Third Amendment to the
Amended and Restated
Limited Partnership Agreement
PennyMac Operating Partnership, L.P.
This Third Amendment (this Amendment) is made as of August 24, 2021 by and among PennyMac GP OP, Inc., a Delaware corporation, as the general partner (the General Partner) of PennyMac Operating Partnership, L.P., a Delaware limited partnership (the Partnership), and as attorney-in-fact for the Persons named on Exhibit A to the Amended and Restated Limited Partnership Agreement of PennyMac Operating Partnership, L.P., dated as of August 4, 2009, as amended (the Partnership Agreement), for the purpose of amending the Partnership Agreement. Capitalized terms used herein and not defined shall have the meanings given to them in the Partnership Agreement.
WHEREAS, the Board of Trustees (the Board) of PennyMac Mortgage Investment Trust, a Maryland real estate investment trust (the Company), by resolutions duly adopted on August 4, 2021, and the Pricing Committee of the Board, by resolutions duly adopted on August 17, 2021, classified and designated 11,500,000 Preferred Shares (as defined in the Declaration of Trust of the Company (the Declaration of Trust)) as REIT Series C Preferred Shares (as defined below);
WHEREAS, the Company filed Articles Supplementary to the Declaration of Trust (the Series C Articles Supplementary) with the State Department of Assessments and Taxation of Maryland on August 19, 2021, establishing the REIT Series C Preferred Shares, with such preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption as described in the Series C Articles Supplementary;
WHEREAS, on August 24, 2021, the Company issued 10,000,000 REIT Series C Preferred Shares and may issue up to an additional 1,500,000 REIT Series C Preferred Shares pursuant to a 30-day option granted by the Company to the Underwriters (as defined below) pursuant to that certain Purchase Agreement, dated August 17, 2021, by and among the Company, the Partnership and PNMAC Capital Management, LLC, on the one hand, and Morgan Stanley & Co. LLC, BofA Securities, Inc., Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the Underwriters), on the other hand; and
WHEREAS, the General Partner has determined that, in connection with the issuance of the REIT Series C Preferred Shares, it is necessary and desirable to amend the Partnership Agreement to create additional Partnership Units having designations, preferences and other rights which are substantially the same as the economic rights of the REIT Series C Preferred Shares.