<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: December 15, 1997
(Date of earliest event reported)
Commercial Mortgage Acceptance Corp.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-13725 43-1681393
- -------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation
210 West 10th Street, Kansas City, Missouri 64105
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (816) 435-5000
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as exhibits to this Current Report are certain
collateral term sheets (the "Collateral Term Sheets") distributed by
the underwriter in respect of the Registrant's proposed offering of the
Commercial Mortgage Pass-Through Certificates, Series 1997-ML1.
The Certificates will be offered pursuant to a Prospectus
and related Prospectus Supplement (together, the "Prospectus"), which will be
filed with the Commission pursuant to Rule 424 under the Securities Act of
1933, as amended (the "Act"). The offer and sale contemplated by the
Prospectus of the Certificates will be registered pursuant to the Act under
the Registrant's Registration Statement on Form S-3 (No. 333-13725) (the
"Registration Statement"). The Registrant hereby incorporates the Collateral
Term Sheets by reference in the Prospectus and the Registration Statement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Item 601(a) of Regulation
S-K Exhibit No. Description
------------------------- -----------
99.1 Collateral Term Sheets
2
<PAGE>
Pursuant to the requirements of the
Securities Exchange Act of 1934, the
Registrant has duly caused this report
to be signed on behalf of the
Registrant by the undersigned thereunto
duly authorized.
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
By: /s/ Leon E. Bergman
------------------------------
Name: Leon E. Bergman
Title: Executive Vice President
Date: December 15, 1997
3
<PAGE>
EXHIBIT INDEX
Item 601(a) of Regulation
S-K Exhibit No. Description Page
------------------------- ----------- ----
99.1 Collateral Term Sheets 5
4
<PAGE>
Annex C
UNDERWRITER'S STATEMENT
COLLATERAL TERM SHEET
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1997-ML1
Classes A-1, A-2, A-3, A-4, B, C, D, E, and IO
The attached Collateral Term Sheet (the "Term Sheet") is privileged and
confidential and is intended for use by the addressee only. This Term
Sheet is furnished to you solely by Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Underwriter") and not by Commercial Mortgage Acceptance
Corp. (the "Depositor") or the issuer of the securities identified above
(the "Offered Securities") or any other party. The issuer of the Offered
Securities has not prepared or taken part in the preparation of these
materials. The Term Sheet is based upon information made available to the
Underwriter. The Underwriter, the Depositor, the Servicer, the Special
Servicer, the Trustee, the Fiscal Agent, or any other party makes any
representation as to the accuracy or completeness of the information
herein. The information herein is preliminary, and will be superseded by
the applicable prospectus supplement and by any other information
subsequently filed with the Securities and Exchange Commission. The
information herein may not be provided to any third party other than the
addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
No assurance can be given as to the accuracy, appropriateness or
completeness of the Term Sheet in any particular context; or as to whether
the Term Sheet reflects future performance. The Term Sheet should not be
construed as either projections or predictions or as legal, tax, financial
or accounting advice.
Although a registration statement (including the prospectus) relating to
the Offered Securities has been filed with the Securities and Exchange
Commission and is effective, the final prospectus supplement relating to
the Offered Securities has not been filed with the Securities and Exchange
Commission. This communication shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of the
Offered Securities in any state in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state. Prospective purchasers are referred to
the final prospectus and prospectus supplement relating to the Offered
Securities for definitive terms of the Offered Securities and the
collateral. A final prospectus and prospectus supplement may be obtained
by contacting Merrill Lynch Trading Desk at (212) 449-3860.
The Underwriter of the Offered Securities and its affiliates may in the
future have a position in the Offered Securities (and in other securities
with respect to which the Depositor acts as depositor or that are issued
by the issuer of the Offered Securities) and may purchase or sell the same
on a principal basis or as an agent for another person. In addition, the
Underwriter of the Offered Securities and certain of its affiliates may
currently be providing investment banking and other services to the
Depositor and the borrowers of loans that are included among the
collateral and their affiliates.
Please be advised that mortgage-backed and/or asset-backed securities may
not be appropriate for all investors. Potential investors must be willing
to assume, among other things, market price volatility, prepayments and
yield curve and interest rate risks. Investors should fully consider the
risk of an investment in the Offered Securities.
If you have received this communication in error, please notify the
sending party immediately by telephone and return the original to such
party by mail.
C-1
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(Anticipated)
Moody's / S&P
------------- Approx. Approx. Approx. Approx.
Class Rating Size Subordination Bond Type Coupon Price
----- ------ ---- ------------- --------- ------- -------
Offered Certificates
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 AAA / Aaa Public $142.2mm 32.0% Fixed Coupon 6.750% 100 - 101
A-2 AAA / Aaa Public 117.4 32.0 Fixed Coupon 6.750 100 - 101
A-3 AAA / Aaa Public 220.5 32.0 Fixed Coupon 6.750 100 - 101
A-4 AAA / Aaa Public 96.9 32.0 Fixed Coupon 6.735 100 - 101
B AA / Aa2 Public 59.4 25.0 Net WAC - Fixed Strip 6.827 100
C A / A2 Public 46.7 19.5 Net WAC - Fixed Strip 6.974 100
D BBB / Baa2 Public 46.7 14.0 Net WAC - Fixed Strip 7.208 100
E BBB- / Baa3 Public 17.0 12.0 Net WAC - Fixed Strip 7.374 100
IO(1) AAA / Aaa Public - - I/O Strip - -
Private Certificates(2)
Subordinate
Classes - Private $101.9mm - Fixed Coupon 6.500% -
</TABLE>
WAL @ Principal
Class 0% CPR Window
----- ------ ---------
Offered Certificates
A-1 5.0 yrs. 1/98 - 11/04
A-2 7.5 11/04 - 6/07
A-3 9.5 6/07 - 10/07
A-4 8.5 1/98 - 8/07
B 9.9 10/07 - 12/07
C 10.0 12/07 - 12/07
D 10.6 12/07 - 12/10
E 14.0 12/10 - 11/12
IO(1) - -
Private Certificates(2)
Subordinate
Classes - 11/12 - 11/17
- ----------
(1) Subject to the more detailed description on S-5, in general the IO Class
will be entitled to (i) any excess net interest above the respective fixed
coupons on Classes A-1, A-2, and A-3, and the Subordinate classes, and
(ii) additional fixed strips off each of the of Classes B,C,D, and E. In
addition, the IO Class will also receive some allocation of prepayment
penalties, as described below. The Class IO Certificates will not have a
principal balance and will not be entitled to receive distributions of
principal, but will be entitled to receive payments of interest equal to
the sum of the interest accrued on the notional amount of each of its
components.
(2) The Private Certificates are not being offered hereby. Accordingly, any
information herein regarding the terms of the Private Certificates is
provided solely because of its potential relevance to a prospective
purchaser of an Offered Certificate.
- --------------------------------------------------------------------------------
SCHEMATIC OVERVIEW
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
- ------------------------ -----------------------------------------------------------------------
Group 1 Loan Credit Group 2 Loans
("Copley Loan") Support (11 Loans)
- ------------------------ -----------------------------------------------------------------------
<S> <C> <C> <C>
- ------------------------ ----------------------------------
Class A-1 (Fixed)
Class A-4 32.0% (Aaa/AAA) Class IO Certificates
- ------------------------ ----------------------------------
Class A-2 (Fixed)
(Any Prepayment Premiums 32.0% (Aaa/AAA) Class IO components are strips off
on the Copley Loan will ----------------------------------- of all classes except Class A-4.
be allocated entirely to Class A-3 (Fixed)
Class A-4. No Prepayment 32.0% (Aaa/AAA)
Premiums from other ----------------------------------
Mortgage Loans will be Class B (WAC)
allocated to Class A-4.) 25.0% (Aa2/AA)
----------------------------------
Class C (WAC)
19.5% (A2/A)
----------------------------------
Class D (WAC)
14.0% (Baa2/BBB)
----------------------------------
Class E (WAC)
12.0% (Baa3/BBB-)
----------------------------------
Subordinate Classes (Fixed)
- (Not offered under the Prospectus)
----------------------------------
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-2
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
OVERVIEW
o The transaction is collateralized by 12 multifamily and commercial loans
with an aggregate principal balance of approximately $848.5 million,
secured by 59 properties located in 18 states. [S-2]
o Midland Loan Services, L.P. originated nine (9) of the mortgage loans,
making up 70.9% of the total pool balance. One (1) of the mortgage loans,
or 10.1% of the pool balance, was originated by KeyCorp Real Estate
Capital Markets, Inc. One (1) of the mortgage loans, or 7.6% of the pool
balance, was originated by L.J. Melody & Company. One (1) of the mortgage
loans, or 11.4% of the pool balance, was originated by Metropolitan Life
Insurance Company. Each of the mortgage loans (other than the mortgage
loan originated by MetLife) was underwritten by Merrill Lynch Mortgage
Capital, Inc., pursuant to MLMCI's underwriting standards and was
immediately conveyed by the originator to MLMCI. The mortgage loan
originated by MetLife was subject to limited underwriting by MLMCI. [S-25]
o Except where otherwise indicated, percentages (%) represent principal
amount of loan or loans compared to aggregate pool balance, as of the
Cut-Off Date.
