Exhibit 10.12

 

EXECUTION

 

AMENDMENT NUMBER SEVEN

to the

MASTER REPURCHASE AGREEMENT

Dated as of May 24, 2012,

among

PENNYMAC CORP.,

 PENNYMAC LOAN SERVICES, LLC

and

CITIBANK, N.A.

 

This AMENDMENT NUMBER SEVEN (this “Amendment Number Seven”) is made this 5th day of February, 2014 (the “Effective Date”), among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 24, 2012, among Seller, Servicer and Buyer, as such agreement may be amended from time to time (the “Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

 

RECITALS

 

WHEREAS, Seller and Buyer have agreed to modify certain covenants, representations and warranties under the Agreement and as more specifically set forth herein; and

 

WHEREAS, as of the date hereof, Seller represents to Buyer that the Seller Parties are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

 

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.                            Amendment.  Effective as of the Effective Date, the Agreement is hereby amended as follows:

 

(a)                                                         Section 2 of the Agreement is hereby amended by deleting the definition of “Committed Amount” in its entirety and replacing it with the following (bold for emphasis):

 

“Committed Amount” shall mean an amount equal to (i) $900,000,000; reduced by (ii) the aggregate outstanding Purchase Price (as such term is defined in the NPL Repurchase Agreement) of all Loans (as such term is defined in the NPL Repurchase Agreement) then subject to outstanding Transactions (as such term is defined in the NPL Repurchase Agreement) under the NPL Repurchase Agreement.”

 

(b)                                                         Section 2 of the Agreement is hereby amended by deleting the definition of “Loan Schedule” in its entirety and replacing it with the following (bold for emphasis):

 

“Loan Schedule” shall mean a hard copy or electronic format incorporating the fields identified on Exhibit G, which shall include with respect to each Loan to be included in a Transaction without limitation: (i) the Loan number, (ii) the Mortgagor’s name, (iii) the original principal amount of the Loan, (iv) the current principal balance of the Loan, (v) the name of any Subservicer (if applicable) subservicing such Loan, and (vi) any

 











 

other information required by Buyer and any other additional information to be provided pursuant to the Custodial Agreement.

 

(c)                                                          Section 2 of the Agreement is hereby amended by deleting the definition of “Total Average Monthly Usage” in its entirety.

 

(d)                                                         Section 2 of the Agreement is hereby amended by deleting the definition of “Uncommitted Amount” in its entirety and replacing it with the following (bold for emphasis):

 

“Uncommitted Amount” shall mean an amount equal to (i) $150,000,000 reduced by (ii) the Uncommitted Amount (as defined in the NPL Repurchase Agreement) outstanding under the NPL Repurchase Agreement.”

 

(a)                                 Section 9(b)(xvii) of the Agreement is hereby amended by deleting the section in its entirety.

 

(e)                                                          Section 12(p) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold for emphasis):

 

“(p)                           Financial Representations and Warranties.

 

(i) (A) the ratio of Seller’s Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; (B) Seller’s Liquidity is not less than $10,000,000 as of the last day of the prior calendar month; and (C) Seller’s Adjusted Tangible Net Worth is greater than or equal to $140,000,000.”

 

(ii) Reserved.

 

(iii) (A) Guarantor’s Adjusted Tangible Net Worth is greater than or equal to $750,000,000; (B) the combined amount of unrestricted cash of Guarantor and its Subsidiaries is greater than or equal to $30,000,000; (C) the ratio of Guarantor’s Total Indebtedness to Adjusted Tangible Net Worth is less than 5:1; and (D) Guarantor’s consolidated net income has been equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of the last fiscal quarter.”

 

(f)                                                           Section 13(p) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold for emphasis):

 

“(p) Financial Covenants.

 

(i) Seller shall comply with the following financial covenants: (A) the ratio of Seller’s Total Indebtedness to its Adjusted Tangible Net Worth shall not at any time be greater than 10:1; (B) Seller shall maintain Liquidity as of the last day of the prior calendar month in an amount of not less than $10,000,000; and (C) the Adjusted Tangible Net Worth of Seller shall at all times be greater than $140,000,000;”

 

(ii) Reserved.

 

2











 

(iii) (A) Guarantor’s Adjusted Tangible Net Worth shall at all times be greater than $750,000,000; (B) the amount of combined unrestricted cash of Guarantor and its Subsidiaries shall at all times be greater than or equal to $30,000,000; (C) the ratio of Guarantor’s Total Indebtedness to Adjusted Tangible Net Worth shall at all times be less than 5:1, and (D) Guarantor’s consolidated net income shall be equal to or greater than $1.00 for at least one (1) of the previous two (2) consecutive fiscal quarters, as of the end of each fiscal quarter.”

 

(g)                                                          Schedule 4 of the Agreement is hereby amended replacing the Schedule in its entirety with Schedule 1 attached hereto.

 

SECTION 2.                            Fees and Expenses.  Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Seven (including any Commitment Fee due an payable, all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

 

SECTION 3.                            Representations.  Seller hereby represents to Buyer that as of the date hereof, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

 

SECTION 4.                            Binding Effect; Governing Law.  This Amendment Number Seven shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns.  THIS AMENDMENT NUMBER SEVEN SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

 

SECTION 5.                            Counterparts.  This Amendment Number Seven 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.

 

SECTION 6.                            Limited Effect.  Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms.  Reference to this Amendment Number Seven 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.

