EX-10.62



 Exhibit 10.62 
 EXECUTION 
 AMENDMENT NUMBER TWO 

to the 
 MASTER
REPURCHASE AGREEMENT 
 Dated as of May 24, 2012, 
 among 
 PENNYMAC CORP., 

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

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 13th day of November, 2012, among PENNYMAC CORP.
(“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Master Repurchase Agreement, dated as of May 24, 2012, among Seller, 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, Seller and Buyer have agreed to temporarily increase the Committed Amount under the Agreement, as more specifically set forth
herein; and 
 WHEREAS, as of the date hereof, Seller represents to Buyer that Seller is 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. (a) Effective
as of November 13, 2012, Section 2 of the Agreement is hereby amended by deleting the definition of “Committed Amount” in its entirety and replacing it with the following: 

“Committed Amount” shall mean (i) from November 13, 2012 until November 19, 2012,
$600,000,000 and (ii) at all times thereafter, $350,000,000. 
 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 Two (including any Commitment Fee due an 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, Seller is 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 Two shall be
binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER TWO 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 Two 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 Two 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] 

  
 2 








 IN WITNESS WHEREOF, Seller, Servicer and Buyer have caused this Amendment Number Two to be
executed and delivered by their duly authorized officers as of the day and year first above written. 
  

			
	PENNYMAC CORP.
	(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)
		
	By:	 	 /s/ Susan Mills

	Name:	 	Susan Mills
	Title:	 	Vice President, Citibank, N.A.