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.

Repurchase Agreements with Citibank, N.A.

On March 3, 2017, PennyMac Mortgage Investment Trust (the
Company), through two of its wholly-owned subsidiaries, PennyMac
Corp. (PMC) and PennyMac Holdings, LLC f/k/a PennyMac Mortgage
Investment Trust Holdings I, LLC (PMH), entered into (i) an
amendment and restatement of its Master Repurchase Agreement,
dated as of December 9, 2010, by and among Citibank, N.A.
(Citibank), PMC, PMH and PennyMac Loan Services, LLC (PLS) (the
NPL Repurchase Agreement); and (ii) an amendment and restatement
of its Master Repurchase Agreement, dated as of May 24, 2014, by
and among Citibank, PMC and PLS (the Loan Repo Facility and,
together with the NPL Repurchase Agreement, the Repurchase
Agreements).

to the terms of the Repurchase Agreements, PMC or PMH, as
applicable, may sell to, and later repurchase from, Citibank
certain residential mortgage loans. The Repurchase Agreements are
committed to March 2, 2018 and the maximum aggregate purchase
price provided for in each Repurchase Agreement is $800 million,
$500 million of which is committed and the available amount of
which is reduced under each Repurchase Agreement by the aggregate
outstanding purchase price under the other Repurchase Agreement
(and as defined therein). The obligations of PMC and PMH under
the Repurchase Agreements are fully guaranteed by the Company.
The mortgage loans are serviced by PLS, a subsidiary of PennyMac
Financial Services, Inc. (NYSE: PFSI), to the terms of each
Repurchase Agreement.

The NPL Repurchase Agreement is used by PMC and PMH to fund
distressed mortgage loans.Under the NPL Repurchase Agreement, the
principal amount paid by Citibank for each eligible mortgage loan
is based on a percentage of the market value of such mortgage
loan.Upon the repurchase, or the sale, securitization or
liquidation of such mortgage loan, PMC or PMH, as applicable, is
required to repay Citibank the principal amount related to such
mortgage loan plus accrued interest (at a rate reflective of the
current market and based on LIBOR plus a margin) to the date of
such repurchase, sale, securitization or liquidation.

The Loan Repo Facility is used by PMC to fund newly originated
mortgage loans that it purchases from correspondent sellers and
holds pending sale and/or securitization.Under the Loan Repo
Facility, the principal amount paid by Citibank for each eligible
mortgage loan is based on a percentage of the lesser of the
market value as determined by Citibank in its sole discretion or
the unpaid principal balance of such mortgage loan. Upon the
repurchase of a mortgage loan, PMC is required to repay Citibank
the principal amount related to such mortgage loan plus accrued
interest (at a rate reflective of the current market and based on
LIBOR plus a margin) to the date of such repurchase.

The Repurchase Agreements and the related guaranties require the
Company and PMC to maintain various financial and other
covenants, which include maintaining (i) a minimum adjusted
tangible net worth at all times greater than or equal to $830
million for the Company and $140 million for PMC, (ii) a minimum
in unrestricted cash at all times greater than or equal to $40
million among the Company and its subsidiaries, and a minimum in
unrestricted cash and cash equivalents between PMC and PMH at all
times greater than or equal to $25 million in the aggregate,
(iii) a ratio of total indebtedness to adjusted tangible net
worth at all times not to exceed 7:1 for the Company and 12:1 for
PMC; and (iv) profitability at the Company for at least one (1)
of the previous two (2) consecutive fiscal quarters, as of the
end of each fiscal quarter.

The NPL Repurchase Agreement also requires PMH to maintain
various financial and other covenants, which include maintaining
(i) a minimum adjusted tangible net worth at all times greater
than or equal to $220 million; (ii) a minimum in unrestricted
cash and cash equivalents between PMH and PMC at all times
greater than or equal to $25 million in the aggregate; and (iii)
a ratio of total indebtedness to adjusted tangible net worth at
all times not to exceed 10:1.

