Exhibit 10.1


	


 


AMENDMENT NUMBER TWENTY-ONE


to the


MASTER REPURCHASE AGREEMENT


Dated as of December 9, 2010,


among


PENNYMAC CORP., PENNYMAC HOLDINGS, LLC and
PENNYMAC LOAN SERVICES, LLC


and


CITIBANK, N.A.


 


This AMENDMENT NUMBER
TWENTY-ONE (this “Amendment Number Twenty-One”) is made this 22nd day of October, 2015 among PENNYMAC CORP.
and PENNYMAC HOLDINGS, LLC f/k/a PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC (each, a “Seller” and jointly
and severally, the “Seller” or “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”)
and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of December 9, 2010, among Sellers,
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, Sellers have
requested to renew the term of the Agreement and that Buyer agree to amend the Agreement as more specifically set forth herein;
and


 


WHEREAS, as of the
date hereof, each Seller and Servicer 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 October 22, 2015 (the "Amendment Effective Date"):


 


(a)          
Section 2 of the Agreement is hereby amended by deleting the definitions of "Committed Amount" and "Liquidity"
in their entirety and replacing them as follows:


 


“Committed
Amount” shall mean an amount equal to (i) $925,000,000; reduced by (ii) the aggregate outstanding Purchase Price (as
such term is defined in the PMAC Agency Repurchase Agreement) of all Loans (as such term is defined in the PMAC Agency Repurchase
Agreement) then subject to outstanding Transactions (as such term is defined in the PMAC Agency Repurchase Agreement) under the
PMAC Agency Repurchase Agreement."


 


“Liquidity”
means with respect to any Person, the sum of (i) its unrestricted cash, plus (ii) its unrestricted Cash Equivalents. For the avoidance
of doubt, such unrestricted cash shall not include any cash collateral of such Person in respect of letter of credit obligations
of such Person, and to the extent a letter of credit obligation of such Person is only partially cash collateralized, only that
portion of the letter of credit that represents cash collateral shall be excluded from the definition of Liquidity hereunder.






    	 	 	 



     


    

 


(b)          
Section 2 of the Agreement is hereby amended by deleting the definition of "Termination Date" in its entirety and replacing
it as follows:


 


			“Termination Date” shall mean October 20, 2016 or such earlier date on which
this Agreement shall terminate in accordance with the provisions hereof or by operation of law.”



 


(c)          
Section 2 of the Agreement is hereby amended by adding the definitions of "Citi Repurchase Facility", “Servicer
Credit Event" and “Servicer Termination Event” in the appropriate alphabetical order as follows:


 


“Citi
Repurchase Facility” shall mean each of (i) that Master Repurchase Agreement dated as of May 24, 2012, as amended ("PMAC
Agency Repurchase Agreement"), among PennyMac Corp., as seller, PennyMac Loan Services, LLC, as servicer and Citibank, N.A.,
as buyer and any other Program Document as such term is defined in the PMAC Agency Repurchase Agreement and (ii) that Loan and
Security Agreement dated as of March 31, 2015 ("MSR Loan Agreement"), as amended, among PennyMac Corp., as borrower,
and Citibank, N.A., as lender, and any other Facility Document as such term is defined in the MSR Loan Agreement.


 


“Repurchase
Party” shall mean any of PennyMac Corp., PennyMac Holdings, LLC or PennyMac Mortgage Investment Trust.


 


"Servicer
Credit Event" means Servicer or any Subservicer shall default under, or fail to perform as required under, or shall otherwise
breach the terms of any repurchase agreement (including without limitation any Citi Repurchase Facility), loan and security agreement,
MSFTA/derivatives agreement, or similar credit facility or agreement for borrowed funds between Servicer on the one hand, and Buyer
or any of Buyer's Affiliates on the other; provided, a Servicer Termination Event shall also constitute a Servicer Credit
Event.