Key Features:
o Expected Settlement Date: December 30, 1997
o Underwriter: Merrill Lynch, Pierce, Fenner & Smith Incorporated [S-331]
o Depositor: Commercial Mortgage Acceptance Corp. [S-8]
o Master Servicer: Midland Loan Services, L.P. [S-8]
o Trustee: LaSalle National Bank. [S-9]
o Distribution: 15th day of the month. [S-9]
o Interest Accrual Period: 1st to the 1st (14-day delay). [S-10]
o Delivery: The Depository Trust Co. ("DTC") through CEDE & Co. [S-284]
o ERISA: Classes A-1, A-2, A-3, A-4 and IO are ERISA eligible subject to
certain conditions for eligibility The remaining Classes under certain
conditions are eligible for purchase by insurance company general
accounts. [S-23]
o SMMEA: The Classes A-1, A-2, A-3, A-4, IO, and B of the Offered Securities
are SMMEA eligible; however, no representation is made as to whether they
constitute Type IV securities for depository institutions. [S-329]
o Tax Treatment: REMIC. [S-2]
o Optional Termination: 1% clean up call. [S-296]
Key Structural Features:
o Appraisal Reduction: When applicable, the Appraisal Reduction Amount will
equal, in general, the excess, if any, of (a) the sum of (i) principal and
unpaid interest relating to the Required Appraisal Loan, (ii) accrued but
unpaid Servicing Fees, Servicing Advances, and any Additional Trust Fund
Expenses, and (iii) all currently due and unpaid real estate taxes and
assessments, insurance premiums, and, if applicable, ground rents, over
(b) 90% of the appraised value (net of any prior liens) of the property
related to the Required Appraisal Loan. [S-309-10]
o Special Servicer: Initially, Midland Loan Services, L.P. It is expected
that CRIIMI MAE Inc. or an affiliate will be named as Special Servicer on
or about the Closing Date. [S-8]
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-3
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
OVERVIEW (con't)
================================================================================
Loan Information
----------------
<TABLE>
<CAPTION>
Group I Group II
-----------------------------------------------------------------------------
<S> <C> <C>
Principal Balance: $96.9 million (1 loan, 1 property) $751.6 million (11 loans, 58 properties)
Gross WAC: 6.75% 7.554% (Range = 6.817% - 8.47%)
Net WAC: 6.735% 7.500% (Range = 6.767% - 8.405%)
-----------------------------------------------------------------------------
</TABLE>
Total
----------------------------------------
Principal Balance: $848.5 million (12 loans, 59 properties)
Gross WAC: 7.462% (Range = 6.75% - 8.47%)
Net WAC: 7.413% (Range = 6.735% - 8.405%)
----------------------------------------
Avg / Max: Balance: $70.7 million / $129.5 million
Loan Types: All fixed-rate; 70.8% ARD, 19.1% Balloon, 10.1%
Fully-Amortizing
Wtd. Avg. Seasoning: 3 months (94.8% originated in 1997)
Wtd. Avg. LTV 64.8%
Wtd. Avg. DSCR 1.67x
Call Protection: Ten of the Loans (78.5%) are subject to Lockout /
Defeasance. One of the Loans (11.4%) is subject to a
"T + 50" make-whole provision, and one of the Loans
(10.1%) is subject to Lockout / Yield Maintenance. See
Table "Call Protection" below.
Cross-Coll / Cross-Def: Seven of the Loans (63.9%) are cross-collateralized
and cross-defaulted with one or more Loans in the
pool.
================================================================================
================================================================================
Property Type Distribution
--------------------------
Property # of # of % of Wtd. Avg.
Type Loans Props Pool LTV DSCR
Office and
Retail / Office 3 4 31.1% 54.1% 1.99x
Hotel 4 20 27.8% 69.1% 1.56x
Retail 2 21 25.8% 68.7% 1.48x
Multi-family 3 14 15.3% 71.9% 1.56x
------------------------------------------------------------
Total 12 59 100.0% 64.8% 1.67x
================================================================================
================================================================================
Cut-Off Loan-to-Value
---------------------
LTV Range # of # of % of Cumulative
Loans Props Pool % of Pool
30.8-50.0% 1 1 11.4% 11.4%
50.1-60.0% 0 0 0.0% 11.4%
60.1-65.0% 4 15 30.0% 41.4%
65.1-70.0% 3 19 22.5% 63.9%
70.1-75.0% 2 3 17.9% 81.8%
75.1-80.0% 1 2 7.6% 89.5%
80.1-80.6% 1 19 10.5% 100.0%
------------------------------------------------------------
Total 12 59 100.0% 100.0%
================================================================================
================================================================================
Original Term
-------------
# of % of
Loans Pool
7-Year ARD 2 17.8%
10-Year Balloon 2 19.1%
10-Year ARD 6 42.5%
15-Year ARD 1 10.5%
Fully-Amortizing 1 10.1%
Total 12 100.0%
================================================================================
Wtd. Avg. Original Term to ARD / Maturity = 11.0 years
Wtd. Avg. Remaining Term to ARD / Maturity = 10.7 years
Wtd. Avg. Original Term of Fully-Amortizing Loans = 20.0 years
================================================================================
================================================================================
State Distribution (18 Total States)
------------------------------------
# of % of Wtd. Avg.
State Props Pool LTV DSCR
California 16 15.8% 66.8% 1.66x
Pennsylvania 2 15.3% 60.5% 1.65x
Texas 3 13.0% 77.9% 1.44x
Massachusetts 1 11.4% 30.8% 2.69x
All others < 8.0% 37 44.5% 70.6% 1.49x
--------------------------------------------------------
Total 59 100.0% 64.8% 1.67x
================================================================================
================================================================================
Debt Service Coverage Ratios
----------------------------
DSCR # of # of % of
Range Loans Props Pool Cumulative
1.20-1.29x 1 19 10.5% 10.5%
1.30-1.39x 1 2 7.6% 18.2%
1.40-1.49x 0 0 0.0% 18.2%
1.50-1.59x 4 20 29.9% 48.1%
1.60-1.69x 3 5 32.8% 80.9%
1.70-1.79x 1 10 5.2% 86.1%
1.80-1.89x 1 2 2.4% 88.6%
1.90-2.59x 0 0 0.0% 88.6%
2.60-2.69x 1 1 11.4% 100.0%
------------------------------------------------------------
Total 12 59 100.0% 100.0%
================================================================================
================================================================================
Call Protection
---------------
Type of Call # of % of
Protection Loans Loan Pool
Lock / Def 10 Various 78.5%
YM (T + 50) 1 Copley 11.4%
Lock / YM (T-Flat) 1 Shilo 10.1%
--------------------------------------------
Total 12 100.0%
================================================================================
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-4
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
PREPAYMENT PROTECTION
o Currently 88.6% of the loans are locked out and 11.4% are subject to yield
maintenance penalties.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
TABLE 1
Prepayment Penalty Categories
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted-
Weighted- Weighted- Average
Average Average Number of
Term Remaining Months of Open
# to ARD/ Lockout/ Prepayment
of Bal % of Maturity Defeasance Prior to
Prepayment Restriction Loans Loan (mm) Pool (mos.) Term (mos.) ARD/Maturity
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Lockout/Defeasance 10 Various $665,841,445 78.5% 117 113 4
Yield Maintenance (T+50) 1 Copley 96,908,666 11.4% 116 0 0
Lockout/YM (T-flat) 1 Shilo 85,372,818 10.1% 238 117 3
- ------------------------------------------------------------------------------------------------------------------------------------
Totals/Wtd. Avg./Avg. 12 $848,482,929 100.0% 129 113(1) 4
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Total/Weighted Average calculation for the "Weighted Average Remaining
Lockout/Defeasance Term" only includes those loans for which a lockout
restriction applies.
- --------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUM
o Any Prepayment Premiums associated with the Copley Loan will be allocated
entirely to Class A-4. Prepayment Premiums associated with the "Shilo
Loan" will be allocated to the remaining classes according to the formula
shown below:
================================================================================
% of Prepayment Premium on Shilo Loan (Bond Coupon - Discount Rate)
Allocated to the "Group 2 Principal Bonds" = ---------------------------------
(Mortgage Rate - Discount Rate)
================================================================================
o In general, this formula provides for an increase in the allocation of
Prepayment Premiums on the Shilo Loan to the non-IO classes as interest
rates decrease and a decrease in the allocation to such classes as
interest rates rise.
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-5
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
MORTGAGE LOAN SUMMARY
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Property Information Loan Information
-------------------------------------------------------------------------------------------------------
Orig.
Orig. Term to
Size Cut-Off Date Loan / Amort ARD /
Mortgage Property # of (# Units / Principal Unit or Mortgage Term Maturity
Loan Type State Props Sq. Ft.) Balance Sq. Ft. Rate (mos.) (mos.)