The NPL Repurchase Agreement further requires PLS to maintain
certain financial covenants, which include maintaining (i) a
minimum adjusted tangible net worth at all times greater than or
equal to $170 million; (ii) a minimum in unrestricted cash at all
times greater than or equal to $20 million; (iii) a ratio of
total indebtedness to adjusted tangible net worth at all times
not to exceed 10:1; and (iv) profitability for at least one (1)
of the previous two (2) consecutive fiscal quarters, as of the
end of each fiscal quarter.

Each Repurchase Agreement contains margin call provisions that
provide Citibank with certain rights where there has been a
decline in the market value of the purchased mortgage loans.
Under these circumstances, Citibank may require PMC and/or PMH,
as applicable, to transfer cash or additional eligible mortgage
loans with an aggregate market value in an amount sufficient to
eliminate any margin deficit resulting from such a decline.

In addition, each Repurchase Agreement contains events of default
(subject to certain materiality thresholds and grace periods),
including payment defaults, breaches of covenants and/or certain
representations and warranties, cross-defaults, servicer
termination events, guarantor defaults, bankruptcy or insolvency
proceedings and other events of default customary for this type
of transaction. The remedies for such events of default are also
customary for these types of transactions and include the
acceleration of the principal amount outstanding under the
Repurchase Agreements and the liquidation by Citibank of the
mortgage loans then subject to the Repurchase Agreements.

The Company, through PMC and PMH, is required to pay Citibank a
fee for the structuring of the Repurchase Agreements, as well as
certain other costs and expenses associated with the ongoing
administration of the Repurchase Agreements.

The foregoing descriptions of the NPL 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 Amended and Restated Master Repurchase Agreement, which has
been filed with this Current Report on Form 8-K as Exhibit 10.1;
and (ii) the full text of the Guaranty Agreement, which was filed
as Exhibit 1.2 to the Companys Current Report on Form 8-K filed
on December 15, 2010.

The foregoing descriptions of the Loan Repo Facility 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
Amended and Restated Master Repurchase Agreement, which has been
filed with this Current Report on Form 8-K as Exhibit 10.2; and
(ii) the full text of the Guaranty Agreement, which was filed as
Exhibit 1.2 to the Companys Current Report on Form 8-K filed on
May 30, 2012.

Loan and Security Agreement

On March 3, 2017, the Company, through PMC and PMH, also entered
into an amendment (the Amendment) to its Amended and Restated
Loan and Security Agreement, dated as of September 15, 2016, by
and among PMC and PMH, as borrowers, and Citibank, as lender (the
Loan Agreement), to which PMC and PMH may finance certain MSRs
and the related excess servicing spread pertaining to mortgage
loans pooled into Freddie Mac securities.

The obligations of PMC and PMH under the Loan Agreement are joint
and several and are fully guaranteed by the Company. The mortgage
loans relating to the MSRs are subserviced by PLS. The Company,
through PMC and PMH, is required to pay Citibank a commitment fee
in connection with the Loan Agreement, as well as certain other
administrative costs and expenses. The repayment date under the
Loan Agreement is October 20, 2017.

Under the terms of the Amendment, the maximum aggregate purchase
price provided for in the Loan Agreement was increased from $125
million to $400 million. All other terms and conditions of the
Loan Agreement and the related guaranty remain the same in all
material respects.

Other material terms of the Amended and Restated Loan and
Security Agreement and the related guaranty by the Company are
described more fully in the Companys Current Report on Form 8-K
filed on September 21, 2016. The foregoing descriptions of the
Loan and Security Agreement, as amended, 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 Four to the
Amended and Restated Loan and Security Agreement, which has been
filed with this Current Report on Form 8-K as Exhibit 10.3; and
(ii) the full text of the Amended and Restated Loan and Security
Agreement and the related Amended and Restated Guaranty
Agreement, which were filed as Exhibit 10.2 and Exhibit 10.3,
respectively, to the Companys Current Report on Form 8-K filed on
September 21, 2016.

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 -0.35 at 16.42 with 602,236 shares trading hands.