PENNYMAC FINANCIAL SERVICES, INC. (Form: 8-K, Received: 06/21/2017 16:40:52)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2017

PennyMac Financial Services, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-35916	80-0882793
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)


3043 Townsgate Road, Westlake Village, California	91361
(Address of principal executive offices)	(Zip Code)

(818) 224‑7442

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On June 16, 2017, PennyMac Financial Services, Inc. (the “Company”), through two of its controlled subsidiaries, PennyMac Loan Services, LLC (“PLS”) and Private National Mortgage Acceptance Company, LLC (“PNMAC”), entered into the following three amendments to financing arrangements with Barclays Bank PLC (“Barclays”): (i) an amendment (the “Barclays Repurchase Amendment”) to its Master Repurchase Agreement, dated as of December 4, 2015, by and among Barclays, PLS and PNMAC (the “Barclays Repurchase Agreement”); (ii) an amendment (the “Barclays Participation Amendment”) to its Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 4, 2015, by and among Barclays, PLS and PNMAC (the “Barclays Participation Agreement”); and (iii) an amendment (the “Barclays Loan Amendment”) to its Loan and Security Agreement, dated as of December 4, 2015, by and between Barclays, PLS and PNMAC (the “Barclays Loan Agreement”).

On June 19, 2017, the Company, through PLS, also entered into an amendment (the “Citi Repurchase Amendment”) to its Master Repurchase Agreement, dated as of March 3, 2017, by and among Citibank, N.A. (“Citi”) and PLS (the “Citi Repurchase Agreement”).

On June 20, 2017, the Company, through PLS, also entered into an amendment (the “Morgan Stanley Amendment”) to its Master Repurchase Agreement, dated as of July 2, 2013, by and between Morgan Stanley Bank, N.A. (“Morgan Stanley”) and PLS (the “Morgan Stanley Repurchase Agreement”).

Barclays Repurchase Agreement

Pursuant to the terms of the Barclays Repurchase Agreement, PLS may sell, and later repurchase, newly originated mortgage loans. The Barclays Repurchase Agreement is used to fund newly originated mortgage loans that are originated through PLS’ consumer direct lending channel or purchased from correspondent sellers through a subsidiary of PennyMac Mortgage Investment Trust (NYSE: PMT) and, in either case, held by PLS pending sale and/or securitization. The obligations of PLS under the Barclays Repurchase Agreement are fully guaranteed by PNMAC and the mortgage loans are serviced by PLS. The maximum aggregate purchase price provided for in the Barclays Repurchase Agreement is currently $500 million as the result of a temporary increase. After September 30, 2017, the maximum aggregate purchase price under the Barclays Repurchase Agreement will revert back to $300 million.

Under the terms of the Barclays Repurchase Amendment, the committed amount was increased from $80 million to $130 million, the available amount of which is reduced by the sum of (a) the aggregate purchase price of all outstanding transactions under the Barclays Participation Agreement and related to the committed amount thereunder, and (b) the aggregate outstanding loan amount under the Barclays Loan Agreement. The uncommitted amount is reduced by the aggregate purchase price of all outstanding transactions under the Barclays Participation Agreement and related to the uncommitted amount thereunder. The Company, through PLS, is required to pay Barclays all fees and out of pocket expenses associated with the preparation of the Barclays Repurchase Amendment. All other terms and conditions of the Barclays Repurchase Agreement remain the same in all material respects.

The foregoing descriptions of the Barclays Repurchase Amendment, the Barclays Repurchase Agreement and the related guaranty do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Barclays Repurchase Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.1; and (ii) the description of the Barclays Repurchase Agreement in the Company’s Current Report on Form 8-K as filed on December 10, 2015, the full text of the Barclays Repurchase Agreement attached thereto as Exhibit 10.1, and the full text of all other amendments filed thereafter with the Securities and Exchange Commission (“SEC”).

