:
	
Pamela Marsh

	
 
	
 
	
Title:
	
Managing Director, Treasurer

	
 
	
 
	
 
	
 

	
 
	
PENNYMAC MORTGAGE INVESTMENT

	
 
	
TRUST, as a Guarantor

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Pamela Marsh

	
 
	
 
	
Name:
	
Pamela Marsh

	
 
	
 
	
Title:
	
Managing Director, Treasurer

	
 
	
 
	
 
	
 

	
 
	
PENNYMAC OPERATING PARTNERSHIP,

	
 
	
 
	
L.P., as a Seller and as a Guarantor

	
 
	
 
	
 
	
 

	
 
	
By:
	
PennyMac GP OP, Inc., its General Partner

	
 
	
 
	
 
	
 

	
 
	
By:
	
/s/ Pamela Marsh

	
 
	
 
	
Name:
	
Pamela Marsh

	
 
	
 
	
Title:
	
Managing Director, Treasurer




 

Signature Page to Amendment No. 2 to Second Amended and Restated MRA