AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Exhibit 10.3
AMENDMENT NO. 2
TO THIRD AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT
Amendment No. 2 to Third Amended and Restated Master Repurchase Agreement, dated as of April 24, 2020 (this “Amendment”), among Credit Suisse First Boston Mortgage Capital LLC (the “Administrative Agent”), Credit Suisse AG, a company incorporated in Switzerland, acting through its Cayman Islands Branch (a “Committed Buyer” and a “Buyer”), Alpine Securitization LTD (a “Buyer”), PennyMac Holdings, LLC (“PennyMac Holdings”), PennyMac Corp. (“PMC”), PennyMac Operating Partnership, L.P., together in their capacity as sellers (“POP”, and together with PennyMac Holdings and PMC, each, a “Seller”, and collectively, the “Sellers”), PMC REO Financing Trust, as an asset subsidiary (the “Existing REO Subsidiary”), PMC REO Trust 2015-1, as an asset subsidiary (the “Joining REO Subsidiary”, together with the Existing REO Subsidiary, individually and collectively, the “REO Subsidiary”, and together with the Sellers, the “Seller Parties”), and PennyMac Mortgage Investment Trust (“PMIT”) and POP, in their capacity as guarantors (each, a “Guarantor”, and collectively, the “Guarantors”).
RECITALS
The Administrative Agent, the Buyers, the Seller Parties and the Guarantors are parties to that certain Third Amended and Restated Master Repurchase Agreement, dated as of March 14, 2019 (as amended by Amendment No. 1, dated as of April 26, 2019, the “Existing Repurchase Agreement”; and as further amended by this Amendment, the “Repurchase Agreement”). The Guarantors are parties to that certain Third Amended and Restated Guaranty, dated as of March 14, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”), by the Guarantors in favor of Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement or the Guaranty, as applicable.
The Administrative Agent, the Buyers, the Seller Parties and the Guarantors have agreed, subject to the terms and conditions of this Amendment, that the Existing Repurchase Agreement be amended to reflect certain agreed upon revisions to the terms of the Existing Repurchase Agreement. As a condition precedent to amending the Existing Repurchase Agreement, the Administrative Agent has required the Guarantors to ratify and affirm the Guaranty on the date hereof.
Accordingly, the Administrative Agent, the Buyers, the Seller Parties and the Guarantors hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Existing Repurchase Agreement is hereby amended as follows:
SECTION 1.Definitions. Section 2 of the Existing Repurchase Agreement is hereby amended by:
1.1deleting the definition of “Termination Date” in its entirety and replacing it with the following:
“Termination Date” means the earlier of (a) April 23, 2021, and (b) the date of the occurrence of an Event of Default.
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1.2adding the following definitions in their proper alphabetical order:
“E-Sign” means the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001 et seq.
“UETA” means the Official Text of the Uniform Electronic Transactions Act as approved by the National Conference of Commissioners on Uniform State Laws at its Annual Conference on July 29, 1999.
1.3deleting the definitions of “CUSIP Facility Documents” and “CUSIP Repurchase Agreement” and any and all references thereto in their entirety.
SECTION 2.Conditions Precedent. Section 10(b) of the Existing Repurchase Agreement is hereby amended by deleting clause (5) thereof in its entirety and replacing it with the following:
(5)Requirements of Law. Neither Administrative Agent nor Buyers shall have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law applicable to Administrative Agent or any Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Administrative Agent or any Buyer to enter into Transactions or remit Purchase Price Increases with a Pricing Rate based on the Reference Rate.
SECTION 3.Non-assignability. Section 22(b) of the Existing Repurchase Agreement is hereby amended by deleting the reference to Section 7 therein and replacing it with a reference to Section 11.
SECTION 4.Counterparts. Section 31 of the Existing Repurchase Agreement is hereby amended by deleting such section in its entirety and replacing it with the following:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Agreement. The parties agree that this Agreement, any addendum or amendment hereto or any other document necessary for the consummation of the transactions contemplated by this Agreement may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service providers with appropriate document access tracking, electronic signature tracking and document retention as may be approved by the Administrative Agent in its sole discretion.
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SECTION 5.General Interpretive Principles. Section 41(h) of the Existing Repurchase Agreement is hereby amended by deleting the reference to Section 5-102(7) and replacing it with a reference to Section 1-201(b)(20).
SECTION 6.Authorized Representatives. Schedule 2 to the Existing Repurchase Agreement is hereby amended by deleting such schedule in its entirety and replacing it with Annex A hereto.
SECTION 7.Conditions Precedent. This Amendment shall become effective as of the date hereof (the “Amendment Effective Date”), subject to the satisfaction of the following conditions precedent:
7.1Delivered Documents. On the Amendment Effective Date, the Administrative Agent on behalf of Buyers shall have received the following documents, each of which shall be satisfactory to the Administrative Agent in form and substance:
(a)this Amendment, executed and delivered by duly authorized officers of the Administrative Agent, the Buyers, the Seller Parties and the Guarantors;
(b)Amendment No. 2 to Third Amended and Restated Pricing Side Letter, executed and delivered by duly authorized officers of the Administrative Agent, the Buyers, the Seller Parties and the Guarantors; and
(c)such other documents as the Administrative Agent or counsel to the Administrative Agent may reasonably request.