Barclays Participation Agreement

Pursuant to the terms of the Barclays Participation Agreement, PLS may sell to Barclays participation certificates, each of which represents an undivided beneficial ownership interest in a pool of mortgage loans that have been pooled with Fannie Mae or Freddie Mac and are pending securitization. The obligations of PLS under the Barclays Participation Agreement are fully guaranteed by PNMAC and the mortgage loans are serviced by PLS. The maximum aggregate principal amount provided for in the Barclays Participation Agreement is currently $500 million as the result of a temporary increase. After September 30, 2017, the maximum aggregate purchase price under the Barclays Participation Agreement will revert back to $300 million.

Under the terms of the Barclays Participation Amendment, the committed amount was increased from $80 million to $130 million, the available amount of which is reduced by the sum of (a) the aggregate purchase price of all outstanding transactions under the Barclays Repurchase Agreement and related to the committed amount thereunder, and (b) the aggregate outstanding loan amount under the Barclays Loan Agreement. The uncommitted amount is reduced by the aggregate purchase price of all outstanding transactions under the Barclays Repurchase Agreement and related to the uncommitted amount thereunder. The Company, through PLS, is required to pay Barclays all fees and out of pocket expenses associated with the preparation of the Barclays Participation Amendment. All other terms and conditions of the Barclays Participation Agreement remain the same in all material respects.

The foregoing descriptions of the Barclays Participation Amendment, the Barclays Participation Agreement and the related guaranty do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Barclays Participation Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.2; and (ii) the description of the Barclays Participation Agreement in the Company’s Current Report on Form 8-K as filed on December 10, 2015, the full text of the Barclays Participation Agreement attached thereto as Exhibit 10.2, and the full text of all other amendments filed thereafter with the SEC.

Barclays Loan Agreement

Pursuant to the terms of the Barclays Loan Agreement, PLS may finance certain of its mortgage servicing rights relating to mortgage loans pooled into Fannie Mae and Freddie Mac securities (the “MSRs”). The scheduled maturity date for the Barclays Loan Agreement is December 1, 2017. The obligations of PLS under the Barclays Loan Agreement are fully guaranteed by PNMAC, and the mortgage loans relating to the MSRs are serviced by PLS.

Under the terms of the Barclays Loan Amendment, the maximum outstanding loan amount that PLS may use to finance MSRs was increased from $80 million to $130 million. The Company, through PLS, is required to pay Barclays all fees and out of pocket expenses associated with the preparation of the Barclays Loan Amendment. All other terms and conditions of the Barclays Loan Agreement remain the same in all material respects.

The foregoing descriptions of the Barclays Loan Amendment, the Barclays Loan Agreement and the related guaranty do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Barclays Loan Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.3; and (ii) the description of the Barclays Loan Agreement in the Company’s Current Report on Form 8-K as filed on December 10, 2015, the full text of the Barclays Loan Agreement attached thereto as Exhibit 10.3, and the full text of all other amendments filed thereafter with the SEC.

Citi Repurchase Agreement

Pursuant to the terms of the Citi Repurchase Agreement, PLS may sell to, and later repurchase from, Citi certain newly originated mortgage loans that are originated through PLS’ consumer direct lending channel or purchased from correspondent sellers through a subsidiary of PMT and, in either case, held by PLS pending sale and/or securitization. The obligations of PLS under the Citi Repurchase Agreement are fully guaranteed by PNMAC and the mortgage loans are serviced by PLS. The Citi Repurchase Agreement is committed to March 2, 2018.

Under the terms of the Citi Repurchase Amendment, the maximum aggregate purchase price provided for in the Citi Repurchase Agreement was increased from $400 million to $700 million. The committed amount was also increased from $200 million to $275 million. The Company, through PLS, is required to pay Citi an additional commitment fee relating to the Citi Repurchase Amendment, as well as certain other fees and out of pocket expenses. All other terms and conditions of the Citi Repurchase Agreement remain the same in all material respects.

The foregoing descriptions of the Citi Repurchase Amendment, the Citi Repurchase Agreement and the related guaranty do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Citi Repurchase Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.4; (ii) the description of the Citi Repurchase Agreement in the Company’s Current Report on Form 8-K as filed on March 8, 2017 and the full text of the Citi Repurchase Agreement attached thereto as Exhibit 10.1; and (iii) the full text of the related guaranty, which was filed as Exhibit 10.61 to the Company’s Annual Report on Form 10-K as filed on March 13, 2015.

