Amendment No. 1 to Amended and Restated Series 2017-VF1 Indenture Supplement, dated as of June 28, 2024, by and among PMT ISSUER TRUST - FMSR, PMT CO-ISSUER TRUST I - FMSR, Citibank, N.A., PennyMac Corp., PennyMac Holdings, LLC, and Atlas Securitized Products, L.P
EXHIBIT 10.3
AMENDMENT NO. 1 TO SERIES 2017-VF1 INDENTURE SUPPLEMENT
This Amendment No. 1 to the Series 2017-VF1 Indenture Supplement (as defined herein) (this “Amendment”) is dated as of June 28, 2024, by and among PMT ISSUER TRUST - FMSR, as issuer (the “Issuer”), PMT CO-ISSUER TRUST I - FMSR, as co-issuer (the “Co-Issuer” and together with the Issuer, the “Issuer Trusts”), CITIBANK, N.A. (“Citibank”), as indenture trustee (the “Indenture Trustee”), PENNYMAC CORP. (“PMC”), as administrator (in such capacity, the “Administrator”) and as servicer (in such capacity, the “Servicer”), PENNYMAC HOLDINGS, LLC (“PMH”), as co-issuer administrator (in such capacity, the “Co-Issuer Administrator”), and ATLAS SECURITIZED PRODUCTS, L.P., as administrative agent (the “Administrative Agent”), and is consented to by NEXERA HOLDING LLC (“Nexera”) and Citibank, together, the noteholders of 100% of Outstanding Notes (the “Noteholders”).
RECITALS
WHEREAS, the Issuer Trusts, the Indenture Trustee, the Administrator, the Co-Issuer Administrator, the Servicer and the Administrative Agent are parties to that certain Amended and Restated Base Indenture, dated as of October 10, 2023 (as may be further 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 further amended, restated, supplement or otherwise modified from time to time, the “Series 2017-VF1 Indenture Supplement”, and together with the Base Indenture, the “Indenture”), among the Issuer Trusts, Citibank, the Servicer, the Administrator, the Co-Issuer Administrator and the Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Indenture;
WHEREAS, the Issuer Trusts, the Indenture Trustee, the Administrator, the Co-Issuer Administrator, the Servicer, the Administrative Agent and the Noteholders have agreed, subject to the terms and conditions of this Amendment, that the Series 2017-VF1 Indenture Supplement be amended to reflect certain agreed upon revisions to the terms of the Series 2017-VF1 Indenture Supplement;
WHEREAS, pursuant to Section 12.2 of the Base Indenture, the Issuer Trusts, the Indenture Trustee, the Administrator, the Co-Issuer Administrator, the Servicer and the Administrative Agent, with prior notice to each Note Rating Agency and the consent of the Majority Noteholders of each Series materially and adversely affected by such amendment, by Act of said Noteholders delivered to the Issuer Trusts, the Administrator, the Servicer, the Administrative Agent and the Indenture Trustee, upon delivery of an Issuer Tax Opinion (unless the Noteholders unanimously consent to waive such opinion), for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, any Indenture Supplement;
WHEREAS, pursuant to Section 12.3 of the Base Indenture, in executing or accepting the additional trusts created by any amendment or Indenture Supplement of the Base Indenture permitted by Article XII or the modifications thereby of the trusts created by the Base Indenture, the Indenture Trustee will be entitled to receive, and (subject to Section 11.1 of the Base Indenture) will be fully protected in relying upon, an Opinion of Counsel stating that the execution of such
amendment or Indenture Supplement is authorized and permitted by the Base Indenture and that all conditions precedent thereto have been satisfied (the “Authorization Opinion”); provided, that no such Authorization Opinion shall be required in connection with any amendment or Indenture Supplement consented to by all Noteholders if all of the Noteholders have directed the Indenture Trustee in writing to execute such amendment or Indenture Supplement;
WHEREAS, pursuant to Section 1.3 of the Base Indenture, the Issuer Trusts shall deliver an Officer’s Certificate stating that all conditions precedent, if any, provided for in the Base Indenture relating to a proposed action have been complied with and that the Issuer Trusts reasonably believe that this Amendment will not have a material Adverse Effect, and shall also furnish to the Indenture Trustee an opinion of counsel stating that in the opinion of such counsel all conditions precedent to a proposed action, if any, have been complied with (unless 100% of the Noteholders have consented to the related amendment, modification or action and all of the Noteholders have directed the Indenture Trustee in writing to execute such amendment or supplement, or with respect or with respect to any other modification or action, directed the Indenture Trustee in writing to permit such modification or action without receiving such certificate or opinion);
WHEREAS, pursuant to Section 11.1 of the Trust Agreement, prior to the execution of any amendment to any Transaction Documents to which the Trust is a party, the Owner Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Trust Agreement and that all conditions precedent have been met;
