PennyMac Mortgage Investment Trust Sample Contracts

PennyMac Mortgage Investment Trust – PENNYMAC MORTGAGE INVESTMENT TRUST 2009 EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT (February 26th, 2019)

THIS RESTRICTED SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of _________, 2019 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

PennyMac Mortgage Investment Trust – AMENDMENT NO. 15 TO MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT (February 26th, 2019)

Amendment No. 15 to Mortgage Loan Participation Purchase and Sale Agreement, dated as of June 29, 2018 (this “Amendment”), by and among Bank of America, N.A. (“Purchaser”), PennyMac Corp. (“Seller”), PennyMac Mortgage Investment Trust and PennyMac Operating Partnership, L.P. (individually and collectively, the “Guarantor”).

PennyMac Mortgage Investment Trust – AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT (February 26th, 2019)

Amendment No. 5 to Master Repurchase Agreement, dated as of June 29, 2018 (this “Amendment”), by and among Bank of America, N.A. (“Buyer”), PennyMac Operating Partnership, L.P. (“Seller”) and PennyMac Mortgage Investment Trust (“Guarantor”).

PennyMac Mortgage Investment Trust – AMENDMENT NO. 5 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (February 26th, 2019)

Amendment No. 5 to Second Amended and Restated Master Repurchase Agreement, dated as of February 11, 2019 (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., in their capacity as sellers (“POP”, together with PennyMac Holdings and PMC, each a “Seller” and, collectively, the “Sellers”), PMC REO Financing Trust, an asset subsidiary (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”).

PennyMac Mortgage Investment Trust – DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), AMENDMENT NO. 4 dated as of January 29, 2019 to the MASTER REPURCHASE AGREEMENT dated as of August 18, 2017 (February 26th, 2019)

This Amendment No. 4 to Master Repurchase Agreement, dated as of January 29, 2019 (this “Amendment”), is entered into by and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and PennyMac Corp. (“Seller”).  Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

PennyMac Mortgage Investment Trust – SECOND AMENDED AND RESTATED UNDERWRITING FEE REIMBURSEMENT AGREEMENT by and among PENNYMAC MORTGAGE INVESTMENT TRUST, PENNYMAC OPERATING PARTNERSHIP, L.P. and PNMAC CAPITAL MANAGEMENT, LLC Dated as of February 1, 2019 (February 26th, 2019)

SECOND AMENDED AND RESTATED UNDERWRITING FEE REIMBURSEMENT AGREEMENT, dated as of February 1, 2019, by and among PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), PennyMac Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), and PNMAC Capital Management, LLC, a Delaware limited liability company (the “Manager”).

PennyMac Mortgage Investment Trust – AMENDMENT NO. 6 TO MASTER REPURCHASE AGREEMENT (February 26th, 2019)

Amendment No. 6 to Master Repurchase Agreement, dated as of November 30, 2018 (this “Amendment”), by and among Bank of America, N.A. (“Buyer”), PennyMac Operating Partnership, L.P. (“Seller”) and PennyMac Mortgage Investment Trust (“Guarantor”).

PennyMac Mortgage Investment Trust – PENNYMAC MORTGAGE INVESTMENT TRUST 2009 EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT (February 26th, 2019)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of _______, 2019 (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

PennyMac Mortgage Investment Trust – DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), AMENDMENT NO. 3 dated as of December 31, 2018 to the MASTER REPURCHASE AGREEMENT dated as of August 18, 2017 (February 26th, 2019)

This Amendment No. 3 to Master Repurchase Agreement, dated as of December 31, 2018 (this “Amendment”), is entered into by and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and PennyMac Corp. (“Seller”).  Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

PennyMac Mortgage Investment Trust – PENNYMAC MORTGAGE INVESTMENT TRUST (a Maryland real estate investment trust) 7,000,000 Common Shares of Beneficial Interest PURCHASE AGREEMENT (February 14th, 2019)
PennyMac Mortgage Investment Trust – February 14, 2019 (February 14th, 2019)

