AMENDMENT NUMBER FOUR to the AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (Fannie Mae MSRs) dated as of January 22, 2016 among BARCLAYS BANK PLC and PENNYMAC CORP. and PENNYMAC HOLDINGS, LLC and PENNYMAC MORTGAGE INVESTMENT TRUST
Exhibit 10.88
AMENDMENT NUMBER FOUR
to the
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
(Xxxxxx Xxx MSRs)
dated as of January 22, 2016
among
BARCLAYS BANK PLC
and
PENNYMAC CORP.
and
PENNYMAC HOLDINGS, LLC
and
PENNYMAC MORTGAGE INVESTMENT TRUST
This AMENDMENT NUMBER FOUR (this “Amendment”) is made as of this 24th day of March, 2017, by and among Barclays Bank PLC (the “Lender”), PennyMac Mortgage Investment Trust (the “Guarantor”), PennyMac Holdings, LLC (“Holdings”) and PennyMac Corp. (“PCM” and, together with Holdings, the “Borrowers”), and amends that certain Amended and Restated Loan and Security Agreement, dated as of January 22, 2016, as amended by Amendment Number One, dated as of August 31, 2016, Amendment Number Two, dated as of December 2, 2016 and Amendment Number Three, dated as of January 30, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”), by and among the Lender, the Guarantor and the Borrowers.
WHEREAS, the Lender, the Guarantor and the Borrowers have agreed to amend the Loan Agreement as more particularly set forth herein.
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 the date hereof:
(a)Section 1.1 of Schedule I of the Loan Agreement is hereby amended by deleting the defined term “Available Facility Amount” in its entirety and replacing such term with the following:
“Available Facility Amount” means $220,000,000, subject to the Optional Available Facility Amount Decrease; provided however that at no time may the Outstanding Aggregate Loan Amount exceed:
(A) the Borrowing Base; or
(B) the amount that, when added to the aggregate principal amounts outstanding under the Repo Agreement, would equal the Maximum Aggregate Purchase Price (as such term is defined in the Repo Agreement).
If the Lender is financing Xxxxxxx Mac servicing rights for the Borrower and no other lender is providing such financing (as evidenced by the termination of any related acknowledgment agreement), the Available Facility Amount will be decreased by the amount that the Lender is funding to the Borrower with respect to such Xxxxxxx Mac servicing rights.
(b)Section 1.1 of Schedule I of the Loan Agreement is hereby amended by deleting the defined term “Optional Available Facility Amount Decrease” in its entirety.
(c)Schedule 5.02 of the Loan Agreement is hereby amended by deleting the word “and” appearing at the end of clause (i) thereof, replacing the “.” appearing at the end of clause (j) thereof with “; and” and adding the following as new clauses (k), (l), (m) and (n) in their proper alphabetical sequence:
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(k)The delivery of an executed release by Citibank, N.A., in form and substance satisfactory to the Lender, evidence the release of its security interest in the Xxxxxx Mae Servicing Rights subject to the lien of the Amended and Restated Loan and Security Agreement (as amended or supplemented from time to time) dated as of September 15, 2016, by and among PennyMac Corp., a Delaware corporation, PennyMac Holdings, LLC and Citibank, N.A., a national banking association;
(l)The delivery of state and federal lien search reports with respect to the Borrowers covering the five-year period prior to the date hereof;
(m)The due filing of UCC financing statements on Form UCC3, in form and substance satisfactory to the Lender, with respect to (i) the UCC1 initial financing statement file number 20165654239, filed by Citibank, N.A. with the Delaware Secretary of State on September 15, 2016 and the UCC1 initial financing statement file number 20165654304, filed by Citibank, N.A. with the Delaware Secretary of State on September 15, 2016; and
(n)The due filing of UCC financing statements on Form UCC1, in form and substance satisfactory to the Lender with respect to the security interests granted by the Borrowers to the Lender hereunder.
SECTION 2.Fees and Expenses. Borrowers agree to pay to Lender all fees and out of pocket expenses incurred by Lender in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Lender incurred in connection with this Amendment, in accordance with Section 3.03 of the Loan Agreement.
SECTION 3.Defined Terms. Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Loan Agreement.
SECTION 4.Limited Effect. Except as amended hereby, the Loan Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Loan 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 Loan Agreement, any reference in any of such items to the Loan Agreement being sufficient to refer to the Loan Agreement as amended hereby.
SECTION 5.Representations. In order to induce Lender to execute and deliver this Amendment, each of the Borrowers and the Guarantor hereby represents to Lender that as of the date hereof, (i) each of the Borrowers and the Guarantor is in full compliance with all of the terms and conditions of the Facility Documents and remains bound by the terms thereof, and (ii) no default or event of default has occurred and is continuing under the Facility Documents.
SECTION 6.Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of the State of New York, without regard to principles of conflicts of laws (other than Sections 5-1401 and 5‑1402 of the New York General Obligations Law which shall be applicable).
SECTION 7.Counterparts. For the purpose of facilitating the execution of this Amendment, and for other purposes, this Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.
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(a)This Amendment shall be binding upon the parties hereto and their respective successors and assigns.
(b)The various headings and sub-headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or the Loan Agreement or any provision hereof or thereof.
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IN WITNESS WHEREOF, the Lender, the Guarantor and the Borrowers have each caused their names to be duly signed to this Amendment by their respective officers thereunto duly authorized, all as of the date first above written.
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BARCLAYS BANK PLC, |
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as Lender |
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By: |
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/s/ Xxxxx Xxxxxxx |
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Name: |
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Xxxxx Xxxxxxx |
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Title: |
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Director |
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PENNYMAC CORP., |
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as a Borrower |
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By: |
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/s/ Xxxxxx Xxxxx |
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Name: |
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Xxxxxx Xxxxx |
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Title: |
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Managing Director, Treasurer |
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PENNYMAC HOLDINGS, LLC, |
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as a Borrower |
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By: |
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/s/ Xxxxxx Xxxxx |
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Name: |
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Xxxxxx Xxxxx |
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Title: |
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Managing Director, Treasurer |
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as Guarantor |
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By: |
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/s/ Xxxxxx Xxxxx |
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Name: |
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Xxxxxx Xxxxx |
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Title: |
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Managing Director, Treasurer |
