EX-10.2





 EXHIBIT 10.2 

[Information indicated with brackets has been excluded from this exhibit because it is not material and would be competitively harmful if publicly
disclosed] 
  
  

 
 PMT ISSUER TRUST - FMSR, 

as Issuer 
 and 

CITIBANK, N.A., 
 as Indenture
Trustee, Calculation Agent, Paying Agent and Securities Intermediary 
 and 

PENNYMAC CORP. 
 as Administrator
and as Servicer 
 and 
 CREDIT
SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, 
 as Administrative Agent 

and consented to by 
 CREDIT
SUISSE AG, CAYMAN ISLANDS BRANCH, 
 as a Noteholder 

and 
 CITIBANK, N.A., 

as a Noteholder 
  

 
 AMENDMENT NO. 2

 Dated as of August 4, 2020 

to the 
 SERIES 2017-VF1 INDENTURE SUPPLEMENT 
 Dated as of December 20, 2017 

 
  

PMT ISSUER TRUST - FMSR 
 MSR
COLLATERALIZED NOTES, 
 SERIES 2017-VF1 

 
  

 

  
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 AMENDMENT NO. 2 TO SERIES 2017-VF1 INDENTURE
SUPPLEMENT 
 This Amendment No. 2 to the Series 2017-VF1 Indenture Supplement (this
“Amendment”) is dated as of August 4, 2020, by and among PMT ISSUER TRUST - FMSR, as issuer (the “Issuer”), CITIBANK, N.A. (“Citibank”), as indenture trustee (the “Indenture
Trustee”), PENNYMAC CORP. (“PMC”), as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), and CREDIT SUISSE FIRST BOSTON MORTGAGE
CAPITAL LLC, as administrative agent (the “Administrative Agent”), and is consented to by CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB”) and CITIBANK, N.A. (“Citi”), together, the noteholders of
100% of Outstanding Notes (the “Noteholders”). 
 RECITALS 

WHEREAS, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent are parties to that certain Base
Indenture, dated as of December 20, 2017 (as amended by Amendment No. 1, dated as of April 25, 2018 and Amendment No. 2, dated as of July 31, 2020, and as may be further amended, restated, supplemented or otherwise modified
from time to time, the “Base Indenture”), the provisions of which are incorporated, as modified by that certain Series 2017-VF1 Indenture Supplement, dated as of December 20, 2017 (as
amended by Amendment No. 1, dated as of June 29, 2018, and this Amendment, and as may be further amended, restated, supplement or otherwise modified from time to time, the “Series 2017-VF1
Indenture Supplement”, and together with the Base Indenture, the “Indenture”), among the Issuer, Citibank, the Servicer, the Administrator and the Administrative Agent. Capitalized terms used but not otherwise defined
herein shall have the meanings given to them in the Indenture; 
 WHEREAS, the Issuer, the Indenture Trustee, the Administrator, the
Servicer, the Administrative Agent and the Noteholders have agreed, subject to the terms and conditions of this Amendment, that the Series 2017-VF1 Indenture Supplement be amended to reflect certain agreed
upon revisions to the terms of the Series 2017-VF1 Indenture Supplement; 
 WHEREAS, pursuant to
Section 12.2 of the Base Indenture, the Issuer, the Indenture Trustee, the Administrator, the Servicer and the Administrative Agent, with prior notice to each Note Rating Agency and the consent of the Majority Noteholders of each Series
materially and adversely affected by such amendment, by Act of said Noteholders delivered to the Issuer, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee, upon delivery of an Issuer Tax Opinion (unless the
Noteholders unanimously consent to waive such opinion), for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, any Indenture Supplement; 

WHEREAS, pursuant to Section 12.3 of the Base Indenture, in executing or accepting the additional trusts created by any amendment or
Indenture Supplement of the Base Indenture permitted by Article XII or the modifications thereby of the trusts created by the Base Indenture, the Indenture Trustee will be entitled to receive, and (subject to Section 11.1 of the Base
Indenture) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such amendment or Indenture Supplement is authorized and permitted by the Base 

