EX-10.33



 Exhibit 10.33 

EXECUTION 
 AMENDMENT NO. 5 TO

 AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT 

Amendment No. 5, dated as of January 10, 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, and Amendment No. 4, dated as of
December 31, 2013, 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 and Seller 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. Representations and
Warranties. Schedule 1 of the Existing Repurchase Agreement is hereby amended by adding the following clause (hhh) at the end thereof: 

(hhh) Qualified Mortgage. Notwithstanding anything to the contrary set forth in this Agreement, on and after
January 10, 2014 (or such later date as set forth in the relevant regulations), (i) prior to the origination of each Mortgage Loan, the originator made a reasonable and good faith determination that the Mortgagor had a reasonable ability
to repay the loan according to its terms, in accordance with, at a minimum, the eight underwriting factors set forth in 12 CFR 1026.43(c) and (ii) each Mortgage Loan is a “Qualified Mortgage” as defined in 12 CFR 1026.43(e). 

SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective
Date”), subject to the satisfaction of the following conditions precedent: 

  
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 2.1 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; and 
 (b) such
other documents as the Buyer or counsel to the Buyer may reasonably request. 
 SECTION 3. 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 4.
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 5. 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 6. 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. 

SECTION 7. 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 8. 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. 5 to Amended and Restated Master Repurchase Agreement