<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report: May 20, 1998
- ---------------------------------
(Date of earliest event reported)
Morgan Stanley Capital I Inc.
-------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 333-45467- 13-3291626
- --------------------------------------------------------------------------------
(State or Other (COMMISSION (I.R.S. Employer
Jurisdiction of FILE NUMBER) Identification No.)
Incorporation)
1585 Broadway, New York, N.Y. 10036
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 761-4000
<PAGE>
ITEM 5. OTHER EVENTS.
Attached are certain structural and collateral term sheets (the "Term
Sheets") furnished to the Registrant by Morgan Stanley & Co. Incorporated
(the "Underwriter"), the underwriter in respect of the Registrant's proposed
offering of Commercial Mortgage Pass-Through Certificates, Series 1998-XL2
(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. 333-45467) (the
"Registration Statement"). The Registrant hereby incorporates the Term Sheets
by reference in the Registration Statement.
The Term Sheets were prepared solely by the Underwriter, and the Registrant
did not prepare or participate in the preparation of the Collateral Term Sheets
and Structural Term Sheets.
Any statement or information contained in the 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and superseded for purposes of the Prospectus and the Registration Statement by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 99 Term Sheets.
2
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on behalf of the Registrant
by the undersigned thereunto duly authorized.
MORGAN STANLEY CAPITAL INC.
By: /s/
------------------------
Name: James E. Flaum
-----------------
Title: Vice President
-----------------
Date: May 20, 1998
3
<PAGE>
EXHIBIT INDEX
-------------
Item 601(a) of
Regulation S-K
Exhibit No. Description Page
- ----------- ----------- ----
99 Term Sheets
4
<PAGE>
EXHIBIT 99
- --------------------------------------------------------------------------------
MORGAN STANLEY May 18, 1998
Real Estate Debt Capital Markets [LOGO]
Mortgage/Asset Backed Capital Markets MORGAN STANLEY DEAN WITTER
- --------------------------------------------------------------------------------
CMBS New Issue
Preliminary Collateral Overview
---------------------------------
$925,762,767 (Approximate)
Morgan Stanley Mortgage Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL1
---------------------------------
[LOGO] XL1 1998
LARGE LOAN
MORGAN STANLEY DEAN WITTER
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
1
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 May 18, 1998
LARGE LOAN Preliminary Collateral Overview
- --------------------------------------------------------------------------------
$925,762,767 (Approximate)
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL1
Collateral Characteristics
--------------------------
Cut-Off Date Principal Balance: (as of June 1, 1998) $925,762,767
Number of Mortgage Loans: 11
Number of Mortgaged Properties: 83
Weighted Average Coupon: 7.02%
Weighted Average Cut-Off Date LTV: 58.4%
Weighted Average LTV at Effective Maturity Date: 51.0%
Weighted Average DSCR: 1.90x
Weighted Average Original Amortization Term: 332 months
Weighted Average Original Term to Effective Maturity Date: 113 months
Weighted Average Remaining Term to Effective Maturity Date: 109 months
Weighted Average Seasoning: 4 months
<TABLE>
<CAPTION>
====================================================================================================================================
Percentage Principal
Cut-Off of Balance at Original Remaining
Date Cut-Off Effective Effective Term to Term to
Principal Date Maturity Cut-Off Maturity Original Effective Effective
Balance Principal Date Date Date Amortization Maturity Maturity
Loan Name ($000's) Balance(1) Coupon ($000's) LTV LTV DSCR(2) Term(3) Date Date
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hotel Del Coronado $164,947,035 17.8% 6.90% $130,163,932 50.0% 39.4% 2.06x 300 120 115
CenterAmerica Pool 163,000,000 17.6 6.67 140,921,222 61.3 53.0 1.86 360 120 120
Wells Fargo Tower 143,855,648 15.5 7.17 126,516,032 61.2 53.8 1.64 300 84 83
West Town Mall 76,000,000 8.2 6.90 76,000,000 47.5 47.5 2.71 N/A 126 119
Magellan Apartment Pool 75,113,551 8.1 7.28 66,308,919 79.3 70.0 1.34 360 120 113
Glenborough Pool 59,465,982 6.4 7.50 48,701,064 51.3 42.0 1.93 298 120 112
EQR Apartment Pool 50,000,000 5.4 6.79 50,000,000 49.7 49.7 2.28 N/A 120 118
Charlestowne Mall 49,914,616 5.4 7.73 46,585,555 57.6 53.8 1.70 360 84 81
Ramco-Gershenson Pool 49,761,281 5.4 6.83 43,401,346 64.6 56.4 2.00 360 120 114
Courthouse Plaza I 48,704,653 5.3 7.19 42,147,916 70.5 61.0 1.49 360 120 115
Quail Springs Mall 45,000,000 4.9 6.82 39,064,080 52.7 45.7 1.95 360 120 120
------------ ----- ---- ------------ ---- ---- ---- --- --- ---
Total/Weighted Average $925,762,767 100.0% 7.02% $809,810,067 58.4% 51.0 1.90x 332 113 109
============ ===== ==== ============ ==== ==== ==== === === ===
</TABLE>
Notes: (1) Numbers may not total 100% due to rounding.
(2) Based on underwritable net cash flow and actual annual debt
service.
(3) Weighted average original amortization term excludes West Town
Mall and EQR Apartment Pool.
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
2
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 May 18, 1998
LARGE LOAN Preliminary Collateral Overview
- --------------------------------------------------------------------------------
$925,762,767 (Approximate)
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL1
Loan Features
-------------
<TABLE>
<CAPTION>
====================================================================================================================================
Removal Bankruptcy- Funded
of Capital Lock Box/ Cross remote Tax and
Principal Property Reserve Sweep Collateralization borrowing Insurance
Loan Name Call Protection Repayment Manager Accounts Account (Pools Only) entity Escrow
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Hotel Del Coronado Locked 24 mos., Effective Yes Yes Yes N/A Yes Yes
Defeasance Maturity
CenterAmerica Pool Locked 24 mos., Effective Yes Yes Yes Yes Yes Yes
Defeasance Maturity
Wells Fargo Tower Locked 24 mos., Effective Yes Yes Yes N/A Yes Yes
Defeasance Maturity
West Town Mall Locked 36 mos., Effective Yes(2) No None N/A Yes(5) No
Defeasance(1) Maturity Until EMD
Magellan Apartment Pool Locked 24 mos., Balloon Yes Yes Yes(3) Yes N/A Yes
Defeasance
Glenborough Pool Locked 36 mos., Effective Yes Yes(6) Yes(4) Yes Yes Yes(6)
Greater of 1% and Maturity
Yield Maintenance at
U.S. Treasury flat(1)
EQR Apartment Pool Locked 24 mos., Effective Yes(2) Yes Yes(3) Yes Yes Yes
Defeasance Maturity
Charlestowne Mall Locked 24 mos., Effective Yes Yes Yes N/A Yes Yes
Defeasance Maturity
Ramco-Gershenson Pool Locked 24 mos., Effective Yes Yes Yes Yes Yes Yes
Defeasance Maturity
Courthouse Plaza I Locked 36 mos., Effective Yes Yes Yes N/A Yes Yes
Defeasance(1) Maturity
Quail Springs Mall Locked 24 mos., Effective Yes Yes Yes N/A Yes Yes
Defeasance Maturity
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes: (1) Lock-out period from loan origination.
(2) Removal of manager only upon an Event of Default under the Loan
or based upon manager's gross negligence, fraud or willful
misconduct.
(3) Sweep Account
(4) Springing Lock-box
(5) The West Town Mall borrower does not have an independent
director.
(6) Deferred maintenance, capital expenditures, taxes and insurance
payments are guaranteed by Glenborough Realty Trust, Inc.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
3
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 May 18, 1998
LARGE LOAN Preliminary Collateral Overview
- --------------------------------------------------------------------------------
$925,762,767 (Approximate)
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL1
Property Overview
-----------------
<TABLE>
<CAPTION>
======================================================================================================================
Borrowing Entity/
Loan Name Location Sponsor
======================================================================================================================
<S> <C> <C>
Hotel Del Coronado Coronado, CA L-O Coronado Holding II, Inc./Lowe Enterprises for Ohio PERS
CenterAmerica Pool TX Center America Capital Partnership LP./CenterAmerica Property Trust,
L.P. and MSREF II
Wells Fargo Tower Los Angeles, CA Affiliates of Wells Fargo Bank, Mitsui Mutual Life Ins. Co., Gibson,
Dunn & Crutcher and Maguire Partners
West Town Mall Knoxville, TN West Town Mall Joint Venture/Simon DeBartolo/Rodamco
Magellan Apartment Pool AZ, CA 11 special purpose borrowing entities/Magellan Corporation
Glenborough Pool MA, MN, AZ, MO, Glenborough Fund V, L.P./Glenborough Realty Trust, Inc.
CA, FL, VA
EQR Apartment Pool IL, MN, WI EQR-Flatland, LLC/Equity Residential Properties ("EQR")
Charlestowne Mall St. Charles, IL Charlestowne Mall, LLC/Wilmorite, Inc., and Ivanhoe, Inc.
Ramco-Gershenson Pool MI, NC, OH, SC, TN, WI Ramco Properties Associates L.P./Ramco-Gershenson
Courthouse Plaza I Arlington, VA The Courthouse Plaza Associates LP/Charles E. Smith Companies
Quail Springs Mall Oklahoma City, OK Day Jay Associates/
General Growth Properties, Inc.
=======================================================================================================================
<CAPTION>
=======================================================================
Property Year Built/
Loan Name Type Renovated
=======================================================================
<S> <C> <C>
Hotel Del Coronado Hotel 1888/1988 and
current
CenterAmerica Pool Community Shopping Centers 1950 - 1995
Wells Fargo Tower Office 1982
West Town Mall Super-Regional Mall 1972/1995
and current
Magellan Apartment Pool Multifamily 1980 - 1990
Glenborough Pool Office (5), Industrial (4),
Multifamily (1) 1973-1989
EQR Apartment Pool Multifamily 1989-1991
Charlestowne Mall Regional Mall 1991/Current
Ramco-Gershenson Pool Community Shopping Centers 1977 - 1996
Courthouse Plaza I Office 1988
Quail Springs Mall Super-Regional Mall 1960/1988
and current
=======================================================================
</TABLE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
Cut-Off Date Square Feet/
Loan No. of Loan PSF/ Appraised
Loan Name Amount Units(1) Per Unit Value(2)
====================================================================================================================================
<S> <C> <C> <C> <C>
Hotel Del Coronado $164,947,035 692 $238,363 $ 330,000,000
CenterAmerica 163,000,000 4,761,994 34 266,073,957
Wells Fargo Tower 143,855,648 1,336,248 108 235,000,000
West Town Mall 76,000,000 764,369 99 160,000,000
Magellan Apartment Pool 75,113,551 2,270 33,090 94,775,000
Glenborough Pool 59,465,982 1,136,505/224 52 115,900,000
EQR Apartment Pool 50,000,000 1,371 36,470 100,650,000
Charlestowne 49,914,616 742,318 67 86,600,000
Ramco-Gershenson Pool 49,761,281 1,414,633 35 77,000,000
Courthouse Plaza I 48,704,653 349,778 139 69,100,000
Quail Springs 45,000,000 424,183 106 85,457,518
------------ --------------
Total $925,762,767 $1,620,556,475
============ ==============
====================================================================================================================================
</TABLE>
Notes: (1) Self-owned anchors are excluded from square feet.
(2) Values for CenterAmerica, Courthouse Plaza I, and Quail Springs
Mall were calculated based on underwritable NOI and a cap rate.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
4
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 May 18, 1998
LARGE LOAN Preliminary Collateral Overview
- --------------------------------------------------------------------------------
$925,762,767 (Approximate)
Morgan Stanley Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL1
Geographic Diversification
--------------------------
<TABLE>
<CAPTION>
=====================================================================================
Percentage
Cut-Off of Total
Date Cut-Off Date
Number of Allocated Allocated Underwritten
State Properties Loan Amount Loan Amount(1) Cash Flow
=====================================================================================
<S> <C> <C> <C> <C>
California 9 $365,433,925 39.5% $ 55,896,061
Texas 44 163,000,000 17.6 23,348,985
Tennessee 3 88,115,877 9.5 16,108,610
Illinois 2 58,483,293 6.3 8,658,671
Virginia 2 53,759,262 5.8 6,962,169
Oklahoma 1 45,000,000 4.9 6,873,808
Wisconsin 4 40,897,591 4.4 6,417,096
Arizona 6 39,493,623 4.3 4,734,947
Minnesota 2 24,333,783 2.6 4,146,813
Massachusetts 3 13,280,736 1.4 2,228,560
South Carolina 1 8,476,337 0.9 1,330,935
Ohio 1 7,314,908 0.8 1,172,694
North Carolina 1 6,116,657 0.7 950,023
Missouri 2 5,153,718 0.6 914,882
Florida 1 4,261,729 0.5 764,302
Michigan 1 2,641,329 0.3 416,481
Total/Weighted Average 83 $925,762,767 100.0% $140,925,038
=====================================================================================
<CAPTION>
=====================================================================================
Percentage of Percentage of Weighted
Total Weighted Total Average
Underwritten Average Appraised Appraised Cut-Off
State Cash Flow(1) DSCR Value(2) Value(1) Date LTV
=====================================================================================
<S> <C> <C> <C> <C> <C>
California 39.7% 1.81x $648,050,000 40.0% 57.8%
Texas 16.6 1.86 266,073,957 16.4 61.3
Tennessee 11.4 2.61 180,400,000 11.1 49.9
Illinois 6.1 1.79 105,200,000 6.5 56.5
Virginia 4.9 1.53 78,850,000 4.9 68.7
Oklahoma 4.9 1.95 85,457,518 5.3 52.7
Wisconsin 4.6 2.19 72,050,000 4.4 54.5
Arizona 3.4 1.43 52,425,000 3.2 75.0
Minnesota 2.9 2.13 50,100,000 3.1 50.4
Massachusetts 1.6 1.93 25,900,000 1.6 51.3
South Carolina 0.9 2.00 13,000,000 0.8 64.6
Ohio 0.8 2.00 11,200,000 0.7 64.6
North Carolina 0.7 2.00 9,700,000 0.6 64.6
Missouri 0.6 1.93 10,050,000 0.6 51.3
Florida 0.5 1.93 8,700,000 0.5 51.3
Michigan 0.3 2.00 3,400,000 0.2 64.6
---- ---- -------------- ----- ----
Total/Weighted Average 100.0% 1.90x $1,620,556,475 100.0% 58.4%
===== ==== ============== ===== ====
=====================================================================================
</TABLE>
Notes: (1) Numbers may not total 100% due to rounding.