We have served as Maryland counsel to PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Company”), in connection with certain matters of Maryland law arising out of the sale and issuance of up to 8,050,000 common shares (the “Shares”) of beneficial interest, $0.01 par value per share, of the Company (including up to 1,050,000 Shares that the underwriters in the Offering (as defined herein) have the option to purchase) in an underwritten public offering (the “Offering”), covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

PennyMac Mortgage Investment Trust – Media Investors Stephen Hagey Christopher Oltmann (February 8th, 2019)

Westlake Village, CA, February 7, 2019 – PennyMac Mortgage Investment Trust (NYSE: PMT) today reported net income attributable to common shareholders of $35.4 million, or $0.55 per common share on a diluted basis for the fourth quarter of 2018, on net investment income of $83.9 million. PMT previously announced a cash dividend for the fourth quarter of 2018 of $0.47 per common share of beneficial interest, which was declared on December 21, 2018, and paid on January 28, 2019.

PennyMac Mortgage Investment Trust – DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), AMENDMENT NO. 3 dated as of December 31, 2018 to the MASTER REPURCHASE AGREEMENT dated as of August 18, 2017 (January 4th, 2019)

This Amendment No. 3 to Master Repurchase Agreement, dated as of December 31, 2018 (this “Amendment”), is entered into by and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and PennyMac Corp. (“Seller”).  Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

PennyMac Mortgage Investment Trust – FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (November 7th, 2018)

The Parties have agreed to amend the Master Repurchase Agreement dated October 14, 2016 between them (the “Original MRA”, as amended by the First Amendment to Master Repurchase Agreement dated May 23, 2017, the Second Amendment to Master Repurchase Agreement dated July 31, 2017, the Third Amendment to Master Repurchase Agreement dated October 13, 2017 and the Fourth Amendment to Master Repurchase Agreement dated July 26, 2018 (the “Amended MRA”) and as amended hereby and as further supplemented, amended or restated from time to time (the “MRA”)), to extend the latest Termination Date and, in order to implement the Parties’ agreement that henceforth Freddie Mac Small Balance Mortgage Loans and Fannie Mae Small Mortgage Loans will not be eligible for purchase under the MRA, delete the Freddie Mac Small Balance Loans and Fannie Mae Small Mortgage Loans sublimit from the definition of Eligible Mortgage Loans (and appropriately modify related provisions of that definition), and they hereby

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER TWELVE to the MASTER REPURCHASE AGREEMENT Dated as of November 20, 2012, among PENNYMAC CORP. PENNYMAC OPERATING PARTNERSHIP, L.P., MORGAN STANLEY BANK. N.A. and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC (November 7th, 2018)

This AMENDMENT NUMBER TWELVE (this “Amendment Number Twelve”) is made this 24th day of August, 2018, among PENNYMAC CORP., a Delaware corporation, as seller, PennyMac Operating Partnership, L.P., a Delaware limited partnership (“POP” and together with PennyMac Corp., a “Seller” and jointly and severally, the “Sellers”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“Buyer”), and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“Agent”), to the Master Repurchase Agreement, dated as of November 20, 2012, between Sellers 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.

PennyMac Mortgage Investment Trust – DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as buyer (“Buyer”), and PENNYMAC CORP., as seller (“Seller”), AMENDMENT NO. 2 dated as of September 27, 2018 to the MASTER REPURCHASE AGREEMENT dated as of August 18, 2017 (November 7th, 2018)

This Amendment No. 2 to Master Repurchase Agreement, dated as of September 27, 2018 (this “Amendment”), is entered into by and among Deutsche Bank AG, Cayman Islands Branch (“Buyer”) and PennyMac Corp. (“Seller”).  Any capitalized terms not defined herein shall have the meaning assigned to such term in the Master Repurchase Agreement (as defined below).

