Exhibit 10.28

 

AMENDMENT NO. 3

 

 TO MASTER SPREAD ACQUISITION AND

MSR SERVICING AGREEMENT

 

Amendment No. 3 to Master Spread Acquisition and MSR Servicing Agreement, dated as of March 19, 2014 (the “Amendment”), by and between PennyMac Loan Services, LLC, a Delaware limited liability company (the “Seller”), and PennyMac Operating Partnership, L.P., a Delaware limited partnership (the “Purchaser”).

 

RECITALS

 

WHEREAS, the Seller and the Purchaser are parties to that certain Master Spread Acquisition and MSR Servicing Agreement, dated as of February 1, 2013 (the “Existing Spread Agreement” and, as amended by this Amendment, the “Spread Agreement”).  Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Spread Agreement.

 

WHEREAS, the Seller and the Purchaser  have agreed, subject to the terms and conditions of this Amendment, that the Existing Spread Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Spread Agreement.

 

NOW, THEREFORE, in consideration of the mutual premises and mutual obligations set forth herein, the Seller and the Purchaser hereby agree that the Existing Spread Agreement is hereby amended as follows:

 

SECTION 1.                            Amendments.

 

1.1                               Preamble.  The first paragraph of the Existing Spread Agreement is hereby amended by adding the header “PREAMBLE” and deleting the reference to “(the “Purchaser”), (the “Purchaser”)” and replacing it with the following language:

 

“(“POP”) and/or PennyMac Holdings, LLC (“PMH”) as identified on an executed Confirmation (each such entity, as applicable, referred to herein as the “Purchaser”)”

 

1.2                               Section 1.01.  Section 1.01 shall be amended as follows:

 

(a)                                 by deleting the first paragraph thereof in its entirety and replacing it with the following language:

 

“Definitions.  For purposes of this Agreement (which, for the avoidance of doubt, shall include the Preamble and Recitals hereto), the following capitalized terms, unless the context otherwise requires, shall have the respective meanings set forth below:”

 

1











 

(b)                                 by deleting the definition of “Primary Portfolio Spread Custodial Account” in its entirety and replacing it as follows:

 

““Primary Portfolio Spread Custodial Account” means, with respect to each Primary Portfolio, the account established under Section 5.01, which shall be entitled “PennyMac Loan Services, LLC, as Seller, on behalf of [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC], Primary Portfolio Collection Account”, and into which account all Primary Portfolio Collections and Primary Portfolio Termination Payments in respect of such Primary Portfolio shall be deposited.”

 

(c)                                  by deleting the definition of “Secondary Portfolio Spread Custodial Account” in its entirety and replacing it as follows:

 

““Secondary Portfolio Spread Custodial Account” means, with respect to each Secondary Portfolio, the account established under Section 6.01, which shall be entitled “PennyMac Loan Services, LLC, as Seller, on behalf of [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC], Secondary Portfolio Collection Account”, and into which account all Secondary Portfolio Collections and Secondary Portfolio Termination Payments in respect of such Secondary Portfolio shall be deposited.”

 

1.3                               Exhibit A.  Exhibit A of the Existing Spread Agreement is hereby amended by deleting it in its entirety and replacing it with the form attached hereto as Exhibit A.

 

1.4                               Exhibit B.  Exhibit B of the Existing Spread Agreement is hereby amended by deleting it in its entirety and replacing it with the form attached hereto as Exhibit B.

 

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

 

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

 

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

 

(b)                                 such other documents as such party or counsel to such party may reasonably request.

 

SECTION 3.                            Representations and Warranties. Each party represents that it is in compliance in all material respects with all the terms and provisions set forth in the Existing Spread Agreement on its part to be observed or performed.

 

2











 

SECTION 4.                            Limited Effect.  Except as expressly amended and modified by this Amendment, the Existing Spread Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.

 

SECTION 5.                            GOVERNING LAW.  THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

 

SECTION 6.                            Counterparts.  This Amendment may be executed in one or more counterparts and by different parties hereto on separate counterparts, each of which, when so executed, shall constitute one and the same agreement.

 

SECTION 7.                            Conflicts.  The parties hereto agree that in the event there is any conflict between the terms of this Amendment, and the terms of the Existing Spread Agreement, the provisions of this Amendment shall control.

 

[SIGNATURE PAGE FOLLOWS]

 

3











 

IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

 

 

	
The   Seller:
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Anne D. McCallion
    
	
 
    	
 
    	
Name:
    	
Anne D.   McCallion
    
	
 
    	
 
    	
Title:
    	
Vice   President, Finance
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
The   Purchaser:
    	
PENNYMAC   OPERATING PARTNERSHIP, L.P.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:  PennyMac GP OP, Inc.,
    
	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/   Andrew S. Chang
    
	
 
    	
 
    	
Name:
    	
Andrew   S. Chang
    
	
 
    	
 
    	
Title:
    	
Chief   Business Development Officer
    


 

ACKNOWLEDGED:

 

 

	
PENNYMAC   HOLDINGS, LLC
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
Andrew   S. Chang
    	
 
    
	
Name:
    	
Andrew   S. Chang
    	
 
    
	
Title:
    	
Chief   Business Development Officer
    	
 
    


 











 

EXHIBIT A

 

(Form of Confirmation)

 

CONFIRMATION

 

OF SPREAD ACQUISITION TRANSACTION UNDER
 MASTER SPREAD ACQUISITION AND MSR SERVICING AGREEMENT

 

PARTIES:                                       PennyMac Loan Services, LLC (Seller)

 

[PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC] (Purchaser)

 

DATE:                                                                                        ,          

 

RE:                                                                           Spread Acquisition — Pool No. [      ]

 

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between PennyMac Loan Services, LLC and [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC] on the Transaction Settlement Date specified below.  This letter agreement is a “Confirmation” as described in the Master Spread Acquisition and MSR Servicing Agreement specified in paragraph 1 below.

