UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report July 6, 1999
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
(Exact name of registrant as specified in its charter)
Missouri 333-60749 43-1681393
(State or other jurisdiction (Commission File Number) (I.R.S.
Employer of incorporation) Identification)
210 West 10th Street, 6th Floor, Kansas City Missouri 64105 (Address
of principal executive offices) (zip code)
Registrant's telephone number, including area code: 816-435-5000
----------------------
<PAGE>
Item 7 Financial Statements, Pro Forma Financial Information and
Exhibits
Exhibit 99 Preliminary Term Sheet for Commercial Mortgage Pass-Through
Certificate Series 1999-C1.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
COMMERCIAL MORTGAGE ACCEPTANCE CORP.
By: /s/ Leon E. Bergman
--------------------------------
Name: Leon E. Bergman
--------------------------------
Title: Executive Vice President
--------------------------------
Date: July 7, 1999
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
- --------------------------------------------------------------------------------
Morgan Stanley [GRAPHIC OMITTED] July 2, 1999
Real Estate Debt Capital Markets
Mortgage Capital Markets
- --------------------------------------------------------------------------------
CMBS New Issue
Preliminary Term Sheet
-------------------------
Expected Pricing Date: July [ ], 1999
-------------------------
$658,587,000
(Approximate)
Commercial Mortgage Acceptance Corp.
as Depositor
Midland Loan Services, Inc.
Residential Funding Corporation
CIBC Inc.
as Sellers
Midland Loan Services, Inc.
as Master Servicer
Banc One Mortgage Capital Markets LLC
as Special Servicer
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
-------------------------
MORGAN STANLEY DEAN WITTER
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
DEUTSCHE BANC ALEX. BROWN
CIBC WORLD MARKETS CORP.
PNC CAPITAL MARKETS
RESIDENTIAL FUNDING SECURITIES CORPORATION
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Transaction Highlights
>> Contributors:
- ------------------------------------------
Sellers No. of Cut-Off % of
Loans Date Balance Pool
- ------------------------------------------
- ------------------------------------------
Midland 114 $289,854,254 39.50%
RFC 89 250,148,011 34.09
CIBC 39 193,799,650 26.41
- ------------------------------------------
Total: 242 $733,801,916 100.00%
- ------------------------------------------
>> Loan Pool:
o Average Loan Balance: $3.0 million (0.4% of Pool)
o Largest Loan Balance: 4.4% of Pool
o Five Largest Loans/Loan Groups: 13.2% of Pool
o Ten Largest Loans/Loan Groups: 20.0% of Pool
>> Property Types:
[GRAPHIC OMITTED]
>> Call Protection:
o Lockout period followed by defeasance: 72.1% of Pool
o Lockout period followed by yield maintenance or the greater of yield
maintenance and 1% of the principal amount prepaid: 27.1% of Pool
>> Credit Statistics:
o Weighted average debt service coverage ratio of 1.35x
o Weighted average cut-off date loan-to-value ratio of 70.8%
>> Collateral Terms: The Pool has a WAC of 7.737% and a WAM of 120 months
>> Collateral Information: Updated loan information will be part of the monthly
remittance report available from the Trustee in addition to detailed payment
and delinquency information. Updated property operating and occupancy
information, to the extent delivered by borrowers, will be available to
Certificateholders from the Master Servicer
>> Bond Information: Cash flows will be modeled by TREPP, CONQUEST and INTEX
and will be available on BLOOMBERG
>> It is expected that this transaction will be included as a part of the
Lehman Aggregate Bond Index
T-1
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
<TABLE>
<CAPTION>
Offered Certificates
- -------------------------------------------------------------------------------------------
Rating Expected Initial
Subordinatio(Moody's/ Average Principal Final Pass-Through
Class Amount(1) Levels DCR) Life(2) Window(3) Distribution Rate(4)
Date(3) (5)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
A-1 $133,500,000 26.00% Aaa/AAA 5.70 1-109 08/15/08 [6.86%]
- -------------------------------------------------------------------------------------------
A-2 409,513,000 26.00 Aaa/AAA 9.60 109-118 05/15/09 [7.28]
- -------------------------------------------------------------------------------------------
B 33,021,000 21.50 Aa2/AA 9.84 118-119 06/15/09 [7.43]
- -------------------------------------------------------------------------------------------
C 34,856,000 16.75 A2/A 9.90 119-119 06/15/09 [NWAC -
17bp]
- -------------------------------------------------------------------------------------------
D 11,007,000 15.25 A3/A- 9.90 119-119 06/15/09 [NWAC]
- -------------------------------------------------------------------------------------------
E 23,848,000 12.00 Baa2/BBB 9.90 119-119 06/15/09 [NWAC]
- -------------------------------------------------------------------------------------------
F 12,842,000 10.25 Baa3/BBB- 9.90 119-119 06/15/09 [NWAC]
- -------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Private Certificates
- -------------------------------------------------------------------------------------------
Rating Expected Initial
Amount(1) Subordination (DCR/ Average Principal Final Pass-Through
Class Levels Moody's) Life(2) Window(3) Distribution Rate(4)
Date(3) (5)
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
G-P $75,214,915 -- -- -- -- -- [ ]
- -------------------------------------------------------------------------------------------
X 733,801,915 -- Aaa /AAA -- -- 05/15/19 Variable Rate
- -------------------------------------------------------------------------------------------
</TABLE>
Notes:(1) In the case of each such Class, subject to a permitted variance of
plus or minus 5%. The Class X Notional Amount is equal to the sum of
all Certificate Balances outstanding from time to time.
(2) In years, based on Maturity Assumptions and a 0% CPR as described in
the Prospectus Supplement.
(3) Principal Window is the period (expressed in terms of months and
commencing with the month of the first Distribution Date) during which
distributions of principal are expected to be made to the holders of
each designated Class in accordance with the Maturity Assumptions and
a 0% CPR as described in the Prospectus Supplement.
(4) Other than the Class C, Class D, Class E and Class F Certificates of
the offered certificates, each Class of Certificates will accrue
interest generally at a fixed rate of interest except in limited
circumstances as described in the Prospectus Supplement.
(5) The pass-through rates shown are only for indicative purposes. The
final pass-through rates will be determined at pricing.
T-2
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
I. Issue Characteristics
Issue Type: Public: Class A-1, A-2, B, C, D, E and F (the "Offered
Certificates")
Private (Rule 144A): Class X, G, H, J, K, L, M, N, O
and P
Securities Offered: $658,587,000 monthly pay, multi-class sequential pay
commercial mortgage REMIC Pass-Through Certificates,
including 3 fixed-rate principal and interest classes
(A-1, A-2 and B) and 4 weighted average coupon based
principal and interest classes (C, D, E and F)
Collateral: The collateral consists of a $733,801,916 pool of
fixed-rate commercial and multifamily Mortgage Loans
Sellers: Midland Loan Services, Inc., Residential Funding
Corporation and CIBC Inc.
Lead Manager: Morgan Stanley & Co. Incorporated
Co-Managers: Deutsche Banc Alex. Brown, CIBC World Markets Corp.,
PNC Capital Markets Inc. and Residential Funding
Securities Corporation
Master Servicer: Midland Loan Services, Inc.
Special Servicer: Banc One Mortgage Capital Markets LLC
Trustee/Fiscal
Agent: LaSalle Bank National Association
Expected Pricing
Date: On or about July [14], 1999
Expected Closing
Date: On or about July [22], 1999
Distribution Dates: The 15th of each month, or if the 15th is not a
business day, the next business day commencing August
16, 1999
Cut-Off Date: July 1, 1999
Minimum
Denominations: $5,000 for Class A Certificates; $50,000 for Class B,
C, D, E and F; $100,000 for all other Certificates
(other than the Class R Certificates)
Settlement Terms: DTC, Euroclear and Cedel, same day funds, with accrued
interest
Legal/Regulatory Class A-1, A-2 and X Certificates are expected to be
Status: eligible for exemptive relief under ERISA. No Class of
Certificates is SMMEA eligible
Risk Factors: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT
BE SUITABLE FOR ALL INVESTORS. SEE THE "RISK FACTORS"
SECTION OF THE PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
T-3
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
II. Structure Characteristics
The Offered Certificates (other than the Class C, D, E and F Certificates) are
fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through
Certificates. The Class C, D, E and F Certificates are weighted average coupon
REMIC Pass-Through Certificates. The Class X Certificates are variable rate
interest only REMIC Pass-Through Certificates. All Classes of Certificates
derive their cash flows from the entire pool of Mortgage Loans.
[GRAPHIC OMITTED]
Note: (1) Class X is entitled to interest (on a notional amount equal to the
aggregate pool balance) at the weighted average Class X Strip Rates for
the respective classes of Principal Balance Certificates. The Class X
Strip Rate for each such class for any Distribution Date is equal to
the NWAC minus the Pass-Through Rate for such class and such
Distribution Date.
T-4
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Interest Each Class of Certificates (other than the Class R
Distributions: Certificates) will be entitled on each Distribution
Date to interest accrued at its Pass-Through Rate on
the outstanding Certificate Balance or Notional
Amount of such Class, as applicable.
Pass-Through Rates: Class A-1: [6.86%]
Class A-2: [7.28%]
Class B: [7.43%]
Class C: [NWAC - 17bp]
Class D: [NWAC]
Class E: [NWAC]
Class F: [NWAC]
Classes
G-P: [ ]
Class X: See Note on page T-3
The Pass-Through Rate for each class of Principal
Balance Certificates for any Distribution Date will
not exceed the Weighted Average Net Mortgage Rate
("NWAC") for such Distribution Date.
Principal Principal will be distributed on each Distribution
Distributions: Date to the most senior Class (i.e., the Class with
the earliest alphabetical/numerical Class
designation) of the Principal Balance Certificates
outstanding, until its Certificate Balance is reduced
to zero (sequential order). If, due to losses, the
Certificate Balances of the Class B through Class P
Certificates are reduced to zero, payments of
principal to the Class A-1 and A-2 Certificates will
be made on a pro rata basis.
T-5
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Prepayment Premium Any Yield Maintenance Payment collected with respect
Allocation: to a Mortgage Loan during any particular Collection
Period will be distributed to the holders of each
Class of Principal Certificates (other than an
excluded class as defined below) then entitled to
distributions of principal on such distribution date
will be entitled to an aggregate amount (allocable on
a pro rata basis based on principal payments if there
is more than one Class of Principal Balance
Certificates entitled to a distribution of principal)
equal to the lesser of (a) such Yield Maintenance
Payment and (b) such Yield Maintenance Payment
multiplied by a fraction, the numerator of which is
equal to the excess, if any, of the Pass-Through Rate
applicable to the most senior of such Classes of
Principal Balance Certificates then outstanding (or,
in the case of two Classes of Class A Certificates,
the one with the earlier payment priority), over the
relevant Discount Rate (as defined in the Prospectus
Supplement), and the denominator of which is equal to
the excess, if any, of the Mortgage Rate of the
Mortgage Loan that prepaid, over the relevant
Discount Rate.
Any Percentage Premium collected with respect to a
Mortgage Loan during any particular Collection Period
will be distributed to the holders of each Class of
Principal Certificates (other than an excluded class
as defined below) then entitled to distributions of
principal on such distribution date will be entitled
to an aggregate amount (allocable on a pro rata basis
based on principal payments if there is more than one
Class of Principal Balance Certificates entitled to a
distributions of principal) equal to the product of
(a) such Percentage Premium and (b) 25%.
The portion, if any, of the Prepayment Premium
remaining after such payments to the holders of the
Principal Balance Certificates will be distributed to
the holders of the Class X Certificates. For the
purposes of the foregoing, the classes G, H, J, K, L,
M, N, O and P are the excluded classes.
Credit Enhancement: Each Class of Certificates (other than Classes A-1,
A-2 and X) will be subordinate to all other Classes
with an earlier alphabetical Class designation.
Advancing: The Master Servicer, the Trustee and the Fiscal Agent
(in that order) will each be obligated to make P&I
Advances and Servicing Advances, including delinquent
property taxes and insurance, but only to the extent
that such Advances are deemed recoverable.
Realized Losses and Realized Losses and Expense Losses, if any, will be
Expense Losses: allocated to the Class P, Class O, Class N, Class M,
Class L, Class K, Class J, Class H, Class G, Class F,
Class E, Class D, Class C and Class B Certificates,
in that order, and then to Classes A-1 and A-2, pro
rata, in each case reducing amounts payable thereto.
Any interest shortfall of any Class of Certificates
will result in unpaid interest for such Class which,
together with interest thereon compounded monthly at
one-twelfth the applicable Pass-Through Rate for such
Class, will be payable in subsequent periods, subject
to available funds.
T-6
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Prepayment Interest For any Distribution Date, any Net Aggregate
Shortfalls: Prepayment Interest Shortfall not offset by the
Servicing Fee (but not to exceed 0.015% per loan),
will generally be allocated pro rata to each Class of
Certificates in proportion to its entitlement to
interest.