PennyMac Mortgage Investment Trust – FOURTH AMENDMENT TO MASTER REPURCHASE AGREEMENT (November 7th, 2018)

The Parties have agreed to amend the Master Repurchase Agreement dated October 14, 2016 between them (the “Original MRA”, as amended by the First Amendment to Master Repurchase Agreement dated May 23, 2017, the Second Amendment to Master Repurchase Agreement dated July 31, 2017, and the Third Amendment to Master Repurchase Agreement dated October 13, 2017 (the “Amended MRA”) and as amended hereby and as further supplemented, amended or restated from time to time (the “MRA”)), to make certain changes to recognize that applicable Agency Guidelines permit mortgage insurance provided by the relevant Agency, in lieu of private mortgage insurance, for certain Mortgage Loans with Loan-to-Value Ratios in excess of eighty percent (80%), and they hereby amend the Amended MRA as follows.

PennyMac Mortgage Investment Trust – PennyMac Mortgage Investment Trust Reports Third Quarter 2018 Results (November 2nd, 2018)

Westlake Village, CA, November 1, 2018 – PennyMac Mortgage Investment Trust (NYSE: PMT) today reported net income attributable to common shareholders of $40.3 million, or $0.62 per common share on a diluted basis for the third quarter of 2018, on net investment income of $108.5 million. PMT previously announced a cash dividend for the third quarter of 2018 of $0.47 per common share of beneficial interest, which was declared on September 25, 2018, and paid on October 30, 2018.

PennyMac Mortgage Investment Trust – GUARANTY (August 8th, 2018)

THIS GUARANTY, dated as of August 3, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), is made by PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Guarantor”), in favor of BNP Paribas (the “Buyer”).

PennyMac Mortgage Investment Trust – MASTER REPURCHASE AGREEMENT (August 8th, 2018)

This is a MASTER REPURCHASE AGREEMENT, dated as of August 3, 2018 among PENNYMAC OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (including its successors in interest and permitted assigns, “POP”), PENNYMAC CORP., a Delaware corporation (including its successors in interest and permitted assigns, “PMC”, and together with POP, each individually a “Seller”, and collectively the “Sellers”) and PENNYMAC MORTGAGE INVESTMENT TRUST, a Maryland real estate investment trust (including its successors in interest and permitted assigns, the “Guarantor”) and BNP PARIBAS (including its successors in interest and permitted assigns and, with respect to Section 7, its participants, the “Buyer”).

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER TWO to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 1st day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Seller” and collectively, the “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and among Sellers, Servicer 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.

PennyMac Mortgage Investment Trust – AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT (August 7th, 2018)

Amendment No. 1 to Master Repurchase Agreement, dated as of May 3, 2018 (this “Amendment”), by and among PennyMac Operating Partnership, L.P. ( “POP”), PennyMac Corp. (“PMC”, and together with POP, each individually a “Seller”, and collectively the “Sellers”), PennyMac Mortgage Investment Trust (“Guarantor”) and Royal Bank of Canada (the “Buyer”).

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER THREE to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 9th day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Seller” and collectively, the “Sellers”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and among Sellers, Servicer 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.

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER FIVE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER FIVE (this “Amendment Number Five”) is made this 8th day of June, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and among Borrowers and Lender, 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.

PennyMac Mortgage Investment Trust – AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (August 7th, 2018)

Amendment No.1 to Second Amended and Restated Master Repurchase Agreement, dated as of April 27, 2018 (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 “Buyer”), Alpine Securitization LTD (a “Buyer”), PennyMac Operating Partnership, L.P. (the “Seller”) and PennyMac Mortgage Investment Trust (the “Guarantor”).

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER SIX to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER SIX (this “Amendment Number Six”) is made this 22nd day of June, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and among Borrowers and Lender, 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.

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER THREE to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 9th day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and among Borrowers and Lender, 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.

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER TWO to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 1st day of May, 2018, by and among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and among Seller, Servicer 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.

