THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC.
(Seller)
and
THE PRUDENTIAL HOME MORTGAGE COMPANY, INC.
(Servicer)
and
FIRST TRUST NATIONAL ASSOCIATION
(Trustee)
___________________________
AMENDMENT NO. 1
Dated as of November 10, 1995
TO
POOLING AND SERVICING AGREEMENT
DATED AS OF February 16, 1994
___________________________
$450,857,728.46
Mortgage Pass-Through Certificates
Series 1994-8
AMENDMENT NO. 1, dated as of November 10, 1995, ("Amendment"), to the Pooling
and Servicing Agreement dated as of February 16, 1994 (the "Agreement") among
THE PRUDENTIAL HOME MORTGAGE SECURITIES COMPANY, INC., as seller (the
"Seller"), THE PRUDENTIAL HOME MORTGAGE COMPANY, INC., as servicer (the
"Servicer"), and FIRST TRUST NATIONAL ASSOCIATION, as trustee (the "Trustee").
WHEREAS, Section 10.01 of the Agreement provides, among other things, that the
Seller, the Servicer and the Trustee may amend the Agreement, subject to
certain provisos, with the consent of the Holders of Certificates evidencing
Percentage Interests aggregating not less than 66-2/3% of each Class or
Subclass of Certificates affected thereby for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Agreement or modifying in any manner the rights of the Holders of
Certificates of such Class or Subclass.
WHEREAS, the Seller, the Servicer and the Trustee desire to amend the
Agreement, as set forth in this Amendment and have obtained the consent of the
Holder of 100% Percentage Interest of the Class A-18 Certificates and the
Opinion of Counsel required by Section 10.01 in connection with such amendment.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the
Seller, the Servicer and the Trustee agree as follows:
All terms used in this Amendment which are defined in the Agreement, either
directly or by reference therein, have the meanings assigned to them therein,
except to the extent such terms are defined or modified in this Amendment or
the context clearly requires otherwise.
Section 1. Amendment of Section 1.01. Article I of the Agreement is hereby
amended as follows:
(a) The definition of "Denomination" is amended to read as follows:
Denomination: The amount, if any, specified on the face of each Certificate
(other than a Class A-8 or Class A-18 Certificate) representing the principal
portion of the Cut-Off Date Aggregate Principal Balance evidenced by such
Certificate. As to a Class A-8 Certificate, the amount specified on the face
of such Certificate representing the portion of the Original Class A-8 Notional
Amount evidenced by such Certificate. As to a Class A-18 Certificate, the
amount specified on the face of such Certificate representing the portion of
the Initial Class A-18 Notional Amount evidenced by such Certificate.
(b) A new definition "Initial Class A-18 Notional Amount" is added to read
as follows:
Initial Class A-18 Notional Amount: The Initial Class A-18 Notional Amount as
set forth in Section 11.29.
(c) The third sentence of the definition of "Percentage Interest" is amended
to read as follows:
With respect to a Class A-18 Certificate, the undivided percentage interest
obtained by dividing the initial notional amount of such Certificate by the
Initial Class A-18 Notional Amount.
Section 2. Amendment of Section 5.01(a). The first sentence of Section
5.01(a) of the Agreement is hereby amended to read as follows:
(a) The Class A, Class M and Class B Certificates shall be issued only in
minimum denominations of a Single Certificate and, except for the Class A-18,
Class A-R, Class A-LR and Class B Certificates, integral multiples of $1,000
(or $1 in the case of Class B Certificates and any amount in the case of the
Class A-18 Certificates) in excess thereof (except, if necessary, for one
Certificate of each Class or Subclass that evidences one Single Certificate
plus such additional principal portion as is required in order for all
Certificates of such Class or Subclass to equal the aggregate Original Class A
Subclass Principal Balance of such Subclass or the Original Class B Principal
Balance or the Original Class M Principal Balance, as the case may be), and
shall be substantially in the respective forms set forth as Exhibits X-0, X-0,
X-0, X-0, X-0, X-0, X-0, X-0, X-0, A-10, X-00, X-00, X-00, X-00, X-00, X-00, X-
17, X-00, X-X, X-XX, X, C and D (reverse side of Certificates) hereto.