Appraisal Reductions: An appraisal reduction generally will be created in
the amount, if any, by which the Principal Balance
of a Specially Serviced Mortgage Loan (plus other
amounts overdue in connection with such loan)
exceeds 90% of the appraised value of the related
Mortgaged Property. The Appraisal Reduction Amount
will reduce proportionately the amount of delinquent
interest advanced for such loan, which reduction
will result, in general, in a reduction of interest
distributable to the most subordinate Class of
Principal Balance Certificate outstanding.
An Appraisal Reduction will be reduced to zero as of
the date the related Mortgage Loan has been brought
current for at least three consecutive months, paid
in full, liquidated, repurchased or otherwise
disposed of.
Operating Adviser: The Operating Adviser, which may be appointed by the
Controlling Class, will have the right to advise the
Special Servicer with respect to certain actions
regarding Specially Serviced Mortgage Loans.
Examples include the right to make certain
modifications, foreclose, sell, bring an REO
Property into environmental compliance or accept
substitute or additional collateral. In addition,
subject to the satisfaction of certain conditions,
the Operating Adviser will have the right to direct
the Trustee to remove the Special Servicer and
appoint a Successor Special Servicer that must be
acceptable to each Rating Agency.
Controlling Class: The Controlling Class will generally be the
most subordinate Class of Certificates outstanding at
any time or, if the Certificate Balance of such Class
is less than 25% of the initial Certificate Balance
of such Class, the next most subordinate Class of
Principal Balance Certificates.
Special Servicer: In general, the Special Servicer has the right to
modify the terms of a Specially Serviced Mortgage
Loan if it determines that the related borrower is
in default or default is reasonably foreseeable and
such modification would increase the net present
value of the proceeds to the Trust, provided that
the Special Servicer generally may not extend the
maturity date of a Mortgage Loan beyond two years
prior to the Final Rated Distribution Date.
T-7
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Optional Termination: The majority holders or the Controlling Class, then
the Depositor, then the Master Servicer, then the
Special Servicer and then the holder of a majority
of the R-I Certificates will have the option to
purchase, in whole but not in part, the remaining
assets of the Trust on or after the Distribution
Date on which the aggregate Certificate Balance of
all Classes of Certificates then outstanding is less
than or equal to 1% of the Initial Pool Balance.
Such purchase price will generally be at a price
equal to the unpaid aggregate Scheduled Principal
Balance of the Mortgage Loans, plus accrued and
unpaid interest and unreimbursed Advances.
Reports to The Trustee will prepare and deliver monthly
Certificateholders: Certificateholder Reports. The Special Servicer will
prepare and deliver to the Trustee a monthly Special
Servicer Report summarizing the status of each
Specially Serviced Mortgage Loan. The Master Servicer
and the Special Servicer will prepare and deliver to
the Trustee an annual report setting forth, among
other things, the debt service coverage ratios for
each Mortgage Loan, as available. Each of the reports
will be available to the Certificateholders. A report
containing information regarding the Mortgage Loans
will be available electronically.
T-8
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
III. Originators Midland Loan Services, Inc.
The Mortgage Pool includes 114 Mortgage Loans, representing
approximately 39.50% of the Initial Pool Balance, which were
originated by or on behalf of Midland Loan Services, Inc.
("MLS").
MLS is a wholly owned subsidiary of PNC Bank, National
Association. Midland Commercial Funding is a division of MLS
which originates and acquires mortgage loans secured by
mortgages on commercial and multifamily real estate. PNC
Capital Markets is an affiliate of MLS.
Residential Funding Corporation
The Mortgage Pool includes 89 Mortgage Loans, representing
approximately 34.09% of the Initial Pool Balance, which were
either acquired or originated by or on behalf of Residential
Funding Corporation ("RFC").
RFC is an indirect wholly owned subsidiary of GMAC Mortgage
Group, Inc. RFC Commercial is a division of RFC which
originates and acquires mortgage loans secured by mortgages
on commercial and multifamily real estate. Residential
Funding Securities Corporation is an affiliate of RFC.
CIBC Inc.
The Mortgage Pool includes 39 Mortgage Loans, representing
approximately 26.41% of the Initial Pool Balance, which were
either acquired or originated by or on behalf of CIBC Inc.
CIBC Inc. is a wholly owned subsidiary of Canadian Imperial
Holdings Inc. and is incorporated under the laws of
Delaware. Canadian Imperial Holdings Inc. is a wholly owned
subsidiary of CIBC Delaware Holdings Inc., also a Delaware
corporation, which is a subsidiary of Canadian Imperial Bank
of Commerce, a bank chartered under the Bank Act of Canada.
CIBC Inc. is a commercial finance company that originates
commercial and multi-family real estate loans, purchases
participations in loans from third-party lenders and
otherwise extends credit to Fortune 1000 companies. CIBC
Inc. has offices in Atlanta, Chicago, Houston, Dallas, San
Francisco, Los Angeles and New York. The principal office of
CIBC Inc. is located at 425 Lexington Avenue, New York, New
York 10017. CIBC Inc. is an affiliate of CIBC World Markets
Corp., formerly known as CIBC Oppenheimer Corp.
T-9
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
IV. Collateral Description
Summary: The Mortgage Pool consists of a $733,801,916 pool of 242
fixed-rate, first lien mortgage loans secured by first liens
on commercial and multifamily properties located throughout
39 states, the District of Columbia and the Virgin Islands.
As of the Cut-Off Date, the Mortgage Loans have a weighted
average mortgage rate of 7.737% and a weighted average
remaining term to maturity of 120 months. See the Appendices
to the Prospectus Supplement for more detailed collateral
information.
Seismic Review
Process: For loans originated by Midland, RFC or CIBC, all loan
requests secured by properties in California are
subject to a third party seismic report.
Generally, any proposed loan originated by Midland, RFC or
CIBC as to which the property was estimated to have a PML in
excess of 20% of the estimated replacement cost would either
be subject to a lower loan-to-value limit at origination, be
conditioned on seismic upgrading, be conditioned on
satisfactory earthquake insurance or be declined.
T-10
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
<TABLE>
<CAPTION>
Top Ten Loans
Percent Units/ Loan Balloon
Property Current of Square to Loan to
Property Name Pool City State Type Balance Balance Feet DSCR Value Value
- ------------------------------- -------- ---------------- ----- ------------ ----------- -------- -------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
21 Penn Plaza RFC New York NY Office $32,184,648 4.4% 344,091 1.36 68.2% 60.2%
Park Drive Manor Apartments RFC Philadelphia PA Multifamily $22,925,004 3.1% 572 1.35 76.4% 62.2%
Prime Portfolio CIBC Chicago IL Industrial $15,395,975 2.1% 361,043 1.35 79.4% 70.4%
1414 Avenue of the Americas CIBC New York NY Office $14,000,000 1.9% 111,455 1.40 70.0% 60.8%
70 West 36th Street CIBC New York NY Office $12,200,000 1.7% 151,077 1.40 67.8% 58.9%
7200 Leamington (1) RFC Bedford Park IL Industrial $4,850,000 0.7% 310,752 1.30 72.6% 65.5%
2201 Lundt (1) RFC Elk Grove Village IL Industrial $4,000,000 0.5% 213,390 1.30 72.6% 65.5%
1330 West 43rd Street (1) RFC Chicago IL Industrial $2,190,000 0.3% 109,728 1.30 72.6% 65.5%
University Club Apartments CIBC Charlotte NC Multifamily $10,486,188 1.4% 520 1.30 75.9% 67.0%
The Patriot Apartments Midland El Paso TX Multifamily $10,022,381 1.4% 320 1.25 79.5% 70.2%
Acme Plaza (Cape May Plaza) CIBC Cape May NJ Retail $9,459,453 1.3% 150,548 1.32 78.8% 70.0%
The Place Apartments RFC Fort Myers FL Multifamily $8,693,077 1.2% 230 1.26 79.8% 70.0%
</TABLE>
Notes: (1) The 7200 Leamington, 2201 Lundt and 1330 West 43rd Street loans are
cross-collateralized and cross-defaulted with each other.
T-11
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
GEOGRAPHIC DISTRIBUTION
[OBJECT OMITTED]
T-12
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Sellers
- --------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------------
Midland 114 289,854,254 39.50
RFC 89 250,148,011 34.09
CIBC 39 193,799,650 26.41
- --------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Cut-Off Date Balances
- --------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------------
1 to 1,000,000 41 30,407,708 4.14
1,000,001 - 2,000,000 77 115,893,499 15.79
2,000,001 - 3,000,000 43 105,819,729 14.42
3,000,001 - 4,000,000 24 85,377,959 11.64
4,000,001 - 5,000,000 25 113,754,201 15.50
5,000,001 - 6,000,000 10 54,632,432 7.45
6,000,001 - 7,000,000 6 38,774,984 5.28
7,000,001 - 8,000,000 5 37,234,910 5.07
8,000,001 - 9,000,000 3 25,232,843 3.44
9,000,001 - 10,000,000 1 9,459,453 1.29
10,000,001 - 20,000,000 5 62,104,544 8.46
20,000,001 - 30,000,000 1 22,925,004 3.12
30,000,001 - 40,000,000 1 32,184,648 4.39
- --------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------------
Min: 361,411 Max: 32,184,648 Average: 3,032,239
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
States
- --------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------------
New York 16 103,710,115 14.13
Texas 39 93,881,376 12.79
California 26 77,019,290 10.50
Pennsylvania 13 54,782,401 7.47
New Jersey 17 50,986,834 6.95
Other 131 353,421,900 48.16
- --------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Property Type
- --------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------------
Multifamily 93 238,790,656 32.54
Retail 57 196,762,110 26.81
Office 43 154,165,210 21.01
Industrial 25 88,766,241 12.10
Hospitality 9 25,592,801 3.49
Self Storage 8 18,940,783 2.58
Manufactured Housing 6 9,010,648 1.23
Mixed Use 1 1,773,467 0.24
- --------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Mortgage Rates (%)
- --------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------------
6.501 - 7.000 10 32,059,815 4.37
7.001 - 7.500 47 200,195,335 27.28
7.501 - 8.000 114 335,389,948 45.71
8.001 - 8.500 51 120,329,888 16.40
8.501 - 9.000 16 36,116,858 4.92
9.001 - 9.500 4 9,710,071 1.32
- --------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------------
Min: 6.810 Max: 9.170 WAC: 7.737
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Original Terms to Stated Maturity (mos.)
- ---------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- ---------------------------------------------------------------------------
1 - 60 1 1,936,532 0.26
61 - 120 215 660,513,444 90.01
121 - 180 21 58,061,000 7.91
181 - 240 4 8,562,980 1.17
241 - 300 1 4,727,960 0.64
- ---------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- ---------------------------------------------------------------------------
Min: 60 Max: 241 Wtd. Avg.: 125
- ---------------------------------------------------------------------------
- --------------------------------------------------------------------------
Remaining Terms to Stated Maturity (mos.)
