Amendment No. 1 to the Second Amended and Restated Master Repurchase Agreement, dated as of March 15, 2024, by and among Atlas Securitized Products, L.P., Nexera Holding LLC, Citibank, N.A., PennyMac Corp., PennyMac Holdings, LLC, and PennyMac Mortgage Investment Trust
EXHIBIT 10.4
AMENDMENT NO. 1 TO THE SERIES 2017-VF1 REPURCHASE AGREEMENT
This Amendment No. 1 to the Series 2017-VF1 Repurchase Agreement (as defined below), is entered into as of March 15, 2024 (this “Amendment”), among ATLAS SECURITIZED PRODUCTS, L.P., as administrative agent (the “Administrative Agent”), NEXERA HOLDING LLC, as a buyer (“Nexera Buyer”), CITIBANK, N.A. (“Citibank”), as a buyer (“Citi Buyer” and together with Nexera Buyer, the “Buyers”) PENNYMAC CORP., as a seller (“PMC”), PENNYMAC HOLDINGS, LLC, as a seller (“PMH”, and, together with PMC, the “Sellers”) and PENNYMAC MORTGAGE INVESTMENT TRUST, as guarantor (the “VFN Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture (as defined below).
W I T N E S S E T H:
WHEREAS, the Administrative Agent, the Buyers and the Sellers are parties to that certain Second Amended and Restated Master Repurchase Agreement, dated as of October 10, 2023 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Series 2017-VF1 Repurchase Agreement”);
WHEREAS, the Administrative Agent, the Buyers, the Sellers and the VFN Guarantor have agreed, subject to the terms and conditions of this Amendment, that the Series 2017-VF1 Repurchase Agreement be amended to reflect the certain agreed upon revisions to the terms of the Series 2017-VF1 Repurchase Agreement;
WHEREAS, the VFN Guarantor is party to that certain Second Amended and Restated Guaranty, dated as of October 10, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “VFN Repo Guaranty”), by the VFN Guarantor in favor of the Buyers;
WHEREAS, as a condition precedent to amending the Series 2017-VF1 Repurchase Agreement, the Buyers have required the VFN Guarantor to ratify and affirm the VFN Repo Guaranty on the date hereof;
WHEREAS, PMT Issuer Trust – FMSR, as issuer (the “Issuer”), PMT Co-Issuer Trust I – FMSR, as co-issuer (the “Co-Issuer”), Citibank, as indenture trustee, calculation agent, paying agent and securities intermediary, PMC, as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), PMH, as co-issuer administrator (the “Co-Issuer Administrator”) and the Administrative Agent are parties to that certain Amended and Restated Based Indenture, dated as of October 10, 2023 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Base Indenture”), the provisions of which are incorporated, as modified by that certain Amended and Restated Series 2017-VF1 Indenture Supplement, dated as of October 10, 2023 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Series 2017-VF1 Indenture Supplement,” and together with the Base Indenture, the “Indenture”), among the Issuer, Co-Issuer, Citibank, the Servicer, the Administrator, the Co-Issuer Administrator and the Administrative Agent;
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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, neither PMC nor PMH shall 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 2017-VF1 Repurchase Agreement is a Transaction Document.
NOW THEREFORE, the Administrative Agent, the Buyers, the Sellers and the Guarantor hereby agree, in consideration of the mutual promises and mutual obligations set forth herein, that the Series 2017-VF1 Repurchase Agreement are hereby amended as follows:
“Program Agreements” means this Agreement, the Pricing Side Letter, each Side Letter Agreement, the VFN Repo Guaranty, the Subservicer Side Letter Agreement, the PC Repurchase Agreement, the PC Repo Guaranty, the Excess Spread Participation Agreement, the Retained Excess Spread Participation Agreement, the Base Indenture and the Series 2017-VF1 Indenture Supplement, as each of the same may hereafter be amended, restated, supplemented or otherwise modified from time to time; provided, however, that the Program Agreements shall not include any rights created pursuant to an indenture supplement other than the Series 2017-VF1 Indenture Supplement, or any rights under the Base Indenture or any other Program Agreements relating to such other indenture supplements.
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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/ Dominic Obaditch
Name: Dominic Obaditch
Title: Managing Director
NEXERA HOLDING LLC, as a Buyer
By: /s/ Steve Abreu
Name: Steve Abreu
Title: CEO
CITIBANK, N.A., as a Buyer
By: /s/ Arunthathi Theivakumaran
Name: Arunthathi Theivakumaran
Title: Vice President
Citibank, N.A.
PENNYMAC CORP., as a Seller
By: /s/ Pamela Marsh
Name: Pamela Marsh
Title: Senior Managing Director and Treasurer
PENNYMAC HOLDINGS, LLC, as a Seller
By: /s/ Pamela Marsh
Name: Pamela Marsh
Title: Senior Managing Director and Treasurer
PENNYMAC MORTGAGE INVESTMENT TRUST, as VFN Guarantor
By: /s/ Pamela Marsh
Name: Pamela Marsh
Title: Senior Managing Director and Treasurer