  
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Indenture and that all conditions precedent thereto have been satisfied (the “Authorization Opinion”); provided, that no such Authorization Opinion shall be required in
connection with any amendment or Indenture Supplement consented to by all Noteholders if all of the Noteholders have directed the Indenture Trustee in writing to execute such amendment or Indenture Supplement; 

WHEREAS, pursuant to Section 1.3 of the Base Indenture, the Issuer shall deliver an Officer’s Certificate stating that all
conditions precedent, if any, provided for in the Base Indenture relating to a proposed action have been complied with and that the Issuer reasonably believes that this Amendment will not have a material Adverse Effect, and shall also furnish to the
Indenture Trustee an opinion of counsel stating that in the opinion of such counsel all conditions precedent to a proposed action, if any, have been complied with (unless 100% of the Noteholders have consented to the related amendment, modification
or action and all of the Noteholders have directed the Indenture Trustee in writing to execute such amendment or supplement, or with respect or with respect to any other modification or action, directed the Indenture Trustee in writing to permit
such modification or action without receiving such certificate or opinion); 
 WHEREAS, pursuant to Section 11.1 of the Trust
Agreement, prior to the execution of any amendment to any Transaction Documents to which the Trust is a party, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is
authorized or permitted by the Trust Agreement and that all conditions precedent have been met; 
 WHEREAS, pursuant to
Section 4.1(a)(iii) of the Trust Agreement, the consent of each of the Owners (as defined in the Trust Agreement) (unless an Event of Default has occurred and is continuing), the Administrative Agent and the Series Required Noteholders of all
Variable Funding Notes is required for the amendment or other change to any Transaction Document in circumstances where the consent of any Noteholder or the Administrative Agent is required (other than an amendment or supplement to the Base
Indenture pursuant to Section 12.1 thereof); 
 WHEREAS, there is currently one Outstanding Series of Notes, the Series 2017-VF1 Note (the “Series 2017-VF1 Note”), which was issued to PennyMac Corp. (“PMC”) pursuant to the terms of the Series 2017-VF1 Indenture Supplement, and which was purchased by CSCIB and Citi under the Amended and Restated Master Repurchase Agreement, dated as of June 29, 2018, by and among the Administrative Agent, CSCIB, as a
buyer, Citi, as a buyer, and PMC, as seller (the “VF1 Repurchase Agreement”), pursuant to which PMC sold all of rights, title and interest in the Series 2017-VF1 Note to CSCIB and Citi; 

WHEREAS, (i) pursuant to the Trust Agreement, PMC is the sole Owner and (ii) pursuant to the Series
2017-VF1 Indenture Supplement, with respect to the Series 2017-VF1 Note, any Action provided by the Base Indenture or the Series
2017-VF1 Indenture Supplement to be given or taken by a Noteholder shall be taken by the VFN Repo Buyer, as the buyer of the Series 2017-VF1 Note under the VF1
Repurchase Agreement; 

  
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 WHEREAS, pursuant to Section 11 of the Series
2017-VF1 Indenture Supplement, the parties hereto may enter into an amendment to supplement, amend or revise any term or provision of the Series 2017-VF1 Indenture
Supplement pursuant to the terms and provisions of Section 12.2 of the Base Indenture with the consent of the Noteholders of 100% of the Outstanding Notes; and 

WHEREAS, as of the date hereof, the Series 2017-VF1 Note is not rated by any Note Rating Agency. 

NOW, THEREFORE, the Issuer, Indenture Trustee, the Administrator, the Servicer and the Administrative Agent hereby agree, in consideration of
the amendments, agreements and other provisions herein contained and of certain other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties hereto, that the Series
2017-VF1 Indenture Supplement is hereby amended as follows: 
 SECTION
1.    Amendment to the Series 2017-VF1 Indenture Supplement. 

