Exhibit 4.2


 


 


 


PENNYMAC
FINANCIAL SERVICES, INC.,


 


each of
the Guarantors named

On the signature pages hereto


 


and


 


U.S. BANK
NATIONAL ASSOCIATION,

as Trustee


 





 



 


FIRST SUPPLEMENTAL INDENTURE


 





 



 


Dated as of October 7, 2021


 





 



 


 


 


 



      


     


    

 




This FIRST SUPPLEMENTAL INDENTURE, dated as of
October 7, 2021 (this “First Supplemental Indenture”), is among PennyMac Financial Services, Inc., a Delaware corporation
(the “Issuer”), the Guarantors listed on Schedule A hereto (the “Guarantors” and, collectively
with the Issuer, the “PennyMac Parties”), and U.S. Bank National Association, as trustee (the “Trustee”)
under the Existing Indenture referred to below.


 


WHEREAS, the Issuer, the Guarantors and the Trustee
have executed and delivered an Indenture, dated as of February 11, 2021 (the “Existing Indenture” and, together with
this First Supplemental Indenture, the “Indenture”), pursuant to which the Issuer issued $650,000,000 aggregate principal
amount of its 4.250% Senior Notes due 2029 (the “2029 Notes”);


 


WHEREAS, Section 9.02 of the Existing Indenture
provides that (subject to certain exceptions), the Issuer, the Guarantors and the Trustee may amend the Existing Indenture and the 2029
Notes with the written consent of the Holders of at least a majority in principal amount of the 2029 Notes then outstanding;


 


WHEREAS, the Issuer desires and has requested
the Trustee to join with it and the Guarantors in entering into this First Supplemental Indenture for the purpose of amending the 2029
Notes and the Existing Indenture, in each case, in certain respects as permitted by Section 9.02 of the Existing Indenture;


 


WHEREAS, the Issuer has solicited consents to
this First Supplemental Indenture upon the terms and subject to the conditions set forth in its Consent Solicitation Statement, dated
September 27, 2021 (which, including any amendments, modifications or supplements thereto, constitutes the “Consent Solicitation”)


 


WHEREAS, the Issuer has received the consent of
the Holders of a majority in principal amount of the outstanding 2029 Notes to modify the 2029 Notes and the Existing Indenture as set
forth below;


 


WHEREAS, as contemplated by Section 9.03 of the
Existing Indenture, the Issuer has delivered to the Trustee an Officer’s Certificate and Opinion of Counsel relating to this First
Supplemental Indenture; and


 


WHEREAS, all things necessary to make this First
Supplemental Indenture a valid, binding and enforceable agreement of the Issuer, the Guarantors and the Trustee and a valid supplement
to the Existing Indenture have been done.


 


NOW, THEREFORE, in consideration of the foregoing
and for other good and valuable consideration, the receipt of which is hereby acknowledged, each party hereto hereby agrees, for the
benefit of each other and for the equal and ratable benefit of the Holders of the 2029 Notes, as follows:


 


(1)            Capitalized
Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Existing Indenture.


 



     


     


    

 


(2)            Modifications
of Indenture. Pursuant to Section 9.02 of the Existing Indenture, and subject to Section (5) hereof, the Existing Indenture is hereby
amended as follows:


 


(A)            
Section 1.02 (Definitions) of the Existing Indenture will be amended to add the following definitions:


 


“Relevant Condition” means,
at any date of determination, Total Shareholders’ Equity is at least $3,200.0 million.


 


“Total Shareholders’ Equity”
means, at any date of determination, the consolidated shareholders’ equity of the Issuer and its Restricted Subsidiaries, calculated
excluding:


 


(1) any amounts attributable to Disqualified Stock,


 


(2) treasury stock,


 


(3) the cumulative effect of a change in accounting
principles, and


 


(4) any non-controlling interest owned by any
Person in any Subsidiary of the Issuer.


 


(B)             
Clause (17) of the definition of Consolidated Net Income included in Section 1.02 (Definitions) of the Existing Indenture
will be amended to add the language “and Section 10.10(a)(3)(b)” immediately after “Section 10.10(a)(3)(a)”.


 


(C)             
Clause (8) of the definition of Permitted Investments included in Section 1.02 (Definitions) of the Existing Indenture
will be amended to replace the language “the greater of (x) $175.0 million and (y) 4.0% of Consolidated Tangible Net Worth”
with “the greater of (x) $175.0 million and (y) 5.0% of Consolidated Tangible Net Worth”.


