JOINT AMENDMENT NO. 5 TO THE SERIES 2021-MSRVF1 REPURCHASE AGREEMENT AND AMENDMENT NO. 4 TO THE SERIES 2021-MSRVF1 PRICING SIDE LETTER
EXHIBIT 10.2
EXECUTION VERSION
JOINT AMENDMENT NO. 5 TO THE SERIES 2021-MSRVF1 REPURCHASE AGREEMENT AND AMENDMENT NO. 4 TO THE SERIES 2021-MSRVF1 PRICING SIDE LETTER
This Joint Amendment No. 5 to the Series 2021-MSRVF1 Repurchase Agreement (as defined below) and Amendment No. 4 to the Series 2021-MSRVF1 Pricing Side Letter (as defined below), is entered into as of June 28, 2024 (this “Amendment”), among ATLAS SECURITIZED PRODUCTS, L.P. (the “Administrative Agent”), NEXERA HOLDING LLC (“Nexera” or the “Buyer”) and PennyMac Loan Services, LLC (“PLS” or the “Seller”) and acknowledged by PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as guarantor (the “Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Series 2021-MSRVF1 Repurchase Agreement (as defined below).
W I T N E S S E T H:
WHEREAS, the Administrative Agent, the Buyer, the Seller are parties to that certain Master Repurchase Agreement, dated as of April 28, 2021 (as amended by Amendment No. 1, dated September 8, 2021, Amendment No. 2, dated as of December 29, 2021, Amendment No. 3, dated as of March 16, 2023, and Amendment No. 4, dated as of June 27, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2021-MSRVF1 Repurchase Agreement”) and the related Pricing Side Letter, dated as of April 28, 2021 (as amended by Amendment No. 1, dated as of May 31, 2022, Amendment No. 2, dated as of March 16, 2023, and Amendment No. 3, dated as of June 27, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2021-MSRVF1 Pricing Side Letter”);
WHEREAS, the Administrative Agent, the Buyer and the Seller have agreed, subject to the terms and conditions of this Amendment, that the Series 2021-MSRVF1 Repurchase Agreement and the Series 2021-MSRVF1 Pricing Side Letter be amended to reflect the certain agreed upon revisions to the terms of the Series 2021-MSRVF1 Repurchase Agreement and the Series 2021-MSRVF1 Pricing Side Letter;
WHEREAS, the Guarantor is party to that certain Guaranty, dated as of April 28, 2021 (as amended, restated, supplemented or otherwise modified from time to time, the “VFN Repo Guaranty”), by the Guarantor in favor of the Buyer;
WHEREAS, as a condition precedent to amending the Series 2021-MSRVF1 Repurchase Agreement and the Series 2021-MSRVF1 Pricing Side Letter, the Buyer has required the Guarantor to ratify and affirm the VFN Repo Guaranty on the date hereof;
WHEREAS, PFSI ISSUER TRUST - FMSR, as issuer (the “Issuer”), Citibank, N.A., as indenture trustee (in such capacity, the “Indenture Trustee”), as calculation agent (in such capacity, the “Calculation Agent”), as paying agent (in such capacity, the “Paying Agent”) and as securities intermediary (in such capacity, the “Securities Intermediary”), PLS, as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), and the Administrative Agent are parties to that certain Base Indenture, dated as of April 28, 2021 (as may
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be amended, restated, supplemented, or otherwise modified from time to time, the “Base Indenture”), as supplemented by the Series 2021-MSRVF1 Indenture Supplement, dated as April 28, 2021 (as amended by Amendment No. 1, dated as of January 20, 2023, Amendment No. 2, dated as of June 27, 2023, and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Series 2021-MSRVF1 Indenture Supplement”);
WHEREAS, pursuant to Section 10.3(e)(iii) of the Base Indenture, so long as any Note is Outstanding and until all obligations have been paid in full, PLS shall not consent to any amendment, modification or waiver of any term or condition of any Transaction Document, without the prior written consent of the Administrative Agent; and
WHEREAS, the Series 2021-MSRVF1 Repurchase Agreement and the Series 2021-MSRVF1 Pricing Side Letter are Transaction Documents.
NOW THEREFORE, the Administrative Agent, the Buyer and the Seller hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Series 2021-MSRVF1 Repurchase Agreement and the Series 2021-MSRVF1 Pricing Side Letter are hereby amended as follows:
“Benchmark” means, with respect to any date of determination, the Daily Simple SOFR or, if applicable, a Benchmark Replacement Rate. It is understood that the Benchmark shall be adjusted on a daily basis.
