<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: September 25, 1997
(Date of earliest event reported)
Morgan Stanley Capital I Inc.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 333-26667 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) 296-7000
<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 1997-XL1 (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. 333-26667) (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
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shall be modified and superseded for purposes of the Prospectus and the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
<TABLE>
<CAPTION>
Item 601(a) of Regulation
S-K Exhibit No. Description
------------------------- -----------
<S> <C>
99 Term Sheets
</TABLE>
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 I INC.
By: /s/ Russell Rahbany
------------------------------
Name: Russell Rahbany
Title: Vice President
Date: September 25, 1997
3
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Item 601(a) of Regulation
S-K Exhibit No. Description Page
------------------------- ----------- ----
<S> <C> <C>
99.1 Term Sheets
</TABLE>
4
<PAGE>
MORGAN STANLEY September 24, 1997
Real Estate Debt Capital Markets
Mortgage/Asset Capital Markets
[MORGAN STANLEY DEAN WITTER LOGO]
CMBS NEW ISSUE
PRELIMINARY TERM SHEET
-------------------------------------
EXPECTED PRICING DATE: OCTOBER [ ], 1997
-------------------------------------
$754,531,157
(APPROXIMATE)
MORGAN STANLEY CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
------------------------------------
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.
<PAGE>
LARGE September 24, 1997
LOAN PRELIMINARY TERM SHEET
$754,531,157 (APPROXIMATE)
MORGAN STANELY MORTGAGE CAPITAL I INC.
COMMERICAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
OVERVIEW OF THE CERTIFICATES
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
EXPECTED
FINAL FINAL ANTICIPATED
AMOUNT(1) RATINGS SUBORDINATION AVERAGE LIFE PRINCIPAL DISTRIBUTION PASS-THROUGH
CLASS ($MM) (FITCH/MOODY'S/S&P) % (YRS)(3) WINDOW(3)(4) DATE(3) RATE(5)(6)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PUBLIC CERTIFICATES:
- -------------------
A-1 $238.0 AAA/Aaa/AAA 30.0% 5.58 1-86 12/3/04 6.70%
A-2 64.0 AAA/Aaa/AAA 30.0 8.74 86-110 12/3/06 6.85
A-3 226.2 AAA/Aaa/AAA 30.0 9.51 110-119 9/3/07 6.95
X 754.5 AAA/Aaa/NR - - 1-120 10/3/07 Variable Rate
B 22.6 AAA/Aaa/AA+ 27.0 9.88 119 9/3/07 WAC-113bp
C 22.6 AA+/Aa1/AA 24.0 9.88 119 9/3/07 WAC-108bp
D 45.3 A+/A2/A 18.0 9.93 119-120 10/3/07 WAC-100bp
E 45.3 BBB/Baa2/BBB 12.0 9.96 120 10/3/07 WAC-90bp
F 41.5 BBB-/NR/NR 6.5 9.96 120 10/3/07 WAC-65bp
PRIVATE CERTIFICATES:
- --------------------
G 26.4 BB/Ba3/BB 3.0 9.96 120 10/3/07 6.70
H 22.6 B-/B2/B - 9.96 120 10/3/07 6.70
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
(1) Approximate, in the case of each such Class, subject to a permitted variance of plus or minus 5%.
(2) Class X Notional Amount is equal to the sum of all Certificate Principal Amounts outstanding from time to time.
(3) Based on Modeling Assumpions and Scenario 1, each as defined in the Prospectus Supplement.
(4) Principal Window is the period (expressed in terms of months and commencing with the month of the first Distribution
Date) during which distributions of principal are expected to be made to the holders of each designed Class in
accordance with the Modeling Assumptions.
(5) Other than the Class X Certificates, in the case of A-1, A-2, A-3, G and H classes, interest will accrue at a fixed rate,
and in the case of the B, C, D, E and F classes, interest will accrue at the Weighted Average Net Mortgage Rate
for such Distribution Date less a fixed interest strip.
(6) Subject to change at pricing.
</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.
2
<PAGE>
LARGE PRELIMINARY TERM SHEET September 24, 1997
LOAN
$754,531.157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
1. ISSUE CHARACTERISTICS
---------------------
ISSUE TYPE: The Class A-1, A-2 A-3, X, B, C, D, E, and F
Certificates will be offered publicly through a
Prospectus Supplement (and accompanying
Prospectus) to be dated October , 1997, and
the Class G and H will be privately placed
(pursuant to Rule 144A under the Securities
Act of 1933, as amended) pursuant to a Private
Placement Memorandum to be dated September ,
1997.
COLLATERAL: The collateral consists of approximately $754.5
million pool of 12 fixed rate commercial
mortgage loans.
SECURITIES ISSUED: $754,531,157 monthly pay, multi-class
sequential pay, commercial mortgage REMIC
pass-through certificates, including ten
principal and interest Classes (Classes A-1,
A-2, A-3, B, C, D, E, F, G and H and an
interest-only Class (Class X) whose Notional
Amount consists of ten separate strip
components, each corresponding to the Classes
of the Principal Balance Certificates.
DEPOSITER: Morgan Stanley Mortgage Capital Inc.
LEAD MANAGER: Morgan Stanley & Co. Incorporated
MASTER SERVICER: GMAC Commercial Mortgage Corporation
SPECIAL SERVICER: GMAC Commercial Mortgage Corporation
TRUSTEE/FISCAL AGENT: LaSalle National Bank/ABN Amro Bank, N.V.
EXPECTED PRICING DATE: On or about October [ ], 1997
EXPECTED CLOSING DATE: On or about October 15, 1997
DISTRIBUTION DATES: The 3rd business day of each month, commencing
November 5, 1997
MINIMUM DENOMINATIONS: $10,000 for Public Certificates (other than the
Class X Certificates); $100,000 for all other
Certificates
SETTLEMENT TERMS: DTC, Euroclear and Cedel, same day funds, with
accrued interest
LEGAL/REGULATORY STATUS: Class A-1, A-2, A-3, X, B and C Certificates
are expected to be eligible for exemptive relief
under ERISA. Class A-1, A-2, A-3, X, B and C
Certificates are expected to be SMMEA eligible
so long as they are rated in the two highest
rating categories and the loans are secured by
real property.
RISK FACTORS: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND
MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE
"RISK FACTORS" SECTION OF THE PROSPECTUS
SUPPLEMENT, PROSPECTUS AND PRIVATE PLACEMENT
MEMORANDUM
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>
LARGE PRELIMINARY TERM SHEET September 24, 1997
LOAN
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
II. STRUCTURE CHARACTERISTICS
-------------------------
ANTICIPATED PASS-THROUGH
RATES: Class A-1: 6.70%
Class A-2: 6.85
Class A-3: 6.95
Class B: WAC - 113bp
Class C: WAC - 108bp
Class D: WAC - 100bp
Class E: WAC - 90bp
Class F: WAC - 65bp
Class G: 6.70
Class H: 6.70
Class X: The Pass-Through Rate on the Class
X Certificates on each Distribution
Date will equal, in general, the
weighted average of the Class X
Component Rates for the respective
Principal Balance Certificates for
such Distribution Date. The Class X
Component Rate in respect of any
Class of Principal Balance
Certificates will, in general,
equal the excess, if any, of the
Weighted Average Net Mortgage
Rate over the Pass-Through rates
applicable to the Classes of
Principal Balance Certificates.
The Pass-Through Rate for each
class of Principal Balance
Certificates for any Distribution
Date will not exceed the Weighted
Average Net Mortgage Rate for such
Distribution Date.
INTEREST DISTRIBUTIONS: Each Class of Certificates (other than the
Class R Certificates) will be entitled on each
Distribution Date to interest accrued at its
Pass-Through Rate on the outstanding
Certificate Principal Amount or Notional
Amount of such Class, as applicable.
PRINCIPAL DISTRIBUTIONS: Principal will be distributed on each
Distribution Date to the most senior Class
(i.e., the Class with the earliest
alphabetical/numerical Class designation) of
the Principal Balance Certificates outstanding,
until its Certificate Principal Amount is
reduced to zero (sequential order). If, due to
losses, the Certificate Principal Amounts of
the Class B through Class H Certificates are
reduced to zero, payments of principal to the
Class A-1, A-2 and A-3 Certificates will be
made on a pro rata basis.