 


(D)             
Clause (13) of the definition of Permitted Investments included in Section 1.02 (Definitions) of the Existing Indenture
will be amended to replace the language “the greater of (x) $175.0 million and (y) 7.0% of Consolidated Tangible Net Worth”
with “the greater of (x) $245.0 million and (y) 7.0% of Consolidated Tangible Net Worth”.


 


(E)             
Clause (22) of the definition of Permitted Investments included in Section 1.02 (Definitions) of the Existing Indenture
will be amended to replace the language “the greater of (x) $25.0 million and (y) 1.0% of Consolidated Tangible Net Worth”
with “the greater of (x) $35.0 million and (y) 1.0% of Consolidated Tangible Net Worth”.


 


(F)             
Clause (28) of the definition of Permitted Investments included in Section 1.02 (Definitions) of the Existing Indenture
will be amended to replace the language “the greater of (x) $100.0 million and (y) 4.0% of Consolidated Tangible Net Worth”
with “the greater of (x) $140.0 million and (y) 4.0% of Consolidated Tangible Net Worth”.


 



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(G)              The
text included in Clause (a)(2) of Section 10.10 (Limitation on Restricted Payments) of the Existing Indenture shall be amended
to add the text in blue font as indicated below:


 


(2) the Relevant Condition is satisfied at the
time thereof, or immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional
Indebtedness under Section 10.11(a); and


 


(H)            
The text included in Clause (a)(3) of Section 10.10 (Limitation on Restricted Payments) of the Existing Indenture shall
be amended to add the text in blue font and delete the text in as indicated below:


 


(3) such Restricted Payment, together with the aggregate
amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after September 29, 2020 (including Restricted
Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock (as defined below) pursuant
to clause (b) thereof only), (6)(C) and (8) of Section 10.10(b), but excluding all other Restricted Payments permitted by Section 10.10(b)),
is less than the sum of (without duplication):


 


		(a)	50.0% of the Consolidated
                                            Net Income of the Issuer for each fiscal quarter from July 1, 2020 to June 30, 2021, or,
                                            in the case such Consolidated Net Income for such period is a deficit, minus 100% of such
                                            deficit (taken as one accounting period), plus



 


		(b)	(I) in the event that
                                            the Relevant Condition is not satisfied at the time thereof and after giving effect thereto,
                                            50.0% of the Consolidated Net Income of the Issuer for each fiscal quarter from July 1, 2021
                                            to the end of the Issuer’s most recently ended fiscal quarter for which internal financial
                                            statements are available at the time of such Restricted Payment, or, in the case such Consolidated
                                            Net Income for such period is a deficit, minus 100% of such deficit (taken as one accounting
                                            period); or



 


		 	(II)in the event that
                                            the Relevant Condition is satisfied at the time thereof and after giving effect thereto,
                                            100.0% of the Consolidated Net Income of the Issuer for each fiscal quarter from July 1,
                                            2021 to the end of the Issuer’s most recently ended fiscal quarter for which internal
                                            financial statements are available at the time of such Restricted Payment, or, in the case
                                            such Consolidated Net Income for such period is a deficit, minus 100% of such deficit (taken
                                            as one accounting period); plus



 


		(c)	100% of the aggregate
                                            net cash proceeds and the fair market value of marketable securities or other property received
                                            by the Issuer and its Restricted Subsidiaries since the September 29, 2020 (other than net
                                            cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness or
                                            issue Disqualified Stock or Preferred Stock pursuant to Section 10.11(b)(16)(a) from the
                                            issue or sale of:



 



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(x) (A) Equity Interests of the Issuer,
including Treasury Capital Stock (as defined below), but excluding cash proceeds and the fair market value of marketable securities or
other property received from the sale of:


 


		(i)	Equity Interests to any
                                            future, current or former employees, directors, managers or consultants of the Issuer, its
                                            Subsidiaries or any Parent Entity after September 29, 2020, to the extent such amounts have
                                            been applied to Restricted Payments made in accordance with Section 10.10(b)(4); and



 


		(ii)	Designated Preferred
                                            Stock; and



 