 

[Signature Page Follows]

 

3












 

IN WITNESS WHEREOF, Seller, Servicer and Buyer have caused this Amendment Number Seven to be executed and delivered by their duly authorized officers as of the day and year first above written.

 

	
 
    	
PENNYMAC   CORP.
    
	
 
    	
(Seller)
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
Name:
    	
Pamela   Marsh
    
	
 
    	
Title:
    	
Executive   Vice President, Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PENNYMAC   LOAN SERVICES, LLC,
    
	
 
    	
(Servicer)
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
Name:
    	
Pamela   Marsh
    
	
 
    	
Title:
    	
Executive   Vice President, Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
CITIBANK,   N.A.
    
	
 
    	
(Buyer)
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Peter D. Steinmetz
    
	
 
    	
Name:
    	
Peter   D. Steinmetz
    
	
 
    	
Title:
    	
Vice   President
    
	
 
    	
 
    	
Citibank   N.A.
    


 

Amendment Number Seven to Master Repurchase Agreement (PMAC Agency)

 











 

SCHEDULE 1

 

Schedule 4 (PennyMac to provide)

 

Amendment Number Seven to Master Repurchase Agreement (PMAC Agency)

 












 

	
State
    	
 
    	
License Name
    	
 
    	
PennyMac Corp.
   (NMLS # 252869)
    
	
Arkansas
    	
 
    	
Collection   Agency License
    	
 
    	
License # 4535
    
	
Arkansas
    	
 
    	
Mortgage   Servicer License
    	
 
    	
License # 105282 
   6/14/2013
    
	
Colorado
    	
 
    	
Supervised   Lender License
    	
 
    	
License # 991621 
   5/2/2012
    
	
Colorado
    	
 
    	
Collection   Agency License
    	
 
    	
License # 991687 
   8/20/2012
    
	
Georgia
    	
 
    	
Mortgage   Lender License
    	
 
    	
License # 33028 
   1/4/2012
    
	
Hawaii
    	
 
    	
Out-of-State   Collection Exemption
    	
 
    	
License # COLAX-771 
   9/23/2013
    
	
Idaho
    	
 
    	
Collection   Agency License
    	
 
    	
License # CDB-8549 
   3/27/2013
    
	
Illinois
    	
 
    	
Residential   Mortgage License
    	
 
    	
License # MB.6760811 
   5/26/2011
    
	
Iowa
    	
 
    	
Mortgage   Banker License
    	
 
    	
License # 2012-0112 
   11/21/2012
    
	
Kansas
    	
 
    	
Supervised   Loan License
    	
 
    	
License # SL.0026438 
   3/11/2013
    
	
Kansas
    	
 
    	
UCCC   Notification Registrant
    	
 
    	
Registrant # NOT.0025908
    
	
Kentucky
    	
 
    	
Mortgage   Company License
    	
 
    	
License # MC72496 
   9/14/2010
    
	
Maine
    	
 
    	
UCCC   Notification
    	
 
    	
License # SVR12711
    
	
Maryland
    	
 
    	
Collection   Agency License
    	
 
    	
License # 6329 
   7/9/2012
    
	
Michigan
    	
 
    	
1st   Mortgage Broker/ Lender/Servicer License
    	
 
    	
License # FL0017336 
   10/11/2010
    
	
Michigan
    	
 
    	
2nd   Mortgage Broker/ Lender/Servicer Registration
    	
 
    	
License # SR0017436 
   10/11/2010
    
	
Minnesota
    	
 
    	
Residential   Mortgage Servicer License
    	
 
    	
License # 40220856 
   9/21/2010
    
	
Mississippi
    	
 
    	
Mortgage   Lender License
    	
 
    	
License # 252869 
   4/20/2011
    
	
Nebraska
    	
 
    	
Mortgage   Banker License
    	
 
    	
License # 2092 
   7/28/2010
    
	
New Hampshire
    	
 
    	
Mortgage   Servicer Registration
    	
 
    	
License # 16686-MS 
   9/15/2011
    
	
New York
    	
 
    	
Mortgage   Loan Servicer Registration
    	
 
    	
Application Pending 
    9/26/2011
    
	
New York City
    	
 
    	
Collection   Agency License
    	
 
    	
License # 1427846 
   5/21/2012
    


 











 

	
North Carolina
    	
 
    	
Collection   Agency License
    	
 
    	
License # 108112 
   6/13/2012
    
	
Oregon
    	
 
    	
Mortgage   Lending License
    	
 
    	
License # ML-5218 
   6/13/2013
    
	
South Dakota
    	
 
    	
Mortgage   Lender License
    	
 
    	
License # ML.05013 
   6/13/2013
    
	
Texas
    	
 
    	
Regulated   Loan License
    	
 
    	
License # 15161-56953 
   9/10/2010
    
	
Vermont
    	
 
    	
Loan   Servicer License
    	
 
    	
License # 252869-1 
   6/6/2013
    
	
West Virginia
    	
 
    	
Mortgage   Lender License
    	
 
    	
License # ML-30458 
   6/25/2010
    
	
West Virginia
    	
 
    	
Business   Registration Certificate & Collection Agency License
    	
 
    	
License # 2238-4733 
   3/30/2011
    
	
Wisconsin
    	
 
    	
Mortgage   Banker
    	
 
    	
License # 252869BA 
   5/13/2011