SECTION 8.Representations and Warranties. Each Seller Party hereby represents and warrants to the Administrative Agent and Buyers that it is in compliance with all the terms and provisions set forth in the Repurchase Agreement on its part to be observed or performed, and that no Event of Default has occurred or is continuing, and hereby confirms and reaffirms the representations and warranties contained in Section 13 of Repurchase Agreement.
SECTION 9.Limited Effect. Except as expressly amended and modified by this Amendment, the Existing Repurchase Agreement shall continue to be, and shall remain, in full force and effect in accordance with its terms.
SECTION 10.Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment in a Portable Document Format (PDF) or by facsimile shall be effective as delivery of a manually executed original counterpart of this Amendment. The parties agree that this Amendment, any addendum or amendment hereto or any other document necessary for the consummation of the transactions contemplated by this Amendment may be accepted, executed or agreed to through the use of an electronic signature in accordance with the E-Sign, UETA and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on all parties hereto to the same extent as if it were physically executed and each party hereby consents to the use of any secure third party electronic signature capture service
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providers with appropriate document access tracking, electronic signature tracking and document retention as may be approved by the Administrative Agent in its sole discretion.
SECTION 11.Severability. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.
SECTION 12.GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF.
SECTION 13.Reaffirmation of Guaranty. The Guarantors hereby ratify and affirm all of the terms, covenants, conditions and obligations of the Guaranty. Each Guarantor acknowledges and agrees that the term “Obligations” as used in the Guaranty shall apply to all of the Obligations of the Seller Parties to Administrative Agent and Buyers under the Repurchase Agreement and related Program Agreements, as amended hereby.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date first above written.
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CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, |
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as Administrative Agent |
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By: |
/s/ Xxxxxxxx Xxxxxxxxx |
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Name: Xxxxxxxx Xxxxxxxxx |
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Title: Vice President |
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CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Committed Buyer and as a Buyer |
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By: |
/s/ Xxxxxxxx Xxxxxxxxx |
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Name: Xxxxxxxx Xxxxxxxxx |
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Title: Vice President |
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By: |
/s/ Xxxxxx Xxxxxxxxx |
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Name: Xxxxxx Xxxxxxxxx |
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Title: Authorized Signatory |
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ALPINE SECURITIZATION LTD as a Buyer, by Credit Suisse AG, New York Branch as Attorney-in-Fact |
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By: |
/s/ Xxxxx Xxxxxxxxxx |
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Name: Xxxxx Xxxxxxxxxx |
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Title: Director |
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By: |
/s/ Xxxxx Xxxxx |
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Name: Xxxxx Xxxxx |
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Title: Vice President |
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Signature Page to Amendment No. 2 to Third Amended and Restated Master Repurchase Agreement
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PENNYMAC CORP., as a Seller |
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By: |
/s/ Xxxxxx Xxxxx using an electronic signature |
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Name: Xxxxxx Xxxxx |
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Title: Senior Managing Director and |
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Treasurer |
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PENNYMAC HOLDINGS, LLC, as a Seller |
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By: |
/s/ Xxxxxx Xxxxx using an electronic signature |
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Name: Xxxxxx Xxxxx |
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Title: Senior Managing Director and |
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Treasurer |
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PMC REO FINANCING TRUST, as REO Subsidiary |
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By: PennyMac Corp., as Administrator |
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By: |
/s/ Xxxxxx Xxxxx using an electronic signature |
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Name: Xxxxxx Xxxxx |
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Title: Senior Managing Director and |
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Treasurer |
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PMC REO TRUST 2015-1, |
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as REO Subsidiary |
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By: PennyMac Corp., as Administrator |
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By: |
/s/ Xxxxxx Xxxxx using an electronic signature |
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Name: Xxxxxx Xxxxx |
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Title: Senior Managing Director and |
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Treasurer |
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Signature Page to Amendment No. 2 to Third Amended and Restated Master Repurchase Agreement
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PENNYMAC MORTGAGE INVESTMENT TRUST, as a Guarantor |
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By: |
/s/ Xxxxxx Xxxxx using an electronic signature |
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Name: Xxxxxx Xxxxx |
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Title: Senior Managing Director and |
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Treasurer |
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PENNYMAC OPERATING PARTNERSHIP, |
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L.P., as a Seller and as a Guarantor |
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By: PennyMac GP OP, Inc., its General Partner |
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By: |
/s/ Xxxxxx Xxxxx using an electronic signature |
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Name: Xxxxxx Xxxxx |
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Title: Senior Managing Director and |
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Treasurer |
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Signature Page to Amendment No. 2 to Third Amended and Restated Master Repurchase Agreement
ADMINISTRATIVE AGENT AND BUYER AUTHORIZATIONS
Any of the persons whose signatures and titles appear below, including any other authorized officers, are authorized, acting singly, to act for Administrative Agent and/or Buyers under this Agreement:
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Signature |
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Xxxxxxxx Xxxxxxxxx |
Vice President |
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Xxxx Xxxx |
Vice President |
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Xxxxxx Xxxxxx |
Vice President |
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Xxx Xxxxxxxxx |
Vice President |
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Xxxx Xxxx |
Vice President |
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Kwaw De Graft-Xxxxxxx |
Vice President |
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Xxxxxxx Xxxxxxxx |
Vice President |
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Xxxx Xxxxxx |
Vice President |
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Xxxxxx Xxxxxxxxx |
Vice President |
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Xxxxxxxx Xxxxx |
Vice President |
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Xxxxxxx Xxxxxxxx |
Vice President |
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Annex A