		(B)	Equity Interests of any
                                            Parent Entity, to the extent such net cash proceeds are actually contributed to the Issuer
                                            (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such
                                            companies or contributions to the extent such amounts have been applied to Restricted Payments
                                            made in accordance with Section 10.10(b)(4)); or



 


(y) Indebtedness or Disqualified Stock
of the Issuer or any Restricted Subsidiary that has been converted into or exchanged for such Equity Interests (other than Disqualified
Stock) of the Issuer or a Parent Entity;


 


provided, however, that this clause (c) shall not include
the proceeds from (W) Refunding Capital Stock (as defined below), (X) Equity Interests (or Indebtedness that has been converted or exchanged
for Equity Interests) of the Issuer sold to a Subsidiary, (Y) Disqualified Stock (or debt securities that have been converted or exchanged
into Disqualified Stock) or (Z) Excluded Contributions, plus


 


		(d)	100% of the aggregate
                                            amount of cash and the fair market value of marketable securities or other property contributed
                                            to the capital of the Issuer or a Restricted Subsidiary (to the extent not constituting an
                                            Asset Sale by the Issuer or a Restricted Subsidiary) or that becomes part of the capital
                                            of the Issuer or a Restricted Subsidiary through consolidation or merger after July 31, 2018
                                            (other than net cash proceeds to the extent such net cash proceeds (i) have been used to
                                            incur Indebtedness or issue Disqualified Stock or Preferred Stock pursuant to Section 10.11(b)(16)(a),
                                            (ii) are contributed by the Issuer or a Restricted Subsidiary or (iii) constitute Excluded
                                            Contributions), plus



 


		(e)	100%
                                            of the aggregate amount received in cash and the fair market value of marketable securities
                                            or other property received by the Issuer or a Restricted Subsidiary by means of:



 


(A) the sale or other disposition (other
than to the Issuer or a Restricted Subsidiary) of, or other returns on Investment from, Restricted Investments made by the Issuer or
its Restricted Subsidiaries and repurchases and redemptions of, such Restricted Investments from the Issuer or its Restricted Subsidiaries
and repayments of loans or advances, and releases of guarantees, which constitute Restricted Investments made by the Issuer or its Restricted
Subsidiaries, in each case, after September 29, 2020; or


 


(B) the sale or other disposition (other
than to the Issuer or a Restricted Subsidiary) of the Equity Interests of an Unrestricted Subsidiary or a distribution from an Unrestricted
Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary constituted a Permitted Investment)
or a dividend or distribution from an Unrestricted Subsidiary after September 29, 2020; plus


 



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		(f)	in
                                            the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary or
                                            the merger, amalgamation or consolidation of an Unrestricted Subsidiary into the Issuer or
                                            a Restricted Subsidiary or the transfer of all or substantially all of the assets of an Unrestricted
                                            Subsidiary to the Issuer or a Restricted Subsidiary after September 29, 2020, the fair market
                                            value of the Investment in such Unrestricted Subsidiary (or the net assets transferred) at
                                            the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary
                                            or at the time of such merger, amalgamation, consolidation or transfer of assets, other than
                                            to the extent such Investment constituted a Permitted Investment, plus



 


		(g)	the greater of (x)
                                            $175 million and (y) 5.0% of Consolidated Tangible Net Worth.



 


(I)               
Clause (4) of Section 10.10(b) of the Existing Indenture will be amended to replace the language “the greater of (x) $25.0
million and (y) 1.0% of Consolidated Tangible Net Worth” with “the greater of (x) $35.0 million and (y) 1.0% of Consolidated
Tangible Net Worth”.


 


(J)              
Clause (10) of Section 10.10(b) of the Existing Indenture will be amended to replace the language “the greater of (x) $125.0
million and (y) 5.0% of Consolidated Tangible Net Worth” with “the greater of (x) $175.0 million and (y) 5.0% of Consolidated
Tangible Net Worth”.


 


(K)            
Clause (16)(a) of Section 10.11(b) of the Existing Indenture will be amended to replace the language “clauses 3(b) and 3(c)”
with “clauses 3(c) and 3(d)”.


 


(3)            Technical
and Conforming Amendments. Subject to Section (5) hereof, the 2029 Notes and the Existing Indenture are hereby amended by amending
or deleting any definitions or provisions in the 2029 Notes and the Existing Indenture with respect to which references would be amended
or eliminated as a result of the amendments of the Indenture pursuant to Section (2) hereof.