- ---------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- ---------------------------------------------------------------------------
1 - 60 2 7,355,138 1.00
61 - 120 216 671,205,480 91.47
121 - 180 19 41,950,357 5.72
181 - 240 5 13,290,940 1.81
- ---------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- ---------------------------------------------------------------------------
Min: 41 Max: 238 Wtd. Avg.: 120
- ---------------------------------------------------------------------------
- --------------------------------------------------------------------------
Balloon Loans
- ---------------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- ---------------------------------------------------------------------------
Yes 229 703,581,634 95.88
No 13 30,220,282 4.12
- ---------------------------------------------------------------------------
Total: 242 733,801,916 100.00
- ---------------------------------------------------------------------------
- --------------------------------------------------------------------------
Debt Service Coverage Ratios (x)
- --------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------
1.01 - 1.15 3 7,087,785 0.97
1.16 - 1.25 28 71,966,652 9.81
1.26 - 1.35 123 384,171,945 52.35
1.36 - 1.50 60 216,279,794 29.47
1.51 - 1.75 21 45,021,164 6.14
1.76 - 2.00 7 9,274,576 1.26
- --------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------
Min: 1.12 Max: 1.96 Wtd. Avg.: 1.35
- --------------------------------------------------------------------
- --------------------------------------------------------------------------
Cut-Off Date Loan-to-Value Ratios (%)
- --------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------
20.1 - 30.0 1 975,617 0.13
30.1 - 40.0 1 1,720,011 0.23
40.1 - 50.0 5 7,281,413 0.99
50.1 - 60.0 19 47,398,294 6.46
60.1 - 70.0 76 231,546,356 31.55
70.1 - 80.0 139 443,206,913 60.40
80.1 - 90.0 1 1,673,312 0.23
- --------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------
Min: 26.4 Max: 83.7 Wtd. Avg.: 70.8
- --------------------------------------------------------------------
- --------------------------------------------------------------------------
Balloon Loan-to-Value Ratios (%)
- --------------------------------------------------------------------
No. Cut-Off Date %
of Principal of
Loans Balance Pool
- --------------------------------------------------------------------
0.1 - 10.0 13 30,220,282 4.12
10.1 - 20.0 1 1,720,011 0.23
30.1 - 40.0 3 3,606,110 0.49
40.1 - 50.0 25 66,660,010 9.08
50.1 - 60.0 87 167,243,183 22.79
60.1 - 70.0 103 414,639,765 56.51
70.1 - 80.0 10 49,712,555 6.77
- --------------------------------------------------------------------
Total: 242 733,801,916 100.00
- --------------------------------------------------------------------
Min: 0.8 Max: 76.5 Wtd. Avg.: 58.5
- --------------------------------------------------------------------
T-13
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
<TABLE>
<CAPTION>
Percentage of Mortgage Pool Balance by Prepayment Restriction (%) (1)
- ------------------------------ ------------------- ------------------- -------------------- -------------------- -------------------
Prepayment Restrictions July 1999 July 2000 July 2001 July 2002 July 2003
- ------------------------------ ------------------- ------------------- -------------------- -------------------- -------------------
<S> <C> <C> <C> <C> <C>
Locked Out 99.17% 98.43% 98.43% 94.93% 89.07%
Yield Maintenance Total 0.83% 1.57% 1.31% 4.81% 10.93%
Penalty Points:
5.00% and greater 0.00% 0.00% 0.00% 0.00%
0.00%
4.00% to 4.99% 0.00 0.00 0.00 0.00 0.00
3.00% to 3.99% 0.00 0.00 0.00 0.00 0.00
2.00% to 2.99% 0.00 0.00 0.00 0.00 0.00
1.00% to 1.99% 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.27 0.27 0.00
- ------------------------------ ------------------- ------------------- -------------------- -------------------- -------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00%
- ------------------------------ ------------------- ------------------- -------------------- -------------------- -------------------
Pool Balance Outstanding $ 733,801,915.73 $ 725,918,200.51 $ 717,178,262.91 $ 707,378,714.84 $ 694,921,031.64
% of initial Pool Balance 100.00% 98.93% 97.73% 96.40% 94.70%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Percentage of Mortgage Pool Balance by Prepayment Restriction (%) - continued (1)
- ------------------------- ----------------- ----------------- ------------------ ----------------- ----------------- ---------------
Prepayment Restrictions July 2004 July 2005 July 2006 July 2007 July 2008 July 2009
- ------------------------- ----------------- ----------------- ------------------ ----------------- ----------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Locked Out 75.26% 74.95% 73.97% 74.05% 64.51% 64.22%
Yield Maintenance Total 24.74% 25.05% 26.03% 25.88% 22.70% 30.54%
Penalty Points:
5.00% and greater 0.00% 0.00% 0.00% 0.00% 0.00% 0.00%
4.00% to 4.99% 0.00 0.00 0.00 0.00 0.00 0.00
3.00% to 3.99% 0.00 0.00 0.00 0.00 0.00 0.00
2.00% to 2.99% 0.00 0.00 0.00 0.00 0.00 0.00
1.00% to 1.99% 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.07 12.79 5.24
- ------------------------- ----------------- ----------------- ------------------ ----------------- ----------------- ---------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
- ------------------------- ----------------- ----------------- ------------------ ----------------- ----------------- ---------------
Pool Balance Outstanding $678,494,499.89 $666,212,113.74 $652,930,615.10 $638,568,446.82 $603,525,707.10 $37,283,461.11
% of Initial Pool Balance 92.46% 90.79% 88.98% 87.02% 82.25% 5.08%
- ------------------------- ----------------- ----------------- ------------------ ----------------- ----------------- ---------------
</TABLE>
Notes:(1) The above analysi is based on Maturity Assumptions and a 0% CPR as
discussed in the Prospectus Supplement.
T-14
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Significant Loan Summaries
Loan No. 1 - 21 Penn Plaza
- --------------------------------------------------------------------------------
Cut-off Date Balance: $32,184,648 Balloon $28,409,182
Balance:
- --------------------------------------------------------------------------------
Loan Type: Principal & Interest Property Type: Office
- --------------------------------------------------------------------------------
Origination Date: September 9, 1998 Location: New York, NY
- --------------------------------------------------------------------------------
Maturity Date: October 1, 2008 Year Renovated: 1997
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.200% Appraised $47,200,000
Value:
- --------------------------------------------------------------------------------
Annual Debt Service: $2,639,129 Current LTV: 68.2%
- --------------------------------------------------------------------------------
DSCR: 1.36x Balloon LTV: 60.2%
- --------------------------------------------------------------------------------
Underwritable Net Cash $3,583,883 Occupancy: 99.9%
Flow:
- --------------------------------------------------------------------------------
Occupancy Date: March 8, 1999
- --------------------------------------------------------------------------------
The Loan. The 21 Penn Plaza Loan (the "Penn Plaza Loan") is secured by a first
mortgage on a 17-story, 344,091 square foot office building located at 360 West
31st Street, New York, New York (the "Penn Plaza Property"). RFC originated the
Penn Plaza Loan on September 9, 1998.
The Borrower. The borrower is G-H-G Realty Company, L.L.C., a New York limited
liability company (the "Penn Plaza Borrower"). The managing member of the Penn
Plaza Borrower is G-H-G Realty Management Company, Inc., a New York corporation.
The Penn Plaza Borrower is a special purpose entity.
Security. The Penn Plaza Loan is secured by a Mortgage and Security Agreement,
an Assignment of Leases and Rents, UCC Financing Statements and certain
additional security documents. Such Mortgage is a first lien on the fee interest
in the Penn Plaza Property. The Penn Plaza Loan is non-recourse, subject to
certain limited exceptions.
Payment Terms. The Penn Plaza Loan has a fixed 7.200% Mortgage Rate, an original
term of 120 months and an original amortization of 360 months. The Penn Plaza
Loan requires monthly principal and interest payments of $219,927.38 until
maturity, at which time all unpaid principal and accrued but unpaid interest is
due. The Penn Plaza Loan accrues interest computed on the basis of the actual
number of days elapsed each month in a 360-day year.
Prepayment/Defeasance. No prepayment or defeasance is permitted before September
9, 2003. Thereafter, until July 1, 2008, any prepayment must be in the form of a
defeasance. Any such defeasance will include release of the Penn Plaza Property
and the pledge of substitute collateral in the form of direct, non-callable
United States Treasury obligations providing for payments prior, but as close as
possible, to all scheduled Monthly Payment dates, and on the Maturity Date. Each
such payment must be equal to or greater than each scheduled Monthly Payment
during the loan term, and greater than the anticipated balloon balance due on
the Maturity Date. Additionally, a written confirmation must be obtained from
each applicable rating agency specifying that the defeasance would not result in
a downgrade, qualification or withdrawal of the then current ratings assigned to
any class of certificates. From and after July 1, 2008, the Penn Plaza Loan may
be prepaid without the payment of any prepayment consideration.
T-15
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Transfer of Properties or Interest in Borrower. Except as described below, the
lender will have the option to declare the Penn Plaza Loan immediately due and
payable upon the transfer of the Penn Plaza Property or any ownership interest
in the Penn Plaza Borrower. The Penn Plaza Borrower has a right to transfer the
Penn Plaza Property to a qualifying single asset transferee approved by the
lender if (i) the proposed transferee reasonably satisfies the lender that it
possesses the ownership and managerial experience and financial resources
customarily required by the lender for properties such as the Penn Plaza
Property, (ii) the proposed transferee assumes the obligations of the Penn Plaza
Borrower and an acceptable person or entity assumes all guaranties or
indemnities, and (iii) a 1% assumption fee has been received by the lender. The
Penn Plaza Loan documents also allow transfers of membership interest in the
Penn Plaza Borrower which: (a) do not amount, in the aggregate, to a transfer of
49% or more of the non-managing member interests to a third party; or (b) are
the result of devise or descent or by operation of law upon the death of a
member.
Escrow/Reserves. There is a tax reserve which requires deposits in an amount
sufficient to pay real estate taxes when due. There is a capital improvement
reserve funded at on a monthly basis at the rate of $4,289.42 per month.
Subordination/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
Prior Loan. Based on information obtained by RFC, as a result of a tenant
occupying approximately 50% of the Penn Plaza Property vacating its premises in
1995, the prior loan was restructured into two notes of equal principal
balances: an A note which was paid on an interest-only basis and a B note which
was paid on the basis of the achievement of certain cash flow hurdles. The sum
of the original balances of the A and B notes approximated the then outstanding
balance of the prior loan. In September of 1998 when the Penn Plaza Loan was
originated, the A note was retired in full and the B note was retired at a
discount. As reported by the prior lender and the Borrower, no payment default
occurred prior to, during, or after the restructure. As described in "Property",
the Penn Plaza Property was 99.9% leased as of March 8, 1999.
The Property. The Penn Plaza Property consists of a 19-story office building
located on the southwest corner of Ninth Avenue and West 31st Street, one block
west of the Penn Station rail terminal. The Penn Plaza Property was originally
constructed in 1931 and substantially renovated in 1997. It contains 344,091
rentable square feet, with office uses on the 2nd through 17th floors, retail
uses on the 1st floor and storage uses in the basement. Certain tenant occupy an
entire floor while other floors are subdivided for multi-tenant use. The Penn
Plaza Property was 99.9% leased as of March 8, 1999. Thirty-eight tenants
currently occupy space in the Penn Plaza Property. Major tenants include Saks &
Company (63,159 square feet), Eastman Kodak (28,446 square feet), Amtrak (24,506
square feet), Equitable Life Assurance Company of America (22,230 square feet),
and Central Parking Systems, Inc. (21,250 square feet). Contractual lease
expirations during the loan term are as follows: 1999 (14,289 square feet/4% of
total), 2000 (25,568/7%), 2001 (8,027/2%), 2002 (8,289/2%), 2003 (2,922/1%),
2004 (3,435/1%), 2005 (30,885/9%), 2006 (31,163/9%), 2007 (7,340/2%), and 2008
(130,192/38%).
Management. The Penn Plaza Property is managed by S. L. Green Realty Corp., a
fully integrated, self-administered and self-managed real estate investment
trust engaged in owning, managing, leasing, acquiring and repositioning Class B
office property in Manhattan. The company currently owns interests in 15 Class B
properties totaling approximately 5 million square feet and leases 27 properties
totaling an additional 8.2 million square feet.
T-16
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 2 - Park Drive Manor Apartments
- --------------------------------------------------------------------------------
Cut-off Date Balance: $22,925,004 Balloon $18,660,352
Balance:
- --------------------------------------------------------------------------------
Loan Type: Principal & Interest Property Type: Multifamily
- --------------------------------------------------------------------------------
Origination Date: March 17, 1999 Location: Philadelphia,
PA
- --------------------------------------------------------------------------------
Maturity Date: April 1, 2009 Year Renovated: 1998
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.450% Appraised $30,000,000
Value:
- --------------------------------------------------------------------------------
Annual Debt Service: $2,030,648 Current LTV: 76.4%
- --------------------------------------------------------------------------------
DSCR: 1.35x Balloon LTV: 62.2%
- --------------------------------------------------------------------------------
Underwritable Net $2,741,135 Occupancy: 97.8%
Cash Flow:
- --------------------------------------------------------------------------------
Occupancy Date: January 28, 1999
- --------------------------------------------------------------------------------
The Loan. The Park Drive Manor Apartments Loan (the "Park Drive Loan") is
secured by a first mortgage on a 572-unit, 2 building garden apartment complex
located at 633 West Rittenhouse Street, Philadelphia, Pennsylvania (the "Park
Drive Property"). RFC originated the Park Drive Loan on March 17,
1999.
The Borrower. The borrower is Park Drive Group, LP, a Pennsylvania limited
partnership (the "Park Drive Borrower"). The corporate general partner of the
Park Drive Borrower is Empire/Rittenhouse Group, a Pennsylvania corporation.
Ezra Beyman is the sole limited partner of the Park Drive Borrower, and is the
President, Treasurer, and Secretary of the Empire/Rittenhouse Group. The Park
Drive Borrower is a special purpose entity.
Security. The Park Drive Loan is secured by a Mortgage and Security Agreement,
an Assignment of Leases and Rents, UCC Financing Statements and certain
additional security documents. Such Mortgage is a first lien on the fee interest
in the Park Drive Property. The Park Drive Loan is non-recourse, subject to
certain limited exceptions.
Payment Terms. The Park Drive Loan has a fixed 7.450% Mortgage Rate, an original
term of 120 months and an original amortization of 300 months. The Park Drive
Loan requires monthly principal and interest payments of $169,220.65 until
maturity, at which time all unpaid principal and accrued but unpaid interest is
due. The Park Drive Loan accrues interest computed on the basis of the actual
number of days elapsed each month in a 360-day year.