Section 3. Amendment of Section 5.02(b) and 5.02(c). Sections 5.02(b) and
5.02(c) of the Agreement are hereby amended to read as follows:
(b) No transfer of a Class B Certificate shall be made unless the
registration requirements of the Securities Act of 1933, as amended, and any
applicable State securities laws are complied with, or such transfer is exempt
from the registration requirements under said Act and laws. In the event that
a transfer is to be made in reliance upon an exemption from said Act or laws,
(i) unless such transfer is made in reliance on Rule 144A, the Trustee or the
Seller may, if such transfer is to be made within three years from the date of
the initial sale of Certificates, require a Class B Certificateholder to
deliver a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee and the Seller, to the effect that such transfer
may be made pursuant to an exemption, describing the applicable exemption and
the basis therefor, from said Act and laws or is being made pursuant to said
Act and laws, which Opinion of Counsel shall not be an expense of the Trustee,
the Seller or the Servicer, and (ii) the Trustee shall require the transferee
to execute an investment letter in the form of Exhibit J hereto certifying to
the Seller and the Trustee the facts surrounding such transfer, which
investment letter shall not be an expense of the Trustee, the Seller or the
Servicer. The Holder of a Class B Certificate desiring to effect such transfer
shall, and does hereby agree to, indemnify the Trustee, the Seller, the
Servicer and any Paying Agent acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws. Neither the Seller nor the
Trustee is under an obligation to register the Class B Certificates under said
Act or any other securities law.
(c) No transfer of a Class M or Class B Certificate shall be made unless the
Trustee shall have received either (i) a representation letter from the
transferee of such Class B Certificate in the form of Exhibit J hereto, or, in
the case of such Class M Certificate, in the form of Exhibit K hereto, to the
effect that such transferee is not an employee benefit plan subject to the
fiduciary responsibility provisions of ERISA, or a governmental plan as defined
in Section 3(32) of ERISA or Code Section 4975 subject to any federal, state or
local law ("Similar Law") which is to a material extent, similar to the
foregoing provisions of ERISA or the Code (collectively, a "Plan") and is not a
person acting on behalf of any such Plan or using the assets of any such Plan
to effect such purchases, which representation letter shall not be an expense
of the Trustee, the Seller or the Servicer, or (ii) in the case of any such
Class M or Class B Certificate presented for registration in the name of a
Plan, or a trustee of any such Plan, an Opinion of Counsel satisfactory to the
Trustee and the Seller to the effect that the purchase or holding of such Class
M or Class B Certificate will not result in the assets of the Trust Estate
being deemed to be "plan assets" and subject to the prohibited transaction
provisions of ERISA and the Code or Similar Law and will not subject the
Trustee, the Seller or the Servicer to any obligation in addition to those
undertaken in this Agreement, which Opinion of Counsel shall not be an expense
of the Trustee, the Seller or the Servicer. The Class M and Class B
Certificates shall bear a legend referring to the foregoing restrictions
contained in this paragraph and in the case of the Class B Certificates, the
preceding paragraph.
Section 4. Amendment of Section 11.16. Section 11.16 of the Agreement is
hereby amended to read as follows:
Section 11.16. Wire Transfer Eligibility. With respect to the Certificates
(other than the Class A-3, Class A-8, Class A-9, Class A-12, Class A-13, Class
A-15, Class A-18, Class A-R and Class A-LR Certificates), the minimum
Denomination eligible for wire transfer on each Distribution Date is
$5,000,000.00. With respect to the Class A-3, Class A-8, Class A-9, Class X-
00, Class A-13, or Class A-15 Certificates, the minimum Denomination eligible
for wire transfer on each Distribution Date is 100% Percentage Interest. With
respect to the Class A-18 Certificates, the minimum Percentage Interest
eligible for wire transfer on each Distribution Date is 25% Percentage
Interest. The Class A-R and Class A-LR Certificates are not eligible for wire
transfer.
