This FIRST SUPPLEMENTAL INDENTURE, dated as of October 19, 2020 (this “Supplemental Indenture”), is among PennyMac Financial Services, Inc., a Delaware corporation (the “Issuer”), the Guarantors listed on Schedule A hereto (the “Guarantors” and, collectively with the Issuer, the “PennyMac Parties”), and U.S. Bank National Association, as trustee (the “Trustee”) under the Indenture referred to below.
WHEREAS, the Issuer, the Guarantors and the Trustee have executed and delivered an indenture, dated as of September 29, 2020 (the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), providing for the issuance by the Issuer of $500,000,000 principal amount of its 5.375% Senior Notes due 2025 (the “2025 Notes”);
WHEREAS, on September 29, 2020, the Issuer issued $500,000,000 aggregate principal amount of 2025 Notes (the “Initial Notes”) pursuant to the Base Indenture;
WHEREAS, Sections 2.02 and 9.01 of the Base Indenture provide that, without notice to or consent of the Holders, the Issuer may, from time to time and in accordance therewith, create and issue Additional Notes (subject to the Issuer’s compliance with Article Ten of the Indenture), and such Additional Notes shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise as the Initial Notes;
WHEREAS, each of the PennyMac Parties desires to execute and deliver this Supplemental Indenture for the purpose of issuing $150,000,000 in aggregate principal amount of additional 2025 Notes (the “Additional Senior Notes” and, together with the Initial Notes, the “Notes”);
WHEREAS, the Additional Senior Notes shall constitute Additional Notes pursuant to the Indenture; and
WHEREAS, pursuant to the satisfaction of the conditions set forth in Section 9.03 of the Base Indenture, the Trustee is authorized and directed to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to establish the terms of the Additional Senior Notes, the PennyMac Parties and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of Additional Senior Notes as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Base Indenture.
(2) Reference to and Effect on Base Indenture. Upon the date hereof, each reference in the Base Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to the Base Indenture as supplemented by this Supplemental Indenture, unless the context requires otherwise. This Supplemental Indenture shall form a part of the Base Indenture for all purposes.