Morgan Stanley Repurchase Agreement

Pursuant to the terms of the Morgan Stanley Repurchase Agreement, PLS may sell to, and later repurchase from, Morgan Stanley certain newly originated mortgage loans that are originated through PLS’ consumer direct lending channel or purchased from correspondent sellers through a subsidiary of PMT and, in either case, held by PLS pending sale and/or securitization. The obligations of PLS under the Morgan Stanley Repurchase Agreement are fully guaranteed by PNMAC and the mortgage loans are serviced by PLS. The Morgan Stanley Repurchase Agreement is committed to August 25, 2017.

Under the terms of the Morgan Stanley Repurchase Amendment, the maximum aggregate purchase price provided for in the Morgan Stanley Repurchase Agreement was increased from $300 million to $500 million, $175 million of which is committed. The Company, through PLS, is required to pay Morgan Stanley all fees and out of pocket expenses associated with the preparation of the Morgan Stanley Repurchase Amendment. All other terms and conditions of the Morgan Stanley Repurchase Agreement remain the same in all material respects.

The foregoing descriptions of the Morgan Stanley Repurchase Amendment, the Morgan Stanley Repurchase Agreement and the related guaranty do not purport to be complete and are qualified in their entirety by reference to (i) the full text of the Morgan Stanley Repurchase Amendment, which has been filed with this Current Report on Form 8-K as Exhibit 10.5; (ii) the descriptions of the Morgan Stanley Repurchase Agreement and the related guaranty in the Company’s Current Report on Form 8-K as filed on July 8, 2013; (iii) the full text of the Morgan Stanley Repurchase Agreement and the related guaranty attached thereto as Exhibit 1.1 and Exhibit 1.2, respectively; and (iv) the full text of all other amendments to the Morgan Stanley Repurchase Agreement filed thereafter with the SEC.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 8.01 Other Events.

On June 21, 2017, the Company also issued a press release announcing that its Board of Directors approved a $50 million stock repurchase program. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.	Description

10.1	Amendment Number Four to the Master Repurchase Agreement, dated as of June 16, 2017, among Barclays Bank PLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC
10.2	Amendment Number Three to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of June 16, 2017, among PennyMac Loan Services, LLC and Barclays Bank PLC
10.3	Amendment Number Four to the Loan and Security Agreement, dated as of June 16, 2017, among PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC and Barclays Bank PLC
10.4	Amendment Number One to the Amended and Restated Master Repurchase Agreement, dated as of June 19, 2017, among PennyMac Loan Services, LLC and Citibank, N.A.
10.5	Amendment Number Nine to the Master Repurchase Agreement, dated as of June 20, 2017, among PennyMac Loan Services, LLC, Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC
99.1	Press release, dated June 21, 2017, issued by PennyMac Financial Services, Inc. pertaining to its $50 million stock repurchase program

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	PENNYMAC FINANCIAL SERVICES, INC.



Dated: June 21, 2017	/s/ Andrew S. Chang
	Andrew S. Chang Senior Managing Director and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.	Description

10.1	Amendment Number Four to the Master Repurchase Agreement, dated as of June 16, 2017, among Barclays Bank PLC, PennyMac Loan Services, LLC and Private National Mortgage Acceptance Company, LLC
10.2	Amendment Number Three to the Mortgage Loan Participation Purchase and Sale Agreement, dated as of June 16, 2017, among PennyMac Loan Services, LLC and Barclays Bank PLC
10.3	Amendment Number Four to the Loan and Security Agreement, dated as of June 16, 2017, among PennyMac Loan Services, LLC, Private National Mortgage Acceptance Company, LLC and Barclays Bank PLC
10.4	Amendment Number One to the Amended and Restated Master Repurchase Agreement, dated as of June 19, 2017, among PennyMac Loan Services, LLC and Citibank, N.A.
10.5	Amendment Number Nine to the Master Repurchase Agreement, dated as of June 20, 2017, among PennyMac Loan Services, LLC, Morgan Stanley Bank, N.A. and Morgan Stanley Mortgage Capital Holdings LLC
99.1	Press release, dated June 21, 2017, issued by PennyMac Financial Services, Inc. pertaining to its $50 million stock repurchase program