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) May 1, 2003, or (b) two years following the date of the
assignment of the Park Drive Loan to a REMIC in connection with a
securitization. Thereafter, until January 1, 2009, any prepayment must be in the
form of a defeasance. Any such defeasance will include release of the Park Drive
Property and the pledge of substitute collateral in the form of direct,
non-callable United States Treasury obligations providing for payments prior,
but as close as possible, to all scheduled Monthly Payment dates, and on the
Maturity Date. Each such payment must be equal to or greater than each scheduled
Monthly Payment during the loan term, and greater than the anticipated balloon
balance due on the
T-17
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Maturity Date. Additionally, a written confirmation must be obtained from each
applicable rating agency specifying that the defeasance would not result in a
downgrade, qualification or withdrawal of the then current ratings assigned to
any Class of Certificates. From and after January 1, 2009, the Park Drive Loan
may be prepaid without the payment of any prepayment consideration.
Transfer of Properties or Interest in Borrower. Except as described below, the
lender will have the option to declare the Park Drive Loan immediately due and
payable upon the transfer of the Park Drive Property or any ownership interest
in the Park Drive Borrower. The Park Drive Borrower has a one time right to
transfer the Park Drive Property to a qualifying single asset transferee
approved by the lender if (i) the proposed transferee reasonably satisfies the
lender that it possesses the ownership and managerial experience and financial
resources customarily required by the lender for properties such as the Park
Drive Property, (ii) the proposed transferee assumes the obligations of the Park
Drive Borrower, (iii) no event of default then exists, and (iv) a 1% assumption
fee has been received by the lender. The Park Drive Loan documents also allow
transfers of membership interest in the Park Drive Borrower which: (a) do not
amount, in the aggregate, to a transfer of 49% or more of such membership
interests to a third party; (b) are the result of a death or physical or mental
disability, or (c) are to an immediate family member or trust for such a family
member.
Escrow/Reserves. There is a tax reserve which requires deposits in an amount
sufficient to pay real estate taxes when due. A $56,525 reserve was established
at closing to provide funds for repairs recommended in the engineering report.
Additionally, there is a replacement reserve funded monthly at the rate of
$5,267 per month.
Subordination/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
The Property. The Park Drive Property is located at 633 West Rittenhouse Street
in the Germantown-Chestnut Hill district of Philadelphia, Pennsylvania,
approximately 5 miles north of the central business district. It was built in
1950 and renovated in 1998. It consists of 572 units contained in 2 twelve-story
residential buildings connected by a clubhouse/leasing center with 14,800 square
feet of commercial space. The Park Drive Property contains 48 efficiency units,
288 one-bedroom units, 232 two-bedroom units and four four-bedroom units.
Amenities include elevators, gated, security code controlled entry, a laundry
facility, fitness center, outdoor swimming pool including locker/shower and
cabana buildings, two outdoor tennis courts, walking/jogging trails, covered
parking (220), uncovered parking (405) and an appliance package including stove,
refrigerator, central a/c and other standard appliances.
Management. The Park Drive Property is managed by Empire/Rittenhouse Group.
Empire/Rittenhouse Group has been involved in the management of apartment
complexes for approximately 14 years, and currently manages approximately
1,500 owned residential units in the Philadelphia market.
T-18
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
<TABLE>
<CAPTION>
Loan No. 3 - Prime Portfolio
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cut-off Date Balance: $15,395,975 Location: Various
----------------------------------------------------------------------------------------------------
342 Carol Lane $2,311,970 342 Carol Lane Elmhurst, IL
----------------------------------------------------------------------------------------------------
343 Carol Lane $1,370,753 343 Carol Lane Elmhurst, IL
----------------------------------------------------------------------------------------------------
388 Carol Lane $1,331,164 388 Carol Lane Elmhurst, IL
----------------------------------------------------------------------------------------------------
550 Kehoe $2,239,721 550 Kehoe Carol Stream, IL
----------------------------------------------------------------------------------------------------
4300 Madison $4,020,214 4300 Madison Hillside, IL
----------------------------------------------------------------------------------------------------
1301 East Tower $4,122,155 1301 East Tower Schaumburg, IL
----------------------------------------------------------------------------------------------------
Loan Type: Principal & Year Built: Various
Interest:
----------------------------------------------------------------------------------------------------
Origination Date: May 1, 1998 342 Carol Lane 1989
----------------------------------------------------------------------------------------------------
Maturity Date*: May 1, 2008 343 Carol Lane 1989
----------------------------------------------------------------------------------------------------
Initial Mortgage Rate: 7.170% 388 Carol Lane 1979
----------------------------------------------------------------------------------------------------
Annual Debt Service: $1,263,319 550 Kehoe 1996
----------------------------------------------------------------------------------------------------
342 Carol Lane $189,709 4300 Madison 1980
----------------------------------------------------------------------------------------------------
343 Carol Lane $112,477 1301 East Tower 1992
----------------------------------------------------------------------------------------------------
388 Carol Lane $109,229 Appraised Value: $19,400,000
----------------------------------------------------------------------------------------------------
550 Kehoe $183,781 342 Carol Lane $3,200,000
----------------------------------------------------------------------------------------------------
4300 Madison $329,879 343 Carol Lane $1,900,000
----------------------------------------------------------------------------------------------------
1301 East Tower $338,244 388 Carol Lane $1,800,000
----------------------------------------------------------------------------------------------------
Combined DSCR: 1.35x 550 Kehoe $3,000,000
----------------------------------------------------------------------------------------------------
Balloon Balance: $13,655,857 4300 Madison $4,800,000
----------------------------------------------------------------------------------------------------
342 Carol Lane $2,050,661 1301 East Tower $4,700,000
----------------------------------------------------------------------------------------------------
343 Carol Lane $1,215,824 Combined Current LTV: 79.4%
----------------------------------------------------------------------------------------------------
388 Carol Lane $1,180,710 Combined Balloon LTV: 70.4%
----------------------------------------------------------------------------------------------------
550 Kehoe $1,986,578 Occupancy (All Properties) 100%
----------------------------------------------------------------------------------------------------
4300 Madison $3,565,833 Occupancy Date: June 1, 1999
----------------------------------------------------------------------------------------------------
1301 East Tower $3,656,251
----------------------------------------------------------------------------------------------------
Underwritable Net Cash Flow: $1,709,765
-----------------------------------------------------------------------------------------------------
Property Type:
----------------------------------------------------------------------------------------------------
342 Carol Lane Industrial
----------------------------------------------------------------------------------------------------
343 Carol Lane Industrial
----------------------------------------------------------------------------------------------------
388 Carol Lane Industrial
----------------------------------------------------------------------------------------------------
550 Kehoe Industrial
----------------------------------------------------------------------------------------------------
4300 Madison Industrial
----------------------------------------------------------------------------------------------------
1301 East Tower Office
----------------------------------------------------------------------------------------------------
</TABLE>
* For purposes hereof, the Anticipated Repayment Date described below is
assumed to be the maturity date of the Prime Loan.
** Information described herein with respect to the individual properties
securing the Prime Loan is an allocated portion of such information based
upon the ratio of the appraised value or underwritable cash flow of the
individual properties to the aggregate appraised value or underwritable
cash flow of all such properties.
T-19
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
The Loan. The Prime Portfolio Loan (the "Prime Loan") consists of one loan
secured by first mortgages on 5 industrial and 1 office properties located in
the suburbs of Chicago (each, a "Prime Property"). CIBC originated the Prime
Loan on May 1, 1998.
The Borrower. Six separate Delaware limited liability companies are the
co-borrowers for the Prime Loan (each a "Prime Borrower"). The managing member
of each Prime Borrower is Prime Group Realty, L.P., a Delaware limited
partnership. The managing partner Prime Group Realty, L.P. is Prime Group Realty
Trust, a Maryland real estate investment trust. The primary sponsors of each
Prime Borrower are John Daley and Guy Ackerman. Each Prime Borrower is a
single-purpose bankruptcy-remote entity.
Security. The Prime Loan is secured by separate Mortgages, Assignments of Leases
and Rents, UCC Financing Statements and certain additional security documents
executed by each Prime Borrower over the separate Prime Property owned by it.
Each Mortgage is a first lien on the related Prime Borrower's fee interest in
its Prime Property. The Prime Loan is non-recourse, subject to certain limited
exceptions.
Payment Terms. The Mortgage Rate is fixed at 7.170% until May 1, 2008 (the
"Anticipated Repayment Date"), at which time the Mortgage Rate will adjust to
the greater of (i) 9.170% or (ii) the then applicable yield rate on U.S.
Treasury obligations maturing during the month in which the maturity date of the
Prime Loan occurs, plus 2%. Although the Prime Loan has a stated term of 360
months, it is assumed for purposes hereof that it has a term of 120 months with
a maturity date of the Anticipated Repayment Date. The Prime Loan has an
original amortization term of 360 months. The Prime Loan requires monthly
payments of principal and interest equal to $105,276.56 until the Anticipated
Repayment Date. If the Prime Loan is not prepaid on such date, all of the cash
flow from the Prime Property is to be applied as described in "Lockbox" below.
If not sooner satisfied, all unpaid principal and accrued but unpaid interest is
due on May 1, 2028. The Prime Loan accrues interest computed on the basis of the
actual number of days elapsed each month in a 360-day year.
Lockbox. Upon any default or upon the occurrence of the Anticipated Repayment
Date, the lender may require all gross income from each Prime Property to be
deposited into a lockbox account controlled by the lender. Prior to the
Anticipated Repayment Date, disbursements from such account are made as follows:
(a) to fund required reserves for the payment of real estate taxes, insurance
and other impounds; (b) to pay all principal and interest then due; (c) to fund
other reserves required under the related security documents; (d) to pay all
other amounts owed the lender with respect to the Prime Loan; and (e) to the
Prime Borrowers.
Subsequent to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay all principal and
interest (at the initial Mortgage Rate) then due; (c) to fund other reserves
required under the related security documents; (d) to pay budgeted operating
expenses (less management fees payable to affiliates of any Prime Borrower)
approved by the lender; (e) to pay budgeted capital expenses approved by the
lender; (f) to pay other extraordinary expenses approved by the lender; (g) to
pay all remaining outstanding principal; (h) to pay all outstanding interest;
(i) to pay all other amounts owed the lender with respect to the Prime Loan; and
(j) to the Prime Borrowers.
T-20
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) May 1, 2002 or (b) two years following the date of the assignment
of the Prime Loan to a REMIC in connection with a securitization. Thereafter,
until December 3, 2007, any prepayment must be in the form of a defeasance. Any
such defeasance will include release of the related Prime Property and the
pledge of substitute collateral in the form of direct, non-callable United
States Treasury obligations providing for payments prior, but as close as
possible, to all scheduled Monthly Payment dates, and on the Anticipated
Repayment Date. Each such payment must be equal to or greater than the portion
of the scheduled Monthly Payment allocated to the released Prime Property, and
on the Anticipated Repayment Date, must be sufficient to fully prepay the
portion of the Prime Loan allocated to the released Prime Property.
Additionally, a written confirmation must be obtained from each applicable
rating agency specifying that the defeasance would not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to any Class of
Certificates. From and after December 3, 2007, the Prime Loan may be prepaid
without the payment of any prepayment consideration
Transfer of Property or Interest in Borrower. Except as described below, the
lender will have the option to declare the Prime Loan immediately due and
payable upon the transfer of any Prime Property or any ownership interest in any
Prime Borrower. Each Prime Borrower has a one-time right to transfer its Prime
Property, after the first 12 months of the loan term, to a transferee approved
by the lender if (i) no event of default then exists, (ii) the proposed
transferee reasonably satisfies the lender that it possesses the ownership and
managerial experience and financial resources necessary to operate the Prime
Property, (iii) the proposed transferee assumes the obligations of the Prime
Borrower and an acceptable person or entity assumes all guaranties or
indemnities, and (iv) a 1% assumption fee, all reasonably required documents, a
title policy endorsement and reimbursement for all of its costs and expenses has
been received by the lender. The Prime Loan documents allow transfers of
beneficial interests in the Prime Borrower so long as Prime Group Realty Trust
continues to have the same degree of management control over each Prime Borrower
and directly or indirectly own 30% or more of the total equity interests in each
Prime Borrower.
Escrow/Reserves. There is a tax escrow which requires deposits in an amount
sufficient to pay real estate taxes when due.
Subordination/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
The Property. The 342 Carol Lane property is located at 342-346 Carol Lane,
Elmhurst, Illinois. It was built in 1989, and is a 67,935 square foot 1-story,
multi-tenant warehouse/distribution building improved with 2 loading docks and
approximately 41.6% office finish. It is 100% leased as of June 1, 1999. Its
largest tenant is Semblex (47,861 square feet/70.45% of total), whose lease
expires May 31, 2004.
The 343 Carol Lane property is located at 343 Carol Lane, Elmhurst, Illinois. It
was built in 1989, and is a 30,084 square foot 1-story warehouse/distribution
building improved with 1 loading dock and approximately 33.0% office finish. As
of June 1, 1999, it is 100% leased to Matsushita Industrial, whose lease expires
March 31, 2007.
The 388 Carol Lane property is located at 388 Carol Lane, Elmhurst, Illinois. It
was built in 1979, and is a 40,920 square foot 1 and 1/2-story, multi-tenant
warehouse/distribution building improved with 1 loading dock and
T-21
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
approximately 22.9% office finish. It is 100% leased as of June 1, 1999. Its
largest tenant is Ameritech Illinois (36,184 square feet/88.43% of total), whose
lease expires September 30, 2000.
