FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENT

Dated as of May 23, 2017

Between:

PENNYMAC CORP., as a Seller

and

PENNYMAC OPERATING PARTNERSHIP, L.P., as a Seller

and

JPMORGAN CHASE BANK, N.A., as Buyer

The Parties have agreed to amend the Master Repurchase Agreement dated October 14, 2016 between them (the “Original MRA” and as amended hereby and as further supplemented, amended or restated from time to time (the “MRA”)), to (i) move the provisions of the Side Letter stating the terms of Buyer’s committed facility and Buyer’s  discretionary facility for Sellers from the Side Letter to the MRA and (ii) revise the Jumbo Loans sublimit, and they hereby amend the Original MRA as follows.

All capitalized terms used in the Original MRA and used, but not defined differently, in this amendment (the “First Amendment to MRA”) have the same meanings here as there.

2.Definitions; Interpretation

(a) Definitions

A.  Clause (xx) of the definition of “Eligible Mortgage Loan” is amended to read as follows:

(xx)if a Jumbo Loan, whose Purchase Price, when added to the sum of the Purchase Prices of all other Jumbo Loans that are then subject to Transactions, is less than or equal to Ten Million Dollars ($10,000,000) (or such other amount as may be determined by Buyer in its sole discretion and specified in a written notice from Buyer to any Seller from time to time);

B.  The following definition is amended to read as follows:

“Facility Amount” is defined in Section 3.

C.  The following new definitions are added to Section 2(a), in alphabetical order:

“Committed Facility” is defined in Section 3.

“Committed Facility Amount” is defined in Section 3.

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“First Amendment to MRA” means the First Amendment to Master Repurchase Agreement dated May 23, 2017 among the Parties, amending this Agreement (for the first time).

“Uncommitted Facility Amount” is defined in Section 3.

3.Facilities; Initiation; Confirmations; Termination

The caption of Section 3 is amended to read as the caption above reads, and the following new unnumbered paragraph is inserted immediately after the caption and before Section 3(a):

Subject to the terms and conditions set forth in this Agreement and the Side Letter, Buyer (i) agrees and is committed to enter into Transactions from time to time with respect to Eligible Mortgage Loans having a maximum aggregate Purchase Price outstanding at any one time of Fifty Million Dollars ($50,000,000) (such maximum amount, the “Committed Facility Amount”), from May 23, 2017 (the effective date of the First Amendment to MRA) until the Termination Date (such facility, the “Committed Facility”), and (ii) agrees to consider engaging, on an uncommitted and wholly discretionary basis, in additional Transactions from time to time from May 23, 2017 until the Termination Date and (only) when the Committed Facility Amount is fully funded and outstanding, of up to a maximum aggregate Purchase Price outstanding at any one time of Four Hundred Fifty Million Dollars ($450,000,000) more than the Committed Facility Amount (the “Uncommitted Facility Amount”.  The Five Hundred Million Dollar ($500,000,000) sum of the Committed Facility Amount and the Uncommitted Facility Amount is the “Facility Amount”.

15.Notices and Other Communications

The first notice address for Buyer is amended to read as follows:

JPMorgan Chase Bank, N.A.

000 Xxxx Xxxxxx, 0xx Xxxxx Xxxxx

Xxxxxxx, Xxxxx 00000

Attention:  Xxxxx Xxxxxxxxxxxxx

Phone:  713) 000-0000

Fax:  (000) 000-0000

email:  xxxxx.x.xxxxxxxxxxxxx@xxxxxxxx.xxx

(The remainder of this page is intentionally blank; counterpart signature pages follow)

2

As amended hereby, the Original MRA remains in full force and effect, and the Parties hereby ratify and confirm it.

JPMORGAN CHASE BANK, N.A.
By:	/s/ Xxxxx Xxxxxxxxxxxxx
	Xxxxx Xxxxxxxxxxxxx
	Authorized Officer
PennyMac Corp.
By:	/s/ Xxxxxx Xxxxx
	Xxxxxx Xxxxx
	Managing Director, Treasurer
PennyMac OPERATING PARTNERSHIP, L.P.
By:	PennyMac GP OP, Inc.,
	its general partner
By:	/s/ Xxxxxx Xxxxx
	Xxxxxx Xxxxx
	Managing Director, Treasurer

Unnumbered counterpart signature page to First Amendment to Master Repurchase Agreement dated May 23, 2017