===============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Copley Place Retail / Office MA 1 1,214,244 $ 96,908,666 $ 79.81 6.75% 360 120
Brookfield Retail / Office MN 1 917,959 59,754,386 65.09 8.00% 360 120
Tower Realty Office NY, FL 2 810,197 107,000,000 132.07 6.8174% 360(3) 84
Mills Corporation Retail PA 1 1,661,279 109,538,921 N/A 7.882% 360 120
Additional Funding Retail PA 1 304,463 19,954,654 N/A 7.44% 360 118
------ -- ---------- ------------ ---------- ------- --- ---
Total Funding 2 1,965,742 129,493,575 65.88 7.814% 360 120
Newton Retail Varies 16 1,182,339 76,640,023 N/A 7.56% 360 180
Additional Funding Retail Varies 3 156,123 12,791,840 N/A 7.325% 360 180
------ -- ---------- ------------ ---------- ------- --- ---
Total Funding 19 1,338,462 89,431,863 66.82 7.526% 360 180
Four Seasons Biltmore Hotel CA 1 217 63,000,000 290,322.58 7.138% 300 120
Ritz-Carlton Hotel MO 1 301 41,850,000 139,036.54 7.188% 300 120
Four Seasons, Austin Hotel TX 1 291 45,150,000 155,154.64 7.188% 300 120
Shilo Inns Hotel Varies 16 1,755 65,765,282 N/A 8.47% 240 240
Additional Funding Hotel OR 1 245 19,967,537 N/A 8.36% 240 240
------ -- ---------- ------------ ---------- ------- --- ---
Total Funding 17 2,000 85,732,818 42,866.41 8.44% 240 240
Farb Investments Multi-family TX 2 2,606 64,781,452 24,858.58 7.40% 360 120
AAC I Multi-family CA 10 1,598 44,440,152 27,809.86 7.75% 300 84
AAC II Multi-family CA 2 456 20,940,017 45,921.0 7.74% 360 120
------ -- ---------- ------------ ---------- ------- --- ---
Total/Weighted Average 59 $848,482,929 7.462% 334 129
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Loan Information Mezz. Call Protection
------------------------------------------------------------------------------------------------
Cut-Off ARD/ Type of Original Months Open
Mortgage Seasoning Date Maturity Other Call Lock/Def to Prepayment Prior to
Loan (mos.) DSCR LTV(1) LTV(1) Financing Protection Period(2) ARD/Maturity
========================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Copley Place 4 2.69x 30.8% 22.7% $ -- YM (T+50) 0 0
Brookfield 6 1.50x 61.0% 53.7% -- L/D 114 6
Tower Realty 1 1.64x 71.3% 66.3% -- L/D 84 0
Mills Corporation 6 N/A N/A N/A -- L/D 114 6
Additional Funding 4 N/A N/A N/A -- L/D 114 6
-- ----- ----- ----- ----------- ------------- ------- -----
Total Funding 6 1.65x 60.5% 53.1% 114 6
Newton 1 N/A N/A N/A 5,000,000 L/D 180 0
Additional Funding 1 N/A N/A N/A -- L/D 180 0
-- ----- ----- ----- ----------- ------------- ------- -----
Total Funding 1 1.24x 80.6% 61.1% 5,000,000 180 0
Four Seasons Biltmore 0 1.58x 69.6% 55.1% -- L/D 117 3
Ritz-Carlton 0 1.61x 69.8% 55.3% -- L/D 117 3
Four Seasons, Austin 0 1.57x 75.0% 59.4% -- L/D 117 3
Shilo Inns 2 N/A N/A 0.0% -- L/YM (T-flat) 120 3
Additional Funding 1 N/A N/A 0.0% -- L/YM (T-flat) 120 3
-- ----- ----- ----- ----------- ------------- ------- -----
Total Funding 2 1.52x 65.4% 0.0% 120 3
Farb Investments 2 1.35x 79.9% 69.3% 1,940,000 L/D 117 3
AAC I 11 1.72x 63.8% 56.7% -- L/D 60 24
AAC II 5 1.85 64.6% 56.6% -- L/D 114 5
-- ----- ----- ----- ----------- ------------- ------- -----
Total/Weighted Average 3 1.67x 64.8% 54.4% $ 6,940,000 116(4) 4
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Weighted-average LTV is calculated using third-party appraised values and
the principal balance of the mortgage loans as of the Cut-Off, ARD, or
Maturity Dates, as applicable.
(2) Original Lock / Def Period Abbreviations: L = Lockout; D = Defeasance; YM
= Yield Maintenance
(3) Tower Realty Loan pays interest only for two years. Commencing with and
including the December 1, 1999 payment, the loan amortizes on a 28-year
schedule.
(4) Weighted-average Original Lock / Def Period includes only those loans for
which a lockout restriction applies.
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-6
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
MORTGAGE LOAN UNDERWRITING: ADJUSTMENTS TO NET OPERATING INCOME
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
TENANT IMPROVEMENTS
------------------------
Base Rent
per Room, Average
Unit, or Lease
Square Term Renewal Renewal
Loan Foot(1) (Years) Probability New Tenant Tenant
- ---------------------------- ------------- ----------- ----------- ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Copley Place Range $28.00-55.00 10.00 70.0% $7.00-30.00 $2.00-5.00
Wtd Avg. 34.37 10.00 70.0% 24.57 4.29
Brookfield Range 13.50-27.00 10.00 60.0% 7.40-30.00 2.00-10.00
Wtd Avg. 22.77 10.00 60.0% 23.83 7.82
Tower Realty Range 21.00-37.00 5.00-10.00 65.0-70.0% 20.00-30.00 8.00-15.00
Wtd Avg. 29.80 7.75 67.7% 25.50 11.85
Mills Corporation Range 4.40-50.00 10.00 70.0% N/A N/A
Wtd Avg. 15.78 10.00 70.0% N/A N/A
Newton Oldacre McDonald Range 4.50-22.00 10.00 60.0% 7.00 2.00
Wtd Avg. 8.69 10.00 60.0% 7.00 2.00
Four Seasons Biltmore Hotel Avg. 242.33 N/A N/A N/A N/A
Ritz-Carlton Hotel Avg. 149.72 N/A N/A N/A N/A
Four Seasons Hotel, Austin Avg. 166.05 N/A N/A N/A N/A
Shilo Inns Range 43.05-100.34 N/A N/A N/A N/A
Wtd Avg. 78.21 N/A N/A N/A N/A
Farb Range 480-1,460 N/A N/A N/A N/A
Wtd Avg. 614 N/A N/A N/A N/A
AAC I Range 450-925 N/A N/A N/A N/A
Wtd Avg. 661 N/A N/A N/A N/A
AAC II Range 1,075-1,800 N/A N/A N/A N/A
Wtd Avg. 1,246 N/A N/A N/A N/A
- -------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -------------------------------------------------------------------------------------
LEASING COMMISSIONS
-------------------
Management Capital
New Renewal Fees Reserves
Loan Tenant Tenant (2) (3)
- ---------------------------- ------ ------- ---------- --------
<S> <C> <C> <C> <C>
Copley Place 5.0% 2.5% 3.00% $0.15
5.0% 2.5% 3.00% 0.15
Brookfield 5.0% 2.5% 3.00-4.00% 0.20
5.0% 2.5% 3.35% 0.20
Tower Realty 5.0% 2.5% 1.50-3.00% 0.15
5.0% 2.5% 2.18% 0.15
Mills Corporation N/A N/A 3.00-4.00% 0.25
N/A N/A 3.00% 0.25
Newton Oldacre McDonald 5.0% 2.5% 4.00% 0.15
5.0% 2.5% 4.00% 0.12
Four Seasons Biltmore Hotel N/A N/A 2.70% 4.00%
Ritz-Carlton Hotel N/A N/A 6.25% 4.00%
Four Seasons Hotel, Austin N/A N/A 3.34% 4.00%
Shilo Inns N/A N/A 5.00% 4.00%
N/A N/A N/A N/A
Farb N/A N/A 5.00% 210/unit
N/A N/A 5.00% 210/unit
AAC I N/A N/A 4.00% 250/unit
N/A N/A 4.00% 250/unit
AAC II N/A N/A 4.00% 250/unit
N/A N/A 4.00% 250/unit
- -------------------------------------------------------------------------------------
</TABLE>
(1) Represents ADR for the Four Seasons Biltmore Hotel Loan, Four Seasons
Hotel Austin Loan, and the Ritz-Carlton Hotel Loan and monthly rent per
unit for Farb Investments and American Apartment, Communities I & II.
(2) Represents percentage of Effective Gross Income for Four Seasons Biltmore
Hotel Loan, Ritz-Carlton Hotel Loan, and Four Seasons Austin Hotel Loan.
(3) Represents dollars per square foot or unit. For the Four Seasons Biltmore
Hotel Loan, Four Seasons Hotel Austin Loan, and the Ritz-Carlton Hotel
Loan represents percentage of Gross Income.
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-7
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
PROPERTY TYPE DISTRIBUTION BY CUT-OFF DATE BALANCE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage of
Cut-Off Date Cut-Off Date
Number of Principal Principal Appraised Weighted Average Weighted Average
Property Type Properties Balance Balance Value LTV DSCR
- -------------------------- ------------ -------------- --------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Office and Retail / Office 4 $263,663,052 31.1% $563,000,000 54.1% 1.99x
Retail 21 218,925,438 25.8% 325,005,000 68.7% 1.48x
Hotel 20 235,732,818 27.8% 341,825,000 69.1% 1.56x
Multi-family 14 130,161,621 15.3% 183,230,000 71.9% 1.56x
------------ -------------- --------------- --------------- ---------------- ----------------
Total/Weighted Average 59 $848,482,929 100.0% $1,413,060,000 64.8% 1.67x
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
STATE DISTRIBUTION BY CUT-OFF DATE BALANCE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Percentage of
Cut-Off Date Cut-Off Date
Number of Principal Principal Appraised Weighted Average Weighted Average
State Properties Balance Balance Value LTV DSCR
- -------------------------- ------------ -------------- --------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
CA 16 $134,227,627 15.8% $ 201,905,000 66.8% 1.66x
PA 2 129,493,575 15.3% 214,000,000 60.5% 1.65x
TX 3 109,931,452 13.0% 141,300,000 77.9% 1.44x
MA 1 96,908,666 11.4% 315,000,000 30.8% 2.69x
NY 1 67,000,000 7.9% 95,000,000 70.5% 1.86x
FL 5 62,521,907 7.4% 83,035,000 75.5% 1.26x
MN 1 59,754,386 7.0% 98,000,000 61.0% 1.50x
OR 7 52,142,455 6.1% 77,750,000 67.1% 1.50x
MO 1 41,850,000 4.9% 60,000,000 69.8% 1.61x
AL 7 32,152,460 3.8% 39,120,000 82.2% 1.25x
MS 3 13,635,978 1.6% 17,560,000 77.7% 1.23x
ID 3 12,539,089 1.5% 19,350,000 64.8% 1.41x
TN 3 10,798,633 1.3% 13,990,000 77.2% 1.22x
LA 1 9,144,690 1.1% 10,900,000 83.9% 1.21x
WA 2 7,087,156 0.8% 12,650,000 56.0% 1.86x
AZ 1 5,709,026 0.7% 8,600,000 66.4% 1.48x
WY 1 2,407,635 0.3% 3,500,000 68.8% 1.69x
KY 1 1,178,196 0.1% 1,400,000 84.2% 1.21x
------------ -------------- --------------- --------------- ---------------- ----------------
Total / Weighted Average 59 $848,482,929 100.0% $1,413,060,000 64.8% 1.67x
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-8
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
PROPERTY AND LOAN SUMMARIES
Copley Place. Copley Place is a 3.7-million-square-foot, mixed-use development
opened in 1983 comprised of a 368,921 square-foot regional shopping center,
845,323 square feet in office space in four interconnected towers, and two
garages with a total of 1,525 parking spaces. Also part of Copley Place, but not
subject to the lien created by the mortgage, are a 1,200-room Marriott Hotel, an
812-room Westin Hotel, and 104 cooperative residences. [S-79]
The Loan has a principal balance as of the Cut-Off Date of approximately
$96,908,666 and is evidenced by a Class A Promissory Note in the original
principal amount of $97,500,000. The Loan is secured by a first-priority
mortgage lien encumbering Copley Place; the mortgage also secures a Class B
Promissory Note in the original and current principal amount of $97,500,000. The
Copley Class B Note was retained by MetLife and will not be an asset of the
Trust Fund. [S-79]
Brookfield Properties. The Brookfield Property consists of Dain Bosworth Plaza
and Gaviidae Common Phase II, a mixed-use office and retail development located
in the downtown core, or the financial district, of Minneapolis, MN. The
property consists of a 40-story, 592,953-square-foot Class A office tower, a
119,271-square-foot department store occupied by Neiman Marcus, and a
69,593-square foot, four-level vertical retail mall. Three subterranean levels
provide off-street parking with 220 underground parking stalls. [S-91]
The Loan was originated by Midland Loan Services, L.P., a Missouri limited
partnership and acquired simultaneously therewith by Merrill Lynch Mortgage
Capital, Inc., on May 13, 1997. The Loan had an original principal amount of
$60,000,000 and has a principal balance as of the Cut-Off Date of $59,754,386.