Exhibit 10.1

EXECUTION

AMENDMENT NUMBER FOUR

to the

MASTER REPURCHASE AGREEMENT

dated as of December 4, 2015

among

BARCLAYS BANK PLC

and

PENNYMAC LOAN SERVICES, LLC

and

PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

This AMENDMENT NUMBER FOUR (this “ Amendment ”) is made as of this 16 th day of June, 2017, by and among Barclays Bank PLC (the “ Purchaser ” and the “ Agent ”), Private National Mortgage Acceptance Company, LLC (the “ Guarantor ”) and PennyMac Loan Services, LLC (the “ Seller ”), and amends that certain Master Repurchase Agreement, dated as of December 4, 2015, as amended by Amendment Number One, dated as of September 29, 2016, Amendment Number Two, dated as December 2, 2016 and Amendment Number Three, dated as of May 3, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Repurchase Agreement ”), by and among the Purchaser, the Agent, the Guarantor and the Seller.

WHEREAS, the Purchaser, the Agent, the Guarantor and the Seller have agreed to amend the Repurchase 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. Amendments . Effective as of the date hereof,

(a) Section 2 of the Repurchase Agreement is hereby amended by deleting the defined term “Committed Amount” in its entirety and replacing such term with the following:

“ Committed Amount ” means an amount equal to $130,000,000, minus the sum of (i) the MSR Facility Borrowed Amount and (ii) the Aggregate EPF Purchase Price for all transactions in respect of the Committed Amount (as defined in the Mortgage Loan Participation Purchase and Sale Agreement) under the Mortgage Loan Participation Purchase and Sale Agreement, on a committed basis.

(b) The Repurchase Agreement is hereby amended by adding the following as a new section of the Repurchase Agreement in its proper numerical sequence:

40. CONTRACTUAL RECOGNITION OF UK STAY IN RESOLUTION .

(a) Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being an “ Affected Party ”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination right under this Agreement‎ against the Affected Party to the extent that it would be entitled to do so under

the Special Resolution Regime if this Agreement were governed by the laws of any part of the United Kingdom.

(b) For the purpose of this Section, “resolution measure” means a ‘crisis prevention measure’, ‘crisis management measure’ or ‘recognised third-country resolution action’, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015”, as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules ; “BRRD undertaking”, “group”, “Special Resolution Regime” and “termination right” have the respective meanings given in the PRA Contractual Stay Rules.

SECTION 2. Fees and Expenses . Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 23 of the Repurchase Agreement.

SECTION 3. Defined Terms . Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Repurchase Agreement.

SECTION 4. Limited Effect . Except as amended hereby, the Repurchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Repurchase 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 Repurchase Agreement, any reference in any of such items to the Repurchase Agreement being sufficient to refer to the Repurchase Agreement as amended hereby.

SECTION 5. Representations . In order to induce Purchaser to execute and deliver this Amendment, each of the Guarantor and the Seller hereby represents to Purchaser that as of the date hereof, (i) each of the Guarantor and the Seller is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof, and (ii) no default or event of default has occurred and is continuing under the Program 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 conflict 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.

SECTION 8. Miscellaneous .

(a) This Amendment shall be binding upon the parties hereto and their respective

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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 Repurchase Agreement or any provision hereof or thereof.

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IN WITNESS WHEREOF, the Purchaser, the Agent, the Guarantor and the Seller 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.