(2) Values for CenterAmerica, Courthouse Plaza I, and Quail Springs
Mall were calculated based on underwritable NOI and a cap rate.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
5
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL11998 Preliminary Collateral Overview May 18, 1998
LARGE LOAN
- --------------------------------------------------------------------------------
$925,762,767 (Approximate)
Morgan Stanley Mortgage Capital I Inc.
Commercial Mortgage Pass-Through Certificates
Series 1998-XL1
Property Type Diversification
- --------------------------------------------------------------------------------
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL]
Retail 23.0%
Regional Mall 18.5%
Industrial 1.6%
Multifamily 14.2%
Office 25.0%
Hotel 17.8%
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percentage
of Percentage Percentage
Cut-Off Cut-Off of of Weighted
Date Date Total Weighted Total Average
Number of Allocated Allocated Underwritten Underwritten Average Appraised Appraised Cut-Off
Property Type Properties Loan Amount Loan Amount(1) Cash Flow Cash Flow(1) DSCR Value(2) Value(1) Date LTV
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Office 7 $ 231,411,410 25.0% 32,867,762 23.3% 1.65x $ 379,550,000 23.4% 61.5%
Retail 51 212,761,281 23.0 31,195,307 22.1 1.89 343,073,957 21.2 62.0
Regional Mall 3 170,914,616 18.5 28,372,522 20.1 2.22 332,057,518 20.5 51.8
Hotel 1 164,947,035 17.8 28,728,037 20.4 2.06 330,000,000 20.4 50.0
Multifamily 17 131,159,259 14.2 17,173,045 12.2 1.73 207,125,000 12.8 66.7
Industrial 4 14,569,166 1.6 2,588,365 1.8 1.93 28,750,000 1.8 51.3
--- -------------- ----- -------------- ----- ----- -------------- ----- -----
Total/
Weighted Average 83 $ 925,762,767 100.0% $ 140,925,038 100.0% 1.90x $1,620,556,475 100.0% 58.4%
=== ============== ===== ============== ===== ====== =============== ====== ======
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes: (1) Numbers may not total 100% due to rounding.
(2) Values for CenterAmerica, Courthouse Plaza I, and Quail Springs
Mall were calculated based on underwritable NOI and a cap rate.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
6
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL11998 Preliminary Collateral Overview
LARGE LOAN Hotel Del Coronado
- --------------------------------------------------------------------------------
================================================================================
Loan Information
================================================================================
Original Cut-Off Date
Principal Balance: $166,000,000 $164,947,035
Origination Date: December 2, 1997
Interest Rate: 6.9%
Amortization: 300 Months
Hyperamortization: After the Effective Maturity Date,
interest rate increases to 8.9%. All
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest accrues
interest at the increased rate and is
deferred until the principal balance
is zero.
Effective Maturity January 1, 2008
Date:
Maturity Date: January 1, 2023
Borrower/Sponsor: L-O Coronado Holding II, Inc., a
wholly owned subsidiary of Ohio PERS,
which is advised by Lowe Enterprises
Call Protection: 2-year lockout from the date of
securitization, with U.S. government
securities defeasance thereafter. Loan
prepayable at par beginning on the
Effective Maturity Date.
Removal of
Property Manager: Management may be terminated (i) if at
any time the DSCR for the trailing 12
months is < 1.25x, or (ii) following
acceleration of the loan after an
Event of Default or (iii) at the
Effective Maturity Date
Up Front Reserves: Required Repair Fund: $2,637,025
Environmental: $39,317
General Monthly
Reserves: 1/12 of Property Taxes and Insurance
and Capital Expenditures and FF&E Reserves
equal to 5% of the previous month's gross revenue.
Collection Account: Hard Lock-Box
Cross-Collateralization/
Default: N/A
Earthquake Yes
Insurance:
Mezzanine Loans: None
- --------------------------------------------------------------------------------
================================================================================
Property Information
================================================================================
Single
Asset/Portfolio: Single Asset
Property Type: Hotel
Location: Coronado, California
Year Built/Renovated: 1888/Renovated periodically over
time. Last major renovation
completed in 1988. Lowe will be
undertaking a 5 - year, $50MM program.
The Collateral: World renowned destination resort
hotel with 692 rooms, 73,034 S.F. of
banquet and meeting space, 7
restaurants and lounges, 30 retail
shops, 6 tennis courts, 2 pools, a
health club and a boat house/marina.
Property has beachfront location.
Property Destination Coronado Hotel, Inc., a
Management: subsidiary of Destination Hotel &
Resorts, a subsidiary of Lowe
Enterprises
LTM
Average Occupancy: Feb. 1998 1996 1995
--------- ---- ----
85% 84% 80%
ADR: $202.80 $179.76 $165.31
RevPAR: $173.15 $151.36 $131.56
1997 Net Operating
Income: $33,818,866
Underwritable Cash
Flow: $28,728,037
Appraised Value(1): $330,000,000
Appraised By: HVS International
Appraisal Date: October 28, 1997
Cut-Off Date At EMD(2)
Loan/Room: $238,363 $188,098
LTV: 50.0% 39.4%
DSCR: 2.06x(3) 2.63x(4)
Notes: (1) Purchased in August, 1997 for the same price.
(2) Effective Maturity Date.
(3) Based on Underwritable Cash Flow and Actual Debt Service.
(4) Based on Underwritable Cash Flow and recalculated Debt Service
assuming original financing terms and the EMD balance.
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
7
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL11998 Preliminary Collateral Overview
LARGE LOAN CenterAmerica Pool
- --------------------------------------------------------------------------------
================================================================================
Loan Information
================================================================================
Original Cut-Off Date
Principal Balance: $163,000,000 $163,000,000
Origination Date: Estimated to be May 18, 1998
Interest Rate: 6.67%
Amortization: 360 Months
Hyperamortization: After the Effective Maturity Date,
interest rate increases to 8.67%. All
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest accrues
interest at the increased rate and is
deferred until the principal balance
is zero.
Effective Maturity June 1, 2008
Date:
Maturity Date: June 1, 2028
Borrower/Sponsor: CenterAmerica Capital Partnership, L.P., a
special-purpose borrowing entity controlled by the
Morgan Stanley Real Estate Fund II, L.P.,
("MSREF"), which is sponsored, asset managed and
10% owned by Morgan Stanley, Dean Witter, Discover
& Co.
Call Protection: 2-year lockout from the date of
securitization, with U.S. government
securities defeasance thereafter. Loan
prepayable at par beginning on the
Effective Maturity Date.
Substitution: Property substitution is permitted
subject to certain conditions.
Removal of
Property Manager: Management may be terminated (I) after a monetary
event of default; (ii) upon gross negligence fraud
or willful misconduct; and (iii) upon transfer of
all the properties unless transfer is to an entity
with sufficient management expertise.
Up Front Reserves: Environmental Reserve: Approximately $200,000
General Monthly
Reserves: 1/12 of Property Taxes and Insurance,
Capital Expenditure reserves of
$.15/S.F. per year and $.35/S.F. per
year for TIs and LCs
Collection Account: Hard Lock-Box
Cross-Collateralization/
Default: Cross-collateralized and
cross-defaulted
Mezzanine Loans: $47,000,000 currently held by Morgan
Stanley Mortgage Capital Inc.
- --------------------------------------------------------------------------------
================================================================================
Property Information
================================================================================
Single Portfolio
Asset/Portfolio:
Property Type: 44 Anchored Retail Centers
Location: Location by Allocated Loan Amount:
[THE FOLLOWING TABLE WAS REPRESENTED BY A PIE CHART IN THE PRINTED MATERIAL]
Houston 64.5%
Dallas/Fort Worth 25.9%
Corpus Christi 9.6%
Year Between 1950 and 1995.
Built/Renovated: See Property Summary Table for detail
The Collateral: 44 Community and neighborhood retail
shopping centers encompassing total
GLA of 4,761,994 S.F.
Anchors include: Krogers, Walgreens,
Minyards, HEB Pantry, Eckerd Drugs,
and Weiner's.
Property
Management: CenterAmerica Property Trust, L.P.
Occupancy
(as of 12/31/97): 92%
1997 Net Operating
Income: $25,518,237
Underwritable Cash
Flow: $23,348,985
Calculated Value at
an 9.5% Cap Rate on
Underwritable NOI: $266,073,957
Market Study Aaron and Wright Incorporated
performed by:
Market Study Date: April 29, 1998
Cut-Off Date At EMD(1)
Loan/SF: $34 $30
LTV: 61.3% 53.0%
DSCR(1): 1.86x(2) 2.15x(3)
Notes: (1) Effective Maturity Date.
(2) Based on Underwritable Cash Flow and Actual Debt Service.
(3) Based on Underwritable Cash Flow and recalculated Debt Service
assuming original financing terms and the EMD balance.
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
8
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL11998 Preliminary Collateral Overview
LARGE LOAN CenterAmerica Pool
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Property Summary Table
- -----------------------------------------------------------------------------------------------------------------------------------
Annualized
Base Rent
Allocated PSF Primary Tenants with
Loan Total Year 1997 Underwritable December 15,000 SF
Property Name Location Amount SF/Units Built Occupancy Cash Flow 31, 1997 December 31, 1997
====================================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Wynnewood Village Dallas $15,196,700 632,229 1978 92.9% $2,176,914 $4.80 (1)
Westheimer Commons Houston 13,612,700 249,789 1981 93.5 1,949,953 8.84 (2)
Five Points Corpus 12,625,600 276,657 1980 99.1 1,808,562 7.01 (3)
Christi
Northtown Plaza Houston 8,438,900 198,104 1960 100.0 1,208,832 7.20 Weiner's (2002), Mac
Frugal's(2010), OfficeMax
(2001)
Texas City Bay Texas City 7,649,100 233,984 1980 97.2 1,095,699 5.21 Kroger (2014), Kmart (2019)
Braes Heights Houston 6,055,900 113,078 1959 89.3 867,473 9.11 CenterAmerica (2002),
Weiner's (2006)
Highland Village Highland 5,828,100 88,841 1995 100.0 834,842 10.53 Minyard's (2016)
Town Center Village
Clearlake/ Camino Houston 5,365,400 101,218 1964 100.0 768,565 8.28 Hancock Fabrics (2006),
South H.E.B. Pantry (2007)
Park Plaza Houston 5,140,300 211,923 1980 89.8 736,327 4.52 Kmart (2004), Fiesta Mart
(2000)
Parktown Center Deer Park 4,905,300 121,621 1970 97.4 702,659 5.42 (4)
and Parktown
Center East
Moore Square Houston 4,043,200 132,239 1975 81.0 579,175 5.56 Randall's (2010), Walgreen's
(2017)
Moore Village Houston 3,828,500 108,094 1978 100.0 548,410 6.02 Hobby Lobby (2011), Hoffer
Furniture (2007)
Huntington Village Houston 3,702,500 112,287 1980 89.1 530,367 5.87 Gerland (2005)
Williamstown Houston 3,680,800 70,328 1978 87.0 527,256 8.72 Michael's (1999)
Village Plaza Garland 3,446,800 80,581 1960 100.0 493,737 7.48 Troung Nguyen Supermarket
(2007)
Jefferson Park Mount 3,360,600 130,541 1985 92.6 481,383 4.36 Super 1 (2001), Beall's (2010)
Pleasant
Webb Royal Plaza Dallas 3,348,000 108,819 1961 85.8 479,588 5.66 Minyard's (2005)
Carmel Village Corpus 3,093,000 86,678 1965 91.4 443,061 5.87 Beall's (2001)
Christi
Klein Square Houston 3,058,600 80,857 1977 83.1 438,132 6.34 Gerland (2002)
Brenham Four Brenham 2,993,900 113,147 1975 98.3 428,855 4.14 H.E.B. Pantry Foods (2012),
Corners Weiner's (2002)
Tanglewilde Houston 2,823,600 86,590 1972 87.6 404,471 6.94 Safeway (2014)
Maplewood Mall Houston 2,679,900 95,684 1962 93.4 383,890 4.51 Cox's Foodarama (2000),
Weiner's (2000)
Jeff Davis Dallas 2,674,100 69,563 1965 100.0 383,053 5.26 Carnival (2000)
League City League 2,556,000 100,030 1966 89.4 366,138 4.51 Cloth World (2007), Beall's
City (2000), H.E.B. Pantry (2007)
Braes Oaks Houston 2,384,100 46,720 1966 100.0 341,508 8.53 H.E.B. Pantry Foods (2007)
Stevens Park Dallas 2,379,500 45,492 1974 100.0 340,852 8.75 Minyard's (2016)
Cedar Bellaire Bellaire 2,312,700 50,997 1950 100.0 331,288 7.40 H.E.B. Pantry (2009)
Countryside Village Houston 2,258,900 136,470 1977 50.8 323,570 3.31 (5)
Broadway Houston 2,247,000 74,932 1977 100.0 321,867 4.95 Walgreen's (2006), Rice Food
Markets (2001)
Long Pointe Plaza Houston 2,203,600 65,332 1957 93.1 315,651 6.04 (5)
Lamar Plaza Rosenberg 2,174,200 150,133 1972 68.8 311,442 3.38 Kroger (2001) and Weiner's
(2000)
Highland Village Dallas 2,069,800 66,942 1985 93.7 296,489 5.63 Minyard's (2016)
Tidwell Plaza Houston 1,953,000 41,630 1983 100.0 279,751 7.87 Walgreen's (2017)
Forest Hills Fort Worth 1,872,800 70,390 1972 100.0 268,265 4.92 Winn-Dixie (2006)
Washington Square Kaufman 1,819,700 65,050 1985 96.7 260,662 3.81 Brookshire's (1998)
Northgate Houston 1,800,700 43,245 1978 100.0 257,936 7.21 OfficeMax (2005)
Parkview West Pasadena 1,651,400 39,774 1966 93.3 236,558 7.16 (5)
Parkview East Pasadena 1,471,100 41,169 1968 75.7 210,723 6.27 (5)
El Camino Bellaire 1,457,100 59,575 1972 100.0 208,723 4.20 Davis Food City (2002)
Palm Plaza Aransas 1,065,300 52,102 1978 97.6 152,598 3.49 IGA (1999), Wilcox Furniture
Pass (1998)
Bryan Square Bryan 895,400 55,115 1965 100.0 128,259 3.24 Kroger (2001)
Lazybrook Houston 654,200 10,745 1965 100.0 93,706 10.14 (5)
North Hills Village Haltom City 222,000 43,299 1972 44.4 31,794 2.05 (5)
------- ------ ---- ------ ----
Total/Weighted
Average $163,000,000 4,761,994 91.8% $23,348,985 6.39(6)
============ ========= ===== =========== ====
</TABLE>
================================================================================
Notes: Major tenants and lease expirations:
(1) Kroger (2000), Colbert's (2002), Weiner's (1999), Mac Frugal's
(2003), Rhoton's Food For Less (2002), former Montgomery Ward,
and 50-Off (2000).