1.1    Effective as of the date hereof, Section 2 of the Series 2017-VF1
Indenture Supplement is hereby amended by deleting the definitions of “Margin,” “Note Interest Rate” and “Stated Maturity Date” in their entirety and replacing them with the following: 

“Margin” means, for the Series 2017-VF1 Notes, (i) [*****] per annum or (ii) upon
the occurrence of an Additional Term Note Offering, the related “Margin” in effect for the Term Notes subject to such Additional Term Note Offering plus [*****]; provided, however, any Margin calculated pursuant to clause (ii) hereof
shall not be less than [***** or greater than [*****]. 
 “Note Interest Rate” means, for the Series 2017-VF1 Notes, with respect to any Interest Accrual Period, the sum of (a) the greater of (i) LIBOR Rate (as determined by the Indenture Trustee as described in Section 8 of this
Indenture Supplement) and (ii) [*****] plus (b) the Margin. 
 “Stated Maturity Date” means, for the Series 2017-VF1 Notes, the date on which the Termination Date (as defined in the Series 2017-VF1 Repurchase Agreement) occurs, which is subject to extension in accordance with the
Series 2017-VF1 Repurchase Agreement. 
 1.2    Section 2 of the Series 2017-VF1 Indenture Supplement is hereby amended by adding the definition of “Additional Term Note Offering”: 

“Additional Term Note Offering” means the issuance of at least $200,000,000 in Term Notes on or after the date hereof to third
party investors in accordance with the Base Indenture. 
 SECTION 2.    No Note Rating Agency. As of the
date hereof and prior to the execution of this Amendment, there are no Classes or Series of Outstanding Notes rated by any Note Rating Agency. 

SECTION 3.    Conditions to Effectiveness of this Amendment. This Amendment shall become effective upon
(i) the execution and delivery of this Amendment by all parties hereto and (ii) upon delivery of the Issuer Tax Opinion pursuant to Section 12.2 of the Base Indenture and Opinion of Counsel pursuant to Section 11.1 of the Trust
Agreement. 

  
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 SECTION 4.    Consent, Acknowledgment and Waiver. By
execution of this Amendment, each of CSCIB and Citi, in its capacity as Noteholder of the Outstanding Notes, hereby consents to this Amendment. The Noteholders certify that together, they are the sole Noteholders of the Series 2017-VF1 Note with the right to instruct the Indenture Trustee. In addition, each Noteholder certifies as to itself that (i) it is authorized to execute and deliver this consent and such power has not been
granted or assigned to any other person, (ii) the Person executing this Indenture Supplement on behalf of such Noteholder is duly authorized to do so, (iii) the Indenture Trustee may conclusively rely upon such consent and certifications,
(iv) the execution by each Noteholder of this Amendment should be considered an “Act” by Noteholders pursuant to Section 1.5 of the Base Indenture, and (v) it acknowledges and agrees that the amendments effected by this
Amendment shall become effective on the Amendment Effective Date. The Noteholders further hereby instruct the Indenture Trustee to execute this Amendment, thereby waiving the requirement for the delivery of the Authorization Opinion and the
Officer’s Certificate pursuant to Sections 1.3 and 12.3 of the Base Indenture. 
 SECTION
5.    Representations and Warranties. The Issuer hereby represents and warrants to the Indenture Trustee, the Administrative Agent and the Noteholders that as of the date hereof it is in compliance with all the
terms and provisions set forth in the Indenture on its part to be observed or performed remains bound by the terms thereof, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and
warranties contained in Section 9.1 of the Base Indenture. 
 SECTION 6.    Limited Effect. Except as
expressly amended and modified by this Amendment, the Indenture shall continue to be, and shall remain, in full force and effect in accordance with its terms and the execution of this Amendment. 

SECTION 7.    No Recourse. It is expressly understood and agreed by the parties hereto that (a) this
Amendment is executed and delivered by Wilmington Savings Fund Society, FSB (“WSFS”), not individually or personally but solely as Owner Trustee of the Issuer under the Trust Agreement, in the exercise of the powers and authority
conferred and vested in it, (b) each of the representations, warranties, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, warranties, undertakings and agreements by WSFS but
is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on WSFS, individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (d) WSFS has made no investigation as to the accuracy or completeness of any representations or
warranties made by the Issuer in this Amendment and (e) under no circumstances shall WSFS be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Issuer under this Amendment or any other related documents. 