[S-91]
Tower Realty. The Tower Realty Loan is secured by two (2) properties, Tower 45
and One Orlando Center. Tower 45 is a 40-story, Class A office building
constructed in 1989 on a 15,565-square-foot site located in midtown Manhattan.
Tower 45 contains approximately 455,033 rentable square feet (443,086 square
feet of net rentable square feet), including 425,871 square feet of office space
on floors 2 through 40, 4,583 square feet of retail space, and an on-site
47-space parking garage. The two largest tenants, D.E. Shaw & Co., L.P., and
Equitable Life Assurance Society of the United States, occupy 63,871 square feet
(14.5% of GLA), and 44,081square feet (10% of GLA), respectively. One Orlando
Center is a 19-story Class A office building constructed in 1987, with a
detached multi-level parking garage. One Orlando Center contains approximately
355,164 rentable square feet, of which First Union Bank and United Healthcare,
the two (2) largest tenants, occupy 69,363 square feet (19.5% of GLA) and 39,245
square feet (11.1% of GLA), respectively. [S-110]
The Loan was originated in the amount of $54,000,000 by Midland Loan Services,
L.P. on October 16, 1997 and acquired simultaneously therewith by Merrill Lynch
Mortgage Capital, Inc. On November 26, 1997, the principal amount of the
original Loan was increased by $53,000,000, and the original Loan was
consolidated, amended, and restated to from a single lien on the Tower Realty
Properties with a principal balance on such date of $107,000,000. The Loan has a
principal balance as of the Cut-Off Date of approximately $107,000,000. [S-110]
Franklin Mills. Franklin Mills Outlet Mall is a 1.7-million-square-foot,
super-regional outlet shopping mall that opened in 1989 and was renovated in
1997; the space is configured as seven single-story connected legs joined in a
zigzag pattern, with each leg representing different merchandise price points.
Anchors are located on each end of the legs. Parking is available on-site for
approximately 7,100 cars. Liberty Plaza, located across the street from Franklin
Mills, is also part of the collateral package. Liberty Plaza contains 304,463
rentable square feet and parking for 1,700 cars. [S-130]
The Loan was originated by Midland Loan Services, L.P. and acquired
simultaneously therewith by Merrill Lynch Mortgage Capital, Inc., on May 5,
1997. The Loan had a balance at origination of $110,000,000. On August 8, 1997,
at the election of the borrower under the loan, the principal amount of the
mortgage note was increased by $20,000,000. Subject to the terms of the Franklin
Mills Note, the Franklin Mills Borrower may request an additional increase in
principal up to an aggregate principal indebtedness of $165,000,000. Any
Additional Amount that may be funded pursuant to the terms of the Franklin Mills
will not be deposited in the Trust Fund. The Trust Fund will not be obligated to
advance any such Additional Amounts. The Franklin Mills Loan has a principal
balance as of the Cut-Off Date of approximately $129,493,575. [S-130]
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-9
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
PROPERTY AND LOAN SUMMARIES (con't)
Newton Oldacre McDonald. The Properties securing the Newton Oldacre McDonald
Loan are comprised of Newton Oldacre McDonald's fee interests in 19 community
and neighborhood retail shopping centers located in Alabama, Tennessee, Florida,
Mississippi, Kentucky and Louisiana. The Properties range in size from
approximately 7,488 square feet to 191,787 square feet,with an average size of
66,923 square feet. The NOM Properties range in age from less than one year to
approximately 22 years. Four of the NOM Properties, or 10.6% of GLA, have opened
within the twelve months prior to November 1, 1997, and 13 of the properties, or
67.8% of GLA, have either opened or undergone renovation within the past five
years. [S-147]
The Newton Oldacre McDonald Loan was made to the Borrower in two advances. The
first advance of the Newton Oldacre McDonald Loan, in the original principal
amount of $76,702,000 was originated by Midland Loan Services, L.P. ("Midland")
on October 14, 1997 and acquired simultaneously therewith by Merrill Lynch
Mortgage Capital, Inc. Subsequently, the Newton Oldacre McDonald Loan was
acquired by Midland in connection with the origination of the second advance
(the "Second Advance") of $12,800,000 on November 26, 1997 and reacquired
simultaneously therewith by MLMC. The Newton Oldacre McDonald Loan has a
principal balance as of the Cut-Off Date of approximately $89,431,863, and is
evidenced by a consolidated, amended, and restated mortgage note. [S-147]
Four Seasons Biltmore. The Four Seasons Biltmore Hotel is a 217-room luxury
hotel located on approximately 18 acres of oceanfront property near Santa
Barbara, California. It has been rated "Four A, Four Diamond" by the American
Automobile Association and has also received Mobil Travel Guide's prestigious 4
Star Award. The hotel features 15,000 square feet of meeting and banquet spaces,
four restaurants, a fully staffed health club and spa, three tennis courts, and
a private beach club called the Coral Casino Beach Club (non-gaming related)
which offers an Olympic-sized swimming pool. There are also over 300 parking
spaces and a gift shop located on the premises. The Four Seasons Biltmore Hotel
was originally built in 1927, had subsequent improvements in 1937 and 1983, and
was renovated between 1988-1990. Noted landscape architect Ralph Stevens
designed the grounds, which feature hundreds of species of rare and exotic
plants. There are also 13 guest cottages, as well as a recreation area for
croquet, shuffleboard, and a putting green. [S-169]
The Loan was originated by Midland Loan Services, L.P. on November 24, 1997 and
acquired simultaneously therewith by Merrill Lynch Mortgage Capital Inc. The
Loan had a principal balance at origination of $63,000,000. [S-169]
Ritz-Carlton. The Ritz-Carlton Hotel, St. Louis, Missouri is a multi-story,
301-room luxury hotel situated on approximately three acres in Clayton,
Missouri. It has been rated "Four A, Four Diamond" by the American Automobile
Association and has also received Mobil Travel Guide's 4 Star Award. The hotel
features 29,000 square feet of meeting and banquet spaces, two restaurants, a
fully staffed health club, a cigar club, an indoor swimming pool and a sauna.
The Ritz-Carlton Hotel, St. Louis was built in 1990. For the twelve month period
ended September 30, 1997, the average occupancy rate for the Ritz-Carlton Hotel,
St. Louis was approximately 76.4% and the average daily room rate (the "ADR")
was approximately $150.17. As of October 20, 1997, the appraised value of the
Ritz-Carlton Hotel, St. Louis was approximately $60,000,000. [S-181]
The Loan was originated by Midland Loan Services, L.P. on November 24, 1997 and
acquired simultaneously therewith by Merrill Lynch Mortgage Capital, Inc. The
Ritz Loan had a principal balance at origination of $41,850,000. [S-181]
Four Seasons, Austin. The Four Seasons Hotel, Austin is a multi-story, 292-room
luxury hotel comprised of approximately three acres of land in Austin, Texas. It
has been rated "Triple A, Four Diamond" by the American Automobile Association
and has also received Mobil Travel Guide's prestigious 4 Star Award. It features
18,021 square feet of meeting and banquet spaces, one restaurant, one cafe, a
fully staffed health club, a heated outdoor pool and a sauna. The Four Seasons
Hotel, Austin was built in 1986, and has undergone renovations in 1996 and 1997.
The individual rooms are each independently heated and cooled by a thermostat
controlled, three speed air handler. [S-193]
The Loan was originated by Midland Loan Services, L.P. on November 24, 1997 and
acquired simultaneously therewith by Merrill Lynch Mortgage Capital, Inc. The
Loan had a principal balance at origination of $45,150,000. [S-193]
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-10
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
PROPERTY AND LOAN SUMMARIES (con't)
Shilo Inns. The Shilo Inns Hotel Portfolio securing the Shilo Inns Loan is
comprised of 17 hotels located in Idaho, Wyoming, Oregon, California,
Washington, and Arizona. The Shilo Inns Hotels range in size from 48 rooms to
245 rooms, totaling 2,000 rooms. As of October 31, 1997 the weighted average
occupancy for the Shilo Inns Hotel Portfolio was 58%, the weighted average daily
rate was $71.31 and the weighted average revenue per available room was $41.45.