Section 5. Amendment of Section 11.17. Section 11.17 of the Agreement is
hereby amended to read as follows:
Section 11.17. Single Certificate. A Single Certificate for each Subclass of
Class A Certificates (other than the Class A-8, Class A-18, Class A-R and Class
A-LR Certificates), the Class M Certificates and the Class B Certificates
represents a $100,000 Denomination. A Single Certificate for the Class A-8
Certificates represents a $6,200,000 Denomination. A Single Certificate for
the Class A-R and Class A-LR Certificates represents a $1,000 Denomination. A
Single Certificate for the Class A-18 Certificates represents a $190,000,000
Initial Class A-18 Notional Amount.
Section 6. Addition of Section 11.29. A new Section 11.29 is added to read
as follows:
Section 11.29. Initial Class A-18 Notional Amount. The Initial Class A-18
Notional Amount is $450,794,419.25.
Section 7. Amendment of Exhibit A-18. Exhibit A-18 to the Agreement is
hereby amended as attached hereto as Exhibit A.
Section 8. Amendment of Exhibit J. Exhibit J to the Agreement is hereby
amended as attached hereto as Exhibit B.
Section 9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all of such counterparts shall together constitute but one and the same
instrument.
Section 10. Ratification of Agreement. Except as modified and expressly
amended by this Agreement, the Agreement is in all respects ratified and
confirmed, and all the terms, provisions and conditions thereof shall be and
remain in full force and effect.
Section 11. Governing Law. This Amendment shall be construed in
accordance with the laws of the State of New York (without regard to conflicts
of laws principles), and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws.
IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee have caused their
names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.
THE PRUDENTIAL HOME MORTGAGE
SECURITIES COMPANY, INC.
as Seller
By:
Name: M. Xxxxxxx Xxxx
Title: Vice President
THE PRUDENTIAL HOME MORTGAGE
COMPANY, INC.
as Servicer
By:
Name: M. Xxxxxxx Xxxx
Title: Vice President
FIRST TRUST NATIONAL ASSOCIATION
as Trustee
By:
Name:
Title:
Attest:
By:______________________
Name:____________________
Title:_____________________
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 10th day of November, 1995, before me, a notary public in and for the
State of New York, personally appeared M. Xxxxxxx Xxxx, known to me who, being
by me duly sworn, did depose and say that she resides at Brookeville, Maryland;
that she is a Vice President of The Prudential Home Mortgage Securities
Company, Inc., a Delaware corporation, one of the parties that executed the
foregoing instrument; and that she signed her name thereto by order of the
Board of Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF NEW YORK)
ss.:
COUNTY OF NEW YORK)
On this 10th day of November, 1995, before me, a notary public in and for the
State of New York, personally appeared M. Xxxxxxx Xxxx, known to me who, being
by me duly sworn, did depose and say that she resides at Brookeville, Maryland;
that she is a Vice President of The Prudential Home Mortgage Company, Inc., a
New Jersey corporation, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said corporation.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF _________)
ss.:
COUNTY OF ________)
On this _____ day of November, 1995 before me, a notary public in and for the
State of , personally appeared , known to me
who, being by me duly sworn, did depose and say that she resides at
; that she is the ______________ of First Trust National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said association.
_________________________
Notary Public
[NOTARIAL SEAL]
STATE OF _________)
ss.:
COUNTY OF ________)
On this ____ day of November, 1995 before me, a notary public in and for the
State of , personally appeared , known to me
who, being by me duly sworn, did depose and say that she resides at
; that she is the ______________ of First Trust National Association, a
national banking association, one of the parties that executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said association.
_________________________
Notary Public
[NOTARIAL SEAL]