WHEREAS, pursuant to Section 4.1(a)(iii) of the Trust Agreement, the consent of each of the Owners (as defined in the Trust Agreement) (unless an Event of Default has occurred and is continuing), the Administrative Agent and the Series Required Noteholders of all Variable Funding Notes is required for the amendment or other change to any Transaction Document in circumstances where the consent of any Noteholder or the Administrative Agent is required (other than an amendment or supplement to the Base Indenture pursuant to Section 12.1 thereof);
WHEREAS, there is currently one Outstanding Series of Notes, the Series 2017-VF1 Note (the “Series 2017-VF1 Note”), which was issued to PMC and PMH, pursuant to the terms of the Series 2017-VF1 Indenture Supplement, and which was purchased by Nexera and Citibank under the Second Amended and Restated Master Repurchase Agreement, dated as of October 10, 2023, by and among the Administrative Agent, Nexera, as a buyer, Citibank, as a buyer, PMC, as a seller, and PMH, as a seller (as amended by Amendment No. 1, dated as of March 15, 2024, and Amendment No. 2, dated as of June 28, 2024, and as may be further amended, restated, supplement or otherwise modified from time to time, the “Series 2017-VF1 Repurchase Agreement”), pursuant to which each of PMC and PMH sold all of its respective rights, title and interest in the Series 2017-VF1 Note to Nexera and Citibank;
WHEREAS, (i) pursuant to the Issuer Trust Agreement, PMC is the sole Owner of the Issuer and pursuant to the Co-Issuer Trust Agreement, PMH is the sole Owner of the Co-Issuer, and (ii) pursuant to the Series 2017-VF1 Indenture Supplement, with respect to the Series 2017-VF1 Note, any Action provided by the Base Indenture or the Series 2017-VF1 Indenture
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Supplement to be given or taken by a Noteholder shall be taken by the VFN Repo Buyer, as the buyer of the Series 2017-VF1 Note under the Series 2017-VF1 Repurchase Agreement;
WHEREAS, pursuant to Section 11 of the Series 2017-VF1 Indenture Supplement, the parties hereto may enter into an amendment to supplement, amend or revise any term or provision of the Series 2017-VF1 Indenture Supplement pursuant to the terms and provisions of Section 12.2 of the Base Indenture with the consent of the Noteholders of 100% of the Outstanding Notes; and
WHEREAS, as of the date hereof, the Series 2017-VF1 Note is rated BBB- (sf) by the Note Rating Agency.
NOW, THEREFORE, the Issuer Trusts, Indenture Trustee, the Administrator, the Co-Issuer Administrator, the Servicer and the Administrative Agent hereby agree, in consideration of the amendments, agreements and other provisions herein contained and of certain other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties hereto, that the Series 2017-VF1 Indenture Supplement is 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; provided, that, Benchmark for the three (3) Business Days prior to the related Payment Date shall be fixed at Benchmark for the third (3rd) Business Day prior to the related Payment Date.
“VFN Repo Buyers” means Nexera and the buyers named under the Series 2017-VF1 Repurchase Agreement from time to time, and each of their permitted successors and assigns.
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[Signature Pages 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.
PMT ISSUER TRUST – FMSR, as Issuer
By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Owner Trustee
By: /s/ Mark H. Brzoska
Name: Mark H. Brzoska
Title: Vice President
PMT CO-ISSUER TRUST I – FMSR, as Co-Issuer
By: Wilmington Savings Fund Society, FSB, not in its individual capacity but solely as Owner Trustee
By: /s/ Mark H. Brzoska
Name: Mark H. Brzoska
Title: Vice President
PENNYMAC CORP., as Servicer and as Administrator
By: /s/ Pamela Marsh
Name: Pamela Marsh
Title: Senior Managing Director and Treasurer
PENNYMAC HOLDINGS, LLC., as Co-Issuer Administrator
By: /s/ Pamela Marsh
Name: Pamela Marsh
Title: Senior Managing Director and Treasurer
CITIBANK, N.A., as Indenture Trustee, and not in its individual capacity
By: /s/ Valerie Delgado
Name: Valerie Delgado
Title: Senior Trust Officer
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
ATLAS SECURITIZED PRODUCTS, L.P., solely in its capacity as Administrative Agent on behalf of Nexera Holding LLC, as VFN Repo Buyer
By: Atlas Securitized Products GP, LLC, its general partner
By: /s/ Dominic Obaditch
Name: Dominic Obaditch
Title: Managing Director
CONSENTED TO BY:
NEXERA HOLDING LLC, as a VFN Repo Buyer and as a noteholder of the Series 2017-VF1 Note
By: /s/ Steven M. Abreu
Name: Steve Abreu
Title: CEO
CONSENTED TO BY:
CITIBANK, N.A., as a VFN Repo Buyer and as a noteholder of the Series 2017-VF1 Note
By: /s/ James Kessler
Name: James Kessler
Title: Attorney in Fact