[S-206]
The Shilo Inn Loans comprise 17 loans, in the aggregate original principal
amount of $86,622,000. Sixteen of the Shilo Inn Loans were originated by KeyCorp
Real Estate Capital Markets, Inc., on March 18, 1997 and acquired by Merrill
Lynch Mortgage Capital, Inc., on September 26, 1997, and thereafter modified on
September 29, 1997. One of the Shilo Inn Loans was originated on October 28,
1997 by Merrill Lynch Credit Corp. [S-205]
Farb. The Farb Apartments Properties securing the Farb Loan consists of 2
multi-family properties, Nob Hill Apartments and West Point Apartments,
containing a total of 2,606 units. Both properties are located in the Houston,
TX, metropolitan area. As of October 31, 1997 the weighted average occupancy for
the Farb Apartments Properties was 97.2%. [S-225]
The Farb Loans were made to the respective Farb Borrowers, Farb Investment Nob
Hill, Ltd., and Farb Investments West Point, Ltd., in the original principal
amounts, respectively, of $36,240,000 and $28,640,000, were originated by L.J.
Melody and Company on September 19, 1997 and acquired simultaneously therewith
by Merrill Lynch Mortgage Capital, Inc. The Farb Loans have a principal balance
as of the Cut-Off Date, respectively, of approximately $36,184,954 and
approximately $28,596,498. [S-225]
American Apartment Communities I. The American Apartment Communities I portfolio
consists of 10 multi-family properties, containing 1,598 total units, located in
Monterey County, California. The properties were built between 1963 and 1986. As
of October 1997, the weighted-average occupancy of the American Apartment
Communities I portfolio was approximately 96.4%. [S-245]
The Loan was originated by Midland Loan Services, L.P. on December 31, 1996, and
acquired simultaneously therewith by Merrill Lynch Mortgage Capital, Inc. The
Loan had a principal balance at origination of $45,000,000 and has a principal
balance as of the Cut-Off Date of approximately $44,440,152. [S-242]
American Apartment Communities II. The American Apartment Communities II
portfolio is comprised of two (2) multi-family complexes located in Northern
California, Birch Creek Apartments and Marina Playa Apartments. Birch Creek
Apartments, located in Mountain View, CA, is a 184-unit residential complex
consisting of 20 two-story buildings. The property, constructed in 1968, is
situated on a 6.4-acre site and contains 162,000 Net Rentable Square Feet. The
property contains 200 carport-style parking spaces and 187 uncovered parking
spaces. Marina Playa Apartments, loacted in Santa Clara, CA, is a 272-unit
residential complex consisting of 14 two-story buildings. The property,
constructed in 1971, is situated on a 10.0-acre site and contains 230,084 Net
Rentable Square Feet. The property contains 227 carport-style parking spaces and
211 uncovered parking spaces. [S-267]
The Loan was originated by Midland Loan Services, L.P. on July 2, 1997 and
acquired simultaneously therewith by Merrill Lynch Mortgage Capital, Inc. The
Loan had a principal balance at origination of $21,000,000.00 and has a
principal balance as of the Cut-Off Date of approximately $20,940,017. [S-267]
- --------------------------------------------------------------------------------
Investors should read the Underwriters' Statement which
accompanies this Collateral Term Sheet. If the Statement is
not included, please contact your account representative. Do
not use this information if you have not received and reviewed
the Statement.
Prospective investors are advised to carefully read, and
should rely solely on, the final prospectus and prospectus
supplement (the "Final Prospectus") relating to the Offered
Securities referred to in such Underwriters' Statement (the
[LOGO] "Offered Securities") in making their investment decision.
Merrill Lynch This Collateral Term Sheet does not include all relevant
(212) 449-3860 information relating to the collateral described herein,
particularly with respect to the risks and special
considerations associated therewith. All collateral
information contained herein is preliminary and such
information may change. Although the information contained in
this Collateral Term Sheet is based on sources which the
Underwriters believe to be reliable, the Underwriters make no
representation or warranty that such information is accurate
or complete. Such information should not be viewed as
projections, forecasts, predictions or opinions with respect
to value. Prior to making any investment decision, a
prospective investor should receive and fully review the Final
Prospectus. NOTHING HEREIN SHOULD BE CONSIDERED AN OFFER TO
SELL OR SOLICITATION OF AN OFFER TO BUY ANY SECURITIES. This
Collateral Term Sheet and the information contained herein
will be superseded by the description of the collateral
contained in the Prospectus Supplement.
- --------------------------------------------------------------------------------
C-11
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Copley Place
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
Class A Note: $97,500,000 $96,908,666
Total: $195,000,000 $194,408,666
Origination Date: July 30, 1997
Anticipated Repayment
Date ("ARD"): N/A
Maturity Date:
Class A Note: The Class A Note will receive principal payments
and will amortize based upon the full principal
balance of $195,000,000.
Total: August 1, 2007
Interest Rate:
Class A Note: 6.75%
Total: 7.44%
Amortization: 30 years
Event of Default: The Class B Note is subordinate to the Class A
Note with respect to the monies collected on the
underlying Loan. In the event that an Event of
Default has occurred and is continuing for a
period of two (2) months, and if the Servicer,
the Class A Note Holder, and the Class B Note
Holder are unable to reach agreement with
respect to an appropriate course of action, the
Class B Note Holder may elect to (i) require the
Servicer to commence forclosure, or (ii)
purchase the Class A Note Holder's Interest. If,
after five months, the Class B Note Holder has
taken no action on a loan which is in default,
the Servicer must commence foreclosure
proceedings.
Prepayment Terms/
Defeasance/
Release Provisions: Prepayment of the Mortgage Loan is permitted in
whole, but not in part, provided that (i) all
amounts due on or before the Prepayment Date
have been paid in full, (ii) a written notice of
prepayment has been delivered to the Class A
Note Holder and Class B Note Holder, (iii) the
DSC: Holder of each Note has received no less
than five business days' notice of the actual
date of prepayment, and (iv) the Note Prepayment
Fee or yield maintenance plus 50 basis points
has been provided by the Borrower.
Servicer: Metropolitan Life Insurance Company will be the
Servicer for both the Class A Note and the Class
B Note. Pursuant to the Copley Place Servicing
Agreement, the Servicer has no authority to
modify the terms of the Copley Place loan
without the prior written consent of the Class A
Note Holder and Class B Note Holder.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Mixed-use Retail / Office
Weighted-Average
Occupancy: Retail 98.9%
Office 96.2%
---------------------------------
Total 97.1%
Year Built: 1984
The Collateral: Copley Place
Retail/Office Mix: Retail 368,921 square feet
Office 845,323 square feet
------------------------------------
Total 1,214,244 square feet
Property
Management: Overseas Management, Inc.
1996 Net
Operating Income: $25,370,123
Underwritten
Cashflow: $21,882,091
Appraised Value: $315,000,000
Appraised By: Landauer Real Estate Counselors
Appraisal Date: June 30, 1997
LTV as of 12/1/97:
Class A Note: 30.8%
Class A and B
Notes: 61.7%
Annual Debt Service:
Class A Note:1 $8,132,794
Class A and B
Notes: $16,265,588
DSC:
Class A Note: 2.69x
Class A and B
Notes: 1.35x
Loan/Sq. Ft.
as of 12/1/97:
Class A Note: $79.93
Class A and B
Notes: $160.11
- ----------
(1) Represents 50% of amount due under Class A and Class B Notes.
- --------------------------------------------------------------------------------
C-12
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Dain Bosworth Plaza / Gaviidae Common Phase I & II
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$60,000,000 $59,754,386
Origination Date: May 13, 1997
Anticipated Repayment
Date ("ARD"): June 1, 2007
Maturity Date: June 1, 2027
Interest Rate: 8.00%
Amortization: 30 years
Hyperamortization: Subsequent to June 1, 2007, the interest rate
will increase to the greater of 13.00% or 500
basis points plus the interpolated UST rate with
a term approximating the period from the ARD to
the Maturity Date (the "Revised Interest Rate").
Additionally, all excess cash flow will be
captured under the terms of the Cash Collateral
Agreement and applied to the outstanding
principal balance of the Note. Interest due
under the Revised Interest Rate above that which
is due under the Initial Interest Rate will be
payable subsequent to the payment of principal.
Any interest due under the Note but not paid
will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: Prepayment is not permitted until 180 days prior
to the ARD of June 1, 2007 beyond which the
prepayment in full without penalty is permitted.
Defeasance will be permitted the earlier of four
years from the date of Closing and two years
from the date on which the Mortgage Loan was
deposited into a REMIC.
The Borrowers: The borrowing entity, Brookfield DB Inc., as
well as the general partner of the Borrower is
organized as a special-purpose,
bankruptcy-remote entity.
Master Lease: As additional collateral for the Mortgage Loan,
Brookfield Arc Inc. has entered into a Master
Lease of approximately 20,000 square feet of
retail space in Gaviidae Common Phase II. The
Master Lease is guaranteed by the Edper Group
Limited and will remain in effect until the
earlier of (i) May 1, 2007 or (ii) such time as
Dain Bosworth Plaza and Gaviidae Common Phases I
and II achieve a Debt Service Coverage Ratio of
1.50x with respect to the prior six months.
Pledge of Gaviidae
Common Phase I: First lien interest in Gaviidae Common Phase I
has been pledged as additional collateral for
the Mortgage Loan until such time that Dain
Bosworth Plaza and Gaviidae Common Phase II
achieve a Debt Service Coverage Ratio of 1.50x
with respect to the prior six months.
Capital and TI Reserve: Commencing one year prior to the expiration of
any Material Lease, the Borrower shall escrow
monthly 1/12 the product of (i) $35/Sq. Ft. for
any Material Lease which is an office lease or
$15/Sq. Ft. for any Large Lease which is a
retail lease and (ii) the square footage of the
applicable lease. A Material Lease is defined as
a lease in excess of 20,000 square feet for
space within Dain Bosworth Plaza and 10,000
square feet for space within Gaviidae Common
Phase II. The reserve is effective only after
the release of the Gaviidae I Pledge and until a
fully executed lease is delivered for the
applicable space.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Mixed-use Retail / Office
Occupancy: Dain Bosworth/Gaviidae Phase II 95.3%
Gaviidae Phase I 97.2%
------------------------------------------------
Weighted Average Total 95.6%
Year Built: Dain Bosworth Plaza/ Gaviidae Phase II: 1991
Gaviidae Phase I: 1989
The Collateral: Dain Bosworth Plaza and Gaviidae Common Phase II
Gaviidae Common Phase I will provide additional
collateral until release requirements are
satisfied as described above.