 


(4)           Reference
to and Effect on Existing Indenture. Upon the date hereof, each reference in the Existing Indenture to “this Indenture,”
 “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Existing Indenture as supplemented
by this First Supplemental Indenture, unless the context requires otherwise. This First Supplemental Indenture shall form a part of the
Existing Indenture for all purposes.


 


(5)            Effectiveness.
The provisions of this First Supplemental Indenture shall be effective upon execution and delivery of this instrument by the parties
hereto.


 


(6)            No
Personal Liability of Directors, Managers, Officers, Employees and Stockholders. No past, present or future director, manager, officer,
employee, incorporator, member, partner or stockholder of the Issuer or any Guarantor or any of their parent companies or entities shall
have any liability for any obligations of the Issuer or the Guarantors under the 2029 Notes, the Guarantees or this First Supplemental
Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation.


 



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(7)            Governing
Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE
PARTIES HERETO AGREE TO SUBMIT TO THE JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN, IN
THE CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE.


 


(8)            Further
Assurances. Subject to the relevant Sections of this First Supplemental Indenture becoming operative in accordance with Section (5)
hereof, the Trustee is authorized and agrees to execute, deliver and acknowledge all such further documents, agreements, certificates,
deeds, instructions and instruments and take all such action as directed to implement the terms of this First Supplemental Indenture.


 


(9)           Counterpart
Originals. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages
by facsimile or PDF transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties
hereto and may be used in lieu of the original First Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted
by facsimile or PDF shall be deemed to be their original signatures for all purposes.


 


(10)          Headings.
The Section headings herein are for convenience or reference only and are not intended to be considered a part hereof and shall not affect
the construction hereof.


 


(11)          Successors.
All agreements of the Issuer in this First Supplemental Indenture and the 2029 Notes shall bind its successors. All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors. All agreements of each Guarantor in this First Supplemental Indenture
shall bind such Guarantor’s successors, except as otherwise provided in Section 12.08 of the Existing Indenture.


 


(12)          Continued
Effect. Except as expressly supplemented and amended by this First Supplemental Indenture, the Existing Indenture shall continue
in full force and effect in accordance with the provisions thereof, and the Existing Indenture (as supplemented and amended by this First
Supplemental Indenture) is in all respects hereby ratified and confirmed. This First Supplemental Indenture and all the terms and conditions
of this First Supplemental Indenture, with respect to the 2029 Notes, shall be and be deemed to be part of the terms and conditions of
the Existing Indenture for any and all purposes, and every Holder of 2029 Notes heretofore or hereafter authenticated and delivered under
the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument,
except that in the case of conflict, the provisions of this First Supplemental Indenture shall control.


 


[Signature pages follow.]


 



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SIGNATURES


 


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


 


	 	PENNYMAC FINANCIAL SERVICES, INC., as Issuer
	 	 
	 	By:	/s/ Daniel Perotti
	 	Name:	Daniel S. Perotti
	 	Title:	Senior Managing Director and Chief Financial Officer




 


	 	PNMAC HOLDINGS, INC.
 PRIVATE NATIONAL MORTGAGE ACCEPTANCE
    COMPANY, LLC
 PNMAC CAPITAL MANAGEMENT, LLC
 PENNYMAC LOAN SERVICES, LLC
 PENNYMAC SERVICES, INC., as
    Guarantors




 


	 	By:	/s/ Pamela Marsh
	 	Name:	Pamela Marsh
	 	Title:	Senior Managing Director and Treasurer




 


Signature Page to First
Supplemental Indenture


 



     


     


    

 


	 	U.S. BANK NATIONAL ASSOCIATION,
	 	as Trustee




 


		By:	/s/ Joshua Hahn
	 	 	Name: Joshua Hahn
	 	 	Title: Vice President



 


Signature Page to First
Supplemental Indenture


 



     


     


    

 


SCHEDULE A


 


 


	No.	Guarantor	Jurisdiction
	1.	PNMAC
    Holdings, Inc.	Delaware
	2.	Private
    National Mortgage Acceptance Company, LLC	Delaware
	3.	PNMAC
    Capital Management, LLC	Delaware
	4.	PennyMac
    Loan Services, LLC	Delaware
	5.	PennyMac
    Services, Inc.	California