(2) Kroger (2004), Michael's (2006) and Marshall's (2010).
(3 Solo Serve (2002), Sutherland Lumber (2006), Beall's (2003),
Hobby-Lobby (2003).
(4) Walgreen's (2056), Gerland's Food Fair (2016), Weiner's (1999).
(5) No tenants with 15,000 square feet or more space.
(6) Excludes vacant space
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
9
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL11998 Preliminary Collateral Overview
LARGE LOAN CenterAmerica Pool
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Ten Largest Tenants Based on Annualized Base Rent
- ----------------------------------------------------------------------------------------------------------------------------
% of % of Total Annualized
Tenant or Tenant No. of Tenant Total Annualized Annualized Base
Parent Company(1) Store Name Stores GLA (SF) GLA(2) Base Rent Base Rent(2) Rent Per SF
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
The Kroger Company Kroger 5(3) 261,934 5.5% $1,523,961 5.5% $5.82
Minyard Food Stores, Inc. Minyard's 4 168,153 3.5 1,081,370 3.9 6.43
Walgreen Company Walgreens 8 110,016 2.3 817,989 2.9 7.44
National Amusements, Inc. Blockbuster 11 90,387 1.9 816,482 2.9 9.03
H.E.B. Pantry Foods H.E.B. Pantry 5 159,394 3.3 682,281 2.4 4.28
Hobby Lobby Stores, Inc. Hobby Lobby 2(3) 97,130 2.0 611,616 2.2 6.30
JC Penney Company, Inc. Eckerd Drug 10 93,120 2.0 568,740 2.0 6.11
Store
Kmart Corporation Kmart 2 187,277 3.9 565,979 2.0 3.02
Weiner's Stores, Inc. Weiner's 7 165,119 3.5 446,805 1.6 2.71
Gerland Corporation Gerland 3 105,598 2.2 377,321 1.4 3.57
--------- ------ ----------- ----- -----
Subtotal Ten Largest Tenants 1,438,128 30.2% $7,492,544 26.8% $5.21
Other Major Tenants (greater than 5,000 SF) 2,014,905 42.3 11,135,005 39.9 5.53
Remaining Tenants 917,393 19.3 9,298,297 33.3 10.14
Vacant Space 391,568 8.2 0 0.0 0.00
--------- ------ ----------- ----- -----
Total/Weighted Average 4,761,994 100.0% $27,925,846 100.0% $6.39(4)
========= ====== =========== ===== =====
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
Lease Expiration Schedule
- ----------------------------------------------------------------------------------------------------------------------------
Number of Annual Percent of Cumulative
Year Expiration Leases Expiring Percent of Annualized Base Rent Total Base Percent of
Expiring SF Total SF (2) Cumulative Base Rent Per SF Rent(2) Base Rent
============================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant 99 391,568 8.2% 8.2% -- -- 0.0% 0.0%
Month to Month 16 20,468 0.4 8.7 $ 139,150 $6.80 0.5 0.5
1998 131 372,531 7.8 16.5 2,740,112 7.36 9.8 10.3
1999 146 627,422 13.2 29.7 3,658,121 5.83 13.1 23.4
2000 150 626,282 13.2 42.8 4,029,612 6.43 14.4 37.8
2001 101 482,500 10.1 52.9 3,418,105 7.08 12.2 50.1
2002 117 540,188 11.3 64.3 3,653,597 6.76 13.1 63.2
2003 31 210,634 4.4 68.7 1,663,947 7.90 6.0 69.1
2004 14 186,485 3.9 72.6 1,199,889 6.43 4.3 73.4
2005 15 114,536 2.4 75.0 678,609 5.92 2.4 75.8
2006 15 233,601 4.9 79.9 1,080,858 4.63 3.9 79.7
2007 16 194,574 4.1 84.0 1,141,088 5.86 4.1 83.8
2008 or later 34 761,205 16.0 100.0 4,522,758 5.94 16.2 100.0
-- --------- ---- ------------ ---- ----
Total 885 4,761,994 100.0% $27,925,845 6.39(4) 100.0%
=== ========= ====== =========== ==== =====
</TABLE>
- --------------------------------------------------------------------------------
Notes: (1) The parent company may not be the obligor under the applicable
lease.
(2) Numbers may not total 100% due to rounding.
(3) Kroger occupies four stores; one store is sub-leased to
Hobby-Lobby.
(4) Excludes vacant space.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
10
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 Preliminary Collateral Overview:
LARGE LOAN Wells Fargo Tower
- --------------------------------------------------------------------------------
================================================================================
Loan Information
================================================================================
Original Cut-Off Date
Principal Balance: $144,000,000 $143,855,648
Origination Date: May 1, 1998
Interest Rate: 7.17%
Amortization: 300 Months
Hyperamortization: After the Effective Maturity Date, interest rate
increases to 9.17%. All excess cash flow is used
to reduce the outstanding principal balance; the
additional 2% interest accrues interest at the
increased rate and is deferred until the principal
balance is zero.
Effective Maturity Date: April 30, 2005
Maturity Date: April 30, 2023
Borrower/Sponsor: Managing and other members consist of affiliates
of: Wells Fargo Bank, Mitsui Mutual Life, Maguire
Partners and Gibson Dunn & Crutcher.
Call Protection: 2-year lockout from the date of securitization,
with U.S. government securities defeasance
thereafter. Loan prepayable at par beginning on
the Effective Maturity Date. Removal of Property
Manager: Management may be terminated if (i) NOI
for the trailing twelve months falls below
$19,000,000, or (ii) upon an Event of Default
under the Loan Documents or Management Agreement.
Up Front Reserves: Tenant Improvement: $9,000,000
General Monthly 1/12 of Property Taxes and Insurance and Capital
Reserves Expenditures of $.15 per square foot
Collection Account: Hard Lock-Box
Cross-Collateralization/
Default: N/A
Earthquake Insurance: Yes
Mezzanine Loans: None
- --------------------------------------------------------------------------------
================================================================================
Property Information
================================================================================
Single Asset/Portfolio: Single Asset
Property Type: Class A Office
Location: Los Angeles, California
Year Built/Renovated: 1982
The Collateral: 54 Story Class A office building with 1,336,248
S.F. of net rentable area, which includes 69,139
S.F. of retail space.
Major Tenants: Wells Fargo Bank; Gibson, Dunn & Crutcher; Oaktree
Capital (lease commences April, 1999); Thelen
Marrin Johnson & Bridges; Peterson Ross; Payden &
Rygel; Salomon Smith Barney; Paine Webber;
Sumitomo Trust; Peterson Ross and Donovan Leisure.
Property
Management: Maguire Partners Development, Ltd. or an affiliate
Occupancy
(as of 1/31/98): 92% Leased
1997 Net Operating
Income: $23,876,023
Underwritable Cash
Flow: $20,276,676
Appraised Value: $235,000,000
Appraised By: Cushman & Wakefield
Appraisal Date: February 27, 1998
Cut-Off Date At EMD(1)
Loan/SF: $108 $95
LTV: 61.2 % 53.8%
DSCR: 1.64x(2) 1.86x(3)
Notes: (1) Effective Maturity Date.
(2) Based on Underwritable Cash Flow and Actual Debt Service.
(3) Based on Underwritable Cash Flow and recalculated Debt Service
assuming original financing terms and the EMD balance.
- --------------------------------------------------------------------------------
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
11
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 Preliminary Collateral Overview:
LARGE LOAN Wells Fargo Tower
- --------------------------------------------------------------------------------
Ten Largest Tenants Based on Annualized Base Rent(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Tenant Net % of Total % of Total Annualized
Tenant Name Rentable Net Rentable Annualized Annualized Base
Parent Company (Lease Expiration) Area (SF) Area(2) Base Rent Base Rent(2) Rent per SF
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Gibson Dunn & Crutcher Gibson Dunn & Crutcher (2012) 224,958 16.8% $4,818,402 21.1% $21.42
Wells Fargo and Co. Wells Fargo (2013) 253,718 19.0 4,473,755 19.6 17.63
Travelers Group Inc. Salomon Smith Barney (2002) 50,648 3.8 1,924,632 8.4 38.00
Thelen Marrin Johnson Thelen Marrin Johnson & 53,884 4.0 1,205,688 5.3 22.38
& Bridges LLP Bridges LLP (2002)
Oaktree Capital(4) Oaktree Capital (2009) 73,473 5.5 1,138,832 5.0 15.50
PaineWebber Group PaineWebber (2001) 44,986 3.4 1,027,934 4.5 22.85
Sumitomo Bank Ltd. Sumitomo Trust (2002) 25,324 1.9 886,344 3.9 35.00
Payden and Rygel Payden & Rygel (2004) 48,982 3.7 704,728 3.1 14.39
Peterson Ross Peterson Ross (2001) 24,145 1.8 688,464 3.0 28.51
Donovan Leisure Newton Donovan Leisure (1999) 24,887 1.9 622,175 2.7 25.00
and Irvine ---------- ----- ----------- ----- ------
Subtotal Ten Largest Tenants 825,005 61.7% $17,490,953 76.6% $21.20
Other Tenants 406,273 30.4 5,355,407 23.4 13.18
Vacant Tenants 104,970 7.9 -- 0.0 --
Total/Weighted Average 1,336,248 100.0% $22,846,360 100.0% $18.55(3)
========== ===== =========== ===== ======
</TABLE>
Historical Occupancy
- --------------------------------------------------------------------------------
Occupancy Period/Date: Percent Leased
- --------------------------------------------------------------------------------
January 31, 1998 92%
January 31, 1997 94%
February 29, 1996 90%
January 31, 1995 94%
- --------------------------------------------------------------------------------
Notes: (1) Based on the 1/31/98 rent roll.
(2) Numbers may not total 100% due to rounding
(3) Excludes vacant space
(4) Oaktree Capital lease commences April, 1999
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been prov
ided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
12
<PAGE>
- --------------------------------------------------------------------------------
[LOGO] XL1 1998 Preliminary Collateral Overview:
LARGE LOAN Wells Fargo Tower
- --------------------------------------------------------------------------------
Lease Expiration Schedule(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Percent of Cumulative
Number of Cumulative Annualized Annualized Percent of
Expiration Year Leases Expiring Percent of Percent of Annualized Base Rent Total Base Annualized
Expiring SF Total SF SF Base Rent Per SF Rent Base Rent
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant -- 104,970 7.9% 7.9% -- -- 0.0% 0.0%
Month-to-Month 15 21,174 1.6 9.4 $161,536 $7.63 0.7 0.7
1998 33 74,723 5.6 15.0 1,064,838 14.25 4.7 5.4
1999 7 53,391 4.0 19.0 1,408,028 26.37 6.2 11.5
2000 10 33,834 2.5 21.6 401,318 11.86 1.8 13.3
2001 16 133,818 10.0 31.6 2,429,842 18.16 10.6 23.9
2002 13 164,389 12.3 43.9 4,401,616 26.78 19.3 43.2
2003 9 57,227 4.3 48.2 502,753 8.79 2.2 45.4
2004 5 77,827 5.8 54.0 972,093 12.49 4.2 49.6
2005 0 -- 0.0 54.0 -- -- 0.0 49.6
2006 3 19,017 1.4 55.4 345,494 18.17 1.5 51.2
2007 4 40,779 3.1 58.5 682,281 16.73 3.0 54.1
2008 or Later(2) 30 555,099 41.5 100.0 10,476,561 18.87 45.9 100.0
Total/Weighted 146 1,336,248 100.0% $22,846,360 $18.55(3) 100.0%
Average === ========= ===== =========== ====== =====
</TABLE>
- --------------------------------------------------------------------------------
Notes: (1) Based on the 1/31/98 rent roll.
(2) Includes the Oaktree Capital Lease for floors 27-29 for a total
of 73,473 square feet and $1,138,832 of annualized base rent.