Retail/Office Mix: Dain Bosworth Plaza/ Gaviidae Phase II:
Retail: 188,864 sq. ft.
Office: 592,953 sq. ft.
Gaviidae Phase I:
Retail: 136,142 sq. ft.
Property
Management: Brookfield Management Services, LLC
1996 Net Operating
Income: Dain Bosworth/Gaviidae Phase II $4,628,483
Gaviidae Phase I $693,564
------------------------------------------------
Total $5,322,047
Underwritten
Cashflow: Dain Bosworth/Gaviidae Phase II $6,908.912
Gaviidae Phase I $1,012,636
------------------------------------------------
Total $7,921,547
Appraised Value: Dain Bosworth/Gaviidae Phase II $86,000,000
Gaviidae Phase I $12,000,000
------------------------------------------------
Total $98,000,000
Appraised By: Lunz Massopust Reid Decaster & Lammers Inc.
Appraisal Date: March 1, 1997
LTV as of 12/1/97: 60.9%
Annual Debt Service: $5,283,105
DSC: 1.50x
Loan/Sq. Ft.
as of 12/1/97: $65.09 / sq. ft.
- --------------------------------------------------------------------------------
C-13
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Tower Realty Trust
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$107,000,000 $107,000,000
Origination Date: November 26, 1997
Anticipated Repayment
Date ("ARD"): November 1, 2004
Maturity Date: November 1, 2027
Blended Interest Rate: 6.8174%
Amortization: 2 years Interest Only, then 28 year amortization
schedule.
Hyperamortization: Subsequent to November 1, 2004, the interest
rate will increase to the greater of 8.8174% or
200 basis points plus the interpolated 15-year
UST rate. Additionally, all excess cash flow
will be captured under the terms of the Cash
Collateral Agreement and applied to the
outstanding principal balance of the Note.
Interest due under the Revised Interest Rate,
which is in excess of that which is due under
the Initial Interest Rate, will be payable
subsequent to the payment of principal. Any
interest due under the Note but not paid will be
accrued.
Prepayment Terms/
Defeasance/
Release Provisions: Prepayment is locked out through October 31,
2004. Subsequent to and including November 1,
2004, the Note is prepayable without penalty.
Subsequent to the earlier of October 16, 2000 or
the second anniversary of the date of
securitization of this loan, defeasance will be
permitted upon the delivery of appropriate
Defeasance Collateral. Partial defeasance is
permitted upon delivery of 125% of the Allocated
Loan Amount.
The Borrower: The borrowing entity, Magnolia Associates, Ltd.,
as well as its general partner, is organized as
a special-purpose, bankruptcy-remote entity.
Tenant Improvements &
Leasing Commission
Reserves:
Tower 45: Ongoing reserves equal to 1/12 the product of
$2.00 and the total square footage. One year
prior to expiration of a material lease, an
additional monthly reserve equal to 1/12 the
product of $35, adjusted on an annual basis for
CPI, and the square footage of space leased to
tenants with material leases. Material leases
are those leases comprising at least 25,000
square feet.
One Orlando Center: Ongoing reserves equal to 1/12 the product of
$1.50 and the total square footage. One year
prior to expiration of a material lease, an
additional monthly reserve equal to 1/12 the
product of $25, adjusted on an annual basis for
CPI, and the square footage of space leased to
tenants with material leases. Material leases
are those leases comprising at least 20,000
square feet.
Cross-Collateralization/
Default: Yes
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Office
Location: Tower 45
120 West 45th Street
New York, New York
One Orlando Center
800 North Magnolia Avenue
Orlando, Florida
Occupancy: Tower 45: 99.2%
One Orlando Center: 100.0%
---------------------------------------------
Weighted Average: 99.5%
Rentable
Square Feet: Tower 45: 455,033
One Orlando Center: 355,164
---------------------------------------------
Total: 810,197
Year Built: Tower 45: 1989
One Orlando Center: 1987
The Collateral: Tower 45
One Orlando Center
Property
Management: Tower Realty Operating Partnership, L.P.
1996 Net Operating
Income: Tower 45: $11,909,991
One Orlando Center: $5,391,638
---------------------------------------------
Total: $17,301,629
Underwritten
Cashflow: Tower 45: $9,994,189
One Orlando Center: $4,054,729
---------------------------------------------
Total: $14,048,919
Appraised Value: Tower 45: $95,000,000
One Orlando Center: $55,000,000
---------------------------------------------
Total: $150,000,000
Appraised By: Cushman & Wakefield
Appraisal Date: Tower 45: September 26, 1997
One Orlando Center: September 23, 1997
LTV as of 12/1/97: 71.3%
Annual Debt Service: $8,572,328
DSC: 1.64x
Loan/Sq. Ft.
as of 12/1/97: $132.07
- --------------------------------------------------------------------------------
C-14
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Franklin Mills / Liberty Plaza
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$130,000,000 $129,493,575
Additional Amount: The borrower may request an additional increase
in the Principal Amount to an amount (the
"Additional Amount") by giving an additional
Increase Notice not less than thirty (30) days
prior to the first anniversary of the Closing
Date. This increase will be funded pari passu by
Merrill Lynch, separate from this transaction.
The Additional Amount will not cause the DSCR to
fall below 1.50x nor cause the LTV to increase
above 65%, and it will be limited to $35
million. The Trust Fund will not be obligated to
advance the Additional Amount and the Additional
Amount will not be on asset of the Trust Fund.
Franklin Mills
Allocated Loan Amount: $120,000,000
Liberty Plaza
Allocated Loan Amount: $10,000,000
Origination Date: $110,000,000 - May 5, 1997
$ 20,000,000 - August 8, 1997
Anticipated Repayment
Date ("ARD"): June 1, 2007
Maturity Date: June 1, 2027
Blended Interest Rate: 7.814%
Amortization: 30 years
Hyperamortization: Subsequent to June 1, 2007, the interest rate
will increase to the greater of 12.81% or 500
basis points plus the interpolated 15-year UST
rate with a term approximating the period from
the ARD to the Maturity Date (the "Revised
Interest Rate"). Additionally, all excess cash
flow will be captured under the terms of the
Cash Collateral Agreement and applied to the
outstanding principal balance of the Note.
Interest due under the Revised Interest Rate
above that which is due under the Initial
Interest Rate will be payable subsequent to the
payment of principal. Any interest due under the
Note but not paid will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: Prepayment is locked out through November 5,
2006. Subsequent to and including November 6,
2006, the Note is prepayable without penalty.
Defeasance is permitted upon the second
anniversary of securitization of the Note.
Partial defeasance is permitted upon delivery of
125% of the Allocated Loan Amount.
Cash flow from both properties is available for
debt service, but Liberty Plaza may be released
from the lien upon a 1.5x DSCR and posting of
defeasance collateral among other things.
Additionally, the Borrower may sell pads under a
ground lease subject to Rating Agency approval.
The Borrowers: The borrowing entities, Franklin Mills
Associates L.P. and Liberty Plaza L.P., as well
as their general partners, are organized as
special-purpose, bank-ruptcy-remote entities.
Capital Replacement
Reserve: A monthly reserve equal to 1/12 of the product
of $0.25 and the square footage of space leased
to tenants.
Cross-Collateralization/
Default: Yes
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Retail
Location: Franklin Mills
Liberty Plaza Shopping Center
Philadelphia, PA
The Collateral: A super regional outlet mall and power shopping
center with an aggregate gross leaseable area of
1,965,742 square feet.
Anchors include: Spiegel, JC Penney, Burlington
Coat Factory, Marshalls, General Cinema, Sam's
Wholesale Club and Phar-Mor.
Weighted Average
Occupancy: 88.5%
Total Square Feet: 1,965,742
Year Built: 1989
Property
Management: Management Associates L.P.
1996 Net
Operating Income: $18,314,963
Underwritten
Cashflow: $18,545,245
Aggregate Appraised
Value: $214,000,000
Appraised By: Cushman & Wakefield
Appraisal Date: April 16, 1997
LTV as of 12/1/97: 60.6%
Annual Debt Service: $11,245,596
DSC: 1.65x
Loan/Sq. Ft.
as of 12/1/97: $65.88
- --------------------------------------------------------------------------------
C-15
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Newton Oldacre McDonald
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$89,502,000 $89,431,863
Non-Property Related
Mezzanine Debt: $ 5,000,000
Origination Date: October 14, 1997; November 28,1997
Anticipated Repayment
Date ("ARD"): November 1, 2012
Maturity Date: November 1, 2027
Interest Rate: 7.526% (Blended)
Amortization: 30 years
Hyperamortization: Subsequent to November 1, 2012, the interest
rate will increase to the greater of 200 basis
points above the applicable NOM Initial Interest
Rate or 200 basis points plus the interpolated
UST rate with a term approximating the period
from the ARD to the Maturity Date (the "Revised
Interest Rate") for each of the respective
mortgage loans. Additionally, all excess cash
flow will be captured under the terms of the
Cash Collateral Agreement and applied to the
outstanding principal balance of the Note.
Interest due under the Revised Interest Rate
above that which is due under the Initial
Interest Rate will be payable subsequent to the
payment of principal. Any interest due under the
Note but not paid will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: Prepayment is not permitted until November 1,
2012 beyond which prepayment in full without
penalty is permitted. Subsequent to the third
anniversary of the date of securitization of
this loan, defeasance will be permitted upon the
delivery of appropriate Defeasance Collateral.
Release is permitted with payment of 125% of
allocated Loan Amount or posting of defeasance
collateral.
Expansion Provisions: Borrower has a right to expand provided that all
obligations and liabilities of the expansion are
borne by investment-grade tenants.
The Borrowers: Each of the fifteen (15) separate borrowing
entities, as well as the general partner of each
Borrower, is organized as a special-purpose,
bankruptcy-remote entity.