The 550 Kehoe property is located at 550 Kehoe Blvd., Carol Stream, Illinois. It
was built in 1996, and is a 44,575 square foot 1-story warehouse/distribution
building improved with 1 loading dock and approximately 27.3% office finish. As
of June 1, 1999, it is 100% leased to Associated Material, whose lease expires
August 31, 2006.
The 4300 Madison property is located at 4300 Madison Street, Hillside, Illinois.
It was built in 1980, and is a 127,129 square foot 1-story, multi-tenant
warehouse/distribution building. It is 100% leased as of June 1, 1999. Its
largest tenant is Oak Brook Business Center (50,940 square feet/40.07% of
total), whose lease expires May 31, 2000.
The 1301 East Tower property is located at 1301 East Tower Road, Schaumburg,
Illinois. It was built in 1992, and is a 50,400 square foot 1-story, class B
office building with 223 surface parking spaces. As of June 1, 1999, it is 100%
leased to Householde Credit Services, whose lease expires December 31, 2001.
Management. The Prime Properties are managed by Prime Group Realty Trust,
the general partner of the managing member of each Prime Borrower.
T-22
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 4 - 1414 Avenue of the Americas
- --------------------------------------------------------------------------------
Cut-off Date Balance: $14,000,000 Balloon $12,169,841
Balance:
- --------------------------------------------------------------------------------
Loan Type: 2 years Property Type: Office
Interest-Only, then
Principal & Interest
- --------------------------------------------------------------------------------
Origination Date: April 16, 1999 Location: New York, NY
- --------------------------------------------------------------------------------
Maturity Date:* May 1, 2009 Year Renovated: 1997
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.870% Appraised $20,000,000
Value:
- --------------------------------------------------------------------------------
Annual Debt Service: $1,282,217 Current LTV: 70.0%
- --------------------------------------------------------------------------------
DSCR: 1.40x Balloon LTV: 60.8%
- --------------------------------------------------------------------------------
Underwritable Net $1,795,434 Occupancy: 100%
Cash Flow:
- --------------------------------------------------------------------------------
Occupancy Date: February 20, 1999
- --------------------------------------------------------------------------------
*For purposes hereof, the Anticipated Repayment Date described below is assumed
to be the maturity date of the 1414 Loan.
The Loan. The 1414 Avenue of the Americas Loan (the "1414 Loan") is secured by a
first mortgage on a 19-story, 111,455 square foot office building located at
1414 Avenue of the Americas, New York, New York (the "1414 Property"). CIBC
originated the 1414 Loan on April 16, 1999.
The Borrower. The borrower is Green 1414 Property L.L.C., a New York limited
liability company (the "1414 Borrower"). Green 1414 Manager L.L.C., a Delaware
limited liability company, is the managing member of the 1414 Borrower. It is a
wholly owned subsidiary of SL Green Realty Corp. SL Green Operating Partnership,
L.P., a Delaware limited partnership, is the sole remaining member of the 1414
Borrower. SL Green Realty Corp. is the general partner of the limited
partnership. The 1414 Borrower is a special purpose entity.
Security. The 1414 Loan is secured by a Mortgage, an Assignment of Leases and
Rents, UCC Financing Statements and certain additional security documents. The
Mortgage is a first lien on the fee interest in the 1414 Property. The 1414 Loan
is non-recourse, subject to certain limited exceptions.
Payment Terms. The Mortgage Rate is fixed at 7.870% until May 1, 2009 (the
"Anticipated Repayment Date"), at which time the Mortgage Rate will adjust to
the greater of (i) 9.87% or (ii) the then applicable yield rate on U.S. Treasury
obligations maturing during the month in which the maturity date of the 1414
Loan occurs, plus 2%. Although the 1414 Loan has a stated term of 324 months, it
is assumed for purposes hereof that it has a term of 120 months with a maturity
date of the Anticipated Repayment Date. The 1414 Loan has an original
amortization term of 300 months. The 1414 Loan requires monthly payments of
interest only until June 1, 2001. Thereafter, monthly payments of principal and
interest equal to $106,851.39 are required until the Anticipated Repayment Date.
If the 1414 Loan is not prepaid on such date, all of the cash flow from the 1414
Property is to be applied as described in "Lockbox" below. If not sooner
satisfied, all unpaid principal and accrued but unpaid interest is due on May 1,
2026. The 1414 Loan accrues interest computed on the basis of the actual number
of days elapsed each month in a 360-day year.
T-23
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Lockbox. Upon a default by the 1414 Borrower, or upon the occurrence of the
Anticipated Repayment Date, the lender may require all gross income from the
1414 Property to be deposited into a lockbox account controlled by the lender.
Prior to the Anticipated Repayment Date, disbursements from such account are
made as follows: (a) to fund required reserves for the payment of real estate
taxes, insurance and other impounds; (b) to pay all principal and interest then
due; (c) to fund other reserves required under the related security documents;
(d) to pay all other amounts owed the lender with respect to the 1414 Loan; and
(e) to the 1414 Borrower.
Subsequent to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay all principal and
interest (at the initial Mortgage Rate) then due; (c) to fund other reserves
required under the related security documents; (d) to pay budgeted operating
expenses (less management fees payable to 1414 Borrower affiliates) approved by
the lender; (e) to pay budgeted capital expenses approved by the lender; (f) to
pay other extraordinary expenses approved by the lender; (g) to pay all
remaining outstanding principal; (h) to pay all outstanding interest; (i) to pay
all other amounts owed the lender with respect to the 1414 Loan; and (j) to the
1414 Borrower.
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) April 16, 2002, or (b) two years following the date of the
assignment of the 1414 Loan to a REMIC in connection with a securitization.
Thereafter, until November 1, 2008, any prepayment must be in the form of a
defeasance. Any such defeasance will include release of the related 1414
Property and the pledge of substitute collateral in the form of direct,
non-callable United States Treasury obligations providing for payments prior,
but as close as possible, to all scheduled Monthly Payment dates, and on the
Anticipated Repayment Date. Each such payment must be equal to or greater than
the scheduled Monthly Payment, and on the Anticipated Repayment Date, must be
sufficient to fully prepay the 1414 Loan on such date. Additionally, a written
confirmation must be obtained from each applicable rating agency specifying that
the defeasance would not result in a downgrade, qualification or withdrawal of
the then current ratings assigned to any class of certificates. From and after
November 1, 2008, the 1414 Loan may be prepaid without the payment of any
prepayment consideration
Transfer of Property or Interest in Borrower. Except as described below, the
lender will have the option to declare the 1414 Loan immediately due and payable
upon the transfer of the 1414 Property or any ownership interest in the 1414
Borrower. The 1414 Borrower has a one-time right to transfer the 1414 Property
to a transferee approved by the lender if (i) no event of default then exists,
(ii) the proposed transferee reasonably satisfies the lender that it possesses
the ownership and managerial experience and financial resources necessary to
operate the 1414 Property, (iii) the proposed transferee assumes the obligations
of the 1414 Borrower and an acceptable person or entity assumes all guaranties
or indemnities, and (iv) a 1% assumption fee, all reasonably required documents,
a title policy endorsement and reimbursement for all of its costs and expenses
has been received by the lender. The 1414 Loan documents allow transfers of
beneficial interests in the 1414 Borrower so long as, among other things, Green
1414 Manager L.L.C. remains the managing member of the 1414 Borrower and SL
Green Realty Corp. continues to directly or indirectly own 100% of Green 1414
Manager L.L.C. and at least 1/3 of the total equity interests in the 1414
Borrower. Additionally, so long as lender approves the management of the 1414
Borrower, transfers of non-managing member interests (up to an aggregate of 25%
of the beneficial ownership interests), involuntary transfers from death or
disability and transfers for estate planning purposes will not be a default.
Finally, transfers of limited
T-24
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
partnership interests in SL Green Operating Partnership, L.P. are allowed so
long as SL Green Realty Corp. retains control of such limited partnership.
Escrows/Reserves. There is a tax escrow, which requires deposits in an amount
sufficient to pay real estate taxes when due. There is an escrow for capital
expenditures, which is funded monthly at the monthly rate of $929, and a tenant
improvement/leasing commission escrow, which is funded at the monthly rate of
$16,667. There is also an insurance reserve in the amount of $10,628.
Subordinate/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
The Property. The 1414 Property consists of a 19-story office building located
on the southeast corner of West 58th Street, one block from Central Park, at the
northern edge of Midtown Manhattan. The 1414 Property, originally constructed in
1924, contains 111,455 rentable square feet. Major capital improvements totaling
approximately $580,000 were completed during 1991 (new roof) and 1997. Such
improvements during 1998 included upgrades to the lobby, corridors and
elevators, as well as the installation of a new fire alarm system. The 1414
Property was 100% leased as of February 20, 1999. Contractual lease expirations
during the loan term are as follows: 1999 (8,943 square feet/8% of total), 2000
(12,280/11%), 2001 (17,619/15.8%), 2002 (5,200/4.7%), 2003 (33,665/30.2%), 2004
(13,975/2%), 2005 (2,187/2.8%), 2006 (3,100/2.8%), 2007 (none), 2008
(3,625/3.3%), and 2009 (2,515/2.3%). No single tenant accounts for more than
5.7% of the 1414 Property's total square footage. The typical tenant at the 1414
Property possesses a lease with a 5 or 10 year term, occupies approximately
3,000 square feet and is in the garment industry. Many have also been tenants
for a number of years.
Management. The 1414 Property is managed by SL Green Management L.L.C., an
affiliate of the 1414 Borrower.
T-25
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 5 - 70 West 36th Street
- --------------------------------------------------------------------------------
Cut-off Date Balance: $12,200,000 Balloon $10,605,147
Balance:
- --------------------------------------------------------------------------------
Loan Type: 2 Years Property Type: Office
Interest-Only,
then Principal&
Interest
- --------------------------------------------------------------------------------
Origination Date: April 16, 1999 Location: New York, NY
- --------------------------------------------------------------------------------
Maturity Date:* May 1, 2009 Year 1995
Renovated:
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.870% Appraised $18,000,000
Value:
- --------------------------------------------------------------------------------
Annual Debt Service: $1,117,360 Current LTV: 67.8%
- --------------------------------------------------------------------------------
DSCR: 1.40x Balloon LTV: 58.9%
- --------------------------------------------------------------------------------
Underwritable Net $1,559,453 Occupancy: 100%
Cash Flow:
- --------------------------------------------------------------------------------
Occupancy Date: February 19, 1999
- --------------------------------------------------------------------------------
*For purposes hereof, the Anticipated Repayment Date described below is assumed
to be the maturity date of the West 36th Loan.
The Loan. The 70 West 36th Street Loan (the "West 36th Loan") is secured by a
first mortgage on a 16-story, 151,077 square foot office building located at 70
West 36th Street, New York, New York (the "West 36th Property"). CIBC originated
the West 36th Loan on April 16, 1999.
The Borrower. The borrower is Green 70W36 Property L.L.C., a New York limited
liability company (the "West 36th Borrower"). Green 70W36 Manager L.L.C., a
Delaware limited liability company, is the managing member of the West 36th
Borrower. It is a wholly owned subsidiary of SL Green Realty Corp. SL Green
Operating Partnership, L.P., a Delaware limited partnership, is the sole
remaining member of the West 36th Borrower. SL Green Realty Corp. is the general
partner of the limited partnership. The West 36th Borrower is a special purpose
entity.
Security. The West 36th Loan is secured by a Mortgage, an Assignment of Leases
and Rents, UCC Financing Statements and certain additional security documents.
The Mortgage is a first lien on the fee interest in the West 36th Property. The
West 36th Loan is non-recourse, subject to certain limited exceptions.
Payment Terms. The Mortgage Rate is fixed at 7.870% until May 1, 2009 (the
"Anticipated Repayment Date"), at which time the Mortgage Rate will adjust to
the greater of (i) 9.87% or (ii) the then applicable yield rate on U.S. Treasury
obligations maturing during the month in which the maturity date of the West
36th Loan occurs, plus 2%. Although the West 36th Loan has a stated term of 324
months, it is assumed for purposes hereof that it has a term of 120 months with
a maturity date of the Anticipated Repayment Date. The West 36th Loan has an
original amortization term of 300 months. The West 36th Loan requires monthly
payments of interest only until June 1, 2001. Thereafter, monthly payments of
principal and interest equal to $93,113.36 are required until the Anticipated
Repayment Date. If the West 36th Loan is not prepaid on such date, all of the
cash flow from the West 36th Property is to be applied as described in "Lockbox"
below. If not sooner satisfied, all unpaid principal and accrued but unpaid
interest is due on May 1, 2026. The West 36th Loan accrues interest computed on
the basis of the actual number of days elapsed each month in a 360-day year.
T-26
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Lockbox. Upon a default by the West 36th Borrower, or upon the occurrence of the
Anticipated Repayment Date, the lender may require all gross income from the
West 36th Property to be deposited into a lockbox account controlled by the
lender. Prior to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay all principal and
interest then due; (c) to fund other reserves required under the related
security documents; (d) to pay all other amounts owed the lender with respect to
the West 36th Loan; and (e) to the West 36th Borrower.