BARCLAYS BANK PLC ,
as Purchaser and Agent


By:	/s/ Joseph O’Doherty
Name:		Joseph O’Doherty
Title:		Managing Director



PENNYMAC LOAN SERVICES, LLC ,
as Seller


By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer



PRIVATE NATIONAL MORTGAGE
ACCEPTANCE COMPANY, LLC ,
as Guarantor


By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer

Amendment Number Four to Master Repurchase Agreement

Exhibit 10.2

EXECUTION

AMENDMENT NUMBER THREE

to the

MORTGAGE LOAN PARTICIPATION PURCHASE AND SALE AGREEMENT

dated as of December 4, 2015

between

BARCLAYS BANK PLC

and

PENNYMAC LOAN SERVICES, LLC

This AMENDMENT NUMBER THREE (this “ Amendment ”) is made as of this 16 th day of June, 2017, by and between Barclays Bank PLC (the “ Purchaser ” and the “ Agent ”) and PennyMac Loan Services, LLC (the “ Seller ” and the “ Servicer ”), and amends that certain Mortgage Loan Participation Purchase and Sale Agreement, dated as of December 4, 2015, as amended by Amendment Number One, dated as of December 2, 2016 and Amendment Number Two, dated as of May 3, 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “ Purchase Agreement ”), by and between the Purchaser, the Agent, the Servicer and the Seller.

WHEREAS, the Purchaser, the Agent, the Servicer and the Seller have agreed to amend the Purchase Agreement as more particularly set forth herein.

SECTION 1. Amendment . Effective as of the date hereof, Section 1 of the Purchase Agreement is hereby amended by deleting the definition of “Committed Amount” in its entirety and replacing such term with the following:

“ Committed Amount ” means an amount equal to $130,000,000, minus the sum of (i) the MSR Facility Borrowed Amount and (ii) the Aggregate MRA Purchase Price for all transactions in respect of the Committed Amount (as defined in the Master Repurchase Agreement) under the Master Repurchase Agreement, on a committed basis.

SECTION 3. Defined Terms . Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.

SECTION 4. Limited Effect . Except as amended hereby, the Purchase Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Purchase 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 Purchase Agreement, any reference in any of such items to the Purchase Agreement being sufficient to refer to the Purchase Agreement as amended hereby.

SECTION 5. Representations . In order to induce Purchaser to execute and deliver this Amendment, PennyMac Loan Services, LLC, in its capacities as Seller and Servicer, hereby represents to Purchaser that as of the date hereof, (i) it is in full compliance with all of the terms and conditions of the Program Documents and remains bound by the terms thereof and (ii) no default or event of default has occurred and is continuing under the Program 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 8. Miscellaneous .

(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 Purchase Agreement or any provision hereof or thereof.

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IN WITNESS WHEREOF, the Purchaser, the Agent, the Servicer and the Seller 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.



BARCLAYS BANK PLC ,
as Purchaser and Agent


By:	/s/ Joseph O’Doherty
Name:		Joseph O’Doherty
Title:		Managing Director



PENNYMAC LOAN SERVICES, LLC ,
as Seller and Servicer


By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer

Amendment Number Three to Mortgage Loan Participation Purchase and Sale Agreement

Exhibit 10.3

EXECUTION

AMENDMENT NUMBER FOUR

to the

LOAN AND SECURITY AGREEMENT

dated as of December 4, 2015

among

BARCLAYS BANK PLC

and

PENNYMAC LOAN SERVICES, LLC

and

PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

This AMENDMENT NUMBER FOUR (this “ Amendment ”) is made as of this 16 th day of June, 2017, by and among Barclays Bank PLC (the “ Lender ”), Private National Mortgage Acceptance Company, LLC (the “ Guarantor ”) and PennyMac Loan Services, LLC (the “ Borrower ”), and amends that certain Loan and Security Agreement, dated as of December 4, 2015, as amended by Amendment Number One, dated as of February 26, 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 Borrower.

WHEREAS, the Lender, the Guarantor and the Borrower have agreed to amend the Loan Agreement as more particularly set forth herein.

SECTION 1. Amendments . 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 it with the following:

“ Available Facility Amount ” means $130,000,000; 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).

(b) Section 1.1 of Schedule I of the Loan Agreement is hereby amended by deleting the defined term “Optional Available Facility Amount Increase” in its entirety.

SECTION 2. Fees and Expenses . Borrower agrees 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 Guarantor and the Borrower hereby represents to Lender that as of the date hereof, (i) each of the Guarantor and the Borrower 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 8. Miscellaneous .

(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 Borrower 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.



