AMENDMENT NUMBER THIRTEEN

Exhibit 10.1

EXECUTION

 

AMENDMENT NUMBER THIRTEEN

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 THIRTEEN (this “Amendment Number Thirteen”) is made this 22nd day of October, 2015, 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 has requested to renew the term of the Agreement and that Buyer agree to amend the Agreement 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. Amendment. Effective as of October 22, 2015 (the "Amendment Effective Date"):

 

(a) Section 2 of the Agreement is hereby amended by deleting the definitions of "Committed Amount" and "Liquidity" in their entirety and replacing them as follows:

 

“Committed Amount” shall mean $150,000,000.

 

“Liquidity” means with respect to any Person, the sum of (i) its unrestricted cash, plus (ii) its unrestricted Cash Equivalents. For the avoidance of doubt, such unrestricted cash shall not include any cash collateral of such Person in respect of letter of credit obligations of such Person, and to the extent a letter of credit obligation of such Person is only partially cash collateralized, only that portion of the letter of credit that represents cash collateral shall be excluded from the definition of Liquidity hereunder.

 

(b) Section 2 of the Agreement is hereby amended by deleting the definition of "Termination Date" in its entirety and replacing it as follows:

 

“Termination Date” shall mean October 20, 2016 or such earlier date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of law.”

 

(c) Section 12(p) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold language added for emphasis):

 

 

"(p) Financial Representations and Warranties. (A) Seller’s Adjusted Tangible Net Worth is greater than or equal to $170,000,000; (B) Seller’s unrestricted cash is greater than or equal to $20,000,000; (C) the ratio of Seller’s Total Indebtedness, to Adjusted Tangible Net Worth is less than 10:1; and (D) Seller’s consolidated Net Income was equal to or greater than $1.00 for the previous calendar quarter."

 

(d) Section 13(q) of the Agreement is hereby amended by deleting the section in its entirety and replacing it with the following (bold language added for emphasis):

 

"(q) Financial Covenants. (i) Seller covenants and agrees with Buyer that during the term of this Agreement: (A) Servicer’s Adjusted Tangible Net Worth shall at all times be greater than or equal to $170,000,000 (B) Servicer’s unrestricted cash shall at all times be greater than or equal to $20,000,000; (C) the ratio of Servicer’s Total Indebtedness, to Adjusted Tangible Net Worth shall at all times be less than 10:1; and (D) Servicer’s consolidated Net Income shall be equal to or greater than $1.00 for each calendar quarter."

 

(e) Exhibit A of the Agreement is hereby amended by deleting the Exhibit in its entirety and replacing it with Annex 1 attached hereto (bold language added for emphasis)

 

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 Thirteen (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.

 

Section 4. Binding Effect; Governing Law. This Amendment Number Thirteen shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER THIRTEEN 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 Thirteen 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 Thirteen 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, Seller and Buyer have caused this Amendment Number Thirteen to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.

 

 

	PENNYMAC LOAN SERVICES, LLC,
	(Seller)
	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
	Name:		▇▇▇▇▇▇ ▇▇▇▇▇
	Title:		Executive Vice President, Treasurer
	CITIBANK, N.A.
	(Buyer and Agent, as applicable)
	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇
	Name:		▇▇▇▇▇ ▇▇▇▇▇
	Title:		Vice President
			Citibank, N.A.

 

Acknowledged:

 

PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

 

By:/s/ ▇▇▇▇▇▇ Marsh_______________________

Name:

▇▇▇▇▇▇ ▇▇▇▇▇

Title:

Executive Vice President, Treasurer

 

 

ANNEX 1

 

EXHIBIT A

 

FORM oF [MONTHLY][QUARTERLY] CERTIFICATION

 

In connection with (i) the Master Repurchase Agreement dated as of June 26, 2012, as amended (the “Agreement”), by and between PennyMac Loan Services, LLC (the “Seller”) and Citibank, N.A. (“Buyer”) and (ii) the Guaranty Agreement, dated as of June 26, 2012 by [___________] (“Guarantor”) in favor of Buyer, I, _______________, _______________ of [Seller] [Servicer] [Guarantor], do hereby certify that:

 

(i)

Seller is in compliance with all provisions and terms of the Agreement;

 

(ii)

no Default has occurred thereunder and no Default exists as of the date hereof;

 

(iii)

there have not been any modifications to the Underwriting Guidelines that would require notice to Buyer under the Agreement;