Subsequent to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay all principal and
interest (at the initial Mortgage Rate) then due; (c) to fund other reserves
required under the related security documents; (d) to pay budgeted operating
expenses (less management fees payable to West 36th Borrower affiliates)
approved by the lender; (e) to pay budgeted capital expenses approved by the
lender; (f) to pay other extraordinary expenses approved by the lender; (g) to
pay all remaining outstanding principal; (h) to pay all outstanding interest;
(i) to pay all other amounts owed the lender with respect to the West 36th Loan;
and (j) to the West 36th Borrower.
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) April 16, 2002, or (b) two years following the date of the
assignment of the West 36th Loan to a REMIC in connection with a securitization.
Thereafter, until November 1, 2008, any prepayment must be in the form of a
defeasance. Any such defeasance will include release of the related West 36th
Property and the pledge of substitute collateral in the form of direct,
non-callable United States Treasury obligations providing for payments prior,
but as close as possible, to all scheduled Monthly Payment dates, and on the
Anticipated Repayment Date. Each such payment must be equal to or greater than
the scheduled Monthly Payment, and on the Anticipated Repayment Date, must be
sufficient to fully prepay the West 36th Loan on such date. Additionally, a
written confirmation must be obtained from each applicable rating agency
specifying that the defeasance would not result in a downgrade, qualification or
withdrawal of the then current ratings assigned to any class of Certificates.
From and after November 1, 2008, the West 36th Loan may be prepaid without the
payment of any prepayment consideration
Transfer of Property or Interest in Borrower. Except as described below, the
lender will have the option to declare the West 36th Loan immediately due and
payable upon the transfer of the West 36th Property or any ownership interest in
the West 36th Borrower. The West 36th Borrower has a one-time right to transfer
the West 36th Property to a transferee approved by the lender if (i) no event of
default then exists, (ii) the proposed transferee reasonably satisfies the
lender that it possesses the ownership and managerial experience and financial
resources necessary to operate the West 36th Property, (iii) the proposed
transferee assumes the obligations of the West 36th Borrower and an acceptable
person or entity assumes all guaranties or indemnities, and (iv) a 1% assumption
fee, all reasonably required documents, a title policy endorsement and
reimbursement for all of its costs and expenses has been received by the lender.
The West 36th Loan documents allow transfers of beneficial interests in the West
36th Borrower so long as, among other things, Green 70W36 Manager L.L.C. remains
the managing member of the West 36th Borrower and SL Green Realty Corp.
continues to directly or indirectly own 100% of Green 70 W36 Manager L.L.C. of
the West 36th Borrower and at least 1/3 of the total equity interests in the
West 36th Borrower. Additionally, so long as lender approves the management of
the West 36th Borrower, transfers of non-managing member interests (up to an
aggregate of 25% of the beneficial ownership interests), involuntary transfers
from death or disability and transfers for estate planning purposes will not be
a default. Finally, transfers of limited partnership
T-27
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
interests in SL Green Operating Partnership, L.P. are allowed so long as SL
Green Realty Corp. retains control of such limited partnership.
Escrows/Reserves. There is a tax escrow which requires deposits in an amount
sufficient to pay real estate taxes when due. There is an escrow for capital
expenditures, which is funded monthly at the monthly rate of $1,762, and a
tenant improvement/leasing commission escrow, which is funded at the monthly
rate of $12,500. There is also an insurance reserve in the amount of $8,862.
Subordinate/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
The Property. The West 36th Property consists of a 16-story building centrally
located on 36th Street between Fifth and Sixth Avenues, in the heart of the
Midtown West District of Manhattan. The West 36th Property, originally
constructed in 1923, contains 151,703 rentable square feet, including 26,522
square feet of retail space on the ground floor. Major capital improvements
totaling approximately $4,000,000 were completed through 1995. Such improvements
included modernization of the three passenger elevators, installation of a new
domestic water tank and renovations to the lobby and public corridors on each
floor. Historical occupancy of the West 36th Property for the last five years
has been: 1995 - 94%, 1996 - 95%, 1997 - 100%, 1998 - 100%, and 1999 - 100%.
Tenant rollover is staggered with no more than 29% expiring in any one year. The
typical tenant at the West 36th Property possesses a lease with a 5 or 10 year
term, occupies approximately 3,000 square feet and is in the garment industry.
Many have also been tenants for a number of years.
Management. The West 36th Property is managed by SL Green Management L.L.C.,
an affiliate of the West 36th Borrower.
T-28
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan Nos. 6, 7 and 8 - 2201 Lundt, 7200 Leamington and 1330 West 43rd Street
- --------------------------------------------------------------------------------
Cut-off Date Property Type: Industrial
Balances:
- --------------------------------------------------------------------------------
Leamington $4,850,000 Location: Chicago, IL
- --------------------------------------------------------------------------------
Lundt $4,000,000 Year Built:
- --------------------------------------------------------------------------------
West 43rd $2,190,000 Leamington 1952
- --------------------------------------------------------------------------------
Loan Type: Principal & Lundt 1963
Interest
- --------------------------------------------------------------------------------
Origination Date: June 24, 1999 West 43rd 1977
- --------------------------------------------------------------------------------
Maturity Date: July 1, 2009 Appraised Value: $15,200,000
- --------------------------------------------------------------------------------
Initial Mortgage 8.320% Leamington $ 6,800,000
Rate:
- --------------------------------------------------------------------------------
Annual Debt Service: Lundt $ 5,600,000
- --------------------------------------------------------------------------------
Leamington $440,105 West 43rd $ 2,800,000
- --------------------------------------------------------------------------------
Lundt $362,973 Current Combined 72.6%
LTV:
- --------------------------------------------------------------------------------
West 43rd $198,728 Combined Balloon 65.5%
LTV:
- --------------------------------------------------------------------------------
DSCR: 1.30x Occupancy:
- --------------------------------------------------------------------------------
Balloon Balance: Leamington 100.0%
- --------------------------------------------------------------------------------
Leamington $4,372,452 Lundt 100.0%
- --------------------------------------------------------------------------------
Lundt $3,606,147 West 43rd 100.0%
- --------------------------------------------------------------------------------
West 43rd $1,974,366 Occupancy Date: May 11, 1999
- --------------------------------------------------------------------------------
Aggregate $1,302,056
Underwritable
Net Cash Flow:
- --------------------------------------------------------------------------------
The Loans. The 2201 Lundt, 7200 Leamington and 1330 West 43rd Street Loans (the
"Chicago Industrial Loans") consist of three separate loans secured by first
mortgages on three Chicago-area industrial properties (the "Chicago Industrial
Properties"). RFC originated each of the Chicago Industrial Loans was originated
on June 24, 1999, and each has a maturity date of July 1, 2009.
The Borrowers. Separate Illinois limited liability companies were established as
borrowing entities for each of the Chicago Industrial Loans (each a "Chicago
Industrial Borrower"). Each Chicago Industrial Borrower is a single purpose
entity established to own and manage only its Chicago Industrial Property. The
primary sponsors Chicago Industrial Borrowers are John Daley and Guy Ackerman.
Security. The Chicago Industrial Loans are secured by separate Mortgages,
Assignments of Leases and Rents, UCC Financing Statements and certain additional
security documents. Each Mortgage is a first lien on the fee interest in the
related Chicago Industrial Property. The Chicago Industrial Loans are
non-recourse, subject to certain limited exceptions. All of the Chicago
Industrial Loans are cross-defaulted and cross-collateralized with each other.
Payment Terms. Each Chicago Industrial Loan has a fixed 8.320% Mortgage Rate, an
original term of 120 months and an original amortization of 360 months. The
Chicago Industrial Loans require an aggregate monthly principal and interest
payment of $83,483.74 until maturity, at which time all unpaid principal and
accrued but unpaid interest is due. Each Chicago Industrial Loan accrues
interest computed on the basis of the actual number of days elapsed each month
in a 360-day year.
T-29
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Prepayment/Defeasance. No prepayment or defeasance is permitted for any of the
Chicago Industrial Loans prior to the earlier of (a) August 1, 2003, or (b) two
years following the date of the assignment of the related Chicago Industrial
Loan to a REMIC in connection with a securitization. Thereafter, until April 1,
2009, any prepayment must be in the form of a defeasance. Any such defeasance
will include release of the related Chicago Industrial Property and the pledge
of substitute collateral in the form of direct, non-callable United States
Treasury obligations providing for payments prior, but as close as possible, to
all scheduled Monthly Payment dates, and on the Maturity Date. Each such payment
must be equal to or greater than each scheduled Monthly Payment during the loan
term, and greater than the anticipated balloon balance due on the Maturity Date.
Additionally, a written confirmation must be obtained from each applicable
rating agency specifying that the defeasance would not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to any class of
certificates. From and after April 1, 2009, each Chicago Industrial Loan may be
prepaid without the payment of any prepayment consideration.
Transfer of Properties or Interest in Borrower. Except as described below, the
lender will have the option to declare any Chicago Industrial Loan immediately
due and payable upon the transfer of the related Chicago Industrial Property or
any ownership interest in the related Chicago Industrial Borrower. Each Chicago
Industrial Borrower has a one time right to transfer its Chicago Industrial
Property to a qualifying single asset transferee approved by the lender if (i)
the proposed transferee reasonably satisfies the lender that it possesses the
ownership and managerial experience and financial resources customarily required
by the lender for properties such as the related Chicago Industrial Property,
(ii) the proposed transferee assumes the obligations of the related Chicago
Industrial Borrower, (iii) no event of default then exists, and (iv) a 1%
assumption fee has been received by the lender. The documents for each Chicago
Industrial Loan also allow transfers of membership interest in the related
Chicago Industrial Borrower which: (a) do not amount, in the aggregate, to a
transfer of 49% or more of such membership interests to a third party; (b) are
the result of a death or physical or mental disability, or (c) are to an
immediate family member or trust for such a family member.
Escrow/Reserves. Each Chicago Industrial Loan has a tax and insurance reserve
which requires deposits in an amount sufficient to pay real estate taxes and
insurance premiums when due. There is a capital improvements escrow for each
Chicago Industrial Property funded monthly at the aggregate rate $5,282 (Lundt -
$1,778, Leamington - $2,590 and West 43rd - $914). There is a tenant
improvement/leasing commission escrow for each Chicago Industrial Property
funded monthly at the aggregate rate $13,233 (Lundt - $4,446, Leamington -
$6,474 and West 43rd - $2,313).
Subordination/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
The Property. The Lunt property is located at 2201 W. Lunt Avenue, Elk Grove
Village, Illinois, approximately 1 mile east of O'Hare Airport. This property is
a 213,390 square foot single-story, multi-tenant warehouse/distribution building
improved with 16 loading docks and approximately 6% office finish.
It is 71.63% leased to Prime Source and World Wide Inc.
The Leamington property is located at 7200 S. Leamington, Bedford Park,
Illinois, on the south side of Chicago near Midway Airport. This property is a
310,752 square foot single-story manufacturing building improved with 13
T-30
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
loading docks and approximately 4% office finish. It is 100% net leased to The
Form House, Inc., through March 20, 2004.
The West 43rd Street property is located at 1330 West 43rd Street, McKinley
Park, Illinois, in the old stock yard district. This property is a 109,728
square foot single-story, single-tenant warehouse/distribution building improved
with 9 loading docks and approximately 6% office finish. It is 100% occupied by
SM Acquisitions through May, 2002.
Management. The Chicago Industrial Properties are currently managed by Hawthorne
Realty Management. Hawthorne has managed over 12,000,000 square feet of
industrial space in the Chicago metro area and midwest. Hawthorne alos manages
4,000,000 square feet of office space and 1,000,000 square feet of residential
and hospitality properties. Hawthorne is affiliated with the Chicago Industrial
Borrowers.
T-31
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 9 - University Club Apartments
- --------------------------------------------------------------------------------
Cut-off Date Balance: $10,486,188 Balloon $9,254,639
Balance:
- --------------------------------------------------------------------------------
Loan Type: Principal and Property Type: Multifamily
Interest
- --------------------------------------------------------------------------------
Origination Date: April 22, 1999 Location: Charlotte, NC
- --------------------------------------------------------------------------------
Maturity Date:* May 1, 2009 Year Built 1998
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.390% Appraised $13,820,000
Value:
- --------------------------------------------------------------------------------
Annual Debt Service: $871,539 Current LTV: 75.9%
- --------------------------------------------------------------------------------
DSCR: 1.30x Balloon LTV: 67.0%
- --------------------------------------------------------------------------------
Underwritable Net $1,130,378 Occupancy: 97.5%
Cash Flow:
- --------------------------------------------------------------------------------
Occupancy Date: January 31, 1999
- --------------------------------------------------------------------------------
*For purposes hereof, the Anticipated Repayment Date described below is assumed
to be the maturity date of the University Club Loan.