Capital Replacement
Reserve: Through the month of the fifth anniversary of
the closing of the Mortgage Loan, a monthly
reserve equal to 1/12 of the product of $0.05
and the square footage of space leased to
tenants not identified as Anchor Tenants.
Subsequent to the fifth anniversary, 1/12 of the
product of $0.10 and the square footage of space
leased to tenants not identified as Anchor
Tenants.
Tenant Improvement and
Leasing Commission
Reserve: If the occupancy rate of any Property shall fall
below 92.5% at any point during the term of the
loan, a monthly reserve equal to 1/12 of the
product of $.50 and the rentable square footage
of any property in which occupancy falls below
92.5%.
Cross-Collateralization/
Default: Yes
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Retail
Property Location by Allocated Loan Amount
[THE FOLLOWING TABLE WAS DEPICTED AS A PIE GRAPH IN THE PRINTED MATERIAL.]
State Amount
----- ------
AL 36.0%
FL 25.2%
KY 1.3%
LA 10.2%
MS 15.2%
TN 12.1%
Weighted Average
Occupancy: 96.9%
Total Square Feet: 1,338,462
Year Built: Various
The Collateral: 19 community shopping centers, encompassing
total GLA of 1,338,462 SF.
Anchors include: Winn-Dixie, Wal-Mart, Revco,
Delchamps, Big B Drugs (CVS), Harco (Rite Aid),
TJX and Eckerd
Property
Management: Newton Oldacre McDonald, L.L.C.
Underwritten
Cashflow: $9,426,049
Appraised Value: $111,005,000
Appraised By: H.J. Porter Associates
Huber & Lamb Appraisal Group, Inc.
Appraisal Date: August 4, 1997 - November 20, 1997
LTV as of 12/1/97: 80.6%
Annual Debt Service: $7,609,166
DSC: 1.24x
Loan /Sq. Ft.
as of 12/1/97: $66.82/Sq. Ft.
- --------------------------------------------------------------------------------
C-16
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Four Seasons Biltmore Hotel, Santa Barbara, CA
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$63,000,000 $63,000,000
Origination Date: November 24, 1997
Anticipated Repayment
Date ("ARD"): December 1, 2007
Maturity Date: December 1, 2022
Interest Rate: 7.138%
Amortization: 25 years
Hyperamortization: Subsequent to December 1, 2007, the interest
rate will increase to the greater of 9.138% or
200 basis points plus the interpolated UST rate
with a term approximating the period from the
ARD to the Maturity Date (the "Revised Interest
Rate"). Additionally, all excess cash flow will
be captured under the terms of the Cash
Collateral Agreement and applied to the
outstanding principal balance of the Note.
Interest due under the Revised Interest Rate
above that which is due under the Initial
Interest Rate will be payable subsequent to the
payment of principal. Any interest due under the
Note but not paid will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: The loan is not prepayable prior to the date
three months prior to the ARD. Subsequent to
this date, prepayment in full, but not in part,
is permitted without penalty. Subsequent to the
third anniversary of the Origination Date or the
second anniversary of securitization of the
loan, defeasance will be permitted upon the
delivery of appropriate defeasance collateral.
The Borrower: The borrowing entity, Channel Drive, LLC, as
well as its general partner, is organized as a
special-purpose, bankruptcy-remote entity.
Lien Position: First mortgage lien on the Four Seasons Biltmore
Hotel in Santa Barbara, CA.
Cross-Collateralization/
Default: No
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Hotel
1995 1996 TTM
---- ---- ---
Occupancy: 73.9% 78.7% 80.3%
ADR: $205.34 $220.79 $242.33
RevPAR: $151.75 $173.76 $195.32
Rooms: 217
Year Built: 1927, 1937, 1983
Renovated in 1988 - 90
The Collateral: The Four Seasons Biltmore Hotel, a full-service
hotel in Santa Barbara, CA.
Property
Management: Four Seasons Hotels Limited
1996 Net
Operating Income: $6,603,428
Underwritten
Cashflow: $8,616,344
Appraised Value: $90,500,000
Appraised By: PKF Consulting
Appraisal Date: October 1, 1997
LTV as of 12/1/97: 69.6%
Annual Debt Service: $5,460,269
DSC: 1.58x
Loan/Room
as of 12/1/97: $290,323
- --------------------------------------------------------------------------------
C-17
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Ritz-Carlton Hotel, St. Louis, MO
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original November 1, 1997
-------- ----------------
$41,850,000 $41,850,000
Origination Date: November 24, 1997
Anticipated Repayment
Date ("ARD"): December 1, 2007
Maturity Date: December 1, 2022
Interest Rate: 7.188%
Amortization: 25 years
Hyperamortization: Subsequent to December 1, 2007, the interest
rate will increase to the greater of 9.188% or
200 basis points plus the interpolated UST rate
with a term approximating the period from the
ARD to the Maturity Date (the "Revised Interest
Rate"). Additionally, all excess cash flow will
be captured under the terms of the Cash
Collateral Agreement and applied to the
outstanding principal balance of the Note.
Interest due under the Revised Interest Rate
above that which is due under the Initial
Interest Rate will be payable subsequent to the
payment of principal. Any interest due under the
Note but not paid will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: The loan is not prepayable prior to the date
three months prior to the ARD. Subsequent to
this date, prepayment in full, but not in part,
is permitted without penalty. Subsequent to the
third anniversary of the Origination Date or the
second anniversary of securitization of the
loan, defeasance will be permitted upon the
delivery of appropriate defeasance collateral.
The Borrower: The borrowing entity, HEF 1 - STL No.1, LLC, as
well as its general partner, is organized as a
special-purpose, bankruptcy-remote entity.
Lien Position: First mortgage lien on the Ritz-Carlton - St.
Louis Hotel in Clayton, MO.
Cross-Collateralization/
Default: No
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Hotel
1995 1996 TTM
---- ---- ---
Occupancy: 74.3% 74.0% 75.6%
ADR: $136.49 $145.13 $149.72
RevPAR: $101.41 $107.40 $113.19
Rooms: 301
Year Built: 1990
The Collateral: The Ritz-Carlton - St. Louis Hotel, a
full-service hotel in Clayton, MO.
Property
Management: The Ritz-Carlton Hotel Company, L.L.C.
1996 Net
Operating Income: $5,054,393
Underwritten
Cashflow: $5,879,133
Appraised Value: $60,000,000
Appraised By: PKF Consulting
Appraisal Date: October 1, 1997
LTV as of 12/1/97: 69.8%
Annual Debt Service: $3,643,604
DSC: 1.61x
Loan/Room
as of 12/1/97: $139,037
- --------------------------------------------------------------------------------
C-18
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Four Seasons Hotel, Austin, TX
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$45,150,000 $45,150,000
Origination Date: November 24, 1997
Anticipated Repayment
Date ("ARD"): December 1, 2007
Maturity Date: December 1, 2022
Interest Rate: 7.188%
Amortization: 25 years
Hyperamortization: Subsequent to December 1, 2007, the interest
rate will increase to the greater of 9.188% or
200 basis points plus the interpolated UST rate
with a term approximating the period from the
ARD to the Maturity Date (the "Revised Interest
Rate"). Additionally, all excess cash flow will
be captured under the terms of the Cash
Collateral Agreement and applied to the
outstanding principal balance of the Note.
Interest due under the Revised Interest Rate
above that which is due under the Initial
Interest Rate will be payable subsequent to the
payment of principal. Any interest due under the
Note but not paid will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: The loan is not prepayable prior to the date
three months prior to the ARD. Subsequent to
this date, prepayment in full, but not in part,
is permitted without penalty. Subsequent to the
third anniversary of the Origination Date or the
second anniversary of securitization of the
loan, defeasance will be permitted upon the
delivery of appropriate defeasance collateral.
The Borrower: The borrowing entity, HEF 1 - AUS No.2, LLC, as
well as its general partner, is organized as a
special-purpose, bankruptcy-remote entity.
Lien Position: First mortgage lien on the Four Seasons Hotel in
Austin, TX.
Cross-Collateralization/
Default: No
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Hotel
1995 1996 TTM
---- ---- ---
Occupancy: 79.4% 76.5% 80.6%
ADR: $145.92 $158.16 $166.05
RevPAR: $115.86 $120.99 $133.83
Rooms: 291
Year Built: 1986
The Collateral: The Four Seasons Hotel, a full-service hotel in
Austin, TX.
Property
Management: Four Seasons Hotels Limited
1996 Net
Operating Income: $4,670,912
Underwritten
Cashflow: $6,165,711
Appraised Value: $60,200,000
Appraised By: PKF Consulting
Appraisal Date: October 1, 1997
LTV as of 12/1/97: 75.0%
Annual Debt service: $3,930,910
DSC: 1.57x
Loan/Room
as of 12/1/97: $155,155
- --------------------------------------------------------------------------------
C-19
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Shilo Inns Hotel Portfolio
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
Initial Funding: $65,977,276 $65,765,282
Additional Funding: $20,000,000 $19,967,537
Origination Date:
Initial Funding: Originally closed as an adjustable-rate
mortgage on March 18, 1997. Locked at a fixed
rate of 8.47% on September 29, 1997.
Additional Funding: October 28, 1997
Maturity Date:
Initial Funding: October 1, 2017
Additional Funding: November 1, 2017
Interest Rate:
Initial Funding: 8.47%
Additional Funding: 8.36%
Amortization: 20 years
Hyperamortization: N/A
Prepayment Terms/
Defeasance/
Release Provisions:
Initial Funding: Prepayment is locked out through and including
September 30, 2007. Subsequent to and including
October 1, 2007, the Note may be prepaid in
whole, on regularly scheduled Payment Dates,
provided that the Borrower pay a prepayment
premium of the greater of 1% of the outstanding
principal balance or yield maintenance
discounted at the Interpolated United States
Treasury Rate adjusted to the Monthly Equivalent
Yield.
Additional Funding: Prepayment is locked out through and including
October 30, 2007. Subsequent to and including
November 1, 2007, the Note may be prepaid in
whole, on regularly scheduled Payment Dates,
provided that the Borrower pay a prepayment
premium of the greater of 1% of the outstanding
principal balance or yield maintenance
discounted at the Interpolated United States
Treasury Rate adjusted to the Monthly Equivalent
Yield.