(3) Excludes vacant space.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans will
differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact on
the information set forth in these materials. No representation is made that any
performance or return hypothesized herein will be achieved. For example, it is
very unlikely that the Mortgage Loans will prepay at a constant rate or follow a
predictable pattern. NO REPRESENTATION IS MADE AS TO THE APPROPRIATENESS,
USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE ASSUMPTIONS ON
WHICH THEY ARE BASED. Additional information is available upon request. These
materials do not constitute an offer to buy or sell or a solicitation of an
offer to buy or sell any security or instrument in any jurisdiction or to
participate in any particular trading strategy. ANY SUCH OFFER TO BUY OR SELL
ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE PROSPECTUS AND
PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED BY THE ISSUER
WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE MATERIALS. SUCH
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM WILL
CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH SECURITY OFFERED THEREBY
AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE SOLELY IN RELIANCE
UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN ARE TO BE READ IN CONJUNCTION
WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM.
In the event of any such offering, these materials, including any description of
the Mortgage Loans contained herein, shall be deemed superseded in their
entirety by such Prospectus and Prospectus Supplement or Private Placement
Memorandum. To our Readers Worldwide: In addition, please note that this
information has been provided by Morgan Stanley & Co. Incorporated and approved
by Morgan Stanley & Co. International Limited, a member of the Securities and
Future Authority, and Morgan Stanley Japan Ltd. We recommend that investors
obtain the advice of their Morgan Stanley & Co. International Limited or Morgan
Stanley Japan Ltd. representative about the investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
13
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
WEST TOWN MALL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $76,000,000 $76,000,000
ORIGINATION DATE: October 17,1997
INTEREST RATE: 6.9%
AMORTIZATION: Interest only until Effective Maturity
Date
HYPERAMORTIZATION: After the Effective Maturity Date, the
principal begins a 240 month
amortization, based on a monthly
payment of $584,674 and an interest
rate of 6.9% with interest accruing at
8.9%. All excess cash flow is used to
reduce the outstanding principal
balance; the additional 2% interest
accrues interest at the increased rate
and is deferred until the principal
balance is zero.
EFFECTIVE MATURITY May 1, 2008
DATE:
MATURITY DATE: May 1, 2028
BORROWER/SPONSOR: West Town Mall Joint Venture, a joint venture between the
Rodamco Group and the Simon DeBartolo Group, L.P.
CALL PROTECTION: Lockout through the date 3 years after
origination, with U.S. government
securities defeasance thereafter
through 6 months prior to the
Effective Maturity Date. Loan
prepayable at par after 6 months prior
to the Effective Maturity Date.
REMOVAL OF
PROPERTY MANAGER: Upon Event of Default
UP FRONT RESERVES: None
GENERAL MONTHLY
RESERVES: None
COLLECTION ACCOUNT: None until Effective Maturity Date.
Hard Lock Box thereafter.
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Single Asset
ASSET/PORTFOLIO:
PROPERTY TYPE: Regional Mall
LOCATION: Knoxville, Tennessee
YEAR 1972/1995 and present
BUILT/RENOVATED:
THE COLLATERAL: A five anchor super-regional mall,
with a total GLA of 1,336,901 S.F.,
mall store space of 381,626 S.F.,
878,695 S.F. of anchor stores and a
76,580 S.F. Regal Cinema scheduled to
be opened by Summer of 1998.
Collateral is 381,626 s.f. mall store
space and 382,743 s.f. of anchor
space, which includes the Regal Cinema
space.
Anchors include Dillard's, Sears,
Proffit's, J.C. Penney and Parisian.
The mall is located in a community of
mid -to high-income homes.
PROPERTY
MANAGEMENT: Simon DeBartolo Group, L.P.
PERCENT OF MALL
STORE SPACE LEASED
AS OF 2/12/98: 92%
1997 NET OPERATING
INCOME: $13,383,720
UNDERWRITABLE CASH
FLOW: $14,192,113
APPRAISED VALUE: $160,000,000
APPRAISED BY: Cushman & Wakefield
APPRAISAL DATE: October 17, 1997
CUT-OFF DATE AT EMD (1)
LOAN/UNIT: $99 $99
LTV: 47.5% 47.5%
DSCR: 2.71x(2) 2.71x(3)
MALL STORE SALES 1996 1997
---- ----
PSF(4): $325 $338
Notes: (1)Effective Maturity Date.
(2)Based on Underwritable Cash Flow and Actual Debt
Service.
(3)Based on Underwritable Cash Flow and recalculated Debt Service
assuming original financing terms and the EMD balance.
(4)Comparable Mall Store Sales.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
14
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
WEST TOWN MALL
<TABLE>
<CAPTION>
TEN LARGEST MALL STORES AND ANCHOR TENANTS BASED ON ANNUALIZED BASE RENT(1)
- --------------------------- ------------------------- ------------ ------------ ------------ ----------- --------------
% OF TOTAL ANNUALIZED
TENANT OR TENANT TENANT % OF TOTAL ANNUALIZED ANNUALIZED BASE
PARENT COMPANY STORE NAME GLA GLA BASE RENT BASE RENT RENT PER SF
- --------------------------- ------------------------- ------------ ------------ ------------ ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
The Limited, Inc. Lane Bryant 47,900 6.3% $975,228 6.9% $20.36
The Limited
Lerner New York
Victoria's Secret
Compagnie Int'l Express
The Gap, Inc. The Gap 18,663 2.4 460,494 3.2 24.67
Gap Kids
Banana Republic
Woolworth, Corp. Champs Sports 11,255 1.5 314,610 2.2 27.95
Foot Locker
Abercrombie and Fitch, Abercrombie and Fitch 10,804 1.4 216,080 1.5 20.00
Inc.
Time/Warner Warner Bros. Studio 6,503 0.8 162,575 1.1 25.00
Musicland, Inc. Sam Goody 6,006 0.8 162,162 1.1 27.00
Sports Seasons, Inc. Sports Seasons 5,735 0.8 154,845 1.1 27.00
Ann Taylor, Inc. Ann Taylor 5,796 0.8 144,900 1.0 25.00
Eddie Bauer, Inc. Eddie Bauer 5,960 0.8 143,040 1.0 24.00
Store of Knowledge, Inc. Store of Knowledge 4,647 0.6 139,410 1.0 30.00
---------- ---------- ------------ ---------- ----------
SUBTOTAL TEN LARGEST TENANTS 123,269 16.1% $2,873,347 20.2 $23.31
Remaining (excluding non-owned anchors) 228,446 29.9 6,383,770 45.0 27.81
Vacant Space 29,911 3.9 0 0.0 0.00
---------- ---------- ------------ ---------- ----------
SUBTOTAL (EXCLUDING NON-OWNED ANCHORS) 381,626 49.93% $9,257,117 65.22% $26.32(2)
Regal Cinemas, Inc. Regal Cinemas 76,580 10.0% $1,263,570 8.90% $16.50
Proffitt's Inc. Parisian 306,163 40.0 3,673,956 25.88 12.00
Proffitt's
---------- ---------- ------------ ---------- ----------
TOTAL (EXCLUDING NON-OWNED ANCHORS) 764,369 100.00% $14,194,643 100.00% $19.32(2)
========== ========== ============ ========== ==========
</TABLE>
- -------------------------------------------------------------------------------
Notes: (1) Based on the 2/12/98 rent roll.
(2) Does not include vacant and open expiration square footage.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
15
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
WEST TOWN MALL
<TABLE>
<CAPTION>
CREDIT RATING
OF PARENT ANCHOR-OWNED/ OPERATING 1997
COMPANY(1) COLLATERAL LEASE COVENANT REA SALES
ANCHORS PARENT COMPANY (S *&P/MOO GLA EXPIRATION(2) EXPIRATION(3) TERMINATION PSF
DY'S)
- ----------- ------------------- ---------------- -------- ------------ ------------- -------------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Proffitt's Proffitt's, Inc. BB/Ba2 162,885 Collateral 6/30/06(4) 7/15/04(5) NA $211
Parisian 143,278 Collateral 7/13/14(4) 7/13/09(6) NA 98
Sears Sears, Roebuck & A-/A2 182,140 Anchor-Owned NA 7/15/04(7) 7/15/44 N/A
Co.
Dillard's Dillard's Inc. A+/A2 243,110 Anchor-Owned NA 11/3/08(8) 7/15/44 N/A
J.C. J.C. Penney & Co. A/A2 147,282 Anchor-Owned NA 7/16/09(9) 7/15/44 N/A
Penney -------
TOTAL 878,695
=======
</TABLE>
<TABLE>
<CAPTION>
MALL STORE LEASE EXPIRATION SCHEDULE(10)
- -------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
NUMBER OF CUMULATIVE ANNUAL PERCENT OF PERCENT OF
LEASES EXPIRING PERCENT OF PERCENT OF ANNUALIZED BASE RENT TOTAL TOTAL BASE
YEAR OF EXPIRATION EXPIRING SF TOTAL TOTAL SF BASE RENT PER SF BASE RENT
SF(12) RENT(12)
- --------------------- ----------- ---------- ------------ ----------- ------------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Month-to-Month 1 1,050 0.2% 0.2% $48,510 $46.20 0.5% 0.5%
Vacant N/A 29,911 7.8 8.0 N/A N/A N/A N/A
1998 8 8,413 2.2 10.2 320,395 38.08 3.4 3.9
1999 9 18,529 4.9 15.1 495,544 26.74 5.3 9.3
2000 7 5,538 1.4 16.5 202,700 36.60 2.2 11.5
2001 5 3,960 1.1 17.6 146,131 36.90 1.6 13.1
2002 10 18,033 4.7 22.3 573,021 31.78 6.2 19.3
2003 8 36,768 9.6 32.0 579,825 15.77 6.3 25.5
2004 24 53,174 13.9 45.9 1,577,601 29.67 17.0 42.6
2005 27 73,617 19.3 65.2 2,053,996 27.90 22.1 64.8
2006 16 40,559 10.6 75.8 1,137,504 28.05 12.3 77.0
2007 9 36,033 9.4 85.3 880,653 24.44 9.5 86.5
2008 9 46,365 12.1 97.4 1,009,992 21.78 10.9 97.5
2009 2 9,676 2.6 100.0 231,240 23.90 2.5 100.0
--- ------- ---- --------- ----- ---
TOTAL/WEIGHTED AVG. 135 381,626 100% $9,257,117 $26.32(11) 100.0%
=== ======= ==== ========== ====== ======
</TABLE>
Notes: (1) Reflects long-term debt rating as of 4/7/98.
(2) Includes initial term and options identified in the lease.
(3) The expiration date of the covenant requiring the anchor store to
be open and operating (inclusive of current store name and other
store names) without taking into account co-tenancy or other
operating requirements.
(4) Based on the latest required term commencement date of the lease.
The actual commencement date and expiration date may be earlier.
(5) Proffitt's will operate provided retail department stores operate
under the following (1) Parisian or (2) J.C. Penney or such other
name.
(6) Parisian may terminate within 12 months if less than two of Sears,
J.C. Penney, Dillard and Profitt's are being operated. The
operating covenant is co-extensive with the shorter operating
covenant of either Dillard's or Profitt's.
(7) Sears must operate through 7/15/04 and must continue to operate for
an additional 5 years as long as (1) at least 65% of floor area of
Tenant's fronting the mall are operating, (2) at least 3 other
department stores are operating and (3) Developer is operating
shopping center.
(8) Operating covenant could also expire upon the date on which any
other Dept. Store's operating covenant expires. (9) JC Penney's
covenant also expires upon the following: (1) the last expiring or
relapsed operating covenant of other dept. store operators,
Parisian, Profitt's, or Sears, (2) any time in which both Parisian
and at least two of the other Department Stores operating under the
Dillard's, Profitt's' or Sears names are no longer open, or (3) any
time in which mall tenants in operation occupy less than 75% of the
net floor area of Developer Buildings
(10)Based on 2/12/98 rent roll.
(11)Excludes vacant space.
(12)Numbers may not total 100% due to rounding.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
16
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
MAGELLAN APARTMENT POOL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $75,500,000 $75,113,551
ORIGINATION DATE: October 24, 1997
INTEREST RATE: 7.28%
AMORTIZATION: 360 Months
HYPERAMORTIZATION: N/A
EFFECTIVE MATURITY N/A
DATE:
MATURITY DATE: November 1, 2007
BORROWER/SPONSOR: 11 separate special-purpose borrowing
entities, each controlled by the
Magellan Real Estate Investment Trust.
CALL PROTECTION: 2-year prepayment lockout from the
date of securitization, with U.S.
government securities defeasance
thereafter. Loan prepayable at par
beginning 3 months prior to the
Maturity Date.
REMOVAL OF PROPERTY
MANAGER: Management may be terminated (i) at
any time the DSCR for the trailing 12
months is less than 1.10x unless
Borrower deposits additional
collateral to enable the Loan to meet
the test, or (ii) based upon a
monetary Event of Default, a property
related non-monetary Eventy of
Default, or acceleration under the
Loan Documents, or (iii) for fraud,
gross negligence or willful misconduct.
UP FRONT RESERVES: Required repairs $241,775
GENERAL MONTHLY
RESERVES: 1/12 of Property Taxes and Insurance
and Capital Expenditure reserves of
$255 per unit per year.
COLLECTION ACCOUNT: "Sweep Account" whereby Borrower deposits gross
receipts promptly into a property account which is swept
regularly into a cash collateral account used to pay debt
service and establish the reserves listed above.
CROSS-COLLATERALIZATION/
DEFAULT: Cross-collateralized and
cross-defaulted
EARTHQUAKE Yes
INSURANCE:
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Portfolio
ASSET/PORTFOLIO:
PROPERTY TYPE: Multifamily
LOCATION: Location by Allocated Loan Amount:
Arizona 44.5% California 55.5%
YEAR Between 1980 and 1990
BUILT/RENOVATED:
THE COLLATERAL: 11 properties with 2,270 residential
units
PROPERTY
MANAGEMENT: Magellan Residential, L.L.C.
OCCUPANCY
(AS OF 2/25/98): 94%
1997 NET OPERATING
INCOME: $8,176,100
UNDERWRITABLE CASH
FLOW: $8,332,513
APPRAISED VALUE: $94,775,000
APPRAISED BY: CB Commercial Real Estate Services
APPRAISAL DATE: September 8 - September 22, 1997
CUT-OFF DATE AT MATURITY
LOAN/UNIT: $33,090 $29,211
LTV: 79.3% 70.0%
DSCR: 1.34x(1) 1.53x(2)
Notes: (1)Based on Underwritable Cash Flow and Actual Debt
Service.
(2)Based on Underwritable Cash Flow and recalculated Debt Service
assuming original financing terms and the EMD balance.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
17
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
MAGELLAN APARTMENT POOL
<TABLE>
<CAPTION>
PROPERTY SUMMARY TABLE
- --------------------------------------------------------------------------------------------------------------------------------
AVERAGE
MONTHLY
APPROX. AVERAGE RENT AVERAGE
RENTABLE UNIT PER ECONOMIC
MORTGAGED PROPERTY YEAR NUMBER AREA SIZE UNIT AS OCCUPANCY AS APPRAISED
PROPERTY LOCATION COMPLETED OF UNITS 1 BDR 2 BDR (SQ. FT.) (SQ. OF OF 2/28/98 VALUE
FT.) 12/31/97
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Acacia Park Los Angeles, CA 1989 320 128 192 290,880 909 $713 96.2% $18,300,000
Bradbury Los Angeles, CA 1987 136 34 94 104,380 768 568 94.0 4,750,000
Place(1)
Canterbury Phoenix, AZ 1986 348 140 208 246,052 707 520 94.5 13,750,000
Hills
Dobson Phoenix, AZ 1980 120 18 102 102,600 855 573 96.7 5,200,000
Springs
El Royale Los Angeles, CA 1990 98 36 62 83,664 854 617 91.9 3,500,000
Harbor Los Angeles, CA 1988 192 171 21 161,640 842 513 88.2 5,600,000
Grand
Las Palmas Phoenix, AZ 1982 106 52 54 83,968 792 540 94.8 3,725,000
Maryland Phoenix, AZ 1987 364 192 172 258,840 711 421 96.3 11,200,000
Meadows
Northwood Phoenix, AZ 1981 202 130 72 141,918 703 464 95.7 6,850,000
Village
Rancho Las Los Angeles, CA 1989 200 48 152 154,960 775 633 91.1 8,800,000
Brisas
Sea Bluffs San Diego, CA 1989 184 88 96 150,512 818 832 91.2 13,100,000
----- ----- ----- -------- --- --- ---- ----------
TOTAL/WEIGHTED AVERAGE 2,270 1,037 1,225 1,779,414 784 $572 94.0% $94,775,000
===== ===== ===== ========= === ==== ==== ===========
- --------------------------------------------------------------------------------------------------------------------------------
Note: (1) Bradbury Place Apartments contains 8 studios which are not listed, but are reflected in the totals.
</TABLE>
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
18
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
GLENBOROUGH POOL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $60,000,000(1) $59,465,982
ORIGINATION DATE: August 26, 1997
INTEREST RATE: 7.5%
AMORTIZATION: 300 Months(1)
HYPERAMORTIZATION: After the Effective Maturity Date,
interest rate increases to 9.5%. All
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest accrues
interest at the increased rate and is
deferred until the principal balance
is zero.
EFFECTIVE MATURITY October 1, 2007
DATE:
MATURITY DATE: October 1, 2022
BORROWER/SPONSOR: Glenborough Fund V, Limited
Partnership, which is a subsidiary of Glenborough Realty
Trust, Inc.
CALL PROTECTION: Prepayment lockout prior to September
12, 2000; thereafter prepayable with a
prepayment premium of the greater of:
(i) yield maintenance at U.S. Treasury
flat and (ii) 1% of the amount
prepaid. Loan prepayable at par
beginning on the Effective Maturity
Date. Property releases permitted
after lockout subject to certain
conditions generally including 125%.
REMOVAL OF
PROPERTY MANAGER: Management may be terminated (i) if
the DSCR for the 12 trailing months is
1.50x or less, unless Borrower
deposits additional collateral to
enable the Loan to meet the DSCR test;
or (ii) upon an Event of Default under
the Loan
UP FRONT RESERVES: None. Borrower obligation to perform
required repairs is guaranteed by
Glenborough Realty Trust, Inc.
GENERAL MONTHLY
RESERVES: Required only in the Event of Default
or Debt Service Coverage Failure.
1/12 of Property Taxes and Insurance,
Capital Expenditures and TI costs.
COLLECTION ACCOUNT: Springing Lock-Box
CROSS-COLLATERALIZATION/
DEFAULT: Cross-collateralized and
cross-defaulted
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Portfolio
ASSET/PORTFOLIO:
PROPERTY TYPE: 10 Properties: 5 Office Buildings, 4
Industrial/Flex, 1 Multifamily
Apartment Building.
LOCATION: Location by Allocated Loan Amount:
Massachusetts 22.3%
California 25.1%
Minnesota 18.0%
Arizona 10.2%
Missouri 8.7%
Florida 7.2%
Virginia 8.5%
YEAR See Property Description Table
BUILT/RENOVATED:
THE COLLATERAL: 5 office properties totaling 677,486
square feet, 4 industrial and flex
properties totaling 459,019 square
feet and 1 apartment property of 224
units located in 7 states.
PROPERTY
MANAGEMENT: Glenborough Realty Trust, Inc.
AVERAGE OCCUPANCY
(AS OF 12/31/97): 98%
1997 NET OPERATING
INCOME: $11,947,012
UNDERWRITABLE CASH
FLOW: $10,254,023
APPRAISED VALUE: $115,900,000
APPRAISED BY: Various
APPRAISAL DATE: Between May 1997 and June, 1997
CUT-OFF DATE AT EMD(2)
LOAN/SF: $52 $43
LTV: 51.3% 42.0%
DSCR: 1.93x(3) 2.37x(3)
Notes: (1)Loan Balance and Amortization Term was $59,862,783
and 298 months respectively as of the December,
1997 Loan modification date
(2)Effective Maturity Date
(3)Based on Underwritable Cash Flow and Actual Debt
Service.
(4)Based on Underwritable Cash Flow and recalculated Debt service
assuming original financing terms and the EMD balance.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
19
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
GLENBOROUGH POOL
<TABLE>
<CAPTION>
PROPERTY SUMMARY TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED
BASE RENT
PSF/PER
ALLOCATED YEAR DECEMBER UNIT PRIMARY TENANTS
LOAN TOTAL BUILT/ 31, 1997 UNDERWRITABLE DECEMBER WITH
PROPERTY NAME LOCATION AMOUNT SF/UNITS RENOVATED OCCUPANCY CASH FLOW 31, 1997 15,000 SF
DECEMBER 31, 1997
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
OFFICE
Centerstone Plaza Irvine, CA $14,965,606 157,579 1987 97.2% $2,309,048 $23.72 St. Joseph's
Hospital (2006)
Great Offices
(2003),
Riverview Office Bloomington, MN 10,703,877 227,346 1973 98.3 2,000,490 11.46 Health Systems
Tower Integration (2001)
Westford Corporate Westford, MA 5,351,938 163,247 1985 100.0 861,787 8.73 Cascade
Center Communication
(1999)
Sentry Insurance
(1999)
700 South Washington Alexandria, VA 5,054,608 56,348 1989 100.0 1,052,008 23.33 Sutton Place
Gourmet Market
(2004), Ollif and
Berridge (2000)
Woodlands Plaza II Maryland Heights, 2,775,079 72,966 1983 97.6 457,592 16.14 No tenants with
MO more than 15,000
sf
OFFICE
SUBTOTAL/WEIGHTED $38,851,108 677,486 98.5% $6,680,925 $15.14
AVG.
FLEX/INDUSTRIAL
Southworth-Milton Milford, MA 4,955,499 146,125 1989 100.0 838,359 6.72 Southworth-Milton,
Inc. (1999)
Lakepoint I, II, III Orlando, FL 4,261,729 135,032 1985 93.8 764,302 9.50 Flying Food Group
(1998)
Attorney's Title
Insurance (1998)
Fisher Pierce Weymouth, MA 2,973,299 79,825 1988 100.0 528,414 7.45 Pacific
Scientific-Fisher
Pierce (2002)
Woodlands Tech Center Maryland Heights, 2,378,639 98,037 1986 100.0 457,290 8.40 Teleport
MO Communications
(2006)
FLEX/INDUSTRIAL $14,569,166 459,019 98.2% 2,588,365 8.02
SUBTOTAL/WEIGHTED
AVG.
MULTIFAMILY
Overlook Apartments Scottsdale, AZ 6,045,708 224 1987 97.0 984,734 7,282 Average unit size
is 839 SF
TOTAL/WEIGHTED AVERAGE $59,465,982 1,136,505 $10,254,024
=========== ========= ===========
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
20
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
GLENBOROUGH POOL
<TABLE>
<CAPTION>
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
- ----------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
% OF ANNUALIZED ANNUALIZED BASE
TENANT NAME PROPERTY TENANT GLA TOTAL GLA BASE RENT BASE RENT RENT PER SF
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
St. Joseph's Hospital Centerstone 33,432 2.9% $1,086,012 8.0% $32.48
Health Systems Riverview Office Tower 87,311 7.7 1,003,628 7.4 11.49
Integration
Southworth-Milton, Inc. Southworth -Milton 146,125 12.9 981,733 7.2 6.72
Sentry Insurance Westford Corporate 81,632 7.2 938,768 6.9 11.50
Pacific Fisher Pierce 79,825 7.0 594,696 4.4 7.45
Scientific-Fisher
Pierce
Sutton Place Gourmet 700 South Washington 21,222 1.9 570,396 4.2 26.88
Cascade Communications Westford Corporate 81,615 7.2 486,535 3.6 5.96
Oliff & Berridge 700 South Washington 20,861 1.8 469,808 3.5 22.52
Attorney's Title Lake Point I, II, III 27,360 2.4 398,067 2.9 14.55
Insurance
Great Offices, Inc. Centerstone 15,265 1.3 314,337 2.3 20.59
------ ------- ------- ------ -----
SUBTOTAL TEN LARGEST TENANTS 594,648 52.3 $6,843,980 50.4 11.51
Remaining 523,372 46.1 49.6 12.89
6,747,591
Vacant Tenants 18,485 1.6 -- 0.0 --
-------- ----- ----------- ----- ----
TOTAL/WEIGHTED AVERAGE 1,136,505 100.0% $13,591,570 (2) 100.0% $12.16 (1)
========= ===== ============= ===== ======
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
OFFICE/INDUSTRIAL LEASE EXPIRATION SCHEDULE(3)
- ----------------------------------------------------------------------------------------------------------------------
CUMULATIVE
NUMBER OF CUMULATIVE ANNUAL PERCENT PERCENT OF
LEASES EXPIRING PERCENT PERCENT OF ANNUALIZED BASE RENT OF TOTAL TOTAL
EXPIRATION YEAR EXPIRING SF OF TOTAL SF BASE RENT PER SF BASE RENT BASE RENT
TOTAL SF
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant 5 18,485 1.6% 1.6% $ $ 0.0% 0.0%
Month-to-Month 4 24,398 2.2 3.8 295,511 12.11 2.2 2.2
Not Paying
Rent/Free Rent 4 6,971 0.6 4.4 - - 0.0 2.2
Period
1998 23 103,429 9.1 13.5 1,297,155 12.54 9.5 11.7
1999(4) 27 381,215 33.5 47.0 3,450,993 9.05 25.4 37.1
2000 30 115,363 10.1 57.2 1,694,188 14.69 12.5 49.6
2001 17 167,710 14.8 71.9 1,902,209 11.34 14.0 63.6
2002 15 155,160 13.6 85.6 1,526,638 9.84 11.2 74.8
2003 3 30,792 2.7 88.3 666,105 21.63 4.9 79.7
2004 4 33,277 2.9 91.2 755,847 22.71 5.6 85.3
2005 3 4,125 0.4 91.6 73,648 17.85 0.5 85.8
2006 4 61,945 5.5 97.0 1,351,667 21.82 9.9 95.8
2007 2 33,635 3.0 100.0 577,604 17.17 4.2 100.0
--- -------- ------- ------- ----- -------
TOTAL/WEIGHTED
AVERAGE 141 1,136,505 100.0% $13,591,570(2) $12.16(1) 100.0%
=== ========= ====== =========== ====== ======
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes: (1) Excludes vacant space of 18,485 square feet.
(2) Excludes Overlook Apartments rental income. Total potential rental
income for Overlook Apartments is $1,729,988.
(3) Based on the 12/31/97 rent roll.
(4) 1999 expirations includes Southworth-Milton Inc., with 146,125
square feet.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
21
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
EQR APARTMENT POOL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $50,000,000 $50,000,000
ORIGINATION DATE: April 1, 1998.
INTEREST RATE: 6.79%
AMORTIZATION: Interest only until EMD.
HYPERAMORTIZATION: After the Effective Maturity Date, the
principal begins a 240 month
amortization based on an interest rate
of 6.79%. After the Effective
Maturity Date, interest rate increases
to 8.79%. All excess cash flow is
used to reduce the outstanding
principal balance; the additional 2%
interest accrues interest at the
increased rate and is deferred until
the principal balance is zero.
EFFECTIVE MATURITY April 1, 2008.
DATE:
MATURITY DATE: April 1, 2028.
BORROWER/SPONSOR: EQR-Flatlands, L.L.C., a
special-purpose borrowing entity,
controlled by Equity Residential
Properties Trust.
CALL PROTECTION: 2-year lockout from the date of
securitization, with U.S. government
securities defeasance thereafter. Loan
prepayable at par beginning 3 months
prior to the Effective Maturity Date.
SUBSTITUTION: Substitution of properties permitted
subject to certain conditions.
REMOVAL OF
PROPERTY MANAGER: Management may be terminated (i) upon an Event
of Default under the Loan Documents and Lender's taking
possession of the related Property or (ii) based upon
manager's gross negligence, fraud or willful misconduct.