The Loan. The University Club Apartments Loan (the "University Club Loan") is
secured by a first mortgage on the University Club Apartments (the "University
Club Property"), a 130-unit, 17 building, student housing apartment complex
located in Charlotte, North Carolina. CIBC originated the University Club Loan
on April 22, 1999.
The Borrower. The borrower is University Club Apartments of Charlotte, L.C.,
a Florida limited liability company (the "University Club Borrower"). The
University Club Borrower's managing member is Thomas C. Proctor. The
University Club Borrower is a special purpose entity.
Security. The University Club Loan is secured by a Deed of Trust and Security
Agreement, an Assignment of Leases and Rents, UCC Financing Statements and
certain additional security documents. Such Deed of Trust is a first lien on the
fee interest in the University Club Property. The University Club Loan is
non-recourse, subject to certain limited exceptions.
Payment Terms. The Mortgage Rate is fixed at 7.390% until May 1, 2009 (the
"Anticipated Repayment Date"), at which time the Mortgage Rate will adjust to
the greater of (i) 9.39% or (ii) the then applicable yield rate on U.S. Treasury
obligations maturing during the month in which the maturity date of the
University Club Loan occurs, plus 2%. Although the University Club Loan has a
stated term of 360 months, it is assumed for purposes hereof that it has a term
of 120 months with a maturity date of the Anticipated Repayment Date. The
University Club Loan has an original amortization term of 360 months. The
University Club Loan requires monthly payments of principal and interest of
$72,628.26 until the Anticipated Repayment Date. If the University Club Loan is
not prepaid on such date, all of the cash flow from the University Club Property
is to be applied as described in "Lockbox" below. If not sooner satisfied, all
unpaid principal and accrued but unpaid interest is due on May 1, 2029. The
University Club Loan accrues interest computed on the basis of the actual number
of days elapsed each month in a 360-day year.
Lockbox. Upon a default by the University Club Borrower, or upon the occurrence
of the Anticipated Repayment Date, the lender may require all gross income from
the University Club Property to be deposited into a lockbox account controlled
by the lender. Prior to the Anticipated Repayment Date, disbursements from such
account are
T-32
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
made as follows: (a) to fund required reserves for the payment of real estate
taxes, insurance and other impounds; (b) to pay all principal and interest then
due; (c) to fund other reserves required under the related security documents;
(d) to pay all other amounts owed the lender with respect to the University Club
Loan; and (e) to the University Club Borrower.
Subsequent to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay all principal and
interest (at the initial Mortgage Rate) then due; (c) to fund other reserves
required under the related security documents; (d) to pay budgeted operating
expenses (less management fees payable to University Club Borrower affiliates)
approved by the lender; (e) to pay budgeted capital expenses approved by the
lender; (f) to pay other extraordinary expenses approved by the lender; (g) to
pay all remaining outstanding principal; (h) to pay all outstanding interest;
(i) to pay all other amounts owed the lender with respect to the University Club
Loan; and (j) to the University Club Borrower.
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) April 22, 2002, or (b) two years following the date of the
assignment of the University Club Loan to a REMIC in connection with a
securitization. Thereafter, until November 1, 2008, any prepayment must be in
the form of a defeasance. Any such defeasance will include release of the
related University Club Property and the pledge of substitute collateral in the
form of direct, non-callable United States Treasury obligations providing for
payments prior, but as close as possible, to all scheduled Monthly Payment
dates, and on the Anticipated Repayment Date. Each such payment must be equal to
or greater than the scheduled Monthly Payment, and on the Anticipated Repayment
Date, must be sufficient to fully prepay the University Club Loan on such date.
Additionally, a written confirmation must be obtained from each applicable
rating agency specifying that the defeasance would not result in a downgrade,
qualification or withdrawal of the then current ratings assigned to any class of
certificates. From and after November 1, 2008, the University Club Loan may be
prepaid without the payment of any prepayment consideration
Transfer of Property or Interest in Borrower. Except as described below, the
lender will have the option to declare the University Club Loan immediately due
and payable upon the transfer of the University Club Property or any ownership
interest in the University Club Borrower. The University Club Borrower has a
one-time right to transfer the University Club Property, after the first 12
months of the loan term, to a transferee approved by the lender if (i) no event
of default then exists, (ii) the proposed transferee reasonably satisfies the
lender that it possesses the ownership and managerial experience and financial
resources necessary to operate the University Club Property, (iii) the proposed
transferee assumes the obligations of the University Club Borrower and an
acceptable person or entity assumes all guaranties or indemnities, and (iv) a 1%
assumption fee, all reasonably required documents, a title policy endorsement
and reimbursement for all of its costs and expenses has been received by the
lender. The University Club Loan documents also prohibit, without the lender's
prior consent, any transfer of any managing membership interest in the
University Club Borrower. Transfers of non managing member interests are allowed
without lender consent. Additionally, so long as lender approves the management
of the University Club Borrower, involuntary transfers from death or disability
and transfers for estate planning purposes will not be a default.
Escrows/Reserves. There is a tax and insurance escrow which requires deposits in
an amount sufficient to pay real estate taxes and insurance premiums when due.
There is also an escrow for capital expenditures which is funded
T-33
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
monthly in the amount of $29,250/year for the first twelve months of the loan
term and $39,000/year for the remainder of the loan term.
Subordinate/Other Debt. Secured subordinate indebtedness and encumbrances are
prohibited.
The Property. The University Club Property consists of 130 townhouse style
apartment units (1,470 square feet per unit) in seventeen buildings located in
Charlotte, North Carolina, approximately 1/2 mile east University of North
Carolina - Charlotte. Each unit contains four bedrooms and four baths with cable
television, telephone lines and an interior alarm system available in each
bedroom. Site amenities include a basketball court, beach volleyball court,
fitness center, computer center, and two swimming pools. The University Club
Property's tenant base is primarily comprised of students from the University of
North Carolina - Charlotte. The University Club Property commenced operations in
August 1998. According to a January 31, 1999 rent roll, occupancy during the
1998-1999 school year was 97.5%.
Management. The University Club Property is managed by Coastal Property
Services, Inc., a full services management company focused specifically on
residential property management. The company manages over 2,500 rental units in
the southeastern United States and over 3,000 beds for students at nine colleges
and universities.
T-34
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 10 - Patriot Apartments
- ----------------------------------------------------------------------------
Cut-off Date Balance: $10,022,381 Balloon Balance: $8,842,833
- ----------------------------------------------------------------------------
Loan Type: Principal and Property Type: Multifamily
Interest
- ----------------------------------------------------------------------------
Origination Date: February17, 1999 Location: El Paso, TX
- ----------------------------------------------------------------------------
Maturity Date: March 1, 2009 Year Built 1996
- ----------------------------------------------------------------------------
Mortgage Rate: 7.24% Appraised Value: $12,600,000
- ----------------------------------------------------------------------------
Annual Debt Service: $821,887 Current LTV: 79.5%
- ----------------------------------------------------------------------------
DSCR: 1.25x Balloon LTV: 70.2%
- ----------------------------------------------------------------------------
Underwritable Net $1,029,379 Occupancy: 99.7%
Cash Flow:
- ----------------------------------------------------------------------------
Occupancy Date: March 22, 1999
- ----------------------------------------------------------------------------
The Loan. The Patriot Apartment Loan (the "Patriot Loan") is secured by a first
mortgage on the Patriot Apartments (the "Patriot Property"), a 320 unit, 20
building, Class A garden apartment complex located in El Paso, Texas. Midland
originated the Patriot Loan on February 17,1999.
The Borrower. The Borrower is Patriot Apartments, L.L.C., a Delaware limited
liability company (the "Patriot Borrower"). The Patriot Borrower is a single
purpose entity with D.R.R. Asset Management, Inc., owning 1% and D.R.R.
Properties, a California corporation owning the remaining 99%. Both D.R.R.
Asset Management, Inc, and D.R.R. Properties are owned 100% by Mr. Duane R.
Roberts of Riverside, California.
Security. The Patriot Loan is secured by a Deed of Trust, an Assignment of
Leases and Rents, UCC Financing Statements and certain additional security
documents. Such Deed of Trust is a first lien on a fee interest in the Patriot
Property. The Patriot Loan is non-recourse, subject to certain limited
exceptions.
Payment Terms. The Patriot Loan has a fixed 7.24% Mortgage Rate, an original
term of 120 months and an original amortization of 360 months. The Patriot Loan
requires monthly principal and interest payments of $68,490.56 until maturity,
at which time all unpaid principal and accrued but unpaid interest is due. The
Patriot Loan accrues interest computed on the basis of the actual number of days
elapsed each month in a 360-day year.
Prepayment. No prepayment is permitted during the first 60 months of the term of
the Patriot Loan. Thereafter, prior to December 1, 2008, prepayments may be made
upon the payment of a prepayment premium equal to the greater of a yield
maintenance amount or 1% of the principal prepaid. No prepayment premium is
required for any prepayment on or after December 1, 2008.
Transfer of Properties or Interest in Borrower. Except as described below, the
lender will have the option to declare the Patriot Loan immediately due and
payable upon the transfer of the Patriot Property or any ownership interest in
the Patriot Borrower. The Patriot Loan documents contemplate a potential waiver
of such prohibition by
T-35
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
the lender if (i) the lender has expressly approved the proposed transfer in
writing, (ii) no event of default then exists, (iii) the proposed transferee and
the Patriot Property reasonably satisfy the lender's underwriting standards, and
(iv) the lender receives a 1% assumption fee and reimbursement for all of costs
and expenses. The Patriot Loan documents allow transfers of membership interest
in the Patriot Borrower which: (a) do not amount, in the aggregate, to a
transfer of 49% or more of such membership interests to a third party; or (b)
are the result of a death or physical or mental disability.
Escrow/Reserves. There is a tax and insurance reserve which requires deposits in
an amount sufficient to pay real estate taxes and insurance premiums when due.
There is a capital improvement reserve funded at closing in the amount of
$32,750 to provide funds for carpet replacement and other specified upgrades to
the clubhouse at the Patriot Property. There is also a reserve for future
repairs and replacements to the Patriot Property, which was funded at closing in
the amount of $67,250. If any funds are withdrawn from this reserve, monthly
deposits will be required until the reserve balance again reaches $67,250.
Subordination/Other Debt. Secured subordinate indebtedness and encumbrances are
prohibited with out the prior consent of the lender.
The Property. The Patriot Property is located at 4600 Fairbanks, in the
northeastern portion of El Paso, Texas, approximately 10 minutes north of the El
Paso central business district and 6 miles from Fort Bliss. It was built in 1996
and consists of 320 units contained in 20 two-story garden style apartment
buildings. Amenities include a community resource center/computer room, fitness
center, playground, basketball court, sand volleyball court, picnic benches &
barbecue grills, clubhouse, RV and boat parking, covered parking (30 spaces),
mini-storage units (136 units), three laundry facilities, a jogging path and a
wading and swimming pool.
Management. Case & Associates Properties, Inc. is the manager of the Patriot
Property. Case & Associates manages over 18,000 apartment units, including
both owned and third party assets, in the southwest region including Tulsa,
Oklahoma City, Wichita, and the Dallas-Ft. Worth metroplex. There is an
on-site staff of management, leasing, and maintenance personnel, all of which
are overseen by a regional and home office supervisor.
T-36
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 11 - Acme (Cape May) Plaza
- --------------------------------------------------------------------------------
Cut-off Date Balance: $9,459,453 Balloon $8,402,811
Balance:
- --------------------------------------------------------------------------------
Loan Type: Principal and Property Type: Retail
Interest
- --------------------------------------------------------------------------------
Origination Date: April 23, 1998 Location: Cape May, NJ
- --------------------------------------------------------------------------------
Maturity Date:* January 1, 2009 Year Renovated 1998
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.550% Appraised Value: $12,000,000
- --------------------------------------------------------------------------------
Annual Debt Service: $801,011 Current LTV: 78.8%
- --------------------------------------------------------------------------------
DSCR: 1.32x Balloon LTV: 70.0%
- --------------------------------------------------------------------------------
Underwritable Net $1,058,317 Occupancy: 100%
Cash Flow:
- --------------------------------------------------------------------------------
Occupancy Date: April 1, 1999
- --------------------------------------------------------------------------------
*For purposes hereof, the Anticipated Repayment Date described below is assumed
to be the maturity date of the Acme Plaza Loan.
The Loan. The Acme (Cape May) Plaza Loan (the "Acme Plaza Loan") is secured by a
first mortgage on the Acme Plaza Shopping Center (the "Acme Plaza Property"), a
150,548 square foot anchored retail center located in Cape May, New Jersey. CIBC
originated the Acme Plaza Loan on April 23, 1998.
The Borrower. The borrower is Shelvin Two, a New Jersey general partnership (the
"Acme Plaza Borrower"). Equity Associates, LP and an Intervivos Q-Tip Trust of
Vincent Polemini are the only partners in the Acme Plaza Borrower.
The Acme Plaza Borrower is a special purpose entity.