Seller may enter into Transactions with Buyers under this Agreement on any Purchase Date; provided, that Seller shall have given Administrative Agent and Buyers irrevocable notice (each, a “Transaction Notice”), which notice (i) shall be substantially in the form of Exhibit A, (ii) shall be signed by a Responsible Officer of Seller and be received by Administrative Agent and Buyers prior to 1:00 p.m. (New York time) (a) twenty (20) calendar days with respect to any Committed Amount or (b) two (2) Business Days with respect to any amounts other than a Committed Amount, in each case, prior to the related Purchase Date, and (iii) shall specify: (A) the Maximum VFN Principal Balance of the Note; (B) the Initial Note Balance of the Note; (C) the Dollar amount of the requested Purchase Price; (D) the requested Purchase Date; (E) the Repurchase Date; (F) the Pricing Rate or Repurchase Price applicable to the Transaction; and (G)
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any additional terms or conditions of the Transaction not inconsistent with this Agreement. Each Transaction Notice on any Purchase Date shall be in an amount equal to at least $500,000.
Commitment Fee and Other Fees. Seller shall pay the Commitment Fee and any other fees, if any, as specified in any side letter related to this Agreement. Such payment shall be made in Dollars in immediately available funds, without deduction, set off or counterclaim, to Administrative Agent at such account designated in writing by Administrative Agent.
(f) Fees. Administrative Agent and Buyers shall have received payment in full of all fees and Expenses (including the Commitment Fee and any other fees set forth in any side letter related to this Agreement, if any) which are payable hereunder to Administrative Agent and Buyers on or before such date.
(i) Fees. Administrative Agent and Buyers shall have received payment in full of all fees and Expenses (including the Commitment Fee and any other fees set forth in any side letter related to this Agreement, if any) which are payable hereunder to Administrative Agent and Buyers on or before such date.
(8)promptly upon the creation, incurrence, assumption or existence of any of the following, notice thereof:
a.any Guarantees, except (x) to the extent reflected in Seller’s financial statements or notes thereto and (y) to the extent the aggregate Guarantees of Seller do not exceed $250,000; and
b.additional material Indebtedness other than (w) the Existing Indebtedness specified on Exhibit B hereto; (x) Indebtedness incurred with Buyers or their Affiliates; (y) Indebtedness incurred in connection with new or existing secured lending facilities; and (z) usual and customary accounts payable for a mortgage company.
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(j) Judgment. A final judgment or judgments for the payment of money in excess of 5% of Seller’s Net Worth shall be rendered against Seller or any of their Affiliates by one or more courts, administrative tribunals or other bodies having jurisdiction, and the same shall not be satisfied, discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution thereof shall not be procured, within thirty (30) days from the date of entry thereof.
(a) This Agreement and its terms, provisions, supplements and amendments, and notices hereunder, are proprietary to Buyers or Seller, as applicable and shall be held by each party hereto, as applicable in strict confidence and shall not be disclosed to any third party without the written consent of the Required Buyers or Seller, except for (i) disclosure to Buyers’ or Seller’s direct and indirect Affiliates and Subsidiaries, attorneys or accountants, but only to the extent such disclosure is necessary and such parties agree to hold all information in strict confidence, or (ii) disclosure required by law, rule, regulation or order of a court or other regulatory body. Notwithstanding the foregoing or anything to the contrary contained herein or in any other Program Agreements, the parties hereto may disclose to any and all Persons, without limitation of any kind, the federal, state and local tax treatment of the Transactions, any fact relevant to understanding the federal, state and local tax treatment of the Transactions, and all materials of any kind (including opinions or other tax analyses) relating to such federal, state and local tax treatment and that may be relevant to understanding such tax treatment; provided that Seller may not disclose the name of or identifying information with respect to Buyers or any pricing terms (including the Pricing Rate, Purchase Price Percentage, Purchase Price and Commitment Fee and any other fees set forth in any side letter related to this Agreement (if any)) or other nonpublic business or financial information (including any sublimits) that is unrelated to the federal, state and local tax treatment of the Transactions and is not relevant to understanding the federal, state and local tax treatment of the Transactions, without the prior written consent of Administrative Agent and Xxxxxx.