BARCLAYS BANK PLC ,
as Lender


By:	/s/ Joseph O’Doherty
Name:		Joseph O’Doherty
Title:		Managing Director



PENNYMAC LOAN SERVICES, LLC ,
as Borrower


By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer



PRIVATE NATIONAL MORTGAGE
ACCEPTANCE COMPANY, LLC ,
as Guarantor


By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer

Amendment Number Four to Loan and Security Agreement

Exhibit 10.4

EXECUTION

AMENDMENT NUMBER ONE

to the

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

Dated as of March 3, 2017,

by and between

PENNYMAC LOAN SERVICES, LLC

and

CITIBANK, N.A.

This AMENDMENT NUMBER ONE (this “ Amendment Number One ”) is made this 19th day of June, 2017, by and between PENNYMAC LOAN SERVICES, LLC (“Seller”) and CITIBANK, N.A. (“ Buyer ”), to the Amended and Restated Master Repurchase Agreement, dated as of March 3, 2017, by and between Seller and Buyer, as such agreement may be amended from time to time (the “ Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Seller and Buyer have agreed to amend the Agreement as more specifically set forth herein; and

WHEREAS, as of the date hereof, Seller represents to Buyer that the Seller Parties are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document.

Section 1. Amendments . Effective as of June 19, 2017 (the “ Amendment Effective Date ”), the Agreement is hereby amended as follows:

(a) Section 2 of the Agreement is hereby amended by deleting the definitions of “Commitment Fee”, “Committed Amount” and “Uncommitted Amount “ in their entirety and replacing them as follows:

“ Commitment Fee ” shall have the meaning assigned to it in the Pricing Side Letter. For the avoidance of doubt, all references to the Commitment Fee in this Agreement shall also include the Additional Commitment Fee.

“ Committed Amount ” shall mean $275,000,000.

“ Uncommitted Amount ” shall mean $425,000,000.

(b) Section 2 of the Agreement is hereby amended by adding the new definition of “Additional Commitment Fee” in the appropriate alphabetical order to read as follows:

“ Additional Commitment Fee ” shall have the meaning assigned to it in the Pricing Side Letter.

Section 2. Fees and Expenses . Seller agrees to pay to Buyer all reasonable out of pocket costs and expenses incurred by Buyer in connection with this Amendment Number One (including all reasonable fees and out of pocket costs and expenses of the Buyer’s legal counsel) in accordance with Sections 23 and 25 of the Agreement.

Section 3. Representations . Seller hereby represents to Buyer that as of the date hereof, the Seller Parties are in full compliance with all of the terms and conditions of the Agreement and each other Program Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Program Document .

Section 4. Binding Effect; Governing Law . This Amendment Number One shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER SEVENTEEN SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 5. Counterparts . This Amendment Number One may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 6. Limited Effect . Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number One need not be made in the 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 Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, Seller and Buyer have caused this Amendment Number One to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.



PENNYMAC LOAN SERVICES, LLC,
(Seller)


By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer



CITIBANK, N.A.
(Seller)


By:	/s/ Susan Mills
Name:		Susan Mills
Title:		Vice President
		Citibank, N.A.


Acknowledged:

PRIVATE NATIONAL MORTGAGE ACCEPTANCE COMPANY, LLC

By:	/s/ Pamela Marsh
Name:		Pamela Marsh
Title:		Managing Director, Treasurer

Amendment Number One to Amended and Restated Master Repurchase Agreement PLS-Agency

Exhibit 10.5

EXECUTION COPY

AMENDMENT NUMBER NINE

to the

MASTER REPURCHASE AGREEMENT

Dated as of July 2, 2013,

among

PENNYMAC LOAN SERVICES, LLC,

MORGAN STANLEY BANK. N.A.

and

MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC

This AMENDMENT NUMBER NINE (this “ Amendment Number Nine ”) is made this 20 th day of June, 2017, among PENNYMAC LOAN SERVICES, LLC a Delaware limited liability company, as seller (“ Seller ”), MORGAN STANLEY BANK, N.A., a national banking association, as buyer (“ Buyer ”) and MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company, as agent for Buyer (“ Agent ”), to the Master Repurchase Agreement, dated as of July 2, 2013, between Seller and Buyer, as such agreement may be amended from time to time (the “ Agreement ”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.