Security. The Acme Plaza Loan is secured by a Mortgage, an Assignment of Leases
and Rents, UCC Financing Statements and certain additional security documents.
The Mortgage is a first lien on the fee interest in the Acme Plaza Property. The
Acme Plaza Loan is non-recourse, subject to certain limited exceptions.
Payment Terms. The Mortgage Rate is fixed at 7.550% until January 1, 2009 (the
"Anticipated Repayment Date"), at which time the Mortgage Rate will adjust to
the greater of (i) 9.55% or (ii) the then applicable yield rate on U.S. Treasury
obligations maturing during the month in which the maturity date of the Acme
Plaza Loan occurs, plus 2%. Although the Acme Plaza Loan has a stated term of
368 months, it is assumed for purposes hereof that it has a term of 128 months
with a maturity date of the Anticipated Repayment Date. The Acme Plaza Loan has
an original amortization term of 360 months. The Acme Plaza Loan requires
monthly payments of principal and interest of $66,750.95 until the Anticipated
Repayment Date. If the Acme Plaza Loan is not prepaid on such date, all of the
cash flow from the Acme Plaza Property is to be applied as described in
"Lockbox" below. If not sooner satisfied, all unpaid principal and accrued but
unpaid interest is due on January 1, 2029. The Acme Plaza Loan accrues interest
computed on the basis of the actual number of days elapsed each month in a
360-day year.
Lockbox. Upon a default by the Acme Plaza Borrower, or upon the occurrence of
the Anticipated Repayment Date, the lender may require all gross income from the
Acme Plaza Property to be deposited into a lockbox account controlled by the
lender. Prior to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay
T-37
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
all principal and interest then due; (c) to fund other reserves required under
the related security documents; (d) to pay all other amounts owed the lender
with respect to the Acme Plaza Loan; and (e) to the Acme Plaza Borrower.
Subsequent to the Anticipated Repayment Date, disbursements from such account
are made as follows: (a) to fund required reserves for the payment of real
estate taxes, insurance and other impounds; (b) to pay all principal and
interest (at the initial Mortgage Rate) then due; (c) to fund other reserves
required under the related security documents; (d) to pay budgeted operating
expenses (less management fees payable to Acme Plaza Borrower affiliates)
approved by the lender; (e) to pay budgeted capital expenses approved by the
lender; (f) to pay other extraordinary expenses approved by the lender; (g) to
pay all remaining outstanding principal; (h) to pay all outstanding interest;
(i) to pay all other amounts owed the lender with respect to the Acme Plaza
Loan; and (j) to the Acme Plaza Borrower.
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) April 23, 2003, or (b) two years following the date of the
assignment of the Acme Plaza Loan to a REMIC in connection with a
securitization. Thereafter, until July 1, 2008, any prepayment must be in the
form of a defeasance. Any such defeasance will include release of the related
Acme Plaza Property and the pledge of substitute collateral in the form of
direct, non-callable United States Treasury obligations providing for payments
prior, but as close as possible, to all scheduled Monthly Payment dates, and on
the Anticipated Repayment Date. Each such payment must be equal to or greater
than the scheduled Monthly Payment, and on the Anticipated Repayment Date, must
be sufficient to fully prepay the Acme Plaza Loan on such date. Additionally, a
written confirmation must be obtained from each applicable rating agency
specifying that the defeasance would not result in a downgrade, qualification or
withdrawal of the then current ratings assigned to any class of certificates.
From and after July 1, 2008, the Acme Plaza Loan may be prepaid without the
payment of any prepayment consideration
Transfer of Property or Interest in Borrower. Except as described below, the
lender will have the option to declare the Acme Plaza Loan immediately due and
payable upon the transfer of the Acme Plaza Property or any ownership interest
in the Acme Plaza Borrower. The Acme Plaza Borrower has a one-time right to
transfer the Acme Plaza Property, after the first 12 months of the loan term, to
a transferee approved by the lender if (i) no event of default then exists, (ii)
the proposed transferee reasonably satisfies the lender that it possesses the
ownership and managerial experience and financial resources necessary to operate
the Acme Plaza Property, (iii) the proposed transferee assumes the obligations
of the Acme Plaza Borrower and an acceptable person or entity assumes all
guaranties or indemnities, and (iv) a 1% assumption fee, all reasonably required
documents, a title policy endorsement and reimbursement for all of its costs and
expenses has been received by the lender.
Escrows/Reserves. There is a tax and insurance escrow which requires deposits in
an amount sufficient to pay real estate taxes and insurance premiums when due.
There is an escrow for capital expenditures which is funded monthly in the
amount of $1,910. There is also a $10,000 tenant improvement/leasing commission
escrow, which is to be replenished at the monthly rate of $833.33, when the
balance falls below $10,000.
Subordinate/Other Debt. Secured subordinate indebtedness and encumbrances are
prohibited.
T-38
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
The Property. The Acme Plaza Property is a 150,548 square foot retail shopping
center situated on 18.62 acres of land located in Cape May, New Jersey. The Acme
Plaza Property was built in 1971 and renovated in 1998. According to an April 1,
1999 rent roll, the Acme Plaza Property was 100% leased to 13 tenants, with an
average base rental was $8.51per square foot. Acme Stores (Acme Supermarket) is
the anchor store for the Acme Plaza Property, with a lease covering
approximately 41.2% of available space. Its lease expires on June 29, 2016.
Other lease expirations during the loan term are as follows: 1999 (2,000 square
feet/1.3% of total), 2000 (9,220/6.1%), 2001 (none), 2002 (3,150/2.1%), 2003
(5,500/3.7%), 2004 (none), 2005 (10,000/6.6%), 2006 (none), 2007 (none), and
2008 (35.113/23.3%).
Management. The Acme Plaza Property is managed by Skyline Management, a
full-service property management company. The company manages over 2,000,000
square feet in its current portfolio primarily in the northeastern United
States.
T-39
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
Loan No. 12 - The Place Apartments
- --------------------------------------------------------------------------------
Cut-off Date Balance: $8,693,077 Balloon $7,619,550
Balance:
- --------------------------------------------------------------------------------
Loan Type: Principal & Interest Property Type: Multifamily
- --------------------------------------------------------------------------------
Origination Date: May 4, 1999 Location: Ft. Myers, FL
- --------------------------------------------------------------------------------
Maturity Date: June 1, 2009 Year Renovated: 1999
- --------------------------------------------------------------------------------
Initial Mortgage Rate: 7.150% Appraised Value: $10,887,000
- --------------------------------------------------------------------------------
Annual Debt Service: $705,125 Current LTV: 79.8%
- --------------------------------------------------------------------------------
DSCR: 1.26x Balloon LTV: 70.0%
- --------------------------------------------------------------------------------
Underwritable Net $887,965 Occupancy: 99.1%
Cash Flow:
- --------------------------------------------------------------------------------
Occupancy Date: March 24, 1999
- --------------------------------------------------------------------------------
The Loan. The Place Apartments Loan (the "Place Apartments Loan") is secured
by a first mortgage on a 230-unit garden apartment complex located at 4757
Barkley Circle, Ft. Myers, Florida (the "Place Apartments Property"). RFC
originated the Place Apartments Loan on May 4, 1999.
The Borrower. The borrower is The Place Apartments, Ltd., a Florida limited
partnership (the "Place Apartments Borrower"). The corporate general partner of
the Place Apartments Borrower is A&M Business Properties, Inc., an Ohio
corporation. The Place Apartments Borrower is a special purpose entity.
Security. The Place Apartments Loan is secured by a Mortgage, an Assignment of
Leases and Rents, UCC Financing Statements and certain additional security
documents. The Mortgage is a first lien on the fee interest in the Place
Apartments Property. The Place Apartments Loan is non-recourse, subject to
certain limited exceptions.
Payment Terms. The Place Apartments Loan has a fixed 7.150% Mortgage Rate, an
original term of 120 months and an original amortization of 360 months. The
Place Apartments Loan requires monthly principal and interest payments of
$58,760.39 until maturity, at which time all unpaid principal and accrued but
unpaid interest is due. The Place Apartments Loan accrues interest computed on
the basis of the actual number of days elapsed each month in a 360-day year.
Prepayment/Defeasance. No prepayment or defeasance is permitted prior to the
earlier of (a) July1, 2003, or (b) two years following the date of the
assignment of the Place Apartments Loan to a REMIC in connection with a
securitization. Thereafter, until March 1, 2009, any prepayment must be in the
form of a defeasance. Any such defeasance will include release of the Place
Apartments Property and the pledge of substitute collateral in the form of
direct, non-callable United States Treasury obligations providing for payments
prior, but as close as possible, to all scheduled Monthly Payment dates, and on
the Maturity Date. Each such payment must be equal to or greater than each
scheduled Monthly Payment during the loan term, and greater than the anticipated
balloon balance due on the Maturity Date. Additionally, a written confirmation
must be obtained from each applicable rating agency specifying that the
defeasance would not result in a downgrade, qualification or withdrawal of the
then current ratings assigned
T-40
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
<PAGE>
$658,587,000 (Approximate)
Commercial Mortgage Acceptance Corp.
Commercial Mortgage Pass-Through Certificates
Series 1999-C1
to any class of certificates. From and after March 1, 2009, the Place Apartments
Loan may be prepaid without the payment of any prepayment consideration.
Transfer of Properties or Interest in Borrower. Except as described below, the
lender will have the option to declare the Place Apartments Loan immediately due
and payable upon the transfer of the Place Apartments Property or any ownership
interest in the Place Apartments Borrower. The Place Apartments Borrower has a
one time right to transfer the Place Apartments Property to a qualifying single
asset transferee approved by the lender if (i) the proposed transferee
reasonably satisfies the lender that it possesses the ownership and managerial
experience and financial resources customarily required by the lender for
properties such as the Place Apartments Property, (ii) the proposed transferee
assumes the obligations of the Place Apartments Borrower, (iii) no event of
default then exists, and (iv) a 1% assumption fee has been received by the
lender. The Place Apartments Loan documents also allow transfers of membership
interest in the Place Apartments Borrower which: (a) do not amount, in the
aggregate, to a transfer of 49% or more of such membership interests to a third
party; (b) are the result of a death or physical or mental disability, or (c)
are to an immediate family member or trust for such a family member.
Escrow/Reserves. There is a tax reserve which requires deposits in an amount
sufficient to pay real estate taxes when due. Additionally, there is a
replacement reserve funded monthly at the rate of $4,485 per month.
Subordination/Other Debt. Secured subordinate indebtedness and encumbrances
are prohibited.
The Property. The Place Apartments Property is located at 4757 Barkley Circle,
Ft. Myers, Florida. It was constructed in two phases, beginning in 1985 and
concluding in 1987. It is a garden-style apartment complex consisting of 230
units contained in fifteen 2-story and two 5-story, walk-up/elevator serviced
buildings. The Place Apartments Property contains 64 one-bedroom units and 166
two-bedroom units. Amenities include laundry facilities, temperature controlled
swimming pools, spas, tennis, handball and basketball courts, vaulted ceilings,
water views, washer/dryer hookups and screened-in balconies.
Management. The Place Apartments is managed by A&M Properties, a
borrower-related entity that is 50% owned by one of the sponsors, Lawrence
Maxwell. A&M Properties currently manages 8,300 multifamily and mobile home
units.
T-41
- --------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for informational purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
or Private Placement Memorandum, as the case may be, prepared by the issuer
which could contain material information not contained herein and to which the
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded, amended and supplemented in its entirety
by such Prospectus or Private Placement Memorandum. Such Prospectus or Private
Placement Memorandum will contain all material information in respect of any
securities offered thereby and any decision to invest in such securities should
be made solely in reliance upon such Prospectus or Private Placement Memorandum.
Certain assumptions may have been made in this analysis which have resulted in
any returns detailed herein. No representation is made that any returns
indicated will be achieved. Changes to the assumptions may have a material
impact on any returns detailed. Morgan Stanley & Co. Incorporated, Deutsche Banc
Alex. Brown, CIBC World Markets Corp. and PNC Capital Markets (collectively the
"Underwriters") disclaim any and all liability relating to this information,
including without limitation any express or implied representations and
warranties for, statements contained in, and omissions from, this information.
Additional information is available upon request. The Underwriters and others
associated with them may have positions in, and may effect transactions in,
securities and instruments of issuers mentioned herein and may also perform or
seek to perform investment banking services for the issuers of such securities
and instruments. Past performance is not necessarily indicative of future
results. Price and availability are subject to change without notice. This
material may be filed with the Securities and Exchange Commission (the "SEC")
and incorporated by reference into an effective registration statement
previously filed with the SEC under Rule 415 of the Securities Act of 1933,
including in cases where the material does not pertain to securities that are
ultimately offered for sale pursuant to such registration statement. To Morgan
Stanley's readers worldwide: In addition, please note that this publication has
been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley
International Limited, a member of The Securities and Futures Authority, and by
Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the
advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International
or Morgan Stanley Japan Ltd. representative about the investments concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED
BY THE U.K. SECURITIES AND FUTURES AUTHORITY
- --------------------------------------------------------------------------------