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“Committed Amount” means, with respect to each Buyer, the lesser of (a) the Nexera Committed Amount or (b) such Buyer’s Committed Amount, in each case, as may be modified from time to time in accordance with the terms set forth in the applicable Side Letter Agreement. If a Buyer’s Committed Amount is modified (a “Commitment Modification”), each other Buyer’s Committed Amount shall be adjusted by a corresponding amount to maintain equal Pro Rata Shares between the Buyers at all times, and each Buyer’s Committed Amount shall subsequently adjust in equal Pro Rata Shares to the extent permitted under the terms of the applicable Side Letter Agreement; provided, however, that the aggregate Committed Amount for all Buyers shall not exceed $200,000,000 nor shall the individual Committed Amount for any Buyer exceed $200,000,000, at any time. For the avoidance of doubt, the provisions of Section 2.02(b) of the Repurchase Agreement shall govern in the event that there is a Defaulting Buyer, subject to the terms provided under the Non-Defaulting Buyer’s Side Letter Agreement.
“Maximum Purchase Price” means, with respect to each Buyer the lesser of (a) the Nexera Maximum Purchase Price or (b) any other Buyer’s Maximum Purchase Price, in each case, as may be modified from time to time in accordance with the terms set forth in the applicable Side Letter Agreement. If a Buyer’s Maximum Purchase Price is modified (a “Maximum Purchase Price Modification”), each other Buyer’s Maximum Purchase Price shall be adjusted by a corresponding amount to maintain equal Pro Rata Shares between the Buyers at all times, and each Buyer’s Maximum Purchase Price shall subsequently adjust in equal Pro Rata Shares to the extent permitted under the terms of the applicable Side Letter Agreement; provided, however, that the aggregate Maximum Purchase Price for all Buyers shall not exceed $3,000,000,000 nor shall the individual Maximum Purchase Price for any Buyer exceed $3,000,000,000 at any time. For the avoidance of doubt, the provisions of Section 2.02(b) of the Repurchase Agreement shall govern in the event that there is a Defaulting Buyer, subject to the terms provided under any Non-Defaulting Buyer’s Side Letter Agreement.
“Termination Date” means the earliest of (a) June 26, 2026; (b) the Obligations having become immediately due and payable pursuant to Section 7.03 of the Repurchase Agreement; (c) upon termination of the Indenture and (d) at Buyers’ or Seller’s option pursuant to Section 2.15 of the Repurchase Agreement. The parties hereto will use their best efforts to agree to renewal terms to the Agreement and extend clause (a) of this definition no later than March 2025.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURES FOLLOW.]
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IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed as of the date first above written.
| ATLAS SECURITIZED PRODUCTS, L.P., as Administrative Agent | |
| | |
| By: Atlas Securitized Products GP, LLC, its general partner | |
| | |
| By: | /s/ Xxxxxxx Xxxxxxxx |
| Name: | Xxxxxxx Xxxxxxxx |
| Title: | Managing Director |
[PFSI Issuer Trust – FMSR – Joint Amendment No. 5 to the Series 2021-MSRVF1 Repurchase Agreement and Amendment No. 4 to Series 2021-MSRVF1 Repo Pricing Side Letter]
| NEXERA HOLDING LLC, as Buyer and as 100% of the VFN Noteholder of the Outstanding Notes | |
| | |
| By: | /s/ Xxxxxx X. Xxxxx |
| Name: | Xxxxx Xxxxx |
| Title: | CEO |
[PFSI Issuer Trust – FMSR – Joint Amendment No. 5 to the Series 2021-MSRVF1 Repurchase Agreement and Amendment No. 4 to Series 2021-MSRVF1 Repo Pricing Side Letter]
| PENNYMAC LOAN SERVICES, LLC, as Seller | |
| | |
| By: | /s/ Xxxxxx Xxxxx |
| Name: | Xxxxxx Xxxxx |
| Title: | Senior Managing Director and Treasurer |
[PFSI Issuer Trust – FMSR – Joint Amendment No. 5 to the Series 2021-MSRVF1 Repurchase Agreement and Amendment No. 4 to Series 2021-MSRVF1 Repo Pricing Side Letter]
| PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC, as Guarantor | |
| | |
| By: | /s/ Xxxxxx Xxxxx |
| Name: | Xxxxxx Xxxxx |
| Title: | Senior Managing Director and Treasurer |
[PFSI Issuer Trust – FMSR – Joint Amendment No. 5 to the Series 2021-MSRVF1 Repurchase Agreement and Amendment No. 4 to Series 2021-MSRVF1 Repo Pricing Side Letter]