PREPAYMENT PREMIUM ALLOCATION: Prepayment Premiums (to the extent received)
will be allocated among the Class X
Certificates and the Principal Balance
Certificates (other than Classes G and H)
entitled to distributions in respect of
principal on any Distribution Date, as
described in the Prospectus Supplement under
DESCRIPTION OF THE OFFERED CERTIFICATES -
Distributions - Prepayment Premiums.
<PAGE>
CREDIT ENHANCEMENT: Each Class of Certificates (other than Classes
A-1, A-2, A-3, Q and X) will be subordinated
to all other Classes with an earlier
alphabetical Class designation.
ADVANCING: The Master Servicer, the Trustee and the Fiscal
Agent (in that order) will each be obligated to
make P&I Advances and Servicing Advances,
including delinquent property taxes and
insurance, but only to the extent that such
Advances are deemed recoverable.
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>
LARGE LOAN PRELIMINARY TERM SHEET September 24, 1997
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
REALIZED LOSSES AND EXPENSE LOSSES: Realized Losses and trust fund expenses,
if any, will be allocated to the Class H,
Class G, Class F, Class E, Class D, Class
C and Class B Certificates, in that order,
and then to Classes A-1, A-2 and A-3, pro
rata, in each case reducing amounts
payable thereto. Any interest shortfall of
any Class of Certificates will result in
unpaid interest for such Class which,
together with interest thereon compounded
monthly at one-twelfth the applicable
Class Pass-Through Rate, will be payable
in subsequent periods, subject to
available funds.
PREPAYMENT INTEREST SHORTFALLS: For any Distribution Date, any Net
Aggregate Prepayment Interest Shortfall
not offset by the Servicing Fee for such
Distribution Date, will generally be
allocated pro rata to each Class of
Certificates in proportion to its
entitlement to interest.
APPRAISAL REDUCTIONS: Any appraisal reduction generally will
be created in the amount, if any, by which
the Principal Balance of a Specially
Serviced Mortgage Loan (plus other amounts
overdue in connection with such loan)
exceeds 90% of the appraised value of the
related Mortgaged Property. The Appraisal
Reduction Amount will reduce
proportionately the amount of P&I Advances
for such loan, which reduction will be
borne, in general, by a reduction of
interest distributable to the most
subordinate Class of Principal Balance
Certificate outstanding.
An Appraisal Reduction will be reduced to
zero as of the date the related Mortgage
Loan has been brought current for at least
three consecutive months, paid in full,
liquidated, repurchased or otherwise
disposed of.
DIRECTING CLASS: The Directing Class will generally be the
most subordinate Class of Certificates
outstanding at any time. The Pooling
Agreement provides that holders of
Certificates evidencing greater than 50%
of the Percentage Interests of the
Directing Class may replace the Special
Servicer provided that each Rating Agency
confirms that such replacement will not
cause a qualification, withdrawal or
downgrading of the then-current ratings
assigned to any Class of Certificates.
SPECIAL SERVICER: In general, the Special Servicer has the
right to modify the terms of a Specially
Serviced Mortgage Loan if it determines
that such modification would be in the
best interests of the Certificateholders,
provided that the Special Servicer
generally may not extend the maturity date
of a Mortgage Loan beyond two years prior
to the Final Rated Distribution Date.
OPTIONAL TERMINATION: The Depositor, then the Master Servicer,
then the holder of a majority of the LR
Certificates will have the option to
purchase, in whole but not in part, the
remaining assets of the trust on or after
the Distribution Date on which the
aggregate Certificate Principal Amount of
all Classes of Certificates then
outstanding is less than or equal to 1% of
the initial Pool Balance. Such purchase
price will generally be at a price equal
to the unpaid aggregate Scheduled
Principal Balances of the Mortgage Loans,
plus accrued and unpaid interest and
unreimbursed Servicing Advances.
REPORTS TO CERTIFICATEHOLDERS: The Trustee will prepare and deliver
monthly Certificateholder Reports. The
Special Servicer will prepare and deliver
to the Trustee monthly reports summarizing
the status of each Specially Serviced
Mortgage Loan. The Master Servicer and
Special Servicer will prepare and deliver
to the Trustee an annual report setting
forth certain information with respect to
each Mortgage Loan, as available. Each
of the reports will be available to the
Certificateholders upon request. A Report
containing information regarding the
Mortgage Loans will be available
electronically.
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>
LARGE LOAN PRELIMINARY TERM SHEET September 24, 1997
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
BOND STRUCTURE
[CHART TO COME]
- -------------------------------------------------------------------------------
(1) The Class X Notional Amount is generally equal to the sum of the
Certificate Principal Amounts of each Principal Balance Certificate
outstanding from time to time. The Pass-Through Rate on the Class X
Certificates on each Distribution Date will equal, in general, the
weighted average of the Class X Strip Rates for the respective
Principal Balance Certificates for such Distribution Date. The Class
X Strip Rate in respect of any Class of Principal Balance Certificates
will, in general, equal the excess, if any, of the Weighted Average
Net Mortgage Rate over the Pass-Through rates applicable to the
Classes of Principal Balance Certificates. The Class X Certificates
will be rated AAA/Aaa by Fitch and Moody's.
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>
LARGE LOAN PRELIMINARY TERM SHEET September 24, 1997
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
The Class A-1, A-2, A-3, B, C, D, E, F, G and H Certificates are monthly pay,
multi-class, sequential pay REMIC commercial mortgage pass-through
certificates. All Classes of Certificates derive their cash flows from the
entire pool of Mortgage Loans.
PRIORITY OF CASH FLOWS
[CHART TO COME]
REMAINING TERM TO EFFECTIVE MATURITY DATE
[CHART TO COME]
- -------------------------------------------------------------------------------
(1) The Class A-1, A-2, A-3 and X Certificates will be paid interest on
a pro rata basis.
(2) The above analysis is based on the Modeling Assumptions and Scenario
described in the Prospectus Supplement.
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>
LARGE LOAN PRELIMINARY TERM SHEET September 24, 1997
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
III. COLLATERAL CHARACTERISTICS
- -------------------------------------------------------------------------------
Cut-Off Date Principal Balance: (as of October 1, 1997) $754,531,157
Number of Mortgage Loans: 12
Number of Properties: 104
Weighted Average Coupon: 8.34%
Weighted Average Cut-Off Date LTV: 52.7%
Weighted Average LTV at Effective Maturity Date: 45.5%
Weighted Average DSCR: 2.00x
Weighted Average Original Amortization Term: 322 months
Weighted Average Original Term to Effective Maturity Date: 116 months
Weighted Average Remaining Term to Effective Maturity Date: 105 months
Weighted Average Seasoning: 11 months
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRINCIPAL
CUT-OFF BALANCE AT ORIGINAL REMAINING
DATE PERCENT OF EFFECTIVE EFFECTIVE TERM TO TERM TO
PRINCIPAL CUT-OFF MATURITY CUT-OFF MATURITY ORIGINAL EFFECTIVE EFFECTIVE
BALANCE DATE PRINCIPAL DATE DATE DATE AMORTIZATION MATURITY MATURITY
LOAN NAME ($000s) BALANCE COUPON ($000s) LTV LTV DSCR(1) TERM DATE DATE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
605 Third Avenue $120,000 15.9% 7.917% $105,000(2) 66.7% 58.3% 2.04x N/A 120 120
Edens and Avant 82,750 11.0 7.300 82,750 36.8 36.8 3.35 N/A 120 119
Ashford Financial 73,537 9.7 8.600 52,575 50.9 36.4 2.16 240 119 111
Mansion Grove 72,862 9.7 8.350 64,492 61.7 54.7 1.39 360 120 117
North Shore Towers 70,281 9.3 9.32(3) 64,482 20.1 18.4 2.83 360 120 86
Keystone at the Crossing
Fashion Mall 64,864 8.6 7.850 56,941 55.9 49.1 1.73 360 119 116
Yorktown Shopping Center 57,304 7.6 8.250 48,766 48.0 40.8 1.33 300 120 81
The Grand Kempinski 55,000 7.3 8.630 45,114 61.1 50.1 1.73 300 120 120
Arrowhead Towne Center 48,900 6.5 8.600 46,597 46.6 44.4 1.79 360 84 51
Mark Centers Trust Portfolio 45,450 6.0 8.840 37,962 63.8 53.3 1.50 300 119 108
Westgate Mall 42,682 5.7 9.250 35,891 65.7 55.2 1.20 300 119 110
Westshore Mall 20,901 2.8 8.070 19,438 63.3 58.9 1.68 360 84 77
-------- ------ ------ -------- ----- ----- ----- ------ --- ---
TOTALS/WEIGHTED AVERAGES $754,531 100.0% 8.339% $660,009 52.7% 45.5% 2.00x 322(4) 116 105
======== ===== ===== ======== ==== ==== ==== === === ===
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on underwritable net cash flow.