RECITALS

WHEREAS, Seller, Buyer and Agent have agreed to amend the Agreement to modify the definition of Indebtedness and the wire instructions thereunder, as more specifically set forth herein; and

WHEREAS, as of the date hereof, Seller represents to Buyer and Agent that Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Repurchase Document.

Section 1. Amendment . Effective as of June 20, 2017 (the “ Amendment Effective Date ”),

(a) the defined term "Total Indebtedness" in Section 1.01 of the Agreement is hereby amended to read in its entirety as follows:

“ Total Indebtedness ” shall mean, for any period, the aggregate Indebtedness of the Seller during such period less the amount of any nonspecific balance sheet reserves maintained in accordance with GAAP and less the amount of any non-recourse debt and any intercompany debt between the Seller and its Affiliates.

(b) the defined term "Uncommitted Amount" in Section 1.01 of the Agreement is hereby amended to read in its entirety as follows:

“ Uncommitted Amount ” shall mean $325,000,000.

(a) the wire instructions in Section 3.01(a) of the Agreement are hereby amended to read in their entirety as follows:

Account No. ********, CITIBANK NYC, ABA No. ***-000-***, Attn: Whole Loans, Ref: PennyMac

(b) the wire instructions in Section 12.02(c) of the Agreement are hereby amended to read in their entirety as follows:

Account No: ********, CITIBANK NYC, ABA No. ***-000-***, Attn: Whole Loans, Ref: PennyMac

Section 2. Defined Terms . Any terms capitalized but not otherwise defined herein shall have the respective meanings set forth in the Agreement.

Section 3. Effectiveness . This Amendment Number Nine shall become effective as of the date that the Agent shall have received:

(a) counterparts hereof duly executed by each of the parties hereto, and

(b) counterparts of that certain Amendment Number Seven to the Pricing Side Letter, dated as of the date hereof, duly executed by each of the parties thereto.

Section 4. Fees and Expenses . Seller agrees to pay to Buyer and Agent all reasonable out of pocket costs and expenses incurred by Buyer or Agent in connection with this Amendment Number Nine (including all reasonable fees and out of pocket costs and expenses of Buyer’s or Agent’s legal counsel) in accordance with Section 13.04 and 13.06 of the Agreement.

Section 5. Representations . Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Nine, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is continuing under the Agreement or any other Repurchase Document .

Section 6. Binding Effect; Governing Law . This Amendment Number Nine shall be binding and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT NUMBER NINE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH SHALL GOVERN).

Section 7. Counterparts . This Amendment Number Nine may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.

Section 8. Limited Effect . Except as amended hereby, the Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment Number Nine need not be made in the 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 Agreement, any reference in any of such items to the Agreement being sufficient to refer to the Agreement as amended hereby.

[Signature Page Follows]

IN WITNESS WHEREOF, Seller, Buyer and Agent have caused this Amendment Number Nine to be executed and delivered by their duly authorized officers as of the Amendment Effective Date.



	PENNYMAC LOAN SERVICES, LLC
	(Seller)


	By:	/s/ Pamela Marsh
	Name:	Pamela Marsh
	Title:	Managing Director, Treasurer



	MORGAN STANLEY BANK, N.A.
	(Buyer)


	By:	/s/ Sajid Zaidi
	Name:	Sajid Zaidi
	Title:	Authorized Signatory



	MORGAN STANLEY MORTGAGE CAPITAL
	HOLDINGS LLC
	(Agent)


	By:	/s/ Christopher Schmidt
	Name:	Christopher Schmidt
	Title:	Vice President


Amendment Number Nine to Master Repurchase Agreement

Exhibit 99.1

	Media	Investors
	Stephen Hagey	Christopher Oltmann
	(805) 530-5817	(818) 264-4907

PennyMac Financial Services, Inc. Announces

$50 Million Stock Repurchase Program

Westlake Village, CA, June 21, 2017 – PennyMac Financial Services, Inc. (NYSE: PFSI) (the “Company”) today announced that its Board of Directors has authorized a stock repurchase program under which the Company may repurchase up to $50 million of its outstanding Class A common stock.

