AMENDMENT NO. 2 TO PENNYMAC MASTER REPURCHASE AGREEMENT

Exhibit 10.82

AMENDMENT NO. 2 TO

PENNYMAC MASTER REPURCHASE AGREEMENT

This Amendment No. 2 (this “Amendment”), dated as of June 28, 2013, amends that certain Master Repurchase Agreement, dated as of July 2, 2012, as amended by Amendment No. 1, dated as of February 1, 2013 (the “Repurchase Agreement”), among PennyMac Corp. (“PennyMac”), as seller, PennyMac Loan Services, LLC, as servicer, PennyMac Mortgage Investment Trust, as guarantor, and Barclays Bank PLC, as purchaser and agent (“Barclays”). Capitalized terms used herein but not otherwise defined shall have the meanings given to such terms in the Repurchase Agreement.

WHEREAS, pursuant to Section 28 of the Repurchase Agreement, the parties hereto desire to amend the Repurchase Agreement as described below; and

WHEREAS, this Amendment is not effective until the execution and delivery of this Amendment by PennyMac and Barclays and receipt by Barclays of the Fee set forth in Section 2 of this Amendment.

NOW, THEREFORE, pursuant to the provisions of the Repurchase Agreement concerning modification and amendment thereof, and in consideration of the amendments, agreements and other provisions herein contained and of certain other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties hereto, it is hereby agreed between PennyMac and Barclays as follows:

Section 1. Amendment.

(a) Section 2 of the Repurchase Agreement is hereby amended by deleting the defined term “Maturity Date” and replacing it with the following:

“Maturity Date” means September 1, 2013.

Section 2. Fee. In connection with this Amendment and amendments to other Program Documents entered into by Seller and Purchaser on the date hereof, Seller agrees to pay Purchaser a fully-earned, non-refundable fee of $133,333.33 (the “Fee”). The Fee shall be deemed earned by and payable to Purchaser on the date of this Amendment. The Fee shall be paid by wire transfer of immediately available funds to the following account:

Bank Name: Bank of New York Mellon

Address: New York, NY

ABA:

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DDA:

GLA 111569 WV1

Name:

BBPLC NY Branch Whole Loans Warehouse

Ref:

PennyMac repo

Attention:         Whole Loan Operations

Phone Validation:

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Section 3. Effect of Amendment. Except as expressly amended and modified by this Amendment, all provisions of the Repurchase Agreement shall remain in full force and effect and all such provisions shall apply equally to the terms and conditions set forth herein. After this Amendment becomes effective, all references in the Agreement (or in any other document relating to the Mortgage Loans) to “this Agreement,” “hereof,” “herein” or words of similar effect referring to such Agreement shall be deemed to be references to such Agreement as amended by this Amendment. This Amendment shall not be deemed to expressly or impliedly waive, amend or supplement any provision of the Repurchase Agreement other than as set forth herein.

Section 4. Successors and Assigns. This Amendment shall be binding upon the parties hereto and their respective successors and assigns.

Section 5. Section Headings. The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Repurchase Agreement or any provision hereof or thereof.

Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS EXCEPT SECTIONS 5-1401 AND 5-1402 OF NEW YORK GENERAL OBLIGATIONS LAW, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 7. Counterparts. This Amendment may be executed in one or more counterparts and by the different parties hereto on separate counterparts, including without limitation counterparts transmitted by facsimile, each of which, when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the same agreement.

 

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IN WITNESS WHEREOF, each undersigned party has caused this Amendment No. 2 to the Master Repurchase Agreement to be duly executed by one of its officers thereunto duly authorized as of the date and year first above written.