 

The definitions and provisions contained in the Master Agreement are incorporated into this Confirmation.  In the event of any inconsistency between the Master Agreement and this Confirmation, this Confirmation will govern.  Capitalized terms used herein and not otherwise defined have the meanings set forth in the Master Agreement.

 

This Confirmation supplements, forms part of and is subject to the Master Spread Acquisition and MSR Servicing Agreement dated as of February 1, 2013, between PennyMac Loan Services, LLC, as seller, and [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC], as purchaser, as amended and supplemented from time to time (the “Master Agreement”).  All provisions contained in the Master Agreement govern this Confirmation except as expressly modified below.

 

A-1











 

The terms of the Transaction to which this Confirmation relates are as follows:

 

	
Primary Portfolio:
    	
 
    	
As set   forth in Schedule I hereto.
    
	
Transaction Settlement Date:
    	
 
    	
                        ,   20        .
    
	
Transaction Base Servicing Fee   Rate:
    	
 
    	
[        ]   basis points (per annum)
    
	
Transaction Remittance Date:
    	
 
    	
[    ]th   day of each month
    
	
Transaction Purchase Price   Percentage:
    	
 
    	
            %
    
	
Transaction Excess Spread   Percentage:
    	
 
    	
             %
    
	
Transaction Asset Purchase   Agreement:
    	
 
    	
 
    
	
Transaction Threshold   Percentage:
    	
 
    	
[      %]
    
	
Allowed Retention Percentage:
    	
 
    	
As set forth opposite the applicable Excess   Refinancing Percentage in the table set forth below.
    
	
Cut-off Date
    	
 
    	
                            ,   20        .
    
	
Other:
    	
 
    	
In the event Seller, whether voluntarily or   involuntarily, transfers the Servicing Rights related to the Mortgage Loans   in any Primary Portfolio or Secondary Portfolio and receives any termination   fee or other compensation or proceeds in connection with such transfer (the “Transfer   Proceeds”), Seller shall remit to Purchaser an amount equal to the   product of (a) such Transfer Proceeds, multiplied by (b) a   fraction, the numerator of which is the Transaction Purchase Price allocable   to the Primary Portfolio Excess Spread relating to such Servicing Rights and   the denominator of which is the actual purchase price paid by the Seller for   such Servicing Rights.
    


 

 

A-2











 

Table of Allowed Retention Percentage

 

	
Range of Excess Refinancing
   Percentages
    	
 
    	
Allowed
   Retention
   Percentage
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    


 

A-3











 

Accepted and confirmed as of the date first written above:

 

 

	
 
    	
PENNYMAC   LOAN SERVICES, LLC
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
[PENNYMAC   OPERATING PARTNERSHIP, L.P.][PENNYMAC HOLDINGS, LLC]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title:
    


 











 

SCHEDULE I

 

TO CONFIRMATION DATED                     , 20          

UNDER THE MASTER SPREAD ACQUISITION AND
 MSR SERVICING AGREEMENT DATED AS OF FEBRUARY 1, 2013

 











 

EXHIBIT B

 

(Form of Assignment)

 

PennyMac Loan Services, LLC (the “Transferor”), hereby assigns, conveys and otherwise transfers to [PennyMac Operating Partnership, L.P.][PennyMac Holdings, LLC] (the “Transferee”) all of the Transferor’s right, title and interest in, to and under the [Primary][Secondary] Portfolio Excess Spread for the residential mortgage loans set forth in Annex A attached hereto.  Capitalized terms used and not defined in this instrument have the meanings assigned to them in the Master Spread Acquisition and MSR Servicing Agreement dated as of February 1, 2013, between the Transferor and the Transferor, as supplemented and amended by the Confirmation dated           , between such parties.

 

If the conveyance of such [Primary][Secondary] Portfolio Excess Spread is characterized by a court or governmental authority as security for a loan rather than an absolute transfer or sale, the Transferor will be deemed to have granted to the Transferee, and the Transferor hereby grants to the Transferee, a security interest in all of its right, title and interest in, to and under whether now existing or in the future arising or acquired, all Primary Portfolio Collections, Secondary Portfolio Collections, the Primary Portfolio Spread Custodial Account, and the Secondary Portfolio Spread Custodial Account and all proceeds thereof as security for a loan in an amount equal to the value of such [Primary][Secondary] Excess Spread.

 

	
 
    	
PENNYMAC   LOAN SERVICES, LLC
   (Transferor)
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    	
 
    
	
 
    	
Title: