SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report: July 16, 1997
- -----------------------------
(Date of earliest event reported)
GS Mortgage Securities Corporation II
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-99774-02 22-3442024
- --------------------------------------------------------------------------------
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation
85 Broad Street, New York, N.Y. 10004
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 902-1000
<PAGE>
Item 5. Other Events.
Attached as Exhibit 1 to this Current Report are certain materials (the
"Collateral Term Sheets") furnished to the Registrant by Goldman, Sachs & Co.
(the "Underwriter"), the underwriter in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1997-GL I (the
"Certificates"). The Certificates will be offered pursuant to a Prospectus and
related Prospectus Supplement (together, the "Prospectus"), which will be filed
with the Commission pursuant to Rule 424 under the Securities Act of 1933, as
amended (the "Act"). The Certificates will be registered pursuant to the Act
under the Registrant's Registration Statement on Form S-3 (No. 333-27083) (the
"Registration Statement"). The Registrant hereby incorporates the Collateral
Term Sheets by reference in the Registration Statement.
The Collateral Term Sheets were prepared solely by the Underwriter, and the
Registrant did not prepare or participate in the preparation of the Collateral
Term Sheets.
Any statement or information contained in the Collateral Term Sheets shall
be modified and superseded for purposes of the Prospectus and the Registration
Statement by statements or information contained in the Prospectus.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 1. Collateral Term Sheets.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
GS MORTGAGE SECURITIES CORPORATION II
By: GS Mortgage Securities Corporation II
-------------------------------------
Name: s/ Sheridan Schechner
---------------------
Title: Managing Director
Date: July 16, 1997
<PAGE>
Exhibit Index
Item 601(a) of
Regulation S-K
Exhibit No. Exhibit No. Description Page
- ----------- ----------- ----------- ----
1 99 Collateral Term Sheets 5
EXHIBIT 1
Collateral Term Sheets
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
$977,098,976
GS Mortgage Securities Corporation II
Commercial Mortgage Pass-Through Certificates
Series 1997-GLI
<TABLE>
<CAPTION>
Number of Cut-Off Date Principal Cut-Off
Balance
-------------------------
Loan Name Properties Property Type ($000's) % by Balance Date LTV
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cadillac Fairview Pool 8 Retail $258,460 26.5% 62%
Century Plaza Towers 1 Office 229,369 23.5 50
AAPT (1) 48 Office, Ind. 125,149 12.8 52
380 Madison 1 Office 89,000 9.1 45
CAP Pool (2) 25 Office, Ind. 87,946 9.0 61
Whitehall Pool 11 Retail, Office, Ind. 72,228 7.4 44
Ritz Plaza 1 Multifamily 62,365 6.4 67
Montehiedra 1 Retail 52,580 5.4 57
--- -------- ----- --
Total/Weighted Average 96 $977,099(3) 100% (3) 54%
</TABLE>
- --------------
(1) "AAPT" is the Atlantic American Properties Trust Pool Loan.
(2) "CAP" is the Commonwealth Atlantic Pool.
(3) Balances may not sum to total due to rounding.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Cadillac Fairview Pool Loan
Loan Information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ------------
$260,000,000 $258,460,281
Origination Date: November 26, 1996
Interest Rate: 7.935%
Amortization: 30 years
Hyperamortization: After the ARD, interest rate
increases to 9.935% and all excess cash flow is used to
reduce outstanding principal balance; the additional 2%
interest is deferred until the principal balance is
zero.
Anticipated
Repayment Date
("ARD"): December 11, 2003
Maturity Date: November 26, 2026
The Borrower/ 7 separate special-purpose borrowing
Sponsor: entities controlled by the Cadillac
Fairview Corporation Limited, which
owns interests in approximately 89
properties in the U.S. & Canada.
Call Protection: Two-year prepayment lockout from the
date of the securitization with U.S.
Treasury defeasance thereafter until
the payment date prior to the ARD.
Cut-Off Date
Loan/NRSF: $95.92
Removal of Management may be terminated if (i)
Property Manager: DSCR falls below 1.32x (using a constant of 8.75%) and
NOI for the trailing 12 months is less than 75% of NOI
for the 12 months preceding 11/1/96; (ii) NOI for the
trailing 12 months is less than 60% of NOI for the 12
months preceding 11/1/96; (iii) any of the loans are
outstanding after the optional prepayment date; or (iv)
there exists an event of default and any of the loans
has been accelerated.
Up Front Free Rent: $2,233,850
Reserves (3): Capital Renovation: $3,943,103
Deferred Maintenance: $2,137,468
Leasing Reserve: $988,003
Ongoing Reserves: Leasing Reserve: $140,166/month
Cap Ex: $68,166/month
Collection Account: Hard Lockbox
Cross-
Collateralization/
Default: Yes
Partner Loans: None
Property Information
--------------------
Single
Asset/Portfolio: Portfolio
<PAGE>
Property
Type: Retail
Property Location by Allocated Loan Amount
[GRAPHIC OMITTED]
Occupancy: See Property Description Table
Year Built: See Property Description Table
The Collateral: 7 regional malls and one community center, encompassing
total GLA of 5,451,999 SF.
Anchors include Dillard's, JC Penney, Sears and AMC
Theaters
Property Management: General Growth Management, Inc.
1996 Net
Operating Income: $37,409,432
Underwritten Cash
Flow: $35,873,856
Appraised Value: $413,900,000
Appraised By: Cushman & Wakefield
Appraisal Date: November 20, 1996
Cut-Off Date LTV: 62%
DSCR (2): 1.56x
- ---------------
(1) August 11, 1997.
(2) Based on Underwritten Cash Flow.
(3) Amounts remaining in Up Front Reserve Accounts as of 6/18/97.
(4) Upon securitization, the amount remaining in the Free Rent Reserve will be
reduced to an amount equal to the free rent exposures outstanding.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Cadillac Fairview Pool Loan
<TABLE>
<CAPTION>
Property Description
- ----------------------------------------------------------------------------------------------------------------------------------
% of Mall Store
Total Owned Year Space Leased
Property Location GLA GLA Built/Renovated (as of 5/23/97)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Galleria at White Plains White Plains, NY 882,640 326,725 1980/1993 85%
Esplanade Shopping Mall Kenner, LA 909,465 411,925 1985-86 86
Northpark Mall Ridgeland, MS 958,183 311,458 1984 98
Dover Mall Dover, DE 671,741 418,261 1982 88
Golden East Crossing Mall Rocky Mount, NC 572,914 459,957 1986-87 83
Shannon Southpark Mall Union City, GA 770,571 276,505 1980/1986 78
North DeKalb Mall Decatur, GA 634,509 437,757 1965/1986 82
Dover Commons Dover, DE 51,976 51,976 1988 91
----------- ----------- --
Total 5,451,999 2,694,564 86%(1)
</TABLE>
<TABLE>
<CAPTION>
Cut-Off Date Mall Store
Allocated Loan Appraised Cut-Off Date Sales PSF Underwritten
Property Amount Value LTV (1996) Cash Flow DSCR (2)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Galleria at White Plains $ 68,690,790 $100,000,000 68.7% $352 $8,162,904 1.34x
Esplanade Shopping Mall 51,095,609 80,000,000 63.9 285 6,952,589 1.53
Northpark Mall 50,697,978 85,000,000 59.6 312 7,467,031 1.66
Dover Mall 33,003,390 55,500,000 59.5 277 4,659,925 1.59
Golden East Crossing Mall 21,869,716 38,000,000 57.6 276 3,550,472 1.83
Shannon Southpark Mall 20,875,638 35,500,000 58.8 219 2,912,517 1.57
North DeKalb Mall 9,940,780 15,900,000 62.5 245 1,795,192 2.03
Dover Commons 2,286,380 4,000,000 57.2 160 373,226 1.84
------------- ------------- ---- --- ------------ ----
Total $258,460,281 $413,900,000 62.4% $281 $35,873,856 1.56x
</TABLE>
<TABLE>
<CAPTION>
Lease Expiration Schedule -- Mall Stores Only
Year Ending Dec. 31 Expiring SF % of Total SF (3) Annualized Tenant Base Rent % of Total Base Rent(3)
- ----------------------- --------------------------- -------------------- -------------------------------- ------------------------
<C> <C> <C> <C> <C>
1997 147,119 7.2% $2,673,072 7.4%
1998 205,659 10.0 3,851,675 10.7
1999 123,714 6.0 2,481,647 6.9
2000 85,682 4.2 2,192,027 6.1
2001 106,187 5.2 2,214,187 6.1
2002 63,940 3.1 1,636,205 4.5
2003 179,284 8.8 3,922,151 10.9
2004 148,997 7.3 3,771,821 10.5
Thereafter 559,614 27.3 13,290,354 36.9
Vacant (1) 426,335 20.8 -- --
---------- ------- ----------- ------
Total 2,046,531 100.0% $36,033,139 100.0%
</TABLE>
- -------------
(1) Includes 6.8% temporary tenants.
(2) Based upon Underwritten Cash Flow.
(3) May not add to 100.0% due to rounding.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Cadillac Fairview Pool Loan
<TABLE>
<CAPTION>
Moody's
Parent Credit Rating of Anchor-Owned/
Mall Anchor Tenant Company (1) Parent Company (5) GLA Collateral Lease Expiry
- ------------------------- ------------------ ------------------- ------------------- ----------- ------------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Galleria of White JC Penney JC Penney A2 227,316 Collateral (6) 1/2011
Plains
Macy's Federated Baa2 328,599 Anchor Owned N.A.
-------
555,915
-------
Northpark Mall Dillard's Dillard's A2 150,000 Anchor Owned N.A.
Gayfer's Mercantile Stores A1 155,276 Anchor Owned N.A.
JC Penney JC Penney A2 136,449 Anchor Owned N.A.
McRae's Proffitts Ba2 205,000 Anchor Owned N.A.
-------
646,725
-------
Esplanade Shopping Mall Dillard's Dillard's A2 177,940 Anchor Owned N.A.
Dillard's Junior
D.S. Dillard's A2 46,600 Collateral 9/2011
Macy's Federated Baa2 235,518 Anchor Owned N.A.
Mervyn's Dayton Hudson Baa1 84,082 Anchor Owned N.A.
--------
544,140
--------
Dover Mall Boscov's Boscov's Not Rated 137,000 Anchor Owned N.A.
JC Penney JC Penney A2 116,480 Anchor Owned N.A.
Sears Sears A2 111,309 Collateral 8/2002
Strawbridge & May Dept.
Clothier Stores(2) A2 74,671 Collateral 8/2002
--------
439,460
--------
Golden East Crossing Belk Belk Not Rated 112,957 Anchor Owned N.A.
JC Penney JC Penney A2 81,729 Collateral 8/2006
Brody Brothers
Brody's Dry Goods Co. Not Rated 69,960 Collateral 7/2006
Sears Sears A2 89,564 Collateral 10/2007
--------
354,210
--------
Shannon Southpark Mall Macy's Federated Baa2 147,455 Anchor Owned N.A.
JC Penney JC Penney (3) A2 75,000 Anchor Owned N.A.
Sears Sears A2 150,031 Anchor Owned N.A.
Rich's Federated Baa2 121,580 Anchor Owned N.A.
-------
494,066
-------
North DeKalb Mall Rich's Federated Baa2 196,752 Anchor Owned N.A.
Upton's (4) American Retail
Group Not Rated 75,200 Collateral Pending
AMC Theaters AMC Inc. Ba3 63,395 Collateral 12/2016
Vacant Vacant N.A. 36,605 Collateral N.A.
---------
370,952
---------
</TABLE>
Loan Information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ----------------
$230,000,000 $229,369,451
Origination Date: April 9, 1997
Interest Rate: 8.039%
Amortization: 30 years
- ---------------
(1) In most cases where the parent company is not the named anchor, the parent
company is not the obligor under the applicable lease or operating
covenant.
(2) May Dept. Stores assumed lease of prior anchor and has informed Borrower of
its intention to open a Strawbridge & Clothier.
(3) JC Penney has entered into an Agreement to Purchase the space formerly
occupied by Mervyn's and has commenced construction.
(4) Upton's is in negotiations to lease the anchor space but, as of 7/10/97,
had not yet signed the lease.
(5) Reflects Moody's Investors Service's senior unsecured
long-term credit rating of parent company as of July 11, 1997.
(6) Fee interest in land subject to a ground lease.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Century Plaza Towers Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan Information
----------------
Hyperamortization: After the ARD, interest rate increases to 10.039% and
all excess cash flow is used to reduce outstanding
principal balance; the additional 2% interest is
deferred until principal balance is zero.
Anticipated Repayment
Date ("ARD"): April 9, 2007
Maturity Date: March 9, 2027
The Borrower/Sponsor: One Hundred Towers L.L.C., which
includes Morgan Guaranty as Trustee for its Commingled
Pension Fund Real Estate, and 2 separate accounts
established by Prudential, one on behalf of, indirectly,
employee benefit plans of AT&T and another an behalf of,
indirectly, employee benefit plans of General Motors.
Call Protection: Two year prepayment lockout from the
date of the securitization with U.S.
Treasury defeasance thereafter until
the second payment date prior to the
ARD.
Cut-Off Date
Loan/NRSF: $100.59
<PAGE>
Removal of Property May be terminated (i) upon the acceleration of the loan,
Manager: (ii) if outstanding balance is not repaid upon
anticipated repayment date or (iii) if for any trailing
12-month period, net cash flow less than 85% of net cash
flow for 12 months ending 5/1/97.
Up Front Reserves: Capital Expenditures: $7,165,045
Deferred Maintenance: $1,162,000
Parking Garage: $2,000,000
Ongoing Reserves: Letter of credit in lieu of TI/LCs Reserve Account:
Initial amount of $11,500,000
Collection Account: None; upon the occurrence of a "Triggering Event," a
hard lockbox is established.
Cross-
Collateralization/
Default: Not Applicable
Partner Loans: None currently; $40,000,000 permitted.
Property Information
--------------------
Single
Asset/Portfolio: Single Asset
Property
Type: Office
Location: 2029-2049 Century Park East
Los Angeles, CA
Occupancy: 90.5% (as of May 31, 1997)
Year Built: 1975
The Collateral: 2,280,199 net rentable square feet in two twin 44-story
office towers Six-story, subterranean 5,667-space
parking garage
Major Office Tenants
--------------------
NRSF Expiration
---- ----------
Johnson & Higgins of
California (3) 137,789 SF 3/31/09
Sidley & Austin 94,007 SF 1/31/04
HBO 77,904 SF 4/30/03
Barrister Executive Suites 76,242 SF 6/30/00
Kelco Realty Corp. 68,310 SF 12/31/04
Property Management: Tooley & Company
1996 Net Operating
Income: $34,247,963
Underwritten Cash
Flow: $35,718,416
Appraised Value: $460,000,000
Appraised By: Cushman & Wakefield
Appraisal Date: December 6, 1996
Cut-Off Date LTV: 50%
DSCR (2): 1.76x
- -----------------
(1) August 11, 1997.
(2) Based upon Underwritten Cash Flow.
(3) Johnson & Higgins of California has informed the Borrower that it desires
to vacate its space and is working with the Borrower to facilitate the
occupancy of its space with a subtenant or a replacement tenant.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Century Plaza Towers Loan
<TABLE>
<CAPTION>
Lease Expiration Schedule
Year Ending Dec. 31 Expiring SF % of Total SF (1) Annualized Tenant Base Rent % of Total Base Rent (1)
- -------------------------- ------------------- ----------------------- -------------------------------- --------------------------
<S> <C> <C> <C> <C>
1997 149,526 6.6% $ 4,038,426 6.6%
1998 193,049 8.5 5,241,351 8.6
1999 210,179 9.2 4,820,553 7.9
2000 197,742 8.7 4,883,931 8.0
2001 167,439 7.3 4,895,206 8.0
2002 107,411 4.7 2,868,214 4.7
2003 213,551 9.4 5,699,211 9.3
2004 311,897 13.7 8,596,476 14.1
2005 31,690 1.4 722,587 1.2
2006 76,253 3.3 1,672,932 2.7
Thereafter 405,305 17.8 8,758,658 14.3
Storage/Parking -- -- 8,916,902 14.6
Vacant 216,157 9.5 -- 0.0
---------- -------------- ---------- ------
Total 2,280,199 100.0 % $61,114,447 100.0%
- -------------------------- ------------------- ----------------------- -------------------------------- --------------------------
(1) May not add to 100.0% due to rounding.
</TABLE>
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet Atlantic American
Properties Trust ("AAPT") Pool Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ----------------
Fixed $ 75,284,000 $ 75,149,361
Floating A 30,000,000 30,000,000
Floating B 20,000,000 20,000,000
------------ ------------
Total $125,284,000 $125,149,361
Origination Date: June 30,1997
Interest Rate: Fixed: Fixed at 7.48%
Floating A: Floating at LIBOR + 93 bps
Floating B: Floating at LIBOR + 76 bps
Interest Rate Cap: Floating A & B: LIBOR strike at 8.70%
Amortization: Fixed: $4,184,000 fully amortized over 53-month term;
$71,100,000 amortized over 305-month term for first 84
months; 276 month schedule for the 36 months thereafter.
Floating A & B: Interest only for the first 84 months.
Hyperamortization: Fixed: After month 120
Floating A & B: After month 84
Anticipated
Repayment Date Fixed: July 11, 2007
("ARD"): Floating A & B: July 11, 2004
Maturity Date: July 11, 2027
The Borrower/ Four separate borrowing entities
Sponsor: sponsored by Lazard Freres Strategic
Realty Investors.
Call Protection: Fixed: Prepayment lockout until July 11, 2000 with U.S.
Treasury defeasance thereafter until July 11, 2007.
Floating A & B: 3% penalty in year 1, 2% penalty in year
2, 1% penalty in year 3 and nothing thereafter.
Cut-Off Date
Loan/NRSF: $43.21
Removal of No management kickout prior to event of default. Cash
Property Manager: flow in excess of debt service is escrowed if trailing
twelve months' NOI is less than $18,000,000.
Up Front Reserves: Unpaid TI/Leasing Commissions:
$1,345,955
Deferred Maintenance: $1,200,000 (2)
TI/Leasing Commissions: $6,264,200
Ongoing Reserves: TI/Leasing Commissions: Must maintain minimum balanceof
$6,264,200
Capital Reserve: $612,413 per year
Collection Account: Sweep Account
Cross-
Collateralization/
Default: Yes
Partner Loans: $32,967,000 and $333,000 are both issued to affiliates
of AAPT and are secured by partnership liens.
Property information
--------------------
Single Asset/
Portfolio: Portfolio
Property
Type: Office, Flex, Industrial, and Land
Property Location by Allocated Loan Amount
[GRAPHIC OMITTED]
Occupancy: See Property Description Table
Year Built: See Property Description Table
The Collateral: 37 office & flex, 9 industrial, and 2
land properties
Property Management: Atlantic American Properties
Management, Inc., Milby & Associates,
and Highwoods
1996 Net Operating
Income: $23,983,876
Underwritten Cash
Flow: $18,691,677
Appraised Value: $239,025,000
Appraised By: Cushman & Wakefield
Appraisal Date: July 1997
Cut-Off Date LTV: 52%
DSCR (3): 1.75x
- -------------------
(1) August 11, 1997.
(2) Subject to revision prior to closing of securitization.
(3) Based upon Underwritten Cash Flow and an initial (and current) LIBOR of
5.6875%.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet Atlantic American
Properties Trust ("AAPT") Pool Loan
<TABLE>
<CAPTION>
Property Description
- ------------------------------------------------------------------------------------------------------------------------------------
Property Location Total RSF Year Built Occupancy (as of June 1, 1997)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Maschellmac I King of Prussia, PA 77,025 1982 92%
Maschellmac II King of Prussia, PA 74,556 1984 100
Maschellmac III King of Prussia, PA 75,488 1985 100
Maschellmac IV King of Prussia, PA 83,855 1986 93
1760 Market Street Philadelphia, PA 122,893 1981 98
7450 Tilghman Street Allentown, PA 100,000 1986 100
7535 Windsor Drive Allentown, PA 135,219 1986 93
7150 Windsor Drive Allentown, PA 49,420 1989 100
7010 Snowdrift Road Allentown, PA 33,029 1991 85
Masons Mill Building 1 Bryn Athyn, PA 17,415 1978-1982 90
Masons Mill Building 2 Bryn Athyn, PA 12,000 1978-1982 90
Masons Mill Building 3 Bryn Athyn, PA 12,000 1978-1982 90
Masons Mill Building 4 Bryn Athyn, PA 11,880 1978-1982 90
Masons Mill Building 5 Bryn Athyn, PA 16,060 1978-1982 90
Masons Mill Building 6 Bryn Athyn, PA 16,000 1978-1982 90
Masons Mill Building 7 Bryn Athyn, PA 16,365 1978-1982 90
Masons Mill Building 8 Bryn Athyn, PA 18,000 1978-1982 90
Masons Mill Building 9 Bryn Athyn, PA 12,000 1978-1982 90
Masons Mill Building 10 Bryn Athyn, PA 18,039 1978-1982 90
Masons Mill Building 11 Bryn Athyn, PA 12,000 1978-1982 90
Masons Mill Building 12 Bryn Athyn, PA 17,994 1978-1982 90
Masons Mill Building 13 Bryn Athyn, PA 14,000 1978-1982 90
Masons Mill Building 14 Bryn Athyn, PA 18,080 1978-1982 90
304 Harper Drive Moorestown, NJ 29,537 1975 91
305 Harper Drive Moorestown, NJ 14,980 1979 100
303 Fellowship Drive Mount Laurel, NJ 53,208 1979 94
305 Fellowship Drive Mount Laurel, NJ 55,649 1980 95
307 Fellowship Drive Mount Laurel, NJ 54,169 1981 83
309 Fellowship Drive Mount Laurel, NJ 55,351 1982 95
700 East Gate Drive Mount Laurel, NJ 118,071 1984 100
701 East Gate Drive Mount Laurel, NJ 61,801 1986 100
815 East Gate Drive Mount Laurel, NJ 25,500 1986 87
817 East Gate Drive Mount Laurel, NJ 25,351 1986 100
Main Street Center Richmond, VA 430,428 1987 89
Westpark 1 Durham, NC 56,601 1985 100
EM Venture 2 Bristol, PA 22,500 1984 100
EM Venture 1 Bristol, PA 60,000 1980 100
7020 Snowdrift Road Allentown, PA 41,390 1975 100
6845 Snowdrift Road Allentown, PA 93,000 1975 100
6755 Snowdrift Drive Allentown, PA 125,000 1988 100
6810 Tilghman Street Allentown, PA 54,844 1975 100
6690 Grant Way Allentown, PA 88,000 1981 100
6670 Grant Way Allentown, PA 72,885 1979 100
7055 Ambassador Drive Allentown, PA 153,600 1991 100
50 East Swedesford Road Frazer, PA 109,800 1986 100
52 Swedesford Square Frazer, PA 131,017 1988 100
Iron Run Land Allentown, PA N/A N/A N/A
East Gate Land Mount Laurel, NJ N/A N/A N/A
------------ ---
Total 2,896,000 96%
</TABLE>
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet Atlantic American
Properties Trust ("AAPT") Pool Loan
<TABLE>
<CAPTION>
Property Description
- ------------------------------------------------------------------------------------------------------------------------------------
Cut-Off Date
Allocated Loan Appraised Underwritten
Property Amount Value Cut-Off Date LTV Cash Flow DSCR (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Maschellmac I $4,494,177 $ 8,900,000 50.5% $435,687 1.22x
Maschellmac II 5,742,979 11,000,000 52.2 509,824 1.12
Maschellmac III 5,883,536 11,300,000 52.1 540,833 1.16
Maschellmac IV 4,618,076 10,400,000 44.4 555,316 1.52
1760 Market Street 2,532,488 8,500,000 29.8 494,753 2.47
7450 Tilghman Street 4,173,741 6,725,000 62.1 715,903 2.16
7535 Windsor Drive 8,045,450 11,500,000 70.0 808,100 1.27
7150 Windsor Drive 2,135,036 3,750,000 56.9 270,674 1.60
7010 Snowdrift Road 1,309,488 2,300,000 56.9 183,748 1.77
Masons Mill Building 1 448,245 1,167,517 38.4 94,218 2.65
Masons Mill Building 2 308,868 804,491 38.4 64,922 2.65
Masons Mill Building 3 308,868 804,491 38.4 64,922 2.65
Masons Mill Building 4 305,780 796,446 38.4 64,273 2.65
Masons Mill Building 5 413,369 1,076,677 38.4 86,888 2.65
Masons Mill Building 6 413,369 1,076,677 38.4 86,888 2.65
Masons Mill Building 7 421,219 1,097,124 38.4 88,538 2.65
Masons Mill Building 8 463,302 1,206,736 38.4 97,383 2.65
Masons Mill Building 9 308,868 804,491 38.4 64,922 2.65
Masons Mill Building 10 464,255 1,209,217 38.4 97,583 2.65
Masons Mill Building 11 308,868 804,491 38.4 64,922 2.65
Masons Mill Building 12 463,148 1,206,333 38.4 97,351 2.65
Masons Mill Building 13 360,346 938,573 38.4 75,743 2.65
Masons Mill Building 14 463,302 1,206,736 38.4 97,383 2.65
304 Harper Drive 760,479 1,850,000 41.1 79,673 1.32
305 Harper Drive 512,409 900,000 56.9 63,162 1.56
303 Fellowship Drive 2,448,174 4,300,000 56.9 325,331 1.68
305 Fellowship Drive 2,903,648 5,100,000 56.9 374,913 1.63
307 Fellowship Drive 2,448,174 4,300,000 56.9 355,633 1.83
309 Fellowship Drive 2,562,043 4,500,000 56.9 366,430 1.80
700 East Gate Drive 6,376,639 11,200,000 56.9 733,811 1.45
701 East Gate Drive 3,871,531 6,800,000 56.9 560,211 1.83
815 East Gate Drive 953,649 1,675,000 56.9 135,748 1.80
817 East Gate Drive 910,948 1,600,000 56.9 137,656 1.91
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Based upon Underwritten Cash Flow and an initial (and current) LIBOR of
5.6875%.
</TABLE>
(Continued on Next Page)
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet Atlantic American
Properties Trust ("AAPT") Pool Loan
<TABLE>
<CAPTION>
Property Description (continued)
- ------------------------------------------------------------------------------------------------------------------------------------
Cut-Off Date
Allocated Loan Appraised Underwritten
Property Amount Value Cut-Off Date LTV Cash Flow DSCR (1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Main Street Center $18,473,683 $ 32,400,000 57.0% $5,003,801 2.22x
Westpark 1 2,962,325 5,200,000 57.0 430,609 1.83
EM Venture 2 712,097 1,250,000 57.0 91,381 1.62
EM Venture 1 897,243 1,575,000 57.0 129,462 1.82
7020 Snowdrift Road 783,307 1,375,000 57.0 115,945 1.87
6845 Snowdrift Road 2,022,356 3,550,000 57.0 307,923 1.92
6755 Snowdrift Road 2,506,583 4,700,000 53.3 385,741 1.94
6810 Tilghman Street 1,025,420 2,075,000 49.4 141,011 1.74
6690 Grant Way 1,965,389 3,450,000 57.0 321,912 2.07
6670 Grant Way 1,623,582 2,850,000 57.0 281,742 2.19
7055 Ambassador Drive 3,361,099 5,900,000 57.0 522,488 1.96
50 East Swedesford Road 9,376,197 17,000,000 55.2 1,251,404 1.68
52 Swedesford Square 10,026,330 17,600,000 57.0 1,222,297 1.54
Iron Run Land 739,582 4,200,000 17.6 (100,720) (1.72)
East Gate Land 539,695 5,100,000 10.6 (206,661) (4.83)
-------------- ------------- ---- ----------- -----
Total $125,149,361 $239,025,000 52.4% $18,691,677 1.75x
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Based upon Underwritten Cash Flow and an initial (and current) LIBOR of
5.6875%.
</TABLE>
<TABLE>
<CAPTION>
Lease Expiration Schedule - Total Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ending Dec. 31 Expiring SF % of Total SF Annualized Tenant Base Rent % of Total Base Rent
- --------------------------- ------------------------ ---------------------- ------------------------------ -----------------------
<S> <C> <C> <C> <C>
1997 618,905 21.4% $ 5,282,718 15.5%
1998 491,206 17.0 7,042,032 20.7
1999 450,432 15.6 5,718,824 16.8
2000 407,925 14.1 4,719,941 13.9
2001 318,922 11.0 3,898,889 11.4
2002 185,893 6.4 2,772,438 8.1
2003 65,906 2.3 955,214 2.8
2004 22,384 0.8 333,146 1.0
2005 150,210 5.2 2,271,294 6.7
2006 62,720 2.2 1,092,566 3.2
Vacant 121,497 4.2 -- 0.0
---------- ------ ---------------- ------
Total 2,896,000 100.0% $34,087,062 100.0%
- --------------------------- ------------------------ ---------------------- ------------------------------ -----------------------
</TABLE>
Loan information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ------------
$89,000,000 $89,000,000
Origination Date: July 1, 1997
Interest Date: 7.848%
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
380 Madison Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan Information
----------------
Amortization: First 5 years interest only
30 years thereafter
Hyperamortization: Not Applicable
Anticipated
Repayment Date
("ARD"): Not Applicable
Maturity Date: July 11, 2014
The Borrower/ ComMet, Inc. is a Maryland corporation whose principal
Sponsor: shareholders are the Comptroller of the State of New
York as Trustee of the Common Retirement Fund and
Stichting Bedrijfspensioen fonds voor de
Metaalnijverheid.
Call Protection: Two-year prepayment lockout from the date of
securitization with U.S. Treasury defeasance thereafter
until two payment dates prior to the maturity date.
Cut-Off Date Loan/
NRSF: $99.15
Removal of
Property Manager: (2)
Up Front Reserves: None
Ongoing Reserves: (2)
Collection Account: None; upon the occurrence of a "Trigger Event" or
certain events of default, a hard lockbox is
established.
Cross-
Collateralization/
Default: Not Applicable
Partner Loans: None
Property Information
--------------------
Single
Asset/Portfolio: Single Asset
Property Type: Office
Location: 380 Madison Avenue
New York, NY
Occupancy: 86% (as of June 23, 1997)
Year
Built/Renovated: 1952/1990
The Collateral: Fee interest subject to a master lease in 897,602 net
rentable square feet comprised of:
Office Space: 769,365 NRSF
Retail Space: 49,354 NRSF
Storage Space: 34,431 NRSF
Garage Space: 44,452 NRSF
(150 spaces)
The building is master leased for a term which expires
1/26/2014 to Spartan Madison Corp. The master lease is
fully net and is subordinate to the mortgage; rent
payments are made in advance, in equal monthly
installments, according to the following schedule:
Period Annual Rent
------------------- -------------------
1/27/94-1/26/99 $16.0 million
1/27/99-1/26/04 17.6 million
1/27/04-1/26/09 19.1 million
1/27/09-1/26/14 22.0 million
------------------- -------------------
Major Office Tenants
--------------------------------------
NRSF Expiration
---- ----------
Chase Manhattan Bank 278,177 SF 9/30/02
Sprint Comm. Co. 70,000 SF 12/31/01
LDDS World Com 60,710 SF 8/31/08
------------------- ------------------
Property
Management: HRO International LTD
1996 Net
Operating Income: $16,000,000 (master lease payment)
Underwritten Cash
Flow: $16,000,000
Appraised Value: $197,000,000
Appraised By: Koeppel Tener Real Estate Services,
Inc.
Appraisal Date: June 23, 1997
Cut-Off Date LTV: 45%
DSCR (3): 2.26x
- -------------------
(1) August 11, 1997.
(2) Apply upon "Triggering Event" only.
(3) Based upon Underwritten Cash Flow and the debt service during the intital
interest-only period.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Commonwealth Atlantic Properties ("CAP") Pool Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ------------
$88,000,000 $87,946,446
Origination Date: June 30, 1997
Interest Rate: 7.48%
Amortization: 30 years
Hyperamortization: After the ARD, interest rate increases to 9.48% and all
excess cash flow is used to reduce outstanding principal
balance; the additional 2% interest is deferred until
principal balance is zero.
Anticipated
Repayment Date
("ARD"): July 11, 2007
Maturity Date: July 11, 2027
The Borrower/ Commonwealth Atlantic Operating
Sponsor: Properties Inc. sponsored by Lazard
Freres Strategic Realty Investors.
Call Protection: Prepayment lockout until July 11, 2000
with U.S. Treasury defeasance
thereafter until July 11, 2007.
Cut-Off Date
Loan/NRSF: $51.73
<PAGE>
Removal of Property No management kickout prior to event of default. Cash
Manager: flow in excess of debt service is escrowed if trailing
twelve months' NOI falls below $11,000,000.
Up Front Reserves: Unpaid TI/Leasing Commissions:
$1,550,576
Deferred Maintenance: $291,200 (2)
TI/Leasing Commissions: $4,900,000
Ongoing Reserves: TI/Leasing Commissions: Must maintain
minimum balance of $4,400,000
Capital Reserves: $301,286 per year
Collection Account: Sweep Account
Cross-
Collateralization/
Default: Yes
Partner Loans: $25,200,000 issued to Commonwealth
Atlantic Holding I Inc. is secured by
a partnership lien.
Property information
--------------------
Single Asset/
Portfolio: Portfolio
Property
Type: Office, Flex, Industrial, and
Research & Development
Location: Metropolitan Richmond and Northern
Virginia
Occupancy: See Property Description Table
Year Built: See Property Description Table
The Collateral: 20 office & flex properties and 5
industrial & research & development
facilities
Property Management: Morton G. Thalhimer, Childress Klein,
Barnes Morris, Savage Fogarty,
Manekin Corporation, CB Commercial
1996 Net Operating
Income: $13,493,179
Underwritten Cash
Flow: $11,867,823
Appraised Value: $144,750,000
Appraised By: Cushman & Wakefield
Appraisal Date: June 1997
Cut-Off Date LTV: 61%
DSCR (3): 1.59x
- ----------------------
(1) August 11, 1997.
(2) Subject to revisions prior to closing of securitization.
(3) Based upon Underwritten Cash Flow.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Commonwealth Atlantic Properties ("CAP") Pool Loan
<TABLE>
<CAPTION>
Property Description
- ------------------------------------------------------------------------------------------------------------------------------------
Total Year Occupancy
Property Location RSF Built/Renovated (as of June 1, 1997)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Arboretum VI Richmond, VA 73,195 1991 92%
Arboretum VII Richmond, VA 30,791 1991 96
Lakebrooke Pointe Richmond, VA 61,632 1996 100
Commerce Center Richmond, VA 56,076 1980 100
Dabney I Richmond, VA 33,600 1982 100
Dabney II Richmond, VA 42,000 1983 90
Dabney III Richmond, VA 23,850 1984 100
Dabney IV Richmond, VA 41,550 1985 100
Dabney V Richmond, VA 45,353 1985 100
Dabney VI Richmond, VA 50,400 1986 100
Dabney VII Richmond, VA 33,419 1987 100
Dabney VIII Richmond, VA 29,700 1988 100
Dabney IX Richmond, VA 30,263 1989 86
Dabney X Richmond, VA 85,844 1989 100
Dabney XI Richmond, VA 45,250 1994 100
Dabney A-1 Richmond, VA 15,389 1984 100
Dabney A-2 Richmond, VA 33,050 1993 100
Morton Marks Richmond, VA 45,000 1962/1985 100
2110 Tomlyn Street Richmond, VA 15,910 1965 100
Brittons Hill Richmond, VA 132,103 1987 100
Westmoreland Plaza Richmond, VA 121,815 1975/1993 100
Plaza 1900 McLean, VA 203,084 1989 100
Campus Point Reston, VA 172,448 1985 100
Oakwood Center Fairfax, VA 127,569 1982 100
Greenwood Center Fairfax, VA 150,961 1985 89
--------- ----
Total 1,700,252 98%
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Commonwealth Atlantic Properties ("CAP") Pool Loan
<TABLE>
<CAPTION>
Cut-Off Date
Allocated Loan Appraised Cut-Off Date Underwritten
Property Amount Value LTV Cash Flow DSCR (1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arboretum VI $ 4,156,316 $ 7,000,000 59.4% $ 580,027 1.65x
Arboretum VII 1,187,519 2,000,000 59.4 227,974 2.27
Lakebrooke Pointe 4,037,564 6,800,000 59.4 581,230 1.70
Commerce Center 3,384,429 5,700,000 59.4 403,606 1.41
Dabney I 712,511 1,200,000 59.4 117,421 1.95
Dabney II 831,263 1,400,000 59.4 130,001 1.85
Dabney III 534,384 900,000 59.4 82,699 1.83
Dabney IV 890,639 1,500,000 59.4 140,376 1.86
Dabney V 1,128,143 1,900,000 59.4 176,920 1.85
Dabney VI 1,128,143 1,900,000 59.4 179,765 1.88
Dabney VII 950,015 1,600,000 59.4 160,081 1.99
Dabney VIII 712,511 1,200,000 59.4 116,866 1.94
Dabney IX 771,887 1,300,000 59.4 151,243 2.31
Dabney X 2,434,414 4,100,000 59.4 383,330 1.86
Dabney XI 1,306,271 2,300,000 56.8 192,018 1.74
Dabney A-1 231,138 1,200,000 19.3 83,083 4.25
Dabney A-2 1,317,460 2,600,000 50.7 174,817 1.57
Morton Marks 890,639 1,500,000 59.4 119,777 1.59
2110 Tomlyn Street 326,568 550,000 59.4 56,546 2.05
Brittons Hill 2,671,918 4,500,000 59.4 414,078 1.83
Westmoreland Plaza 2,909,421 5,200,000 56.0 410,166 1.67
Plaza 1900 18,665,681 32,500,000 57.4 2,918,932 1.85
Campus Point 15,135,783 23,300,000 65.0 1,875,443 1.46
Oakwood Center 9,549,185 13,800,000 69.2 862,080 1.07
Greenwood Center 12,082,642 18,800,000 64.3 1,329,344 1.30
---------- ------------ ---- --------- ----
Total $87,946,446 $144,750,000 60.8% $11,867,823 1.59x
- ----------------------------------------------------------------------------------------------------------------------------------
(1) Based upon Underwritten Cash Flow.
</TABLE>
<TABLE>
<CAPTION>
Year Ending Dec. 31 Expiring SF % of Total SF Annualized Tenant Base Rent % of Total Base Rent
- ----------------------- ------------------------ ------------------- --------------------------------- ---------------------------
<S> <C> <C> <C> <C>
1997 83,030 4.9% $ 842,481 4.7%
1998 211,887 12.5 1,152,472 6.5
1999 203,500 12.0 1,247,175 7.0
2000 151,986 8.9 1,086,743 6.1
2001 307,876 18.1 3,296,968 18.6
2002 56,235 3.3 406,108 2.3
2003 131,363 7.7 1,179,906 6.6
2004 146,310 8.6 1,729,133 9.7
2005 17,574 1.0 261,213 1.5
2006 76,738 4.5 1,345,328 7.6
Thereafter 281,232 16.5 5,213,803 29.4
Vacant 32,521 1.9 -- 0.0
----------- ------- ---------------- -------
Total 1,700,252 100.0% $17,761,330 100.0%
- ----------------------- ------------------------ ------------------- --------------------------------- ---------------------------
</TABLE>
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Whitehall Pool Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ------------
$73,000,000 $72,228,349
Origination Date: August 26, 1996
Interest Rate: 8.68%
Amortization: 25 years
Hyperamortization: Not Applicable
Anticipated
Repayment Date
("ARD"): Not Applicable
Maturity Date: September 10, 2000
The Borrower/ WMP II Real Estate Limited
Sponsor: Partnership, a special-purpose
Delaware limited partnership
which is controlled by
Whitehall Street Real Estate
Limited Partnership III.
Call Protection: Two-year prepayment lockout from the
date of the securitization with U.S.
Treasury defeasance thereafter.
Cut-Off Date Loan/
NRSF: $37.06
Removal of Management of any property may be terminated:
Property Manager: (i) upon the occurrence of an event of default, or (ii)
if as of the last day of any calendar quarter DSCR is
less than 1.25 and the NOI for an individual property
is less than 80% of the NOI for such property as of the
closing date of the loan.
Up Front Reserves: Deferred Maintenance: $794,613
TI/Leasing Commissions: $4,100,000
Ongoing Reserves: Cap Ex: $.21 psf/year
TI/Leasing Commissions: Must maintain
minimum balance of $4,100,000
Collection Account: Sweep Account
Cross-
Collateralization/
Default: Yes
Partner Loans: $56,000,000 note is secured by partnership liens and
guaranteed by Whitehall III and Whitehall Street Real
Estate Limited Partnership IV.
Property information
--------------------
Single Asset/
Portfolio: Portfolio
Property Type: Office, Retail, Industrial
Property Location by Allocated Loan Amount
[GRAPHIC OMITTED]
Occupancy: See Property Description Table
Year Built: See Property Description Table
The Collateral: 7 office, 2 retail, and 2 industrial
properties
Property Colliers Turley Martin, Galbreath
Management: Co., Insignia-O'Donnell Commercial
Group, Lincoln Property Co., Trammell
Crow NE, Inc., Transwestern Property
Co., Westfield Co.
1996 Net Operating
Income: $15,900,553
Underwritten
Cash Flow: $12,617,278
Appraised Value: $165,150,000
Appraised By: Cushman & Wakefield
Appraisal Date: July, August 1996
Cut-Off Date LTV: 44%
DSCR (2): 1.74x
- ------------------------------
(1) August 11, 1997.
(2) Based on Underwritten Cash Flow.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Whitehall Pool Loan
<TABLE>
<CAPTION>
Property Description
Net Year Occupancy
Property Property Type Location Rentable SF Built/Renovated (as of May 20, 1997)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
City Center Office Kansas City, MO 639,586 1978/1992 89%
Bennett Park Office Santa Clara, CA 227,699 1983 89
1511-1515 Third Avenue Retail New York, NY 55,000 1917/1990 100
The Sun Buildings Industrial Milpitas, CA 231,840 1980/1988 100
North Ranch Plaza Retail Thousand Oaks, CA 69,394 1991 88
Stevens Creek Office Cupertino, CA 77,762 1984 98
Hookston Square Office Pleasant Hill, CA 192,042 1984 95
San Valente Building Industrial Santa Clara, CA 104,540 1979/1992 100
One Montvale Avenue Office Stoneham, MA 100,420 1890/1987 99
One Northwest Centre Office Houston, TX 150,465 1983 85
Downtown Plaza Office Long Beach, CA 100,146 1982/1996 88
---------- ----
Total 1,948,894 92%
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Cut-Off Date
Allocated Loan Appraised Underwritten
Property Amount Value Cut-Off Date LTV Cash Flow DSCR(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
City Center $19,185,037 $ 36,000,000 53.3% $ 3,017,421 1.57x
Bennett Park 11,507,064 27,100,000 42.5 2,073,616 1.80
1511-1515 Third Avenue 7,519,663 16,000,000 47.0 1,431,051 1.90
The Sun Buildings 7,489,981 16,950,000 44.2 1,317,010 1.76
North Ranch Plaza 5,669,431 10,500,000 54.0 873,687 1.54
Stevens Creek 5,649,643 12,800,000 44.1 983,542 1.74
Hookston Square 5,273,659 14,000,000 37.7 1,129,765 2.14
San Valente Building 4,650,319 9,700,000 47.9 540,803 1.16
One Montvale Avenue 2,117,379 8,000,000 26.5 449,899 2.12
One Northwest Centre 1,721,606 6,100,000 28.2 483,992 2.81
Downtown Plaza 1,444,567 8,000,000 18.1 316,492 2.19
----------- ------------- ----- ------------ ----
Total $72,228,349 $165,150,000 43.7 % $12,617,278 1.74x
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Lease Expiration Schedule - Total Portfolio
- ------------------------------------------------------------------------------------------------------------------------------------
Year Ending Dec. 31 Expiring SF % of Total SF Annualized Tenant Base Rent % of Total Base Rent
- -------------------------- ------------------- ----------------------- -------------------------------- ----------------------------
<S> <C> <C> <C> <C>
1997 141,333 7.3% $ 2,103,699 8.2%
1998 363,750 18.7 4,376,430 17.0
1999 155,828 8.0 2,361,366 9.2
2000 483,421 24.8 5,946,857 23.1
2001 182,263 9.4 2,810,173 10.9
2002 102,211 5.2 1,694,873 6.6
2003 138,518 7.1 2,070,097 8.0
2004 126,442 6.5 1,778,589 6.9
2005 16,899 0.9 253,310 1.0
2006 24,394 1.3 344,459 1.3
Thereafter 61,970 3.2 2,031,000 7.9
Vacant 151,865 7.8 -- 0.0
---------- ------ -------------- -------
Total 1,948,894 100.0% (2) $25,770,853 100.0% (2)
- -------------------------- ------------------- ----------------------- -------------------------------- --------------------------
(1) Based upon Underwritten Cash Flow.
(2) May not add to 100.0% due to rounding.
</TABLE>
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Ritz Plaza Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ------------
$62,500,000 $62,365,309
Origination Date: April 25, 1997
Interest Rate: 8.135%
Amortization: 30 years
Hyperamortization: After the ARD, interest rate increases to 10.135% and
all excess cash flow is used to reduce outstanding
principal balance; the additional 2% interest is
deferred until the principal balance is zero.
Anticipated Repayment
Date ("ARD"): April 11, 2007
Maturity Date: April 24, 2027
The Borrower/Sponsor: CS Ritz Holdings, L.P., is a special-purpose Delaware
limited partnership. The institutional limited partner
is Cadim Holdings, which is owned by a Quebec public
employees' retirement fund manager. The other limited
partner is an entity controlled by three individuals.
Call Protection: Two-year prepayment lockout from the
date of the securitization with U.S.
Treasury defeasance thereafter until
the ARD.
Cut-Off Date
Loan/Unit: $130,199
Removal of Property No management kickout prior to event
Manager: of default. Alternatively, cash flow
in excess of debt service is escrowed
if net cash flow falls below
$6,400,000.
Up Front Reserves: Cap Ex: $15,967
Ongoing Reserves: Cap Ex: $400/unit/year
Collection Account: No lockbox provided there is no event of default. The
borrower's operating account is swept by lender starting
the 6th of the month until debt service and reserves are
paid. One month debt service, tax, and insurance
reserved at closing.
Cross-
Collateralization/
Default: Not Applicable
Partner Loans: None
Property Information
--------------------
Single Asset/
Portfolio: Single Asset
Property Type: Highrise Multifamily
Location: 235-237 W. 48th Street
New York, NY
Occupancy: Residential: 99% (as of June 17, 1997)
Commercial: 100% (as of June 17, 1997)
Year Built: 1990
The Collateral: 40-story, 479-unit multifamily
building in New York City
Residential: 341,261 NRSF
Commercial: 25,432 NRSF
Parking: 158 spaces
Property Management:
Knightsbridge Management, L.P.
1996 Net
Operating Income: $6,868,898
Underwritten
Cash Flow: $7,573,130
Appraised Value: $92,500,000
Appraised By: Koeppel Tener Real Estate Services,
Inc.
Appraisal Date: March 31, 1997
Cut-Off Date LTV: 67%
DSCR (2): 1.34x
- -----------------------
(1) August 11, 1997.
(2) Based upon Underwritten Cash Flow.
<PAGE>
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Montehiedra Loan
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do no represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may not
pertain to any securities that will actually be sold. The information contained
in this material may be based on assumptions regarding market conditions and
other matters as reflected therein. We make no representations regarding the
reasonableness of such assumptions or the likelihood that any of such
assumptions will coincide with actual market conditions or events, and this
material should not be relied upon for such purposes. We and our affiliates,
officers, directors, partners and employees, including persons involved in the
preparation or issuance of this material may, from time to time, have long or
short positions in, and buy or sell, the securities mentioned herein or
derivatives thereof (including options). 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. Information contained in this material is current
as of the date appearing on this material only. Information in this material
regarding the securities and the assets backing any securities discussed herein
supersedes all prior information regarding such securities and assets. Any
information in the material, whether regarding the assets backing any securities
discussed herein or otherwise, will be superseded by the information included in
the final prospectus for any securities actually sold to you.
This material is furnished to you solely by Goldman, Sachs & Co. and not by the
issuer of the securities or any of its affiliates. Goldman, Sachs & Co. is
acting as underwriter and not acting as agent for the issuer or its affiliates
in connection with the proposed transaction. The issuer has not prepared or
taken part in the preparation of these materials.
Loan Information
----------------
Principal Balance: Original Cut-Off Date (1)
-------- ----------------
$52,700,000 $52,579,779
Origination Date: April 18, 1997
Interest Rate: 8.23%
Amortization: 30 years
Hyperamortization: After the ARD, interest rate increases to 10.23% and all
excess cash flow is used to reduce outstanding principal
balance; the additional 2% interest is deferred until
the principal balance is zero.
Anticipated
Repayment Date
("ARD"): May 11, 2007
Maturity Date: May 11, 2027
The Borrower/ Vornado Montehiedra Acquisitions L.P., a special-purpose
Sponsor: Delaware Limited Partnership, 100% owned by subsidiaries
of Vornado Realty Trust, a publicly-traded REIT.
Call Protection: Two-year prepayment lockout from the date of the
securitization with U.S. Treasury defeasance thereafter,
until the payment date prior to the ARD. Cut-Off Date
Loan/NRSF: $100.08
Removal of May be terminated (i) upon the acceleration of the
Property Manager: Montehiedra loan, (ii) upon the Anticipated Repayment
Date, or (iii) if, for any trailing 12-month period, the
net cash flow falls below 85% of the net cash flow for
the 12-month period ending 12/31/96.
Up Front Reserves: Deferred Maintenance: $115,000
Ongoing Reserves: Cap Ex: $.15 psf/year
TI/Leasing Commissions:
5/11/97 - 5/11/00: $.10psf/year
6/11/00 - Full repayment: $.23
psf/year
Collection Account: Hard Lockbox
Cross-
Collateralization/
Default: Not Applicable
Partner Loans: $9,800,000 note and $500,000 note are secured by
partnership liens and are guaranteed by Vornado Realty
L.P..
Property Information
--------------------
Single Asset/
Portfolio: Single Asset
Property Type: Retail
Location: Montehiedra Avenue and State Road 52
Rio Piedras
San Juan, Puerto Rico
Occupancy: 99% (as of May 1, 1997)
Year Built: 1994
The Collateral: 525,378 SF anchored retail center with three additional
free standing buildings located in the Rio Piedras
sector of San Juan, Puerto Rico.
Anchored by Kmart, Builder's Square (2), Marshall's,
Caribbean Theater. 1996 Mall Store Sales per SF was
$376.14
Major Retail Tenants
-----------------------------
NRSF Expiration
---------- ----------
Kmart 135,333 SF 4/30/22
Builder's Square (2) 110,241 SF 4/30/22
Caribbean Theater 50,000 SF 6/30/21
Marshall's 29,776 SF 1/31/10
Property Management: Manley-Berenson Associates, Inc.
1996 Net Operating
Income: $7,763,283
Underwritten Cash
Flow: $8,091,213
Appraised Value: $92,000,000
Appraised By: Cushman & Wakefield
Appraisal Date: January 1, 1997
Cut-Off Date LTV: 57%
DSCR (3): 1.69x
- ---------------------
(1) August 11, 1997.
(2) Borrower has been informed that Builder's Square store, which is subleased
from Kmart, was sold to Masso Expo Corp. on June 30, 1997. Masso Expo
Corp. has informed the Montehiedra Borrower of its intent to continue
operating the store as a home improvement store possibly under a different
name. Kmart is still obligated under the lease for lease payments.
(3) Based upon Underwritten Cash Flow.
Grande LoanTM/SM I: Preliminary Collateral Term Sheet
Montehiedra Loan
<TABLE>
<CAPTION>
Lease Expiration Schedule
Year Ending Dec. 31 Expiring SF % of Total SF Annualized Tenant Base Rent % of Total Base Rent
- -------------------------- -------------------- ---------------------- -------------------------------- ----------------------------
<S> <C> <C> <C> <C>
1997 0 0.0% $ 0 0.0%
1998 0 0.0 0 0.0
1999 450 0.1 60,000 0.8
2000 360 0.1 50,400 0.6
2001 180 0.0 47,400 0.6
2002 2,060 0.4 78,350 1.0
2003 800 0.2 24,000 0.3
2004 25,125 4.8 616,536 7.7
2005 106,196 20.2 2,488,479 31.1
2006 31,065 5.9 687,789 8.6
Thereafter 353,542 67.3 3,944,705 49.3
Vacant 5,600 1.1 -- --
--------- ------ -------------- ------
Total 525,378 100.0% $7,997,659 100.0%(1)
(1)
- -------------------------- -------------------- ---------------------- -------------------------------- ----------------------------
(1) May not add to 100.0% due to rounding.
</TABLE>
