Exhibit 10.3

 

EXECUTION

 

AMENDMENT NO. 6 TO

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

 

Amendment No. 6, dated as of February 21, 2014 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Buyer”), PennyMac Corp. (the “Seller”) PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (each, a “Guarantor” and collectively, the “Guarantors”).

 

RECITALS

 

The Buyer, the Seller and the Guarantors are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of June 1, 2013 (as amended by Amendment No. 1, dated as of August 29, 2013, Amendment No. 2, dated as of October 1, 2013, Amendment No. 3, dated as of December 27, 2013, Amendment No. 4, dated as of December 31, 2013 and Amendment No. 5, dated as of January 10, 2014, the “Existing Repurchase Agreement”; as further amended by this Amendment, the “Repurchase Agreement”) and the related Pricing Side Letter, dated as of June 1, 2013 (as amended from time to time, the “Pricing Side Letter”).  The Guarantors are parties to that certain Guaranty (the “Guaranty”), dated as of November 2, 2010, as the same may be further amended from time to time, by the Guarantors in favor of Buyer.  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 Buyer, the Seller 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 Buyer has required the Guarantors to ratify and affirm the Guaranty on the date hereof.

 

Accordingly, the Buyer, the Seller 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 deleting the definition of “Maximum Combined Aggregate Purchase Price” in its entirety and replacing it with the following:

 

“Maximum Combined Aggregate Purchase Price” means FOUR HUNDRED MILLION DOLLARS ($400,000,000).

 

SECTION 2.                            Commitment Fee.  Section 34 of the Existing Master Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:

 

34.                               Commitment Fee

 

Seller shall pay to Buyer in immediately available funds a non-refundable Commitment Fee.  The Commitment Fee shall be a per annum amount set forth in the Pricing Side Letter paid, without duplication in connection with the “Commitment Fee” paid under the PennyMac Holdings Facility, in equal installments every three months commencing on the first Price Differential Payment Date.  All such payments shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at such account designated by Buyer.

 

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SECTION 3.                            Program Fees.

 

3.1                               Commitment Fee.  For the avoidance of doubt, Seller shall pay to Buyer the Commitment Fee calculated based upon the definition of Maximum Combined Aggregate Purchase Price as amended herein.

 

SECTION 4.                            Conditions Precedent.  This Amendment shall become effective as of date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:

 

4.1                               Delivered Documents.  On the Amendment Effective Date, the Buyer shall have received the following documents, each of which shall be satisfactory to the Buyer in form and substance:

 

(a)                                 this Amendment, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors;

 

(b)                                 Amendment No. 5 to that certain Amended and Restated Pricing Side Letter, dated as of the date hereof, executed and delivered by duly authorized officers of the Buyer, the Seller and the Guarantors; and

 

(c)                                  such other documents as the Buyer or counsel to the Buyer may reasonably request.

 

SECTION 5.                            Representations and Warranties.  Seller hereby represents and warrants to the Buyer 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 the Repurchase Agreement.

 

SECTION 6.                            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 7.                            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.

 

SECTION 8.                            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.

 

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SECTION 9.                         GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.

 

SECTION 10.                     Reaffirmation of Guaranty.  The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty and acknowledge and agree that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of Seller to Buyer under the Repurchase Agreement and related Program Agreements, as amended hereby.

 

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

 

	
 
    	
Credit   Suisse First Boston Mortgage Capital LLC, as Buyer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Adam Loskove
    
	
 
    	
 
    	
Name:   Adam Loskove
    
	
 
    	
 
    	
Title:   Vice President
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PennyMac   Corp., as Seller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
 
    	
Name:   Pamela Marsh
    
	
 
    	
 
    	
Title:   Executive Vice President, Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PennyMac   Mortgage Investment Trust, as Guarantor
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
 
    	
Name:   Pamela Marsh
    
	
 
    	
 
    	
Title:   Executive Vice President, Treasurer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
PennyMac   Operating Partnership, L.P., as Guarantor
    
	
 
    	
 
    
	
 
    	
By:   PennyMac GP OP, Inc., its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Pamela Marsh
    
	
 
    	
 
    	
Name:   Pamela Marsh
    
	
 
    	
 
    	
Title:   Executive Vice President, Treasurer
    


 

Signature Page to Amendment No. 6 to Amended and Restated Master Repurchase Agreement