“We believe that the repurchase of common stock will enhance value for our stockholders,” said Executive Chairman Stanford L. Kurland. “PennyMac has repeatedly generated after-tax returns on equity that compare favorably, on a risk-adjusted basis, to other investment opportunities available to us. Our strong capital position enables us to deploy capital in stock repurchases alongside our mortgage banking activities and potential MSR acquisitions.”

The repurchase program allows the Company to repurchase its Class A common stock using open market stock purchases or privately negotiated transactions in accordance with applicable rules and regulations. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume and general market conditions, along with working capital requirements, general business conditions, applicable legal requirements and other factors. The stock repurchase program does not have an expiration date and the authorization does not obligate the Company to acquire any particular amount of Class A common stock. The stock repurchase program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice. The Company intends to finance the stock repurchase program through cash on hand.

About PennyMac Financial Services, Inc.

PennyMac Financial Services, Inc. is a specialty financial services firm with a comprehensive mortgage platform and integrated business focused on the production and servicing of U.S.

mortgage loans and the management of investments related to the U.S. mortgage market. PennyMac Financial Services, Inc. trades on the New York Stock Exchange under the symbol “PFSI.” Additional information about PennyMac Financial Services, Inc. is available at www.ir.pennymacfinancial.com

Forward Looking Statements

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, regarding management’s beliefs, estimates, projections and assumptions with respect to, among other things, the Company’s financial results, future operations, business plans and investment strategies, as well as industry and market conditions, all of which are subject to change. Words like “believe,” “expect,” “anticipate,” “promise,” “plan,” and other expressions or words of similar meanings, as well as future or conditional verbs such as “will,” “would,” “should,” “could,” or “may” are generally intended to identify forward-looking statements. Actual results and operations for any future period may vary materially from those projected herein and from past results discussed herein. Factors which could cause actual results to differ materially from historical results or those anticipated include, but are not limited to: the continually changing federal, state and local laws and regulations applicable to the highly regulated industry in which we operate; lawsuits or governmental actions that may result from any noncompliance with the laws and regulations applicable to our businesses; the mortgage lending and servicing-related regulations promulgated by the Consumer Financial Protection Bureau and its enforcement of these regulations; our dependence on U.S. government ‑ sponsored entities and changes in their current roles or their guarantees or guidelines; changes to government mortgage modification programs; the licensing and operational requirements of states and other jurisdictions applicable to the Company’s businesses, to which our bank competitors are not subject; foreclosure delays and changes in foreclosure practices; certain banking regulations that may limit our business activities; our dependence on the multifamily and commercial real estate sectors for future originations of commercial mortgage loans and other commercial real estate related loans; changes in macroeconomic and U.S. real estate market conditions; difficulties inherent in growing loan production volume; difficulties inherent in adjusting the size of our operations to reflect changes in business levels; purchase opportunities for mortgage servicing rights and our success in winning bids; changes in prevailing interest rates; increases in loan delinquencies and defaults; our reliance on PennyMac Mortgage Investment Trust (NYSE: PMT) as a significant source of financing for, and revenue related to, our mortgage banking business; any required additional capital and liquidity to support business growth that may not be available on acceptable terms, if at all; our obligation to indemnify third ‑ party purchasers or repurchase loans if loans that we originate, acquire, service or assist in the fulfillment of, fail to meet certain criteria or characteristics or under other circumstances; our obligation to indemnify PMT and the Investment Funds if its services fail to meet certain criteria or characteristics or under other circumstances; decreases in the returns on the assets that we select and manage for our clients, and our resulting management and incentive fees; the extensive amount of regulation applicable to our investment management segment; conflicts of interest in allocating our services and investment opportunities among us and our advised entities; the effect of public opinion on our reputation; our recent growth; our ability to effectively identify, manage, monitor and mitigate financial risks; our initiation of new business activities or expansion of existing business activities; our ability to

detect misconduct and fraud; and our ability to mitigate cybersecurity risks and cyber incidents. You should not place undue reliance on any forward-looking statement and should consider all of the uncertainties and risks described above, as well as those more fully discussed in reports and other documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements or any other information contained herein, and the statements made in this press release are current as of the date of this release only.

(end)