UP FRONT RESERVES: Deferred Maintenance: $98,925
GENERAL MONTHLY
RESERVES: 1/12 of Property Taxes and Insurance
and Capital Expenditure reserves of
$275 per unit per year. Funded by a
letter of credit in lieu of cash.
COLLECTION ACCOUNT: "Sweep Account" whereby Borrower deposits gross
receipts promptly into a property account which is swept
regularly into a cash collateral account used to
establish the reserves listed above, to the extent not
funded by a letter of credit.
CROSS-COLLATERALIZATION/
DEFAULT: Cross-collateralized and
cross-defaulted
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Portfolio
ASSET/PORTFOLIO:
PROPERTY TYPE: Multifamily
LOCATION: Location by Underwritable Net Cash
Flow:
Wisconsin 55.6%
Minnesota 27.3%
Illinois 17.1%
YEAR See Property Description Table
BUILT/RENOVATED:
THE COLLATERAL: 5 properties totaling 1,371
residential units. Two and three
story Class A garden apartments in
upper-middle class suburban locations
Large units with amenities including pools, tennis
courts, weight and aerobic rooms.
PROPERTY Equity Residential Properties
MANAGEMENT: Management Limited Partnership
AVERAGE OCCUPANCY
(AS OF DECEMBER 31,
1997): 94%
1997 NET OPERATING
INCOME: $7,775,231
UNDERWRITABLE CASH
FLOW: $7,855,798
APPRAISED VALUE: $100,650,000
TO BE APPRAISED BY: Cushman & Wakefield
APPRAISAL DATE: Between February 20, and February 27,
1998
CUT-OFF DATE AT EMD(1)
LOAN/UNIT: $36,470 $36,470
LTV: 49.7% 49.7%
DSCR: 2.28x(2) 2.28x(3)
Notes: (1) Effective Maturity Date.
(2) Based on Underwritable Cash Flow and
Actual Debt Service.
(3) Based on Underwritable Cash Flow and recalculated Debt
Service assuming original financing terms and the EMD
balance.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
22
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
EQR APARTMENT POOL
<TABLE>
<CAPTION>
PROPERTY SUMMARY TABLE
- -----------------------------------------------------------------------------------------------------------------------------
AVERAGE
APPROX. MONTHLY
RENTABLE AVERAGE RENT PER ECONOMIC
MORTGAGED PROPERTY YEAR NUMBER AREA UNIT UNIT AS OCCUPANCY AS APPRAISED
PROPERTY LOCATION COMPLETED OF 1 BDR 2 BDR (SQ. FT.) SIZE OF OF 12/31/97 VALUE
UNITS (SQ. 12/31/97
FT.)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Gates at Minnetonka,
Carlson MN 1989 435 243 192 396,300 911 $ 851(2) 95.6% $29,300,000
Center
GlenGarry Bloomingdale, 1989 250 156 94 215,098 860 966 93.2 18,600,000
Club IL
Plum Tree Hales
I, II, III Corner, 1989 332 64 268 355,074 1,070 867 93.2 23,750,000
WI
Ravinia Greenfield, 1991 206 42 164 219,932 1,068 838 94.0 13,500,000
WI
Woodlands of Brookfield,
Brookfield WI 1990 148 0 148 185,320 1,252 1,265 93.7 15,500,000
------ ---- --- --------- ----- ------- ---- --------------
TOTAL/WEIGHTED AVERAGE 1,371 505 866 1,371,724 1,001 $ 935 94.1% $100,650,000
====== === === ========== ===== ====== ===== ============
- -------------------------------------------------------------------------------------------------------------------------------
Notes: (1)GlenGarry Club's Average Monthly Rent Per Unit is derived from annualizing 11 months 1997 actual rents.
(2)Average Monthly Rent per Unit is based on the 11/13/97 rent roll.
</TABLE>
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
23
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
CHARLESTOWNE MALL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL $50,000,000 $49,914,616
BALANCE(1):
ORIGINATION DATE: February 25, 1998
INTEREST RATE(1): 7.73%
AMORTIZATION: 360 months
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate
increases to 9.73%. All excess cash flow is used to
reduce the outstanding principal balance; the additional
2% interest accrues at the increased rate and is deferred
until the principal balance is zero.
EFFECTIVE MATURITY March 1, 2005
DATE:
MATURITY DATE: March 1, 2028
BORROWER/SPONSOR: Charlestowne Mall, L.L.C., a
wholly-owned subsidiary of Wilmorite,
Inc., Ivanhoe, Inc. and their
affiliates.
CALL PROTECTION: 2-year prepayment lockout from the
date of securitization with U.S.
Treasury defeasance thereafter. Loan
prepayable at par beginning 3 months
prior to the Effective Maturity Date.
REMOVAL OF
PROPERTY MANAGER: Management may be replaced by Lender (i) if at
any time the trailing twelve month DSCR <1.10x, (ii) upon
an Event of Default under the loan or (iii) for gross
negligence, willful misconduct or fraud.
UP FRONT RESERVES: Required Repair Fund: $241,313
Tenant Rollover/Remerchandising
Reserve Fund: $2,000,000
Theater Construction Reserve: Borrower
has escrowed $5,720,000 to be
released, among other events, upon
commencement of the cinema lease.
GENERAL MONTHLY
RESERVES: 1/12 of Property Taxes and Insurance,
Capital Reserves of $0.18/SF and Tenant Rollover Reserves
of $1.79/SF (mall store space only).
COLLECTION ACCOUNT: Hard Lock-Box
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: $10,000,000. Currently held by Morgan
Stanley Mortgage Capital Inc.
PROPERTY INFORMATION
SINGLE Single Asset
ASSET/PORTFOLIO:
PROPERTY TYPE: Retail
LOCATION: St. Charles, Illinois
YEAR 1991, new theater construction in 1998
BUILT/RENOVATED:
THE COLLATERAL: 2-story, 4-anchor regional mall, with
a total GLA of 822,318 S.F., including
mall store space of 331,215 S.F.,
419,603 S.F. of anchor stores and a
71,500 S.F. Regal Cinema Theater with
an expected opening date of April
1999. Collateral is 742,318 S.F.
Anchors include Carson Pirie Scott & Co., JC Penney,
Sears, and Kohl's.
PROPERTY Genesee Management, Inc., an affiliate
MANAGEMENT: of Wilmorite.
PERCENT OF MALL 78%
STORE SPACE LEASED
AS OF 3/19/98:
1997 NET OPERATING
INCOME: $6,931,959
UNDERWRITABLE CASH $7,306,601
FLOW:
APPRAISED VALUE: $86,600,000
APPRAISED BY: Landauer Associates, Inc.
APPRAISAL DATE: April 1, 1998
CUT-OFF DATE AT EMD(2)
LOAN/SF: $67 $63
LTV: 57.6% 53.8%
DSCR: 1.70x(3) 1.83x(4)
1996 1997
MALL STORE SALES $213 $205
PSF(5):
Notes: (1) Upon the permitted amendment to the loan.
(2) Effective Maturity Date.
(3) Based on Underwritable Cash Flow and Actual Debt
Service.
(4) Based on Underwritable Cash Flow and recalculated Debt service
assuming original financing terms and the EMD balance.
(5) Comparable Mall Store Sales.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
24
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
CHARLESTOWNE MALL
<TABLE>
<CAPTION>
TEN LARGEST MALL STORE TENANTS AND ANCHOR LEASES BASED ON
ANNUALIZED BASE RENT BY PARENT COMPANY(1)
- --------------------------------------------------------------------------------------------------------------------
% OF TOTAL
% OF ANNUALIZED ANNUALIZED
TENANT OR TENANT TENANT TOTAL ANNUALIZED BASE BASE RENT
PARENT COMPANY STORE NAME GLA GLA(2) BASE RENT RENT(2) PER SF
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Limited Inc. Limited 41,414 12.5% $733,370 12.1% $17.71
Limited Express
Victoria's Secret
Lane Bryant
Lerner New York
Woolworth Corp. Afterthoughts 11,474 3.5 393,992 6.5 34.34
Footlocker (2)
Lady Footlocker
Champs
The Gap, Inc. The Gap 9,366 2.8 243,516 4.0 26.00
Gap Kids
Casual Corner Group Inc. Casual Corner 8,125 2.5 162,500 2.7 20.00
Petite
Sophisticates
Waves Waves 4,789 1.4 153,248 2.5 32.00
Trans World Entertainment Group Record Town 2,864 0.9 108,832 1.8 38.00
The Children's Place The Children's 4,222 1.3 105,550 1.7 25.00
Place
Contempo Casuals Contempo Casuals 3,192 1.0 105,336 1.7 33.00
Foot Star, Inc. Footaction 9,304 2.8 93,040 1.5 10.00
Brown Group, Inc. Famous Footwear 5,035 1.5 90,630 1.5 18.00
------- ----- --------- ------ ------
SUBTOTAL TEN LARGEST TENANTS 99,785 30.1 2,190,014 36.2 21.95
Remaining (excluding non-owned 153,103 47.4 3,646,043 61.5 23.81
anchors)
Vacant Space & Leases out for 78,327 22.4 213,213 2.3 --
------- ------ -------- -------- ------
Signature(2)
TOTAL (EXCLUDING NON-OWNED 331,215 100.0% $6,049,269 100.0% $23.01(4)
======= ===== ========== ===== ======
ANCHORS)
Proffitt's, Inc. Carson Pirie Scott 141,808 789,864
JC Penney Co., Inc. JC Penney 99,567 502,152
Sears Roebuck Sears 98,228 337,904
------- ----------
TOTAL (INCLUDING NON-OWNED 670,818 $7,679,189
======= ==========
ANCHORS)
- ---------------------------------------------------------------------------------------------------------------------
Notes: (1) Data based on the 3/19/98 lease status report and applicable lease modifications.
(2) Numbers may not total 100% due to rounding.
(3) Annualized based rent includes underwritable temporary tenant income.
(4) Total annual base rent per square foot excludes vacant square footage and underwritable temporary
tenant rent.
</TABLE>
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
25
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
CHARLESTOWNE MALL
<TABLE>
<CAPTION>
CREDIT RATING ANCHOR-OWNED/ OPERATING 1997
PARENT OF PARENT COLLATERAL LEASE COVENANT REA SALES
ANCHORS COMPANY COMPANY GLA EXPIRATION EXPIRATION TERMINATION PSF(2)
(S&P/MOODY'S)(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Carson Pirie Proffitt's, BB+/Baa3 141,808 Collateral 1/31/2007 8/15/2006 N/A $152(4)
Scott & Co. Inc.
JC Penney JC Penney A/A2 99,567 Collateral 5/31/2007(3) 5/31/2007(3) N/A 90
Co., Inc.
Sears Sears A-/A2 98,228 Collateral 4/4/2011 8/15/2006(3) N/A 111(4)
Roebuck &
Co.
Kohl's Kohl's BBB/Baal 80,000 Anchor-owned N/A 8/15/2006 12/31/2042 N/A
Dept. Stores
</TABLE>
<TABLE>
<CAPTION>
MALL STORE LEASE EXPIRATION SCHEDULE(5)
- ----------------------------------------------------------------------------------------------------------------------
NUMBER OF CUMULATIVE ANNUAL PERCENT OF CUMULATIVE
LEASES EXPIRING PERCENT OF PERCENT OF ANNUALIZED BASE RENT TOTAL PERCENT OF
YEAR EXPIRATION EXPIRING SF TOTAL SF TOTAL SF BASE RENT PER SF BASE RENT TOTAL BASE
RENT
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant(6) 1 74,327 22.4% 22.4% $137,213 $ 1.85 2.3% 2.3%
1998 6 8,191 2.5 24.9 137,780 16.82 2.3 4.5
1999 4 2,463 0.7 25.7 96,678 39.25 1.6 6.1
2000 1 984 0.3 26.0 33,000 33.54 0.5 6.7
2001 34 73,175 22.1 48.0 1,944,699 26.58 32.1 38.8
2002 17 35,672 10.8 58.8 896,869 25.14 14.8 53.7
2003 18 35,907 10.8 69.7 986,454 27.47 16.3 70.0
2004 4 11,035 3.3 73.0 219,005 19.85 3.6 73.6
2005 4 8,685 2.6 75.6 174,470 20.09 2.9 76.5
2006 4 15,602 4.7 80.3 215,050 13.78 3.6 80.0
2007 5 37,770 11.4 91.7 667,540 17.67 11.0 91.1
2008(7) 8 22,369 6.8 98.5 373,882 20.11 7.4 98.5
2009 1 5,035 1.5 100.0 90,630 18.00 1.5 100.0
------ -------- -------- ----------- ----- -----
TOTAL 107 331,215 100.0% $6,049,269 $23.01(8) 100.0%
=== ======= ===== ========== =====
</TABLE>
- -------------------------------------------------------------------------------
Notes: (1) Reflects long-term debt rating as of 4/7/97.
(2) Information is basely solely upon the figures provided by the
Charlestowne Mall Borrower from data provided by tenants.
(3) Based on the borrower-identified opening date of store.
(4) Sears and JC Penney 1997 Sales are based on the sales reporting
periods of 5/1/96 - 4/30/97 and 6/1/96 - 5/31/97 respectively.
(5) Data based on the 3/19/98 lease status report and applicable lease
modifications.
(6) Includes temporary tenant income.
(7) Includes JJ Finnigan's lease which is expected to be fully executed
by May 31, 1998.
(8) Total annual base rent per square foot excludes vacant square
footage and temporary tenant rent.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
26
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
RAMCO-GERSHENSON POOL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $50,000,000 $49,761,281
ORIGINATION DATE: November 26, 1997
INTEREST RATE: 6.83%
AMORTIZATION: 360 Months
HYPERAMORTIZATION: After the Effective Maturity Date,
interest rate increases to 8.83%. All
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest accrues
interest at the increased rate and is
deferred until the principal balance
is zero.
EFFECTIVE MATURITY December 1, 2007
DATE:
MATURITY DATE: December 1, 2027
BORROWER/SPONSOR: Ramco-Gershenson Properties Associates Limited
Partnership, a special purpose borrowing entity owned and
controlled by Ramco-Gershenson Properties Trust.
CALL PROTECTION: 2-year lockout from the date of
securitization, with U.S. government
securities defeasance thereafter.
Loan prepayable at par beginning on
the Effective Maturity Date.
SUBSTITUTION: Property substitution permitted
subject to certain conditions.
REMOVAL OF PROPERTY
MANAGER: Management may be terminated: (i) upon
an Event of Default under the Loan;
(ii) if the Debt Service Coverage
Ratio drops below 1.2x unless Borrower
deposits additional collateral to
enable the Loan to meet the DSCR test
or (iii) based upon manager's fraud,
gross negligence or willful
misconduct.
REQUIRED REPAIRS: $496,125
GENERAL MONTHLY
RESERVES: 1/2 of Property Taxes and Insurance
and Capital Reserves equal to $0.15
per square foot annually, not to
exceed $0.30 per square foot in the
aggregate at any time.
COLLECTION ACCOUNT: Hard Lock-Box
CROSS-COLLATERALIZATION/
DEFAULT: Cross-collateralized and
cross-defaulted
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Portfolio
ASSET/PORTFOLIO:
PROPERTY TYPE: 7 Community Shopping Centers
LOCATION: Location by Allocated Loan Amount:
Tennessee 24.3%
Wisconsin 26.3%
Ohio 14.7%
S. Carolina 17.0%
N. Carolina 12.3%
Michigan 5.3%
YEAR Between 1977 and 1996.
BUILT/RENOVATED: See Property Description Table
THE COLLATERAL: 7 Community and neighborhood retail
shopping centers encompassing total
GLA of 1,414,633 S.F.
Anchors include: Wal-Mart, K-Mart,
Builders Square, Belks, Goody's,
Ingles, Food Lion and Kohl's.
PROPERTY
MANAGEMENT: Affiliate of Ramco-Gershenson
Properties Trust
AVERAGE OCCUPANCY
(AS OF 2/18/98): 99%
1997 NET OPERATING
INCOME: $8,921,060
UNDERWRITABLE CASH
FLOW: $7,846,323
APPRAISED VALUE: $77,000,000
APPRAISED BY: Joseph J. Blake
APPRAISAL DATES: Between August, 1997 and October, 1997
CUT-OFF DATE AT EMD(1)
LOAN/SF: $35 $31
LTV: 64.6% 56.4%
DSCR: 2.00(2)x 2.30(3)x
Notes: (1) Effective Maturity Date
(2) Based on Underwritable Cash Flow and Actual Debt
Service.
(3) Based on Underwritable Cash Flow and recalculated
Debt service assuming original financing terms and the EMD balance.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
27
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
RAMCO-GERSHENSON POOL
<TABLE>
<CAPTION>
PROPERTY SUMMARY TABLE
- ----------------------------------------------------------------------------------------------------------------------------
CUT-OFF
DATE ANNUALIZED
ALLOCATED OCCUPANCY BASE RENT PRIMARY TENANTS WITH
PROPERTY LOAN TOTAL YEAR AS OF UNDERWRITABLE PSF 15,000 SF
NAME LOCATION AMOUNT SF/UNITS BUILT/ 2/18/98 CASH FLOW 2/18/98 2/18/98
RENOVATED
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
West Allis West Allis, $13,159,000 329,407 1987 98.9% $2,059691 $7.08 Kmart (2012)
Town Center Wisconsin Builders Square (2007)
Kohls (2008)
Northwest Knoxville, 8,552,000 260,707 1989 98.6 1,335,199 5.90 Wal-Mart (2009)
Crossing Tennessee Ingles Food Market
Shopping (2010)
Goody's (1999)
Taylors Greenville, 8,517,000 243,484 1989/1995 98.2 1,330,935 5.83 Wal-Mart (2008)
Square South Belks Dept Store (2003)
Carolina Goody's (1999)
The Troy Troy, Ohio 7,350,000 154,437 1996 96.6 1,172,694 8.75 Country Mkt Grocery
Town Center (2011)
Stage Dept. Store
(2000)
Sears Hardware Store
(2006)
Ridgeview Elkin, 6,146,000 211,524 1989 99.3 950,023 5.19 Wal-Mart (2009)
Crossing North Ingles Supermarket
Shopping Carolina (2009)
Belks Dept. Store
(2009)
Stonegate Kingsport, 3,622,000 138,490 1984 100.0 581,298 5.07 Wal-Mart (2009)
Plaza Tennessee Food Lion (2004)
The Fraser Fraser, 2,654,000 76,584 1977 97.4 416,481 5.05 Oak Ridge Market (2002)
Shopping Michigan Rite Aid (2001)
Center _________ _________ _________ _________ __________
TOTAL/
WEIGHTED
AVERAGE: $50,000,000 1,414,633 98.6% $7,846,323 $6.23
=========== ========= ==== ========== =====
</TABLE>
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
28
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
RAMCO-GERSHENSON POOL
<TABLE>
<CAPTION>
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
- ---------------------------------------------------------------------------------------------------------------------
% OF % OF TOTAL ANNUALIZED
TENANT OR TENANT NO. OF TENANT TOTAL ANNUALIZED ANNUALIZED BASE RENT
PARENT COMPANY (1) STORE NAME STORES GLA (SF) GLA(2) BASE RENT BASE RENT(2) PER SF
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wal-Mart Stores, Inc. Wal-Mart 4 485,187 34.3% $2,432,653 28.0% $5.01
K-Mart Corporation K-Mart/Builders 2 166,479 11.8 940,435 10.8 5.65
Square
Kohl's Food Stores, Inc. Kohl's 1 49,995 3.5 490,951 5.7 9.82
Goody's Family Clothing Goody's 2 70,100 5.0 429,350 4.9 6.12
Stores, Inc.
Country Market Country Market 1 40,000 2.8 270,000 3.1 6.75
Ingles Markets, Ingles 2 75,000 5.3 263,880 3.0 3.52
Incorporated
Belk's Belk Dept. 2 4.8 201,512 2.3 2.98
Store 67,581
Fred W. Uhlman & Co. Stage 1 24,000 1.7 179,760 2.1 7.49
Sears & Roebuck Sears Hardware 1 21,000 1.5 178,500 2.1 8.50
Dollar Tree Dollar Tree 4 14,982 1.1 155,581 1.8 10.38
--- ---------- ----- ----------- ----- -----
SUBTOTAL TEN LARGEST TENANTS 20 1,014,324 71.7% $5,542,621 63.8% $5.46
Other Major Tenants (more than 5,000 SF) 239,873 17.0 1,651,313 19.0 6.88
Remaining Tenants 140,129 9.9 1,497,942 17.2 10.69
Vacant Space 1.4 0.0 0
------ ------- ----------- --- -----
20,307 0
------ -
TOTAL/WEIGHTED AVERAGE 1,414,633 100.0% $8,691,875 100.0% $6.23(3)
========= ===== ========== =====
</TABLE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE
- -----------------------------------------------------------------------------------------------------------------------
PERCENT CUMULATIVE
NUMBER OF PERCENT CUMULATIVE ANNUALIZED OF TOTAL PERCENT OF
EXPIRATION YEAR LEASES OF PERCENT OF ANNUALIZED BASE RENT BASE TOTAL BASE
EXPIRING EXPIRING SF TOTAL TOTAL SF BASE RENT PER SF RENT(2) RENT
SF(2)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant 8 20,307 1.4% 1.4% $ - $ - 0.0% 0.0%
1998 11 22,340 1.6 3.0 218,852 9.80 2.5 2.5
1999 23 125,687 8.9 11.9 1,011,181 8.05 11.6 14.1
2000 17 58,339 4.1 16.0 574,753 9.85 6.6 20.8
2001 22 107,719 7.6 23.6 844,754 7.84 9.7 30.5
2002 11 63,232 4.5 28.1 403,789 6.39 4.7 35.1
2003 14 84,050 5.9 34.1 577,058 6.87 6.6 41.8
2004 4 57,261 4.1 38.1 366,321 6.40 4.2 46.0
2005 0 0 0.0 38.1 0 0 0.0 46.0
2006 1 21,000 1.5 39.6 178,500 8.50 2.0 48.0
2007 2 89,856 6.3 45.9 552,026 6.14 6.4 54.4
2008 2 183,619 13.0 58.9 1,193,813 6.50 13.7 68.1
2009 6 411,744 29.1 88.0 1,889,314 4.59 21.7 89.9
2010 1 43,000 3.0 91.1 135,880 3.16 1.6 91.4
2011 1 40,000 2.8 93.9 270,000 6.75 3.1 94.5
2012 1 86,479 6.1 100.0 475,635 5.50 5.5 100.0
--- ----------- ------ ------------ ------- -------
TOTAL/WEIGHTED 124 1,414,633 100.0% $8,691,875 $6.23(3) 100.0%
AVERAGE === ========= ===== ========== ===== =====
- -----------------------------------------------------------------------------------------------------------------------
Notes: (1) The parent company may not be the obligor under the applicable lease.
(2) Numbers may not total 100% due to rounding.
(3) Excludes vacant space.
</TABLE>
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
29
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
COURTHOUSE PLAZA I
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $48,900,000 $48,704,653
ORIGINATION DATE: December 11, 1997
INTEREST RATE: 7.19%
AMORTIZATION: 360 Months
HYPERAMORTIZATION: After the Effective Maturity Date,
interest rate increases to 9.19%. All
excess cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest accrues
interest at the increased rate and is
deferred until the principal balance
is zero.
EFFECTIVE MATURITY January 1, 2008
DATE:
MATURITY DATE: January 1, 2028
BORROWER/SPONSOR: Courthouse Plaza I Associates Limited
Partnership, a single purpose
bankruptcy-remote entity whose general
partner is Courthouse Plaza LLC, which
includes Mr. Robert H. Smith and Mr.
Robert P. Kogod as equity members. Mr.
Smith and Mr. Kogod, who are also
limited partners of the Borrower, are
principals of the Charles E. Smith
Companies.
CALL PROTECTION: 3-year prepayment lockout from the
date loan closed, with U.S. government
securities defeasance thereafter. Loan
prepayable at par beginning 3 months
prior to the Effective Maturity Date.
REMOVAL OF
PROPERTY MANAGER: Management may be replaced by Lender
upon (i) an Event of Default and
acceleration under the Loan Documents,
(ii) if DSCR <1.10x, unless Borrower
provides additional collateral to
enable the Loan to meet the DSCR test,
or (iii) if Lender determines property
is not managed in accordance with
generally accepted managing practices
and manager fails to cure or undertake
to cure within 30 days.
UP FRONT RESERVES: Repair Fund: $18,750
GENERAL MONTHLY
RESERVES: 1/12 of Property Taxes and Insurance,
Capital Reserves equal to $11,358.04
and Tenant Rollover Reserves, equal to
$2 per s.f. annually up to a maximum
of $1,600,000.
COLLECTION ACCOUNT: Hard Lock-Box, however, Borrower retains control
of Lock-Box funds unless DSCR declines below 1.10x, Loan
Default or at Effective Maturity Date. Borrower regains
control if DSCR remains above 1.20x for 12 months.
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Single Asset
ASSET/PORTFOLIO:
PROPERTY TYPE: Class A Office and Movie Theatre
LOCATION: Arlington, Virginia
YEAR 1988
BUILT/RENOVATED:
THE COLLATERAL: Leasehold interest in a 14-story
office building and a 3-story, 8
screen movie theatre; 349,778 total
square feet.
Tenants Include: Arlington County
Board (which is the fee owner), AMC
Theatres, Anadac and Ceridian
Corporations.
PROPERTY
MANAGEMENT: Charles E. Smith Real Estate Services,
L.P.
PERCENT OF SPACE
LEASED (1/30/98) 97%
1997 NET OPERATING
INCOME: $6,051,538
UNDERWRITABLE CASH
FLOW: $5,910,161
CALCULATED VALUE AT $69,100,000
AN 9.25% CAP RATE
ON UNDERWRITABLE
NOI:
CUT-OFF DATE AT EMD(1)
LOAN/SF: $139 $120
LTV: 70.5% 61.0%
DSCR: 1.49 x(2) 1.72 x(3)
Notes: (1)Effective Maturity Date.
(2)Based on Underwritable Cash Flow and Actual Debt
Service.
(3)Based on Underwritable Cash Flow and recalculated Debt service
assuming original financing terms and the EMD balance.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
30
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
COURTHOUSE PLAZA I
<TABLE>
<CAPTION>
MAJOR TENANT SUMMARY BY ANNUALIZED BASE RENT(1)
------------------------------------------------------------------------------------------------------------------------
% OF TOTAL ANNUALIZED
TENANT OR TENANT TENANT % OF TOTAL ANNUALIZED ANNUALIZED BASE
PARENT COMPANY (LEASE EXPIRATION) GLA GLA(2) BASE RENT BASE RENT(2) RENT PER SF
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Arlington County Government (2003)(4) 181,781 52.0% $4,543,215 54.2% $24.99
AMC Theatres (2004) 36,795 10.5 500,000 6.0 13.59
ANADAC Inc. (2001) 24,870 7.1 690,380 8.2 27.76
Ceridian (2006) 18,189 5.2 393,428 4.7 21.63
------ ------- ------- ------- ---------
SUBTOTAL MAJOR TENANTS 261,635 74.8 6,127,023 73.1 23.41
Other Tenants (Greater than 5% of 77,956 22.3 2,251,010 26.9 28.88
NRA)
Vacant Space 10,187 2.9 0.0 0.00
------ --- ----------- --- ----
0
TOTAL/WEIGHTED AVERAGE 349,778 100.0% $8,378,033 100.0% $24.67(3)
======= ====== ========== ====== ======
</TABLE>
<TABLE>
<CAPTION>
HISTORICAL OCCUPANCY
------------------------------------------------------------------------------------------------------------------------
OCCUPANCY AS OF: PERCENT LEASED
------------------------------------------------------------------------------------------------------------------------
<S> <C>
January 30, 1998 97.1%
December 31, 1997 97.8%
December 31, 1996 99.0%
December 31, 1995 92.0%
</TABLE>
- ------------------------------------------------------------------------------
Notes: (1) Based on January 30, 1998 Rent Rolls.
(2) Numbers may not total 100% due to rounding.
(3) Excludes vacant space.
(4) Fee owner of land.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
31
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
COURTHOUSE PLAZA I
<TABLE>
<CAPTION>
LEASE EXPIRATION SCHEDULE(1)
- -------------------------------------------------------------------------------------------------------------------------------
PERCENT CUMULATIVE
# OF PERCENT CUMULATIVE ANNUAL OF TOTAL PERCENT
YEAR OF LEASES EXPIRING OF TOTAL PERCENT ANNUALIZED BASE RENT BASE OF TOTAL
EXPIRATION EXPIRING TOTAL SF SF(2) OF TOTAL SF BASE RENT PER SF RENT(2) BASE RENT
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant 10,187 2.9% 2.9% N/A N/A 0.0% 0.0%
1998 7 1,631 0.5 3.4 $30,257 $18.55 0.4 0.4
1999 5 4,174 1.2 4.6 164,827 39.49 2.0 2.3
2000 8 32,102 9.2 13.8 912,931 28.44 10.9 13.2
2001 11 56,166 16.1 29.9 1,555,968 27.70 18.6 31.8
2002 4 8,753 2.5 32.4 260,604 29.77 3.1 34.9
2003 1 181,781 52.0 84.4 4,543,214 24.99 54.2 89.1
2004 1 36,795 10.5 94.9 500,000 13.59 6.0 95.1
2005 0 N/A N/A 94.9 N/A N/A N/A N/A
2006 1 18,189 5.2 100.0 393,428 21.63 4.7 99.8
2007 1 N/A N/A 100.0 16,800 N/A 0.2 100.0
--------- ------ --------- --------- -----
TOTAL/WEIGHTED 39 349,778 100.0% $8,378,033 $24.67(3) 100.0%
== ======= ====== ========== ====== ======
AVERAGE
</TABLE>
Notes: (1) Based on January 30, 1998 rent roll.
(2) Numbers may not total 100% due to rounding.
(3) Excludes vacant space.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
32
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
QUAIL SPRINGS MALL
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $45,000,000 $45,000,000
ORIGINATION DATE: May 15, 1998.
INTEREST RATE: 6.82%
AMORTIZATION: 360 months
HYPERAMORTIZATION: After the Effective Maturity Date,
interest rate increases to 2% above
the initial interest rate. All excess
cash flow is used to reduce the
outstanding principal balance; the
additional 2% interest accrues
interest at the increased rate and is
deferred until the principal balance
is zero.
EFFECTIVE MATURITY June 1, 2008
DATE:
MATURITY DATE: June 1, 2028
BORROWER/SPONSOR: Dayjay Associates, a joint venture,
50% owned by a special purpose
affiliate of General Growth
Properties, Inc. and 50% owned by JCP
Realty, Inc. directly and through a
special purpose subsidiary.
CALL PROTECTION: 2-year lockout from the date of
securitization, with U.S. government
securities defeasance thereafter.
Loan prepayable at par beginning 120
days prior to the Effective Maturity
Date.
REMOVAL OF
PROPERTY MANAGER: Management may be terminated (i) if
the DSCR for the trailing 12 months is
less than 1.15x unless Borrower
deposits additional collateral to
enable the Loan to meet the DSCR test,
and (ii) upon an Event of Default
under the Loan Documents or Management
Agreement.
UP FRONT RESERVES: None
GENERAL MONTHLY Springing reserves for taxes,
RESERVES: insurance, capital replacements and
lease rollover costs if DSCR falls below 1.20x, 60 days
before EMD or if there is a Loan default ("Quail Springs
Cash Management Event").
COLLECTION ACCOUNT: Hard Lock-Box; however, Borrower retains control
of Lock-Box funds unless there is a Cash Management
Event. If Loan Default is cured or DSCR is 1.20x or above
for 6 months, control returns to borrower and reserves no
longer required.
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE Single Asset
ASSET/PORTFOLIO:
PROPERTY TYPE: Super-Regional Mall
LOCATION: Oklahoma City, Oklahoma
YEAR 1980/1993 and Present
BUILT/RENOVATED:
THE COLLATERAL: 3-story, 4 anchor super regional mall
with a total GLA of 1,127,036 S.F.,
Mall store space of 329,183 S.F.,
687,853 S.F. of self-owned anchor
space and a 95,000 S.F. AMC Theatres
currently under construction.
Collateral is mall store space and AMC
Theatres for a total of 424,183 S.F..
Anchors include: Foley's, Dillard's,
JC Penney, Sears.
PROPERTY
MANAGEMENT: General Growth Management, Inc.
PERCENT OF MALL
STORE SPACE LEASED
AS OF 1/3/98: 78%
1997 NET OPERATING
INCOME: $4,992,860
UNDERWRITABLE CASH
FLOW: $6,873,808
CALCULATED VALUE AT
AN 8.5% CAP RATE ON
UNDERWRITABLE NOI: $85,457,518
MARKET STUDY BY: Cushman & Wakefield
MARKET STUDY DATE: April 7, 1998
CUT-OFF DATE EMD(1)
LOAN/SF: $102 $89
LTV: 52.7% 45.7%
DSCR: 1.95x(2) 2.25x(3)
1996 1997
MALL STORE SALES $221 $225
PSF(4):
Notes: (1) Effective Maturity Date
(2) Based on Underwritable Cash Flow and Actual Debt
Service.
(3) Based on Underwritable Cash Flow and recast Debt Service
assuming original financing terms and the EMD balance.
(4) Comparable Mall Store Sales.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
33
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
QUAIL SPRINGS MALL
<TABLE>
<CAPTION>
TEN LARGEST MALL STORES BASED ON ANNUALIZED BASE RENT BY PARENT COMPANY(1)
- ------------------------------------------------------------------------------------------------------------------------------
% OF % OF TOTAL ANNUALIZED
TENANT TOTAL ANNUALIZED ANNUALIZED BASE RENT
PARENT TENANT GLA GLA(2) BASE RENT BASE PER SF
RENT(2)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Limited, The Limited Express 50,116 15.2% $817,337 17.3% $16.31
Limited
Lerner New York
Victoria's Secret
Structure
The Gap, Inc. The Gap 12,895 3.9 335,292 7.1 26.00
Gap Kids
Spiegel, Inc. Eddie Bauer 6,664 2.0 119,952 2.5 18.00
Garfield's Restaurant & Pub Garfield's Restaurant 5,712 1.7 89,952 1.9 15.75
& Pub
The Walt Disney Co. The Disney Store 4,438 1.3 88,764 1.9 20.00
Eyemaster Eyemaster 3,090 0.9 86,244 1.8 27.91
Lens Crafters Lens Crafters 5,048 1.5 85,812 1.8 17.00
The Buckle The Buckle 5,213 1.6 83,412 1.8 16.00
Disk Jockey Disk Jockey 5,070 1.5 81,120 1.7 16.00
Discovery Zone Discovery Zone 12,157 3.7 79,020 1.7 6.50
------- ------ ---------- ------ ------
SUBTOTAL TEN LARGEST TENANTS 110,403 33.5% $1,866,905 39.6% $16.91
Remaining Excluding (anchors, 145,898 44.3% $2,847,633 60.4% $19.52
non-owned anchors)
Vacant Space 72,882 22.1% -- 0.0% --
------- ------ ---------- ------ ------
TOTAL (EXCLUDING NON-OWNED
ANCHORS) 329,183 100.0% $4,714,568 100.0% $18.39(3)
======= ====== ========== ====== ======
</TABLE>
Notes: (1) Based on 1/5/98 rent roll.
(2) Numbers may not total 100% due to rounding.
(3) Excludes vacant square footage.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
34
<PAGE>
[XL1 1998 LARGE LOAN LOGO]
PRELIMINARY COLLATERAL OVERVIEW:
QUAIL SPRINGS MALL
<TABLE>
<CAPTION>
CREDIT RATING ANCHOR-OWNED/ OPERATING
OF PARENT COLLATERAL LEASE COVENANT REA 1997 SALES
ANCHORS PARENT COMPANY COMPANY GLA EXPIRATION(2) EXPIRATION(3)TERMINATION PSF(4)
(S&P/MOODY'S)(1)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dillard's Dillard Dept. Stores Inc. A+/A2 205,320 Anchor Owned NA 1995 10/23/30 $168
Sears Sears Roebuck & Co. A-/A2 182,257 Anchor Owned NA 1995 10/23/30 137
JC Penney J. C. Penney Co., Inc. A/A2 154,576 Anchor Owned NA 1995 10/23/30 142
Foley's May Department Store Co. A/A2 145,700 Anchor Owned NA 1995 10/22/30 120
AMC American Multi-Cinema, B/B2 95,000 Collateral 1/1/20 2005 NA N/A
Theatres Inc.
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
MALL STORE LEASE EXPIRATION SCHEDULE(5)
- ----------------------------------------------------------------------------------------------------------------------------------
CUMULATIVE
NUMBER OF CUMULATIVE ANNUAL PERCENT OF PERCENT OF
YEAR OF LEASES EXPIRING PERCENT OF PERCENT OF ANNUALIZED BASE RENT TOTAL BASE TOTAL BASE
EXPIRATION EXPIRING SF TOTAL SF TOTAL SF BASE RENT PER SF RENT RENT
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Vacant 0 72,882 22.1% 22.1% - - 0.0% 0.0%
1998 8 10,736 3.3 25.4 $247,116 $23.02 5.2 5.2
1999 11 19,740 6.0 31.4 296,848 15.04 6.3 11.5
2000 10 16,311 5.0 36.4 279,355 17.13 6.0 17.5
2001 17 34,657 10.5 46.9 727,127 20.98 15.4 32.9
2002 3 6,163 1.9 48.8 157,692 25.59 3.3 36.2
2003 14 31,031 9.4 58.2 563,476 18.16 12.0 48.2
2004 9 26,462 8.0 66.2 415,584 15.71 8.8 57.0
2005 6 19,766 6.0 72.2 287,748 14.56 6.1 63.1
2006 9 31,459 9.6 81.8 688,044 21.87 14.6 77.7
2007 8 45,521 13.8 95.6 750,045 16.48 15.9 93.6
2008 or Later 4 14,455 4.4 100.0 301,524 20.86 6.4 100.0
--- ------- ------ ----------- -------- -------
TOTAL/WEIGHTED 99 329,183 100.0% $4,714,568 $18.39(6) 100.00%
AVERAGE == ======= ===== ========== ====== ======
</TABLE>
Notes: (1) Reflects long-term debt rating as of 4/7/98.
(2) Includes initial term of the lease only. Based on the latest
required commencement date of the lease term. The actual
commencement date and expiration date may be earlier.
(3) Date of operating covenant expirations is the expiration date of
the covenant requiring the anchor store to be open and operating
(inclusive of current store name and other store names) without
taking into account co-tenancy or other operating requirements.
(4) Based on the December, 1997 sales report. Information is based
solely upon the sales figures provided by the Quail Springs Mall
Borrower from data provided by the tenants. Anchor store sales are
the Quail Springs Borrower's estimates.
(5) Based on 1/5/98 rent roll. (6) Excludes vacant square footage.
This information has been prepared in connection with the issuance of the
securities referenced above and is based in part on information provided by the
Mortgage Loan Sellers with respect to the expected characteristics of the
Mortgage Loans in which these securities will represent undivided beneficial
interests. The actual characteristics and performance of the Mortgage Loans
will differ from the assumptions used in preparing these materials, which are
hypothetical in nature. Changes in the assumptions may have a material impact
on the information set forth in these materials. No representation is made that
any performance or return hypothesized herein will be achieved. For example, it
is very unlikely that the Mortgage Loans will prepay at a constant rate or
follow a predictable pattern. NO REPRESENTATION IS MADE AS TO THE
APPROPRIATENESS, USEFULNESS, ACCURACY OR COMPLETENESS OF THESE MATERIALS OR THE
ASSUMPTIONS ON WHICH THEY ARE BASED. Additional information is available upon
request. These materials do not constitute an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument in any
jurisdiction or to participate in any particular trading strategy. ANY SUCH
OFFER TO BUY OR SELL ANY SECURITY WOULD BE MADE ONLY PURSUANT TO A DEFINITIVE
PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT MEMORANDUM PREPARED
BY THE ISSUER WHICH WOULD CONTAIN MATERIAL INFORMATION NOT CONTAINED IN THESE
MATERIALS. SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR PRIVATE PLACEMENT
MEMORANDUM WILL CONTAIN ALL MATERIAL INFORMATION IN RESPECT OF ANY SUCH
SECURITY OFFERED THEREBY AND ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD
BE MADE SOLELY IN RELIANCE UPON SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. ANY CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN
ARE TO BE READ IN CONJUNCTION WITH SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT OR
PRIVATE PLACEMENT MEMORANDUM. In the event of any such offering, these
materials, including any description of the Mortgage Loans contained herein,
shall be deemed superseded in their entirety by such Prospectus and Prospectus
Supplement or Private Placement Memorandum. To our Readers Worldwide: In
addition, please note that this information has been provided by Morgan Stanley
& Co. Incorporated and approved by Morgan Stanley & Co. International Limited,
a member of the Securities and Future Authority, and Morgan Stanley Japan Ltd.
We recommend that investors obtain the advice of their Morgan Stanley & Co.
International Limited or Morgan Stanley Japan Ltd. representative about the
investment concerned.
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
35