The Borrower: Each of the seventeen (17) separate borrowing
entities, as well as the general partner of each
Borrower, is a special-purpose,
bankruptcy-remote entity.
Lien Position: First mortgage liens on the fee simple estates
and corresponding improvements in the seventeen
(17) properties.
Cross-Collateralization/
Default: Yes
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Hotel
Property Location by Allocated Loan Amount
[THE FOLLOWING TABLE WAS DEPICTED AS A PIE GRAPH IN THE PRINTED MATERIAL.]
State Amount
----- ------
AZ 8.7%
CA 8.9%
ID 19.1%
OR 48.9%
WA 10.8%
WY 3.7%
Weighted-Average
Occupancy: 58%
ADR: $71.31
RevPAR: $41.45
Year Built: Various
Units: 2,000
The Collateral: Seventeen (17) hotel properties located in six
(6) states.
Property
Management: Shilo Inns
Underwritten Net
Cash Flow: $13,541,963
Appraised Value:
Lincoln City, OR: $30,500,000
16 Other Properties: $100,625,000
------------
Total: $131,125,000
Appraised By:
Lincoln City, OR: Arthur Andersen, LLP
16 Other Properties: James Ratkovich & Associates
Appraisal Date:
Lincoln City, OR: August 14, 1997
16 Other Properties: December 1, 1997
LTV as of 12/1/97: 65.4%
Annual Debt Service: $8,917,327
DSC: 1.52x
Loan/Room
as of 12/1/97: $42,866
- --------------------------------------------------------------------------------
C-20
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Farb Investments
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$64,880,000 $64,781,452
Non Property Related
Mezzanine Debt: $1,940,000
Origination Date: September 19, 1997
Maturity Date: October 1, 2007
Interest Rate: 7.40%
Amortization: 30 years
Hyperamortization: N/A
Prepayment Terms/
Defeasance/
Release Provisions: The loan may not be prepaid under any terms
until the period 90 days prior to the Maturity
Date, at which time the balance may be prepaid
without penalty. Subsequent to the fifth
anniversary of the Origination Date or the
second anniversary of securitization of the
loan, defeasance will be permitted upon the
delivery of appropriate defeasance collateral.
The Borrower: The borrowing entities, Farb Investments Nob
Hill, Ltd., and Farb Investments West Point,
Ltd., as well as their general partners, are
organized as special-purpose, bankruptcy-remote
entities.
Lien Position: First mortgage lien on the Nob Hill Apartments
and West Point Apartments.
Cross-Collateralization/
Default: Yes
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Multi-family
Location: Nob Hill Apartments
5410 N. Braeswood Boulevard
Houston, TX
West Point Apartments
8600 Westheimer
Houston, TX
Occupancy: Nob Hill Apartments 98.7%
West Point Apartments 96.3%
---------------------------------------------
Total 97.5%
Units: Nob Hill Apartments 1,326
West Point Apartments 1,280
---------------------------------------------
Total 2,606
Year Built: Nob Hill Apartments 1967- 1970
West Point Apartments 1969 - 1972
The Collateral: 2 multi-family properties, containing a total of
2,606 units
Property
Management: Harold Farb Apartment Homes
1996 Net
Operating Income: Nob Hill Apartments $3,320,289
West Point Apartments $2,497,397
---------------------------------------------
Total $5,817,686
Underwritten
Cashflow: Nob Hill Apartments $3,921,962
West Point Apartments $3,369,272
---------------------------------------------
Total $7,291,234
Appraised Value: $81,100,000
Appraised By: O'Connor & Associates
Appraisal Date: August 7, 1997 (Nob Hill Apartments)
July 29, 1997 (West Point Apartments)
LTV as of 12/1/97: 79.9%
Annual Debt Service: $5,390,592
DSC: 1.35x
Loan / Unit
as of 12/1/97: $24,859
- --------------------------------------------------------------------------------
C-21
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
American Apartment Communities I
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$45,000,000 $44,440,152
Origination Date: December 31, 1996
Anticipated Repayment
Date ("ARD"): January 1, 2004
Maturity Date: January 1, 2022
Interest Rate: 7.75%
Amortization: 25 years
Hyperamortization: Subsequent to January 1, 2004, the Interest Rate
will increase to the greater of 12.75% or 500
basis points plus the interpolated UST rate with
a term approximating the period from the ARD to
the Maturity Date (the "Revised Interest Rate").
Additionally, all excess cash flow will be
captured under the terms of the Cash Collateral
Agreement and applied to the outstanding
principal balance of the Note. Interest due
under the Revised Interest Rate above that which
is due under the Initial Interest Rate will be
payable subsequent to the payment of principal.
Any interest due under the Note but not paid
will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: Prepayment is not permitted through and
including December 31, 2001. Thereafter,
prepayment is permitted in full or in part
without penalty. Subsequent to the second
anniversary of deposit into a REMIC, defeasance
in full will be permitted upon the delivery of
appropriate defeasance collateral. Partial
defeasance is permitted subject to delivery of
125% of the Allocated Loan Amount and to the
DSCR's not falling below either the current DSCR
or 1.60x.
The Borrower: The borrowing entity, CMP - 1, LLC, as well as
its general partner, is organized as a
special-purpose, bankruptcy-remote entity.
Lien Position: First mortgage lien on the portfolio.
Cross-Collateralization/
Default Yes, subject to the release provisions as
described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Multi-family
Location: Monterey County, CA
Weighted-Average
Occupancy: 96.4%
Units: 1,598
Year Built: Various
The Collateral: 10 multi-family properties
Property
Management: JH Real Estate Partners, Inc.
1996 Net
Operating Income: $7,230,240
Underwritten
Cashflow: $7,029,279
Appraised Value: $69,700,000
Appraised By: Arthur Andersen LLP
(Boronda Manor Apartments)
Robert Saia & Associates
(Nine remaining properties)
Appraisal Date: Arthur Andersen LLP 11/19/97
Robert Saia & Associates 9/28/96
LTV as of 12/1/97: 63.8%
Annual Debt Service: 4,078,775
DSC: 1.72x
Loan / Unit
as of 12/1/97: $27,810
- --------------------------------------------------------------------------------
C-22
<PAGE>
$730,000,000 (Approximate)
Investor Preliminary - Term Sheet
Commercial Mortgage Acceptance Corp., Series 1997-ML1
Total Pool Size: $848,482,929 (12 Loans, 59 Properties)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
American Apartment Communities II
================================================================================
- --------------------------------------------------------------------------------
Loan Information
- --------------------------------------------------------------------------------
Principal Balance: Original December 1, 1997
-------- ----------------
$21,000,000 $20,940,017
Origination Date: July 2, 1997
Anticipated Repayment
Date ("ARD"): July 1, 2007
Maturity Date: July 1, 2027
Interest Rate: 7.74%
Amortization: 30 years
Hyperamortization: Subsequent to July 1, 2007, the interest rate
will increase to the greater of 9.74% or 200
basis points plus the interpolated UST rate with
a term approximating the period from the ARD to
the Maturity Date (the "Revised Interest Rate").
Additionally, all excess cash flow will be
captured under the terms of the Cash Collateral
Agreement and applied to the outstanding
principal balance of the Note. Interest due
under the Revised Interest Rate above that which
is due under the Initial Interest Rate will be
payable subsequent to the payment of principal.
Any interest due under the Note but not paid
will be accrued.
Prepayment Terms/
Defeasance/
Release Provisions: Prior to February 1, 2007, the Borrower must pay
a prepayment premium of the greater of 1% of the
outstanding principal balance or a yield
maintenance. After February 1, 2007, the
Borrower may prepay the Loan in whole without
penalty. Subsequent to the second anniversary of
securitization of the loan, defeasance will be
permitted upon the delivery of appropriate
defeasance collateral. Release of the collateral
will be permitted subject to posting of
defeasance collateral or 125% of allocated loan
amount.
The Borrower: The borrowing entity, AAC Funding IV LLC, as
well as its general partner, is organized as a
special-purpose, bankruptcy-remote entity.
Capital Replacement
Reserve: Initial funding of $402,500 at closing for
deferred maintenance. Through July 2002, the
monthly Capital Reserve Requirement is
$11,704.00 ($308 per unit per year). Commencing
August 1, 2002, and continuing through the
Maturity Date, the monthly Capital Reserve
Requirement is $9,500.00 ($250 per unit per
year).
Ground Rent Reserve: $84,315 monthly for payment of both ground
leases
Lien Position: First mortgage liens on the Ground Leasehold
Estates and on Birch Creek Apartments and Marina
Playa Apartments
Cross-Collateralization/
Default: Yes
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Property Type: Multi-family
Location: Birch Creek Apartments
575 South Rengstorff Avenue
Mountain View, CA
Marina Playa Apartments
3500 Granada Avenue
Santa Clara, CA
Weighted-Average
Occupancy: Birch Creek: 97.3%
Marina Playa: 97.4%
---------------------------------------------
Weighted Average: 97.4%
Units: Birch Creek: 184
Marina Playa: 272
---------------------------------------------
Total: 456
Year Built: Birch Creek: 1968
Marina Playa: 1971
The Collateral: Two multi-family properties
Property
Management: AAC Funding IV LLC
1996 Net
Operating Income: Birch Creek: $1,013,214
Marina Playa: $1,713,288
---------------------------------------------
Total: $2,726,502
Underwritten Net
Cash Flow: Birch Creek: $1,288,008
Marina Playa: $2,049,791
---------------------------------------------
Total: $3,337,799
Appraised Value: $32,430,000
Appraised By: Arthur Andersen LLP
Appraisal Date: June 1, 1997
LTV as of 12/1/97: 64.6%
Annual Debt Service: $1,803,618
DSC: 1.85x
Loan / Unit
as of 12/1/97: $45,921
- --------------------------------------------------------------------------------
C-23