 


"Servicer Termination
Event" means (i) an event that entitles the Seller to terminate the Servicer or Subservicer for cause under the related
Servicing Agreement, or (ii) the occurrence of any of the following:


 


(a) Servicer’s membership
in MERS is terminated for cause or Servicer voluntarily terminates its membership in MERS to the extent any Purchased Loans are
MERS Loans;


 


(b) Servicer fails to deposit any Income received by it into the Collection Account within one (1) Business Day of
the date such deposit was due; or


 


(c) Servicer shall default
under any Servicing Agreement and such failure shall not have been waived by Buyer.


 


(d)
Section 4(c) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following:


 



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“(c)
     Commitment Fee. Sellers agree to pay to Buyer the Commitment Fee, such payment to be made in Dollars, in immediately
available funds, without deduction, set off or counterclaim, to Buyer to Buyer in twelve (12) equal installments, each of
which shall be equal to the Commitment Fee Installment Amount. The Commitment Fee is and shall be deemed to be fully earned
and non-refundable when paid. The first installment of the Commitment Fee shall be payable on or prior to October 22, 2015
and each subsequent installment shall be payable on or prior to the 15th day of each succeeding month (or in each
case if such date is not a Business Day, the preceding Business Day). Buyer may, in its sole discretion, net all or any
portion of Commitment Fee from the proceeds of any Purchase Price paid to any Seller. In the event that the Termination Date
is accelerated to a date which is prior to the payment in full of all installments of the Commitment Fee, any unpaid
installments of the Commitment Fee shall be payable on the Termination Date.”


 


(e)
Section 9(b) of the Agreement is hereby amended by adding Section (9)(b)(xvii) as follows:


 


"(xvii)
No Servicer Credit Event shall have occurred and be continuing."


 


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


 


"(p)     Financial Representations and Warranties.


(i) (A) the ratio of PennyMac’s
Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1; (B) the combined Liquidity of PennyMac and PMAC
Holdings is not less than $25,000,000; and (C) PennyMac’s Adjusted Tangible Net Worth is greater than or equal to $140,000,000.


 


(ii) (A) the ratio of PMAC Holdings’
Total Indebtedness to its Adjusted Tangible Net Worth is not greater than 10:1, (B) the combined Liquidity of PMAC Holdings and
PennyMac is not less than $25,000,000, and (C) PMAC Holdings’ Adjusted Tangible Net Worth is greater than or equal to $220,000,000.


 


(iii) (A) Servicer’s Adjusted
Tangible Net Worth is greater than or equal to $170,000,000; (B) Servicer’s unrestricted cash and Cash Equivalents
are greater than or equal to $20,000,000; (C) [reserved]; (D) the ratio of Servicer’s Total Indebtedness to Adjusted Tangible
Net Worth is less than 10:1; and (E) Servicer’s consolidated Net Income was equal to or greater than $1.00 for the previous
calendar quarter.


 


(iv) (A) Guarantor’s Adjusted
Tangible Net Worth is greater than or equal to $830,000,000; (B) the combined amount of unrestricted cash of Guarantor and
its Subsidiaries is greater than or equal to $40,000,000; (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. "


 


(g)     Section 12 of the Agreement is hereby amended by adding Section 12(jj) as follows:


 






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 "(jj)
No Seller has failed to enforce its rights under any Servicing Agreement, including without limitation, a Seller's
right to terminate and replace Servicer or Subservicer upon the occurrence of a Servicer Termination Event. No Seller has
waived any material default or other material failure to perform under or breach of the Servicing Agreements or
any Servicer Termination Event without Buyer's prior written consent."


 


(h) Section 13(f)
of the Agreement is hereby amended by adding Section 13(f)(xiii) as follows:


 


(xiii)
One (1) Business Day following the occurrence of any Servicer Credit Event or Servicer Termination Event.


 


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


 


"(p)Financial
Covenants.