(2) Effective Maturity Date Balance after accounting for a $15,000,000 LOC
which will be available at the Effective Maturity Date.
(3) The North Shore Towers mortgage coupon is 9.32%, however, John Hancock is
retaining a 2.57% strip leaving a pass-through coupon of 6.75%.
(4) Weighted average original amortization term excludes 605 Third Avenue and
Edens and Avant.
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>
LARGE LOAN PRELIMINARY TERM SHEET September 24, 1997
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
LOAN FEATURES
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
BANKRUPTCY- FUNDED
REMOVAL OF CAPITAL LOCK BOX/ REMOTE TAX AND
PRINCIPAL PROPERTY RESERVE SWEEP CROSS BORROWING INSURANCE
LOAN NAME CALL PROTECTION REPAYMENT MANAGER(1) ACCOUNTS ACCOUNT COLLATERALIZATION ENTITY ESCROW
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
605 Third Avenue Locked 24 mos., Defeasance Effective No Yes Yes N/A Yes Yes
Maturity
Edens and Avant Locked 24 mos., Defeasance Balloon Yes Yes Yes Yes Yes Yes
Ashford Financial Locked 24 mos., Defeasance Effective Yes Yes Yes Yes Yes Yes
Maturity
Mansion Grove Locked 57 mos., Yld Maint Effective Yes Yes Yes N/A Yes Yes
Minimum 1% Maturity
North Shore Towers Yld Maint Balloon No No No N/A No Yes(2)
Minimum 1%
Fashion Mall-
Keystone at
the Crossing Locked 24 mos., Yld Maint +50bp Effective Yes Yes Yes N/A Yes Yes
Minimum 1% Maturity
Yorktown Shopping
Center Locked 21 mos., Yld Maint +50bp Balloon No No No N/A No Yes
Minimum 2% declining
.25% annually to 1%
The Grand Kempinski Locked 35 mos., Yld Maint Effective Yes Yes Yes N/A Yes Yes
Minimum 1% Maturity
Arrowhead Towne Center Yld Maint Balloon No No No N/A No Yes(2)
Minimum 2% declining
.5% annually to 1%
Mark Centers Trust
Portfolio Locked 25 mos., Yld Maint Effective Yes Yes Yes Yes Yes Yes
Minimum 1% Maturity
Westgate Mall Locked 38 mos., Yld Maint +50bp Balloon No No No N/A No Yes
Minimum 2% declining
.5% annually to 1%
Westshore Mall Locked 53 mos., Yld Maint Effective Yes Yes Yes N/A Yes Yes
Minimum 1% Maturity
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Subject to various conditions as outlined in the prospectus supplement.
(2) Taxes only.
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>
LARGE PRELIMINARY TERM SHEET September 24, 1997
LOAN
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
PRELIMINARY PROPERTY OVERVIEW
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
PROPERTY YEAR BUILT/
LOAN NAME LOCATION BORROWER/SPONSOR TYPE RENOVATED
- ----------------------- --------------------------------------------------- -----------------------------------
<S> <C> <C> <C> <C>
603 Third Avenue New York, NY Fisher Brothers/ Office 1963/1996
National Bulk Carriers
Edens and Avant SC, NC, TN, GA State of Michigan Community Shopping Various
Retirement System Centers (61), Office
(2)
Ashford Financial CA, FL, TX, NY, NJ, Fisher Brothers/Getty/ Hotel (14), Office Various
MA, VA, NE Soros (1)
Mansion Grove Santa Clara, CA Sanford Diller Multifamily 1989
North Shore Towers Floral Park, NY 1,547 Co-op Owners/ Multifamily 1971
Fashion Mall-
Keystone at the
Crossing Indianapolis, IN Royal British Shell Pension Regional Mall 1973/1992
Yorktown Shopping
Center Lombard, IL Estate of E.D. Pehrson/ Super-Regional Mall 1968/1994
Wilder Group
The Grand Kempinski Dallas, TX The Rolaco Group Hotel 1983
Arrowhead Towne Center Glendale, AZ Westcor/JCP Super-Regional Mall 1993
Mark Centers Trust
Portfolio PA, AL, SC, GA, NY, Mark Centers Trust Community Shopping Various
FL, VA Centers (17)
Westgate Mall Fairview Park, OH R.E. Jacobs Group Regional Mall 1954/1996
Westshore Mall Holland Township, MI Ivanhoe/Wilmorite Regional Mall 1988
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
CUT-OFF DATE SQUARE FEET/
LOAN NO. OF LOAN PSF/ APPRAISED
LOAN NAME AMOUNT UNITS(5) PER UNIT OCCUPANCY(3) VALUE
- ---------------------------- -------------- -------------- ----------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
605 Third Avenue $120,000,000 946,369 $ 116(1) 98.0% $ 180,000,000
Edens and Avant 82,750,000 4,439,665 19 90.6 225,036,809
Ashford Financial 73,537,438 2,923 23,943(2) 66.3 144,450,000
Mansion Grove 72,862,226 877 83,081 96.8 118,000,000
North Shore Towers 70,280,966 1,844 38,113 92.0 350,000,000
Fashion Mall-
Keystone at the Crossing 64,864,238 682,912 95 87.5 116,000,000
Yorktown Shopping Center 57,304,459 480,539 119 91.0 119,500,000
The Grand Kempinski 55,000,000 528 104,167 69.9 90,000,000
Arrowhead Towne Center 48,899,962 394,297 124 88.7 105,000,000
Mark Centers Trust Portfolio 45,449,576 2,317,463 20 93.2 71,200,000
Westgate Mall 42,681,517 617,222 143 (4) 88.5 65,000,000
Westshore Mall 20,900,775 393,949 53 95.3 33,000,000
-------------- ---------------
TOTAL $754,531,157 $1,617,186,809
============== ===============
</TABLE>
- --------------------------------------------------------------------
(1) Based on a Loan Amount of $120,000,000 less the $10,000,000 allocated to the
parking garage, or $110,000,000.
(2) Based on a Loan Amount of $73,537,438 less the $3,553,487 allocated to the
Admiralty Office Building.
(3) Regional Mall Occupancy figures reflect Mall Store Tenants only.
(4) Adjusted for tenants which own their own improvements.
(5) Self-owned anchors are excluded from square feet.
<PAGE>
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>
LARGE PRELIMINARY TERM SHEET September 24, 1997
LOAN
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
GEOGRAPHIC DIVERSIFICATION
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
CUT-OFF CUT-OFF
DATE DATE
NUMBER OF ALLOCATED ALLOCATED
STATE PROPERTIES LOAN AMOUNT LOAN AMOUNT(1)
- ---------- ------------ -------------- --------------
<S> <C> <C> <C>
NY 6 $199,500,169 26.4%
CA 3 94,577,979 12.5
TX 2 68,226,868 9.0
IN 1 64,864,238 8.6
SC 45 62,865,695 8.3
IL 1 57,304,459 7.6
AZ 1 48,899,962 6.5
OH 1 42,681,517 5.7
PA 10 29,125,458 3.9
FL 4 21,770,709 2.9
MI 1 20,900,775 2.8
NC 11 10,677,820 1.4
TN 3 8,656,771 1.1
GA 6 6,122,631 0.8
AL 2 5,915,496 0.8
NJ 2 4,244,443 0.6
MA 2 3,553,487 0.5
VA 2 3,556,893 0.5
NE 1 1,085,788 0.1
------------ -------------- --------------
TOTALS/
WEIGHTED
AVERAGES 104 $754,531,157 100.0%
============ ============== ==============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
PERCENTAGE OF PERCENTAGE OF WEIGHTED
TOTAL WEIGHTED TOTAL AVERAGE
UNDERWRITTEN UNDERWRITTEN AVERAGE APPRAISED APPRAISED CUT-OFF
STATE CASH FLOW CASH FLOW(1) DSCR VALUE VALUE(1) DATE LTV
- ---------- -------------- --------------- ---------- -------------- --------------- ----------
<S> <C> <C> <C> <C> <C> <C>
NY 41,005,056 30.1% 2.32 $ 543,800,000 33.6% 49.7%
CA 14,373,039 10.6 1.57 155,400,000 9.6 59.3
TX 12,440,513 9.1 1.81 115,850,000 7.2 59.1
IN 9,748,888 7.2 1.73 116,000,000 7.2 55.9
SC 15,081,865 11.1 3.27 166,030,757 10.3 38.0
IL 7,570,166 5.6 1.33 119,500,000 7.4 48.0
AZ 8,356,914 6.1 1.79 105,000,000 6.5 46.6
OH 5,321,105 3.9 1.20 65,000,000 4.0 65.7
PA 4,120,484 3.0 1.50 45,200,000 2.8 63.8
FL 4,195,753 3.1 2.11 39,100,000 2.4 51.8
MI 3,119,597 2.3 1.68 33,000,000 2.0 63.3
NC 2,695,100 2.0 3.35 29,945,550 1.9 36.8
TN 2,151,718 1.6 3.35 23,907,979 1.5 36.8
GA 1,219,842 0.9 2.55 13,277,522 0.8 48.5
AL 970,193 0.7 1.50 8,675,000 0.5 63.8
NJ 1,763,005 1.3 2.16 14,200,000 0.9 50.9
MA 1,159,565 0.9 2.16 11,200,000 0.7 50.9
VA 763,523 0.6 2.00 8,500,000 0.5 54.1
NE 111,263 0.1 2.16 3,600,000 0.2 50.9
-------------- --------------- ---------- -------------- --------------- ----------
TOTALS/
WEIGHTED
AVERAGES $136,167,585 100.0% 2.00x $1,617,186,809 100.0% 52.7%
============== =============== ========== ============== =============== ==========
</TABLE>
- -------------------------------------------------------------------
(1) Numbers may not add to 100% due to rounding.
<PAGE>
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>
LARGE September 24, 1997
LOAN PRELIMINARY TERM SHEET
$754,531,157 (APPROXIMATE)
MORGAN STANLEY MORTGAGE CAPITAL I INC.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-XL1
PROPERTY TYPE DIVERSIFICATION
- -----------------------------------------------------------------------
RETAIL
16.6%
REGIONAL
[PROPERTY TYPE MALL
DIVERSIFICATION 31.1%
HOTEL CHART TO COME]
16.6%
OFFICE MULTIFAMILY
16.9% 19.0%
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
PERCENTAGE OF
CUT-OFF CUT-OFF PERCENTAGE OF PERCENTAGE 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 CASH FLOW CASH FLOW DSCR VALUE VALUE DATE LTV
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Regional Mall 5 $234,650,951 31.1% 34,116,670 25.1% 1.55x $ 438,500,000 27.1% 54.5%
Multifamily 2 143,143,192 19.0 29,370,407 21.6 2.10 468,000,000 28.9 41.3
Office 4 127,493,934 16.9 21,055,602 15.5 2.09 196,348,327 12.1 65.3
Hotel 15 124,983,951 16.6 25,455,590 18.7 1.97 228,450,000 14.1 55.4
Retail 78 124,259,130 16.6 26,169,315 19.2 2.68 285,888,481 17.7 46.7
---- ------------- ----- ----------- ----- ----- ------------- ----- -----
TOTAL/WEIGHTED
AVERAGE 104 $754,531,158 100.0% $136,167,585 100.0% 2.00x $1,617,186,809 100.0% 52.7%
==== ============= ===== ============ ===== ===== ============== ===== ====
- ------------------------------------------------------------------------------------------------------------------------------------
</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.
12
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN 605 THIRD AVENUE
LOAN INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $120,000,000 $120,000,000
ORIGINATION DATE: September 10, 1997
INTEREST RATE: 7.917%
AMORTIZATION: Interest-only payments through Effective Maturity Date, thereafter, 20 year
amortization. In lieu of amortization, borrower has posted an initial LOC of
$5MM which will be increased in equal annual installments to achieve a $15MM
balance by October 1, 2007.
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate increases to 12.917%. All
excess cash flow is used to reduce outstanding principal balance; the additional
5% interest accrues interest at the increased rate and is deferred until the
principal balance is zero.
EFFECTIVE MATURITY DATE: October 1, 2007
MATURITY DATE: October 1, 2027
BORROWER/SPONSOR: 605 Third Avenue LLC, a special-purpose New York limited liability company
indirectly owned and controlled by the Fisher Brothers and National Bulk
Carriers, Inc.
CALL PROTECTION: Two year prepayment lockout from the date of securitization with U.S. Treasury
defeasance thereafter. Loan prepayabale at par beginning 90 days prior the
Effective Maturity Date.
REMOVAL OF
PROPERTY MANAGER: As long as the Fisher Brothers manage the property, the manager can only be
replaced, (i) upon a monetary event of default, (ii) upon acceleration of the loan,
or (iii) if the manager has engaged in gross negligence or willful misconduct. If
the Fisher Brothers are not managing the property, the manager can be replaced upon
the above-mentioned events and if at the end of each calendar quarter, the DSCR for
the trailing twelve months, drops below 1.15x together with certain other conditions
outlined in the loan documents.
UP FRONT RESERVES: Deferred Maintenance: $ 70,000
Leasing Rollover Reserve: $5,000,000
GENERAL MONTHLY RESERVES: Property Taxes, Insurance in appropriate amounts and Replacement Reserves
of $219,728 annually
ADDITIONAL MONTHLY
RESERVES: Leasing Rollover: Replenished to $5,000,000
(capped at $200,000/month)
Wiley Rollover: $165,000/month through
October 1, 2002
Neuberger Rollover: $25,000/month through
October 1, 2002,
$165,000/month through
October 1, 2006
COLLECTION ACCOUNT: Hard Lockbox
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: Yes, $12,000,000. Currently held by the Fisher Brothers.
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
LOCATION: 605 Third Avenue, New York, New York
YEAR BUILT/RENOVATED: 1963/Various through 1996
THE COLLATERAL: 43 story office building containing 984,447 SF of GLA (946,369 net rentable SF) and
adjacent 750 space parking garage.
Major tenants include John Wiley & Sons, Neuberger & Berman, Grant Thornton and
ESPN, Inc.
PROPERTY MANAGEMENT: Fisher Brothers Management Co.
OCCUPANCY
(JUNE 30, 1997): 98%
1996 NET OPERATING
INCOME: $22,8223,422
UNDERWRITABLE NET
CASH FLOW: $19,403,628
APPRAISED VALUE: $180,000,000
CUT-OFF DATE
LOAN/PSF(1): $116
APRAISED BY: Cushman & Wakefield, Inc.
APPRAISAL DATE: August 1, 1997
LTV: CUT-OFF DATE AT MATURITY
66.7% 58.3%
DSCR(2): 2.04x 2.33x
(1) Based on the Cut-Off Date Loan Balance reduced by the $10,000,000 allocated to the parking garage.
(2) Based on Underwritable Net Cash Flow.
</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.
13
<PAGE>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
605 THIRD AVENUE
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TENANT OR PERCENT PERCENT OF TOTAL ANNUALIZED
PARENT COMPANY TENANT OF TOTAL ANNUALIZED ANNUALIZED BASE RENT
OF TENANT TENANT NAME NRA (SF) NRA (SF)(4) BASE RENT BASE RENT(4) PSF
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
John Wiley & Sons, Inc. John Wiley & Sons, Inc. 231,047 24.4% $ 8,682,754 27.1% $37.58
Neuberger & Berman Management Neuberger & Berman 139,448 14.7 4,677,992 14.6 33.55
Unisys Corporation (2) Unisys Corporation 77,144 8.2 3,092,463 9.7 40.09
Aon Risk Services, Inc. of New York(3) Rollins Hudig Hall 71,080 7.5 2,772,120 8.7 39.00
Grant Thornton, LLP Grant Thornton 55,688 5.9 1,733,016 5.4 31.12
Disney ESPN, Inc. 53,674 5.7 1,573,947 4.9 29.32
Univision Television Group, Inc. Univision Holdings, Inc. 35,814 3.8 1,157,508 3.6 32.32
Veeba Corporation Stinnes Corporation 25,560 2.7 945,720 3.0 37.00
Snow, Becker, Kroll Et. Al. Snow, Becker, Kroll Et. Al. 25,270 2.7 717,830 2.2 28.41
Esanu Katsky Korins & Siger Esanu Katsky Korins & Siger 19,867 2.1 566,210 1.8 28.50
------- ----- ----------- ----- ------
TOTAL/AVERAGE MAJOR TENANTS 734,592 77.6% $25,919,560 81.0% $35.28
OTHER TENANTS 193,082 20.4 6,090,083 19.0 31.54
VACANT 18,695 2.0 0 0.0 0.00
------- ----- ----------- ----- ------
TOTAL NET RENTABLE AREA 946,369 100.0% $32,009,643 100.0% $34.51(5)
======= ===== =========== ===== ======
HISTORICAL OCCUPANCY
- ---------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
AVERAGE
YEAR OCCUPANCY
- ---------------------------------------------------------------------------
<S> <C>
1996 98.1%
1995 98.6
1994 100.0
1993 99.5
1992 99.5
1991 85.2
1990 99.0
1989 92.8
1988 100.0
1987 100.0
1986 100.0
-----
AVERAGE 97.6%
=====
- ---------------------------------------------------------------------------
(1) Based on June 30, 1997 Rent Roll.
(2) Neuberger and Berman currently sub-leases and has an executed lease
beginning in 1999 for 66,625 of the 77,144 sq. ft. occupied by Unisys.
The remaining 10,519 sq. ft. is currently sub-leased to Cosmetics Plus.
(3) Space has been re-measured to 74,780 sq. ft. Neuberger and Berman has
an executed lease beginning in 2000 for two-thirds of this space
(56,085 sq. ft.). Neuberger is currently subleasing this space.
(4) Numbers may not total 100.0% due to rounding.
(5) Annualized Base Rent PSF 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.
14
<PAGE>
<TABLE>
<CAPTION>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
605 THIRD AVENUE
LEASE EXPIRATION SCHEDULE(1)
- ------------------------------------------------------------------------------------
PERCENT OF TOTAL ANNUALIZED
YEAR ENDING EXPIRING PERCENT OF ANNUALIZED ANNUALIZED BASE RENT
DEC. 31 SF TOTAL SF(3) BASE RENT BASE RENT PER SQ. FT.
- ------------------------------------------------------------------------------------
<S> <C>
Vacant 18,695 2.0% - - -
1997 17,996 1.9 452,400 1.4% 25.14
1999(2) 150,722 15.9 5,530,256 17.3 36.69
2000 95,844 10.1 3,660,384 11.4 38.19
2001 8,000 0.8 225,500 0.7 28.19
2003 231,047 24.4 8,682,754 27.1 37.58
2004 72,321 7.6 2,127,207 6.6 29.41
2005 69,468 7.3 2,185,268 6.8 31.46
2006 29,568 3.1 1,161,952 3.6 39.30
2007 or Later 252,708 26.7 7,983,922 24.9 31.59
------- ----- ----------- ----- ------
TOTAL 946,369 100.0% $32,009,643 100.0% $34.51
======= ===== =========== ===== ======
- ----------------------------------------------------------------------------------
(1) Based on June 30, 1997 Rent Roll.
(2) 1999 expirations include: Unysis (77,144 sq. ft.), Grant Thornton (53,688 sq. ft.),
and Smith Barney (17,890 sq. ft.). Neuberger & Berman has already executed leases
for 66,625 sq. ft. of the space leased by Unysis. Neuberger & Berman is currently
subleasing this space.
(3) Numbers may not add to 100.0% due to rounding.
</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.
15
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN EDENS & AVANT
LOAN INFORMATION
ORIGINAL: CUT-OFF DATE
PRINCIPAL BALANCE: $82,750,000 $82,750,000
ORIGINATION DATE: July 15, 1997
INTEREST DATE: 7.30%
AMORTIZATION: Interest only for 10 years with balloon payment
at maturity
HYPERAMORTIZATION: Not Applicable
EFFECTIVE MATURITY DATE: Not Applicable
MATURITY DATE: August 31, 2007
BORROWER/SPONSOR: Edens & Avant Financing Limited Partnership, a
Delaware limited partnership, controlled by the
State of Michigan Retirement System 83.5%, and a
group consisting of Joseph Edens and other
principals and employees of Edens & Avant, Inc.
16.5%
CALL PROTECTION: Two-year prepayment lockout from the date of
securitization, with U.S. Treasury defeasence
thereafter. Loan prepayable at par beginning 60
days prior to the Maturity Date.
REMOVAL OF PROPERTY
MANAGER: Management may be terminated (i) if at the end of
each calendar quarter DSCR for the trailing 12
months (less than) 1.25:1.0 unless borrower
deposits additional collateral to enable the loan
to meet the test (ii) upon a 50% or more change in
control of the manager, (iii) upon a default by the
manager under the management agreement (iv) upon an
event of default under the loan documents or (v) at
any time for cause.
UP FRONT RESERVES: Deferred Maintenance $ 317,009
Environmental Reserve: $ 391,188
Capital Expenditure and TI: $4,795,088
GENERAL MONTHLY
RESERVES: Property Taxes, Insurance, Debt Service and Capital
Expenditure reserves of $73,994 monthly.
COLLECTION ACCOUNT: "Sweep Account" whereby borrower deposits gross
receipts daily into a cash collateral account used
to establish the escrows listed above; "Springing
Lockbox" whereby upon DSCR (less than) 1.5:1.0 or
the occurrence of certain events of default, a hard
lockbox is established.
CROSS-COLLATERALIZATION/
DEFAULT: Yes
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: 61 retail centers, 2 office buildings
LOCATION: Location by Allocated Loan Amount
Georgia 4.2%
North Carolina 12.8%
South Carolina 72.6%
Tennessee 10.4%
YEAR BUILT: See Property Description Table
THE COLLATERAL: 54 community and neighborhood retail shopping
centers, 7 freestanding retail stores and 2 office
buildings encompassing total GLA of 4,439,655 SP.
Anchors include Food Lion, Wal-Mart, Bi-Lo, Revco,
Family Dollar and Winn Dixie.
PROPERTY MANAGEMENT: Edens & Avant Properties Limited Partnerships
AVERAGE OCCUPANCY
(APRIL 8, 1997): 91%
1996 NET OPERATING
INCOME: $ 20,238,540
UNDERWRITABLE
NET CASH FLOW: $ 20,253,312
CALCULATED VALUE AT
A 9% CAP RATE: $225,036,809
CUT-OFF DATE LOAN/PSF: $19
CUT-OFF DATE AT MATURITY
LTV: 36.8% 36.8%
DSCR(1): 3.35x 3.35x
(1) Based on Underwritable Net Cash Flow.
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>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN EDENS & AVANT
PROPERTY DESCRIPTION
- ----------------------------------------------------------------------------
<TABLE>
<CAPTION>
CUT-OFF DATE
YEAR BUILT/ OCCUPANCY ALLOCATED LOAN
PROPERTY LOCATION NRA LAST RENOVATED APRIL 8, 1997 AMOUNT
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Florence Mall Florence, SC 247,064 1965/1984 100% $5,516,883
Trenholm Plaza Forest Acres, SC 172,957 1960/1997 86 4,399,870
NBSC Building Columbia, SC 147,890 1970/1994 80 3,588,694
Hampton Plaza Clarksville, TN 189,302 1988 97 3,021,907
Cumberland Plaza McMinnville, TN 143,951 1988 97 2,835,486
Cunningham Place Clarksville, TN 149,744 1987 100 2,799,378
Bay Village Conway, SC 133,480 1988 99 2,381,777
Belvedere Plaza Anderson, SC 158,739 1965/1992 73 2,331,027
Lakeside Shopping Center Anderson, SC 137,507 1979 96 2,134,162
Triangle Village Lexington, SC 115,754 1986 97 2,031,662
Widewater Square Columbia, SC 95,700 1976/1990 95 2,028,788
Palmetto Plaza Sumter, SC 97,864 1964/1996 98 2,013,032
Edisto Village Orangeburg, SC 108,668 1972/1994 98 1,980,334
Gateway Plaza Sumter, SC 91,150 1989 88 1,956,673
Shoppers Port Charleston, SC 74,400 1974/1992 100 1,890,984
Raleigh Blvd. Shopping Center Raleigh, NC 72,232 1990 94 1,755,941
Kalmia Plaza Aiken, SC 215,330 1967 75 1,747,952
Westland Square West Columbia, SC 62,735 1987/1996 96 1,692,883
Woodberry Plaza West Columbia, SC 82,930 1976/1994 100 1,645,846
Northway Plaza Columbia, SC 74,689 1974/1988 93 1,580,781
Western Square Laurens, SC 80,764 1978 82 1,379,182
Lawndale Village Greensboro, NC 46,337 1987 100 1,323,007
Raeford-Hoke Village Raeford, NC 73,530 1982 100 1,319,807
Fairfield Square Winnsboro, SC 54,640 1987 100 1,306,443
Northside Plaza-Henderson Henderson, NC 66,090 1981/1995 90 1,283,456
St. George Plaza St. George, SC 53,211 1982/1997 78 1,282,442
Waterway Plaza Little River, SC 49,750 1991 100 1,282,040
Northside Plaza-Clinton Clinton, NC 80,030 1982 92 1,234,189
Ravenel Town Center Ravenel, SC 48,050 1996 100 1,153,951
South Square Shopping Center Lancaster, SC 44,350 1992 100 1,148,991
Barnwell Plaza Barnwell, SC 70,725 1985 100 1,148,471
Capitol Squre West Columbia, SC 79,921 1974/1993 75 1,048,824
Blowing Rock Square Blowing Rock, NC 42,559 1990 100 1,047,320
Bainbridge Mall Bainbridge, GA 145,124 1973 91 1,046,440
Three Fountains Plaza West Columbia, SC 41,450 1986/1996 95 1,009,260
Crossroads Shopping Center Asheboro, NC 51,440 1981 100 1,000,793
</TABLE>
continued
- -------------------------------------------------------------------------------
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 Ltv.
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
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN EDENS & AVANT
PROPERTY DESCRIPTION
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CUT-OFF DATE
YEAR BUILT/ OCCUPANCY ALLOCATED LOAN
PROPERTY LOCATION NRA LAST RENOVATED APRIL 8, 1997 AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Saluda Town Centre Saluda, SC 37,450 1996 100% $972,557
Clusters of Whitehall Columbia, SC 68,029 1973/1988 64 970,542
Lexington Village Lexington, SC 30,764 1988 95 954,392
Dreher Plaza West Columbia, SC 20,276 1989 100 931,594
Tri-County Plaza Royston, GA 63,510 1986 89 929,948
Clover Plaza Clover, SC 45,575 1990 98 903,605
Stephens Plaza Toccoa, GA 47,850 1989 100 804,486
Goldrush Shopping Center McCormick, SC 39,700 1993 100 757,251
Mitchell Plaza Batesburg, SC 39,970 1987 100 751,239
Blockbuster/Taco Bell-Lexington Lexington, SC 9,200 1990 100 662,593
Rosewood Extension Columbia, SC 13,188 1989 88 641,374
Edgecombe Square Tarboro, NC 85,740 1990 42 603,720
Forest Drive Shopping Ctr Columbia, SC 16,399 1988 85 519,033
Friarsgate Plaza Irmo, SC 68,235 1981/1996 82 491,790
Catawba Village Newton-Conover, NC 58,450 1978 86 477,676
Waynesville Shopping Center Waynesville, NC 33,300 1985 100 426,181
Shotwell Center Bainsbridge, GA 42,037 1980 100 403,332
Mauldin Square Mauldin, SC 15,800 1986 100 352,348
1634 Main Street Building Columbia, SC 13,994 1934/1988 89 351,753
Blockbuster-Irmo Irmo, SC 6,000 1988 100 333,806
Blockbuster-Decker Blvd. Columbia, SC 6,000 1989 100 321,007
Blockbuster-Warner Robbins Warner Robbins, GA 6,400 1989 100 281,004
Blockbuster-Broad River Columbia, SC 6,000 1988 100 222,634
Jackson Plaza Expansion Sylva, NC 8,000 1985 100 205,730
Edens KW Winnsboro Winnsboro, SC 7,200 1989 100 71,575
Taco Cid West Columbia, SC 2,090 1980 100 60,155
Lakeside Square Anderson, SC 48,441 1975 34 N/A
--------- --- -----------
TOTALS/WEIGHTED AVERAGES 4,439,655 91% $82,750,000
========= === ===========
- ------------------------------------------------------------------------------------------------------------------------------------
</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>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN EDENS & AVANT
PROPERTY DESCRIPTION
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
CUT-OFF DATE ANNUALIZED PRIMARY TENANTS WITH
ALLOCATED LOAN UNDERWRITABLE BASE RENT PSF GREATER THAN 15,000 SQ.FT.
PROPERTY AMOUNT NET CASH FLOW APRIL 8, 1997 APRIL 8, 1997(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Florence Mall $5,516,883 $1,311,100 $6.59 (2)
Trenholm Plaza 4,399,870 1,093,249 9.07 (3)
NBSC Building 3,588,694 849,396 13.06 National Bank of South Carolina (2001)
Hampton Plaza 3,021,907 765,676 4.74 (4)
Cumberland Plaza 2,835,486 695,624 5.53 Wal-Mart (2008), Food Lion (2009)
Cunningham Place 2,799,378 690,419 4.89 Winn Dixie (2007), Wal-Mart (2007)
Bay Village 2,381,777 570,345 4.98 (5)
Belvedere Plaza 2,331,027 560,524 6.27 Hamrick's Inc. (2000), Farmers
Furniture (1999)
Lakeside Shopping Center 2,134,162 523,182 4.66 Wal-Mart (2000), Bi-Lo (2011)
Triangle Village 2,031,662 508,128 4.95 Food Lion (2006), Wal-Mart (2005)
Widewater Square 2,028,788 483,524 6.19 Bi-Lo (2011)
Palmetto Plaza 2,013,032 480,719 4.64 McCrory (1999), Food Lion (2017)
Edisto Village 1,980,334 476,356 5.48 (6)
Gateway Plaza 1,956,673 495,289 6.57 Bi-Lo (2008)
Shoppers Port 1,890,984 452,297 7.26 Food Lion (2010)
Raleigh Blvd. Shopping Center 1,755,941 444,884 7.84 Food Lion (2010)
Kalmia Plaza 1,747,952 502,886 3.14 Food Lion (2017), Roses Stores (1998)
Westland Square 1,692,883 401,253 7.70 Food Lion (2016)
Woodberry Plaza 1,645,846 398,658 5.76 Winn Dixie (2014), Big Lots (2000)
Northway Plaza 1,580,781 380,015 5.02 Food Lion (2017)
Western Square 1,379,182 336,422 6.49 Bi-Lo (2012)
Lawndale Village 1,323,007 322,415 7.26 Winn-Dixie (2007)
Raeford-Hoke Village 1,319,807 317,052 5.27 B.C. Moore & Sons, Inc. (2004)
Food Lion (2015)
Fairfield Square 1,306,443 314,566 6.40 Food Lion (2007)
Northwide Plaza-Henderson 1,283,456 318,495 4.78 Food Lion (2017)
St. George Plaza 1,282,442 311,420 5.10 Food Lion (2017)
Waterway Plaza 1,282,040 313,929 7.32 Food Lion (2016)
Northwide Plaza-Clinton 1,234,189 299,409 5.26 Food Lion (2016), Maxway (2001)
Ravenel Town Centre 1,153,951 282,401 6.03 Food Lion (2016)
South Square Shopping Center 1,148,991 288,227 7.64 Food Lion (2017)
Barnwell Plaza 1,148,471 290,073 4.79 Food Lion Inc. (2005), Wal-Mart (2005)
Capitol Square 1,048,824 255,399 5.13 Bi-Lo (2010)
continued
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Lease expirations are listed assuming no renewal options are exercised.
(2) Rogers Brothers Fabrics (2000), Books A Million (2005), Fleet Mortgage Group (1998), Piggly Wiggly (2009), Peebles-Kimbrell
Company (1997)
(3) Publix Super Markets (2017), Books a Million (2004), Fresh Market (2007)
(4) Gregg Appliances, Inc. (2006), Wal-Mart (2008), Central Tractor Farm & Country (2000), Michaels Arts & Craft (2001)
(5) Big Lots (1998), Wal-mart (2008), Goody's Family Clothing (Open Expiration)
(6) Bi-Lo (2014), Badcock Furniture (1998), Maxway Store (1999)
(7) Belk-Simpson (1998), Heilig-Myers Furniture (2002), Good's Family Clothing (1998), Bargain Town (1998)
</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.
19
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN EDENS & AVANT
PROPERTY DESCRIPTION
- ----------------------------------------------------------------------
<TABLE>
<CAPTION>
CUT-OFF DATE ANNUALIZED PRIMARY TENANTS WITH
ALLOCATED LOAN UNDERWRITABLE BASE RENT PSF GREATER THAN 15,000 SQ. FT.
PROPERTY AMOUNT NET CASH FLOW APRIL 8, 1997 APRIL 8, 1997(1)
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Blowing Rock Square $ 1,047,320 $ 268,436 $ 7.21 Food Lion (2016)
Bainbridge Mall 1,046,440 267,154 2.90 (7)
Three Fountains Plaza 1,009,260 250,318 7.54 Food Lion (2016)
Crossroads Shopping Center 1,000,793 243,919 5.89 Food Lion (2006)
Saluda Town Centre 972,557 240,931 7.76 Food Lion (2016)
Clusters of Whitehall 970,542 209,177 6.71 N/A
Lexington Village 954,392 221,538 9.16 N/A
Dreher Plaza 931,594 217,762 12.61 N/A
Tri-County Plaza 929,948 210,770 4.73 Bi-Lo (2006)
Clover Plaza 903,605 234,122 6.22 Food Lion (2010)
Stephens Plaza 804,486 204,690 6.05 Bi-Lo (2009)
Goldrush Shopping Center 757,251 187,330 5.65 Food Lion (2013)
Mitchell Plaza 751,239 189,323 6.01 Food Lion (2006)
Blockbuster/Taco Bell-Lexington 662,593 157,958 19.41 N/A
Rosewood Extension 641,374 150,873 14.17 N/A
Edgecombe Square 603,720 164,470 6.65 Food Lion (2015)
Forest Drive Shopping Ctr 519,033 123,118 9.96 N/A
Friarsgate Plaza 491,790 107,720 3.32 Bi-Lo (2001)
Catawba Village 477,676 151,734 4.05 Bi-Lo (1998)
Waynesville Shopping Center 426,181 118,770 4.47 Food Lion (2006)
Shotwell Center 403,332 86,742 3.74 Harvey's Supermarket (2000)
Maudlin Square 352,348 80,514 7.02 N/A
1634 Main Street Building 351,753 81,953 12.77 N/A
Blockbuster-Irmo 333,806 78,315 13.75 N/A
Blockbuster-Decker Blvd 321,007 75,260 14.75 N/A
Blockbuster-Warner Robbins 281,004 65,621 12.25 N/A
Blockbuster-Broad River 222,634 51,778 16.76 N/A
Jackson Plaza Expansion 205,730 45,516 5.65 N/A
Edens KW Winnsboro 71,575 18,886 4.75 N/A
Taco Cid 60,155 13,529 10.33 N/A
Lakeside Square N/A 2,036 3.18 N/A
-------------- --------------- --------------- ---------------------------
Totals/Weighted Averages $82,750,000 $20,253,312 $ 6.06
============== =============== ===============
</TABLE>
- ----------------------------------------------------------------------
(1) Lease expirations are listed assuming no renewal options are exercised.
(2) Rogers Brothers Fabrics (2000), Books A Million (2005), Fleet Mortgage
Group (1998), Piggly Wiggly (2009), Peebles-Kimbrell Company (1997)
(3) Publix Super Markets (2017), Books a Million (2004), Fresh Market
(2007)
(4) Gregg Appliances, Inc. (2006), Wal-Mart (2008), Central Tractor Farm &
Country (2000), Michaels Arts & Craft (2001)
(5) Big Lots (1998), Wal-Mart (2008), Goody's Family Clothing (Open
Expiration)
(6) Bi-Lo (2014), Badcock Furniture (1998), Maxway Store (1999)
(7) Belk-Simpson (1998), Heilig-Myers Furniture (2002), Goody's Family
Clothing (1998), Bargain Town (1998)
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>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN EDENS & AVANT
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT(1)
- ------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT
TENANT OR OF TOTAL
PARENT COMPANY TENANT GLA
OF TENANT STORE NAME GLA (SF) (SF)(5)
- ------------------------- --------------------- ----------- ----------
<S> <C> <C> <C>
Food Lion, Inc. Food Lion 721,290 16.2%
Royal Ahold Bi-Lo 304,799 6.9
Wal-Mart Stores(3) Wal-Mart (3) 446,483 10.1
Revco DS, Inc. Revco 232,821 5.2
Blockbuster Entertainment Blockbuster Video 50,128 1.1
Winn-Dixie Stores Winn-Dixie 115,844 2.6
National Bank of S.C. National Bank of S.C. 46,350 1.0
Eckerd Corp. Eckerd's 59,662 1.3
Cato Corp. Cato 60,460 1.4
Publix Supermarkets Publix Supermarkets 37,912 0.9
----------- ----------
TOTALS/WEIGHTED AVERAGE
(10 LARGEST) 2,075,749 46.8%
OTHER MAJOR TENANTS (MORE
THAN 5,000 SQ. FT.) 1,440,959 32.5
REMAINING TENANTS 503,013 11.3
VACANT SPACE(2) 419,934 9.5
----------- ----------
TOTAL 4,439,655 100.0%
=========== ==========
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
PERCENT
TENANT OR OF TOTAL ANNUALIZED
PARENT COMPANY ANNUALIZED ANNUALIZED BASE RENT
OF TENANT BASE RENT BASE RENT(5) PSF
- ------------------------- ------------- ------------ ------------
<S> <C> <C> <C>
Food Lion, Inc. $ 4,170,035 17.1% $ 5.78
Royal Ahold 1,581,702 6.5 5.19
Wal-Mart Stores(3) 1,499,524 6.2 3.36
Revco DS, Inc. 1,383,127 5.7 5.94
Blockbuster Entertainment 817,699 3.4 16.31
Winn-Dixie Stores 747,224 3.1 6.45
National Bank of S.C. 637,565 2.6 13.76
Eckerd Corp. 423,779 1.7 7.10
Cato Corp. 423,443 1.7 7.00
Publix Supermarkets 318,456 1.3 8.40
------------- ------------ ------------
TOTALS/WEIGHTED AVERAGE
(10 LARGEST) $12,002,554 49.3% $ 5.78
OTHER MAJOR TENANTS (MORE
THAN 5,000 SQ. FT.) 6,161,447 25.3 4.28
REMAINING TENANTS 6,133,856 25.2 12.19
VACANT SPACE(2) 46,800 0.2 0.11
------------- ------------ ------------
TOTAL $24,344,657 100.0% $ 6.06
============= ============ ============
</TABLE>
- --------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE(1)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT OF ANNUALIZED
YEAR ENDING EXPIRING PERCENT OF ANNUALIZED TOTAL AMORTIZED BASE RENT
DEC. 31 SF TOTAL SF(5) BASE RENT BASE RENT(5) PER SQ. FT.
