PennyMac Mortgage Investment Trust

12/23/2024 | Press release | Distributed by Public on 12/23/2024 16:16

Material Agreement Form 8 K

Item 1.01.

Entry into a Material Definitive Agreement.

On December 20, 2024, PennyMac Mortgage Investment Trust (the "Company"), through four of its indirect, wholly owned subsidiaries, PMT ISSUER TRUST - FMSR ("Issuer Trust"), PMT CO-ISSUERTRUST I - FMSR ("Co-IssuerTrust"), PennyMac Corp. ("PMC"), and PennyMac Holdings, LLC ("PMH"), entered into a Series 2024-VF2Note with Citibank, N.A. ("Citibank"), as part of the structured finance transaction that PMC uses to finance Fannie Mae mortgage servicing rights and related excess servicing spread and servicing advance receivables. The Company entered into (i) Series 2024-VF2Indenture Supplement, dated December 20, 2024, by and among Issuer Trust, Co-IssuerTrust, PMC, PMH, and Citibank ("Indenture Supplement"), and (ii) Master Repurchase Agreement, dated as of December 20, 2024, among PMC FMSR VFN Funding, LLC, PMH FMSR VFN Funding, LLC, PMC, PMH, the buyers from time-to-timeparty thereto, and Citibank ("Series 2024-VF2Note"). The initial term of the Series 2024-VF2Note is set to expire on June 26, 2026.

The maximum principal balance of the Series 2024-VF2Note is $1 billion and the aggregate committed amount is $500 million. The Series 2024-VF1Note is pari passu with the other variable funding notes, term notes, and term loans previously issued as part of the structured finance transaction.

The Company, PMC and PMH also entered a Series 2024-VF2Guaranty to guarantee the performance of PMC FMSR VFN Funding, LLC and PMH FMSR VFN Funding, LLC under the Series 2024-VF2Repurchase Agreement ("Guaranty").

The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the other descriptions and the full text of the agreements and amendments in the following: (i)(a) the Indenture Supplement, (b) the Series 2024-VF2Note, and (c) the Guaranty, all of which have been filed with this Current Report on Form 8-Kas Exhibit 10.1 through Exhibit 10.3; (ii) the Series 2024-FT1Indenture Supplement, as filed in the Company's Form 8-K onJune 27, 2024 as Exhibit 10.1; (iii) the Series 2024-VF1Indenture Supplement, Series 2024-VF1Note and Guaranty, as filed in the Company's Form 8-K onMarch 20, 2024 as Exhibits 10.1, 10.2, and 10.3, respectively; (iv) the Joinder Amendment and Indenture Amendment, as filed in the Company's Form 8-K onAugust 16, 2023 as Exhibits 10.1 and 10.2, respectively; (v) Series 2023-FTL1 Loan Agreement and Indenture Amendment, as filed in the Company's Form 8-K onJune 1, 2023 as Exhibits 10.1 and 10.2, respectively; (vi) the Joint Assignment, Assumption and Amendment No. 7 to the Series 2017-VF1 Repurchase Agreement,Amendment No. 1 to the Series 2017-VFIPricing Side Letter, Amendment No. 3 to the Series 2017-VF1 Side LetterAgreement and Amendment No. 1 to the VFN Repo Guaranty, as filed in the Company's Form 8-K onMarch 17, 2023 as Exhibit 10.2; (vii) the Amendment No. 5, dated as of June 28, 2022, to the Base Indenture as filed in the Company's Form 8-K onJuly 5, 2022 as Exhibit 10.1; (viii) the Amendment No. 4, dated as of March 30, 2021, to the Base Indenture as filed in the Company's Form 8-K onMarch 31, 2021 as Exhibit 10.1; (ix) the Amendment No. 3, dated as of October 20, 2020, to the Base Indenture as filed in the Company's Form 10-Q onNovember 6, 2020 as Exhibit 10.6; (x) the Amendment No. 2, dated as of July 31, 2020, to the Base Indenture as filed in the Company's Form 10-Q onAugust 7, 2020 as Exhibit 10.7; (xi) the Amendment No. 1, dated as of April 25, 2018, to the Base Indenture as filed in the Company's Form 8-K onApril 30, 2018 as Exhibit 10.1; (xii) the Base Indenture, dated as of December 20, 2017, which has been filed with the Company's Form 8-K asfiled with the SEC on December 27, 2017 as Exhibit 10.1; (xiii) the Amended and Restated Master Repurchase Agreement, dated as of June 29, 2018, by and among PennyMac Corp., as Seller, Credit Suisse AG, Cayman Island Branch, as Buyer, and Credit Suisse First Boston Mortgage Capital, LLC, as administrative agent, which has been filed with the Company's Form 8-K asfiled with the SEC on July 6, 2018 as Exhibit 10.1; and (xiv) all other amendments to the foregoing filed thereafter with the SEC.