 

	(iv)	all additional modifications to the Underwriting Guidelines since the date of the most recent disclosure to Buyer of any modification to the Underwriting Guidelines are set forth herein;
	(v)	(A) Seller’s Adjusted Tangible Net Worth is greater than or equal to $170,000,000; (B) Seller’s unrestricted cash is greater than or equal to $20,000,000; (C) the ratio of Seller’s Total Indebtedness, to Tangible Net Worth is less than 10:1; (D) Seller’s consolidated Net Income was equal to or greater than $1.00 for the previous calendar quarter; and (E) The servicing multiple used in determining the book value of Seller’s servicing portfolio in accordance with GAAP for the previous month is equal to [__].

 

(vi)

Seller has at all times during the term of the Agreement remained an approved servicer in good standing to service mortgage loans for ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac;

 

(vii)

Seller has at all times during the term of the Agreement remained an approved mortgagee with the Department of Housing and Urban Development (“HUD”) pursuant to Section 203 of the National Housing Act and has remained an approved servicer with the Federal Housing Administration to service mortgage loans for HUD;

 

(viii)

To the extent that any Mortgage Loan subject to any Transaction hereunder is an FHA Loan, Seller is in good standing with the FHA as an FHA Approved Mortgagee;

 

(ix)

To the extent that any Mortgage Loan subject to any Transaction hereunder is a VA Loan, Seller is in good standing with the VA as a VA Approved Lender;

 

(x)

As at the end of [INSERT APPLICABLE MONTH/QUARTER/YEAR]:

 

(a) The Adjusted Tangible Net Worth of Seller is $__________ ;

 

 

(b) The ratio of Seller’s Total Indebtedness to its Adjusted Tangible Net Worth is _________ ;

 

(c) The Liquidity of Seller is $_________ ;

 

(d) Attached as Schedule I hereto are the calculations demonstrating Seller’s compliance with the Tangible Net Worth covenant, Seller’s compliance with the ratio of Indebtedness to Tangible Net Worth covenant, and Seller’s compliance with the Liquidity Covenant, each as set forth in Section 13(p) of the Agreement;

 

(e) Attached as Schedule II hereto is a list of any repurchase agreements, loan and security agreements or similar credit facilities or agreements for borrowed funds entered into by Seller and any third party that have been terminated in the last thirty (30) Business Days or with respect to which the amount available for borrowing has been reduced;

 

(f) Attached as Schedule III hereto is a list of any repurchase agreements, loan and security agreements or similar credit facilities or agreements for borrowed funds entered into by Seller and any third party and shall include the size of such facilities and the related termination date of such facilities;

 

(g) Seller has received ____ repurchase and indemnity requests from its third party investors (including any Agency) during the previous calendar month. The aggregate amount of all repurchase and indemnity requests delivered to Seller by its third party investors (including any Agency) during the previous calendar month is $______;

 

(h) The aggregate amount of all repurchase and indemnity claims paid by Seller to its third party investors (including any Agency) during the previous calendar month is $_______;

 

(i) As of the date hereof, the aggregate outstanding amount of all repurchase and indemnity obligations of Seller to its third party investors (including any Agency) is $________;

 

(j) The amount of Loan Loss Reserves of Seller is equal to $_________;

 

(k) Seller has at all times during the previous calendar month maintained its status with (i) ▇▇▇▇▇▇ Mae as an approved issuer, (ii) HUD, pursuant to Sections 203 and 211 of the National Housing Act, (iii) the FHA, as an FHA Approved Mortgagee and servicer, (iv) VA as a VA approved Lender, and (vi) ▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ Mac as an approved seller/servicer and lender; and

 

(l) As of the date hereof, the “compare ratio” assigned to Servicer by FHA under its “Neighborhood Watch” program is ______.

 

 

Capitalized terms used but not defined herein shall have the meanings assigned thereto in the Agreement.

 

IN WITNESS WHEREOF, I have signed this certificate.

 

Date: _________________________, 201_

 

[SELLER][GUARANTOR]

 

 

By: _____________________

Name:

Title:

 

 

 

 

 

Schedule I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule II

 

nAMEd lENDER	tYPE	PREVIOUS SIZE ($)	current SIZE ($)	TERMINATION DATE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Schedule III

 

 

nAMED lENDER	tYPE	current SIZE ($)	MAXIMUM SIZE ($)	TERMINATION dATE