EXHIBIT 99.3
UNDERWRITING AGREEMENT AMENDMENT
UNDERWRITING AGREEMENT AMENDMENT, dated as of May 18, 2001 (the
"Amendment"), to the Underwriting Agreement, dated as of March 31, 2001, (the
"Underwriting Agreement"), between Prudential Securities Secured Financing
Corporation (the "Company"), Prudential Mortgage Capital Company, LLC ("PMCC"),
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and Xxxxxxx
Xxxxx Xxxxxx Inc. ("SSB" and, together with Xxxxxxx Xxxxx, the "Underwriters").
Capitalized terms not defined herein shall have the meanings assigned to such
terms in the Underwriting Agreement.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company, PMCC and the Underwriters entered into an
Underwriting Agreement dated as of March 31, 2001; and
WHEREAS, the Company, PMCC and the Underwriters desire to amend certain
provisions of the Underwriting Agreement as described herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound, hereby
agree as follows:
1. Amendment of the Underwriting Agreement.
(a) The portion of Schedule I entitled "Title, Purchase Price and
Description of the Underwritten Certificates" is hereby amended to read as
follows:
"TITLE, PURCHASE PRICE AND DESCRIPTION OF UNDERWRITTEN CERTIFICATES.
Prudential Securities Secured Financing Corporation, Commercial Mortgage
Pass-Through Certificates, Series 2001-C1, Classes X-0, X-0, B and C.
INITIAL AGGREGATE INITIAL
CLASS CERTIFICATE PRINCIPAL PASS-THROUGH
DESIGNATION BALANCE OF CLASS RATING (1) RATE PURCHASE PRICE (2)
----------- --------------------- ---------- ------------ ------------------
Class A-1 $183,723,000 Aaa/AAA 6.2320% 100.25
Class A-2 $536,087,000 Aaa/AAA 6.6050% 100.50
Class B $ 27,249,000 Aa2/AA 6.7600% 100.50
Class C $ 38,602,000 A2/A 6.9360% 100.50
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(1) Xxxxx'x Investor Service, Inc. and Fitch, Inc., respectively.
(2) Expressed as a percentage of the aggregate Certificate Principal Balance of
the relevant Class of Underwritten Certificates to be purchased. There
shall be added to the purchase price for each Class of the Underwritten
Certificate accrued interest at the
initial Pass-Through Rate therefor on the aggregate stated amount thereof
to be purchased from the Cut-Off Date to but not including the Closing
Date.
2. Continuation of the Transaction. Except as expressly set forth herein,
the Underwriting Agreement is hereby ratified and confirmed and shall remain in
all respects in full force and effect.
3. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be considered an original and all of which,
when taken together, shall constitute one and the same instrument.
4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).
2
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment as
of the date first above written.
PRUDENTIAL SECURITIES SECURED
FINANCING CORPORATION
By: /s/ XXXX XXXXXX
-----------------------------
Name: Xxxx Xxxxxx
Title: Vice President
PRUDENTIAL MORTGAGE CAPITAL
COMPANY, LLC
By: /s/ XXXXXXXX X. XXXXX
------------------------------
Name: Xxxxxxxx X. Xxxxx
Title: Principal
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED
By: /s/ XXXX X. GLASZAK
-------------------------------------
Name: Xxxx X. Glaszak
Title: Director, Authorized Signatory
XXXXXXX XXXXX BARNEY INC.
By: /s/ XXXX X. XXXXXXXXXXX
-------------------------------------
Name: Xxxx X. Xxxxxxxxxxx
Title: Managing Director