 


(i) Financial
Covenants of PennyMac. PennyMac shall comply with the following financial covenants: (A) the ratio of PennyMac’s Total
Indebtedness to its Adjusted Tangible Net Worth shall not at any time be greater than 10:1; (B) PennyMac and PMAC Holdings shall
maintain combined Liquidity at all times in an amount of not less than $25,000,000; and (C) the Adjusted Tangible Net Worth of
PennyMac shall at all times be greater than $140,000,000.


 


(ii) Financial
Covenants of PMAC Holdings. PMAC Holdings shall comply with the following financial covenants: (A) the ratio of PMAC Holdings’
Total Indebtedness to its Adjusted Tangible Net Worth shall not at any time be greater than 10:1, (B) PMAC Holdings and PennyMac
Corp. shall maintain combined Liquidity at all times in an amount of not less than $25,000,000, and (C) the Adjusted Tangible Net
Worth of PMAC Holdings shall at all times be equal to or greater than $220,000,000.


 


(iii) Financial
Covenants of Servicer. (A) Servicer’s Adjusted Tangible Net Worth shall at all times be greater than or equal to $170,000,000;
(B) Servicer’s unrestricted cash and Cash Equivalents shall at all times be greater than or equal to $20,000,000; (C) [reserved];
(D) the ratio of Servicer’s Total Indebtedness to Adjusted Tangible Net Worth shall at all times be less than 10:1; and (E)
Servicer’s consolidated Net Income shall be equal to or greater than $1.00 for the previous calendar quarter.


 


(iv) Financial Covenants
of Guarantor. (A) Guarantor’s Adjusted Tangible Net Worth shall at all times be greater than $830,000,000;
(B) the amount of combined unrestricted cash of Guarantor and its Subsidiaries shall at all times be greater than or equal to
$40,000,000; and (C) the ratio of Guarantor’s total Indebtedness to 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.”






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(j)          Section 13(ll) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following:


 


"(ll)     Each Seller
shall diligently enforce its rights under each Servicing Agreement, including without limitation, Seller's right to terminate and
replace Servicer or Subservicer upon the occurrence of a Servicer Termination Event. No Seller shall waive any material default
or other material failure to perform under or breach of the Servicing Agreements or any Servicer Termination Event without Buyer's
prior written consent. For the avoidance of doubt, any default, failure or breach by the Servicer or any Subservicer that would
permit the termination and replacement of the Servicer or Subservicer under the Servicing Agreements shall be deemed "material"
and shall not be waived by Seller or its Affiliates without Buyer's prior written consent."


 


(k)          
Section 18 of the Agreement is hereby amended by deleting Sections 18(r), (t) and (u) in their entirety and replacing them as follows:


 


(r) Reserved.


 


(t) Reserved.


 


(u) Reserved.


 


(l)          
Section 18 (q) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the
following:


 


“(q)
Any Seller or Guarantor or any Affiliate of a Seller or Guarantor or any Repurchase Party shall default under, or fail to
perform as required under, or shall otherwise breach the terms of any repurchase agreement (including without limitation any
Citi Repurchase Facility), loan and security agreement, MSFTA/derivatives agreement, or similar credit facility or agreement
for borrowed funds between any Seller or Guarantor or such other entity on the one hand, and Buyer or any of Buyer's
Affiliates on the other; or a Seller or Guarantor shall default under, or fail to perform as required under, the terms of any
repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds with outstanding
amount at least $10,000,000 (including without limitation any Citi Repurchase Facility) entered into by such party, which
default or failure entitles any party to cause acceleration or require prepayment of any indebtedness thereunder;
or”


 


(m)
Section 18 of the Agreement is hereby amended by adding Section 18(x) as follows:


 


"(x)     A
Servicer Credit Event shall have occurred and Seller shall fail to (i) identify a replacement Servicer or Subservicer to Buyer
within thirty (30) days after the occurrence of such Servicer Credit Event; and (ii) terminate and replace the Servicer or Subservicer
within sixty (60) days, after the occurrence of such Servicer Credit Event;


 


(n)
Section 19(b) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the
following:






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(b) Sellers hereby
acknowledge, admit and agree that Sellers' obligations under this Agreement are recourse obligations of Sellers to which each
Seller pledges its full faith and credit. In addition to its rights hereunder, Buyer shall have the right to proceed against
any of Seller’s assets which may be in the possession of Buyer, any of Buyer’s Affiliates or their respective
designees (including Custodian), including the right to liquidate such assets and to set-off the proceeds against monies owed
by (x) Sellers to Buyer pursuant to this Agreement and (y) any Repurchase Party to Buyer pursuant to the related Citi
Repurchase Facility. Buyer may set off cash, the proceeds of the liquidation of the Purchased Loans, any other Purchased
Items and their proceeds and all other sums or obligations owed by Buyer, or any of Buyer’s Affiliates, to any Seller
against all of (i) Sellers' obligations to Buyer, whether under this Agreement, under a Transaction, or under any other
agreement among the parties, or otherwise and (ii) the obligations of each Repurchase Party to Buyer under the related Citi
Repurchase Facility, or under any other agreement among the parties, or otherwise, in each case whether or not such
obligations are then due, without prejudice to Buyer’s right to recover any deficiency.


 


(o)     Section 45 of the Agreement is hereby amended by
deleting the section in its entirety and replacing it with the following:


 


In addition to any rights and remedies
of Buyer provided by this Agreement and by law, Buyer shall have the right, without prior notice to Sellers, any such notice
being expressly waived by Sellers to the extent permitted by applicable law, upon any amount becoming due and payable by
Sellers hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against
such amount any and all Property and deposits (general or special, time or demand, provisional or final), in any currency,
and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by Buyer or any Affiliate thereof to or for the credit or the account of
any Seller or any other Repurchase Party. Buyer may set-off cash, the proceeds of the liquidation of any Purchased Items and
all other sums or obligations owed by Buyer or its Affiliates to any Seller against all of Seller's or any Repurchase Party’s
obligations to Buyer or its Affiliates, whether under this Agreement with respect to any Seller or the Citi Repurchase Facility
with respect to any Repurchase Party or under any other agreement between the parties or between any Seller or any Repurchase
Party and any Affiliate of Buyer, or otherwise, whether or not such obligations are then due, without prejudice to Buyer’s
or its Affiliate’s right to recover any deficiency. Buyer agrees promptly to notify Sellers and each Repurchase Party
after any such set-off and application made by Buyer; provided that the failure to give such notice shall not affect the
validity of such set-off and application.


 


 


Section
2.      Fees and Expenses. Sellers agree to pay to Buyer all reasonable out
of pocket costs and expenses incurred by Buyer in connection with this Amendment Number Twenty-One (including 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. Each Seller and Servicer hereby represents to Buyer
that as of the date hereof, 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.


 



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Section
4.      Binding Effect; Governing Law. This Amendment Number Twenty-One shall
be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT
NUMBER TWENTY-ONE 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 Twenty-One 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 Twenty-One 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]


 






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IN WITNESS WHEREOF, Sellers, Servicer and Buyer have caused this Amendment Number Twenty-One to be executed and delivered by their
duly authorized officers as of the Amendment Effective Date.


 








 


	 	PENNYMAC CORP.
	 	(Seller)
	 	 
	 	By: 	/s/ Pamela Marsh
	 	Name:	Pamela Marsh
	 	Title	Executive Vice President, Treasurer
	 	 	 



 


		PENNYMAC HOLDINGS, LLC
	 	(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 and Agent, as applicable)
	 	 
	 	By: 	/s/ Susan Mills
	 	Name:	Susan Mills
	 	Title	Vice President
	 	 	Citibank, N.A.




 


	Acknowledged:	
	 	
	PENNYMAC MORTGAGE INVESTMENT TRUST	 
	 		
	By: /s/ Pamela Marsh                                                		
	Name:     Pamela Marsh		
	Title:       Executive Vice President, Treasurer