EX-10.39



 Exhibit 10.39 
 EXECUTION 
 AMENDMENT NUMBER SEVEN 

to the 
 MASTER
REPURCHASE AGREEMENT 
 Dated as of December 9, 2010, 
 among 
 PENNYMAC CORP., PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC and

 PENNYMAC LOAN SERVICES, LLC 
 and 
 CITIBANK, N.A. 

This AMENDMENT NUMBER SEVEN (this “Amendment Number Seven”) is made this 13th day of November, 2012 among PENNYMAC CORP. and 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 and Buyer have agreed to amend the Agreement to temporarily decrease the Maximum Aggregate Purchase Price, 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. Amendments. Effective
as of November 13, 2012 (the “Amendment Effective Date”), the Agreement is hereby amended as follows: 

(a) Section 2 of the Agreement is hereby amended by deleting the definition “Maximum Aggregate Purchase Price” in its
entirety and replacing it with the following: 
 “Maximum Aggregate Purchase Price” shall mean
(i) from November 13, 2012 until November 19, 2012, $200,000,000 and (ii) at all times thereafter, $450,000,000. 
 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 Seven (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. 







 SECTION 4. Binding Effect; Governing Law. This Amendment Number Seven shall be
binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER SEVEN 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 Seven 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 Seven 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] 







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

			
	PENNYMAC CORP.
	(Seller)
		
	By:	 	 /s/ Pamela K. Marsh

	Name:	 	Pamela K. Marsh
	Title:	 	Managing Director, Treasurer
	
	PENNYMAC MORTGAGE INVESTMENT TRUST HOLDINGS I, LLC
	(Seller)
		
	By:	 	 /s/ Pamela K. Marsh

	Name:	 	Pamela K. Marsh
	Title:	 	Managing Director, Treasurer
	
	PENNYMAC LOAN SERVICES, LLC,
	(Servicer)
		
	By:	 	 /s/ Pamela K. Marsh

	Name:	 	Pamela K. Marsh
	Title:	 	Managing Director, 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 K. Marsh

	Name:	 	Pamela K. Marsh
	Title:	 	Managing Director, Treasurer