PennyMac Mortgage Investment Trust – PENNYMAC MORTGAGE INVESTMENT TRUST 2009 EQUITY INCENTIVE PLAN FORM OF PERFORMANCE SHARE UNIT AWARD AGREEMENT (August 7th, 2018)

THIS PERFORMANCE SHARE UNIT AWARD AGREEMENT (the “Agreement”), effective as of _________ (the “Grant Date”), is made by and between PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the “Trust”), and _______________ (the “Grantee”).

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER TWO to the SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Dated as of March 24, 2017, by and among PENNYMAC HOLDINGS, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) is made this 1st day of May, 2018, by and among PENNYMAC CORP. (“PMAC”), PENNYMAC HOLDINGS, LLC (together with PMAC, each a “Borrower” and collectively, the “Borrowers”) and CITIBANK, N.A. (“Lender”), to the Second Amended and Restated Loan and Security Agreement, dated as of March 24, 2017, by and among Borrowers and Lender, 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.

PennyMac Mortgage Investment Trust – AMENDMENT NUMBER THREE to the AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT Dated as of March 3, 2017, by and among PENNYMAC LOAN SERVICES, LLC, PENNYMAC CORP. and CITIBANK, N.A. (August 7th, 2018)

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) is made this 9th day of May, 2018, by and among PENNYMAC CORP. (“Seller”), PENNYMAC LOAN SERVICES, LLC (“Servicer”) and CITIBANK, N.A. (“Buyer”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and among Seller, Servicer 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.

PennyMac Mortgage Investment Trust – AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT (August 7th, 2018)

Amendment No. 4 to Second Amended and Restated Master Repurchase Agreement, dated as of April 27, 2018 (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., in their capacity as sellers (“POP”, together with PennyMac Holdings and PMC, each a “Seller” and, collectively, the “Sellers”), PMC REO Financing Trust, an asset subsidiary (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”).

PennyMac Mortgage Investment Trust – Media Investors (August 2nd, 2018)

Westlake Village, CA, August 2, 2018 – PennyMac Mortgage Investment Trust (NYSE: PMT) today reported net income attributable to common shareholders of $30.2 million, or $0.47 per common share on a diluted basis, for the second quarter of 2018, on net investment income of $83.0 million. PMT previously announced a cash dividend for the second quarter of 2018 of $0.47 per common share of beneficial interest, which was declared on June 27, 2018, and paid on July 30, 2018.

PennyMac Mortgage Investment Trust – AMENDED AND RESTATED GUARANTY by (July 6th, 2018)

This AMENDED AND RESTATED GUARANTY, dated as of June 29, 2018 (as may be amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), is made by PennyMac Mortgage Investment Trust (“Guarantor”), in favor of Credit Suisse AG, Cayman Islands Branch (“CSCIB” or a “Buyer”) and Citibank, N.A. (“Citi” or a “Buyer,” and together with CSCIB, the “Buyers”).

PennyMac Mortgage Investment Trust – PMT ISSUER TRUST - FMSR, as Issuer and CITIBANK, N.A., as Indenture Trustee, Calculation Agent, Paying Agent and Securities Intermediary and PENNYMAC CORP. as Administrator and as Servicer and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as Administrative Agent and consented to by CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Noteholder and CITIBANK, N.A., as Noteholder AMENDMENT NO. 1 Dated as of June 29, 2018 to the SERIES 2017-VF1 INDENTURE SUPPLEMENT Dated as of December 20, 2017 PMT ISSUER TRUST - FMSR MSR COLLATERALIZED NOTES, SERIES 2017-VF1 (July 6th, 2018)

This Amendment No. 1 to the Series 2017-VF1 Indenture Supplement (this “Amendment”) is dated as of June 29, 2018, by and among PMT ISSUER TRUST - FMSR, as issuer (the “Issuer”), CITIBANK, N.A. (“Citibank”), as indenture trustee (the “Indenture Trustee”), PENNYMAC CORP., as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, as administrative agent (the “Administrative Agent”), and is consented to by CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CSCIB”) and CITIBANK, N.A. (“Citi”), together, the noteholders of 100% of Outstanding Notes (the “Noteholders”).