Exhibit 10.1


 





AMENDMENT NUMBER ELEVEN


to the


MASTER REPURCHASE AGREEMENT


Dated as of June 26, 2012,


by and between


PENNYMAC LOAN SERVICES, LLC


and


CITIBANK, N.A.


 


This AMENDMENT NUMBER
ELEVEN (this “Amendment Number Eleven”) is made this 3rd day of August, 2015 (the “Amendment Effective
Date”), by and between PENNYMAC LOAN SERVICES, LLC (“Seller”) and CITIBANK, N.A. (“Buyer”),
to the Master Repurchase Agreement, dated as of June 26, 2012, by and between Seller 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, Seller
and Buyer have agreed to amend the Agreement to temporarily increase the Uncommitted Amount available under the facility, as more
specifically set forth herein; and


WHEREAS, as of the
date hereof, Seller 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.Amendments. Effective as of the Amendment Effective Date, the Agreement is hereby amended as follows:


 


(a)Section 2 of the
Agreement is hereby amended by deleting the definition of “Uncommitted Amount” in its entirety and replacing it with
the following:


“Uncommitted
Amount” shall mean (i) on or prior to September 15, 2015, $150,000,000, and (ii) at all other times, $50,000,000.


 


Section
2.Fees and Expenses. Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by
Buyer in connection with this Amendment Number Eleven (including any Commitment Fee or extension fee due and payable, 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. Seller 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 Eleven shall be binding and inure to the benefit of the
parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER ELEVEN 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 WHICH SHALL GOVERN).


Section
5.Counterparts. This Amendment Number Eleven 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 Eleven 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,
Seller and Buyer have caused this Amendment Number Eleven to be executed and delivered by their duly authorized officers as of
the Amendment Effective Date.


 


 


	 	PENNYMAC LOAN SERVICES, LLC,
	 	(Seller)
	 	 
	 	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:


 


PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC


 


By: /s/ Pamela Marsh


Name: Pamela Marsh


Title: Executive Vice President, Treasurer







 


 


 


 






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