PennyMac Mortgage Investment Trust (NYSE:PMT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On May 3, 2017, PennyMac Mortgage Investment Trust (the Company),
through its indirect wholly-owned subsidiary, PennyMac Corp.
(PMC), entered into an amendment (the Repurchase Amendment) to
its Master Repurchase Agreement, dated as of September 14, 2015,
by and among Barclays Bank PLC (Barclays), PMC, PennyMac Loan
Services, LLC (PLS), an indirect controlled subsidiary of
PennyMac Financial Services, Inc. (NYSE: PFSI), and the Company
(the Repurchase Agreement), to which PMC may sell, and later
repurchase, newly originated mortgage loans. The Repurchase
Agreement is used to fund newly originated mortgage loans that
are purchased from correspondent lenders by PMC and held for sale
and/or securitization. The obligations of PMC are fully
guaranteed by the Company. The mortgage loans are serviced by
PLS.

On May 3, 2017, the Company, through PMC, also entered into an
amendment (the Participation Amendment) to its Mortgage Loan
Participation Purchase and Sale Agreement, dated as of September
14, 2015, by and among Barclays, PMC, and PLS (the Participation
Agreement), to which PMC 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.

Barclays Repurchase Agreement

Under the terms of the Repurchase Amendment, the maximum
aggregate purchase price provided for in the Repurchase Agreement
was temporarily increased from $400 million to $600 million, the
available amount of which is reduced by (i) any outstanding
purchase amounts under the Participation Agreement, and (ii) any
outstanding borrowed amounts under that certain Loan and Security
Agreement, dated as of September 14, 2015, by and among PMC, as
borrower, the Company, as guarantor, and Barclays, as lender (the
Loan Agreement). The period of the increase runs from May 15,
2017 to and including September 30, 2017. After September 30,
2017, the Repurchase Amendment will expire and the maximum
aggregate purchase price under the Repurchase Agreement will
revert back to $400 million, the available amount of which is
also reduced by (i) any outstanding purchase amounts under the
Participation Agreement, and (ii) any outstanding borrowed
amounts under the Loan Agreement.All other terms and conditions
of the Repurchase Agreement, including the $220 million committed
amount thereunder, remain the same in all material respects.

The foregoing descriptions of the Repurchase Amendment, the
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 Amendment Number Five to the Master
Repurchase Agreement, which has been filed with this Current
Report on Form 8-K as Exhibit 10.1; and (ii) the description of
the Repurchase Agreement in the Companys Current Report on Form
8-K as filed on September 18, 2015, the full text of the Master
Repurchase Agreement attached thereto as Exhibit 10.1, and any
amendments filed thereafter.

Barclays Participation Agreement

Under the terms of the Participation Amendment, the maximum
aggregate purchase price provided for in the Participation
Agreement was temporarily increased from $400 million to $600
million, the available amount of which is reduced by (i) any
outstanding repurchase amounts under the Repurchase Agreement,
and (ii) any outstanding borrowed amounts under the Loan
Agreement. The period of the increase runs from May 15, 2017 to
and including September 30, 2017. After September 30, 2017, the
Participation Amendment will expire and the maximum aggregate
purchase price under the Participation Agreement will revert back
to $400 million, the available amount of which is also reduced by
(i) any outstanding repurchase amounts under the Repurchase
Agreement, and (ii) any outstanding borrowed amounts under the
Loan Agreement.All other terms and conditions of the
Participation Agreement, including the $220 million committed
amount thereunder, remain the same in all material respects.

The foregoing descriptions of the Participation Amendment and the
Participation Agreement do not purport to be complete and are
qualified in their entirety by reference to (i) the full text of
Amendment Number Three to the Mortgage Loan Participation
Purchase and Sale Agreement, which has been filed with this
Current Report on Form 8-K as Exhibit 10.2; and (ii) the
description of the Participation Agreement in the Companys
Current Report on

Form 8-K as filed on September 18, 2015, the full text of the
Mortgage Loan Participation Purchase and Sale Agreement attached
thereto as Exhibit 10.2, and any amendments filed thereafter.

Item 2.02 Results of Operations and Financial Condition.

On May 4, 2017, the Company issued a press release announcing its
financial results for the fiscal quarter ended March 31, 2017.A
copy of the press release and the slide presentation used in
connection with the Companys recorded presentation of financial
results were made available on May 4, 2017 and are furnished as
Exhibit 99.1 and Exhibit 99.2, respectively.

The information in Item 2.02 of this report, including the
exhibits hereto, shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liabilities of Section 18, nor shall it be deemed
incorporated by reference into any disclosure document relating
to the Company, except to the extent, if any, expressly set forth
by specific reference in such filing.

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 9.01 Financial Statements and Exhibits.

(d)Exhibits.

About PennyMac Mortgage Investment Trust (NYSE:PMT)

PennyMac Mortgage Investment Trust is a specialty finance company that invests primarily in residential mortgage loans and mortgage-related assets. The Company conducts all of its operations, and makes all of its investments, through PennyMac Operating Partnership, L.P. and its subsidiaries. It operates through two segments: correspondent production and investment activities. The correspondent production segment represents its operations aimed at serving as an intermediary between mortgage lenders and the capital markets by purchasing, pooling and reselling newly originated prime credit quality mortgage loans either directly or in the form of mortgage-backed securities (MBS), using the services of PNMAC Capital Management and PennyMac Loan Services, LLC. The investment activities segment represents its investments in mortgage-related assets, which include distressed mortgage loans, real estate acquired in settlement of loans, MBS, mortgage servicing rights and excess servicing spread.

PennyMac Mortgage Investment Trust (NYSE:PMT) Recent Trading Information

PennyMac Mortgage Investment Trust (NYSE:PMT) closed its last trading session down -0.08 at 17.50 with 355,331 shares trading hands.