  
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 SECTION 8.    Successors and Assigns. This Amendment shall
be binding upon the parties hereto and their respective successors and assigns. 
 SECTION 9.    GOVERNING
LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES HERETO, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
HERETO WILL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICT OF LAW PRINCIPLES THEREOF OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. 

SECTION 10.    Counterparts. This Amendment may be executed in any number of counterparts and by the
different parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The parties agree that this Amendment may be accepted,
executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq, Official Text of the Uniform Electronic Transactions Act as approved by
the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999 and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties
hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service with appropriate document access tracking, electronic signature tracking and
document retention. 
 SECTION 11.    Entire Agreement. The Indenture, as amended by this Amendment,
constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and fully supersedes any prior or contemporaneous agreements relating to such subject matter. 

SECTION 12.    Recitals. The recitals and statements contained in this Amendment shall be taken as the
statements of the Issuer, and the Indenture Trustee does not assume any responsibility for their correctness. The Indenture Trustee does not make any representation as to the validity or sufficiency of this Amendment (except as may be made with
respect to the validity of its own obligations hereunder.) In entering into this Amendment, the Indenture Trustee shall be entitled to the benefit of every provision of the Indenture relating to the conduct of, or affecting the liability of or
affording protection to it. 
 [Signature Pages Follow] 

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

			
	PMT ISSUER TRUST – FMSR, as Issuer
	
	 By: Wilmington Savings Fund Society, FSB,

not in its individual capacity but solely as
 Owner
Trustee

		
	By:	 	 /s/ Shaheen Mohajer

	Name:	 	Shaheen Mohajer
	Title:	 	Vice President


 [PMT Issuer Trust - Amendment No. 2 to Series 2017-VF1
Indenture Supplement] 












 
			
	PENNYMAC CORP., as Servicer and as Administrator
		
	By:	 	 /s/ Pamela Marsh

	Name:	 	Pamela Marsh
	Title:	 	Senior Managing Director and Treasurer


 [PMT Issuer Trust - Amendment No. 2 to Series 2017-VF1
Indenture Supplement] 












 
			
	 CITIBANK, N.A., as Indenture Trustee, and

not in its individual capacity

		
	By:	 	 /s/ Valerie Delgado

	Name:	 	Valerie Delgado
	Title:	 	Senior Trust Officer


 [PMT Issuer Trust - Amendment No. 2 to Series 2017-VF1
Indenture Supplement] 












 
			
	 CREDIT SUISSE FIRST BOSTON

MORTGAGE CAPITAL LLC, as
 Administrative
Agent

		
	By:	 	 /s/ Dominic Obaditch

	Name:	 	Dominic Obaditch
	Title:	 	Vice President


 [PMT Issuer Trust - Amendment No. 2 to Series 2017-VF1
Indenture Supplement] 












 
			
	CONSENTED TO BY:
	
	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Noteholder of the Series 2017-VF1 Variable Funding Note
		
	By:	 	 /s/ Dominic Obaditch

	Name:	 	Dominic Obaditch
	Title:	 	Authorized Signatory
		
	By:	 	 /s/ Margaret D. Dellafera

	Name:	 	Margaret D. Dellafera
	Title:	 	Authorized Signatory


 [PMT Issuer Trust - Amendment No. 2 to Series 2017-VF1
Indenture Supplement] 












 
			
	CONSENTED TO BY:
	
	 CITIBANK, N.A., as a Noteholder of the

Series 2017-VF1 Variable Funding Note

		
	By:	 	 /s/ Arunthathi Theivakumaran

	Name:	 	Arunthathi Theivakumaran
	Title:	 	Vice President


 [PMT Issuer Trust - Amendment No. 2 to Series 2017-VF1
Indenture Supplement]