- ------------------------ ----------- ------------ ------------- --------------- -------------
<S> <C> <C> <C> <C> <C>
Vacant(2) 419,934 9.5% $ 46,800 0.2% $0.11
Open Expiration(4) 76,452 1.7 358,015 1.5 4.68
1997 164,590 3.7 1,322,361 5.4 8.03
1998 653,786 14.7 3,769,348 15.5 5.77
1999 379,753 8.6 2,694,931 11.1 7.10
2000 417,548 9.4 2,516,703 10.3 6.03
2001 371,125 8.4 2,641,518 10.9 7.12
2002 126,621 2.9 783,637 3.2 6.19
2003 55,770 1.3 323,573 1.3 5.80
Thereafter 1,774,076 40.0 9,887,770 40.6 5.57
----------- ------------ ------------- --------------- -------------
TOTALS/WEIGHTED AVERAGES 4,439,655 100.0% $24,344,657 100.0% $6.06
=========== ============ ============= =============== =============
</TABLE>
- -------------------------------------------------------------------------------
(1) Based on the April 8, 1997 rent roll.
(2) The $46,800 of Annualized Base Rent is from a vacated Cato at Western
square. Cato is still obligated to pay rent under its lease through
January 1999.
(3) Of the seven Wal-Mart Stores, four have vacated their space. In two of
the four cases, Wal-Mart has sub-leased the space. Wal-Mart remains
obligated under their lease terms for these centers.
(4) Open expiration category includes those leases which are listed on the
rent roll as being either month-to-month, or having expirations that
are prior to the date of the rent roll or having no expiration date.
(5) Numbers may not total 100.0% 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.
21
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN ASHFORD
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $74,500,000 $73,537,438
ORIGINATION DATE: January 21,1997
INTEREST RATE: 8.60%
AMORTIZATION: 240 months
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate
increases to 13.60%. All excess cash flow is
used to reduce outstanding principal balance;
the additional 5% interest accrues interest at
the increased rate and is deferred until the
principal balance is zero.
EFFECTIVE MATURITY DATE: January 21, 2007
MATURITY DATE: February 1, 2017
BORROWER/SPONSOR: 15 separate special-purpose borrowing entities,
each a Delaware limited partnership controlled
by the Fisher Brothers, Gordon Getty and George
Soros.
CALL PROTECTION: Two year prepayment lockout from the date of
securitization with U.S. Treasury defeasance
thereafter. Loan prepayable at par beginning 60
days prior to the Effective Maturity Date.
REMOVAL OF PROPERTY
MANAGER: Management may be terminated (i) if at the end
of each calendar quarter DSCR for the trailing
12 months is <1.15:1 and RevPAR at the
properties is <72.9% of RevPAR at specified
competitive properties as reported in the Smith
Travel Research Report for the trailing 12
months, (ii) upon a 50% or more change of
control of the manager without lender consent,
(iii) following acceleration or a monetary
event of default, (iv) for manager's gross
negligence, willful misconduct or fraud, or (v)
upon appointment of a receiver.
UP FRONT RESERVES: Deferred Maintenance: $318,000
GENERAL MONTHLY Property Taxes, Insurance, Debt Service, Ground
RESERVES: Lease, FF&E Reserves in the amount of $273,520
monthly.
COLLECTION ACCOUNT: Hard Lockbox.
CROSS-COLLATERALIZATION: Yes.
CROSS-DEFAULT: A default of the Westbury Loan ($2.5m) does not
default the rest of this loan, however a default
of the rest of the loan does default the
Westbury Loan.
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: 14 hotels, 1 office building
LOCATION: LOCATION BY ALLOCATED LOAN ACCOUNT
Nebraska 1.5%
California 29.5%
Florida 27.6%
Texas 18.0%
New York 9.2%
New Jersey 5.7%
Massachusetts 4.9%
Virginia 3.6%
YEAR BUILT: See Property Description Table
THE COLLATERAL: 14 franchised hotels, with a total of 2,923
rooms, and one office building with GLA of
93,773 SF.
PROPERTY MANAGEMENT: Remington Hotel Corporation Affiliates
AVERAGE OCCUPANCY: HOTEL OFFICE
(LTM MAY 31, 1997) 66.3% 93.5%
ADR: $74.19 NA
(LTM MAY 31, 1997)
REVPAR: $49.19 NA
(LTM MAY 31, 1997)
1996 NET OPERATING
INCOME: $18,215,700
UNDERWRITABLE
NET CASH FLOW: $16,886,490
APPRAISED VALUE: $144,450,000
APPRAISED BY: Hospitality Valuation Services
APPRAISAL DATE: January 1, 1997
CUT-OFF DATE
LOAN/PER ROOM(1): $23,943
CUT-OFF DATE AT MATURITY
LTV: 50.9% 36.4%
DSCR(2): 2.16x 3.06x
(1) Based on Underwritable Net Cash Flow.
(2) Loan per Room excludes the $3,553,487 loan amount allocated to the office
building
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>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN ASHFORD
PORTFOLIO OVERVIEW
<TABLE>
<CAPTION>
YEAR
PROPERTY LOCATION ROOMS/SQ.FT. YEAR BUILT RENOVATED
<S> <C> <C> <C> <C>
Newark/Fremont Hilton Newark, CA 311 1984 1994
Radisson Plaza Fort Worth, TX 517 1921/1969 1980
Embassy Suites Palm Beach
Gardens Palm Beach Gardens, FL 160 1989 1995
St. Petersburg Bayfront Hotel St. Petersburg, FL 333 1971 1995
Holiday Inn Select, Beverly
Hills Beverly Hills Beverly Hills, CA 260 1973 1994
Admiralty Office Building Palm Beach Gardens, FL 93,773 1989 NA
Holiday Inn Select, Clark Clark, NJ 191 1973 1995
Howard Johnson Hotel Woburn, MA 100 1972 1994
Ramada Inn Seminary Plaza Alexandria, VA 193 1975 1995
Howard Johnson Lodge Middletown, NY 117 1975 1984
Howard Johnson Motor Lodge Westbury, NY 80 1967 1994
Howard Johnson Bed N Breakfast Commack, NY 109 1971 1995
Howard Johnson Plaza Saddle Brook, NJ 141 1969 1994
Ramada Inn Omaha, NE 215 1973 1995
Woburn Ramada Hotel Woburn, MA 196 1972 1995
----------
TOTAL 2,923 ROOMS/
93,773 SQ.FT.
=============
</TABLE>
<TABLE>
<CAPTION>
CUT-OFF DATE
ALLOCATED LOAN LOAN OCCUPANCY ADR UNDERWRITTEN
PROPERTY AMOUNT PER ROOM/PSF LTM MAY 31, 1997(1) LTM MAY 31. 1997 CASH FLOW
<S> <C> <C> <C> <C> <C>
Newark/Fremont
Hilton $14,016,532 $45,069 81.4% $86.92 $ 3,568,915
Radisson Plaza 13,226,868 25,584 59.4 85.74 3,150,788
Embassy Suites Palm
Beach Gardens 8,883,717 55,523 79.8 98.08 1,497,892
St. Petersburg
Bayfront Hotel 7,797,930 23,417 64.9 71.00 1,537,748
Holiday Inn Select,
Beverly Hills 7,699,222 29,612 75.7 68.84 1,557,977
Admiralty Office
Building 3,553,487 38 93.5 N/A 720,625
Holiday Inn Select,
Clark 3,059,947 16,021 69.8 82.54 1,410,192
Howard Johnson Hotel 2,763,823 27,638 72.4 68.38 578,386
Ramada Inn Seminary
Plaza 2,665,115 13,809 60.9 69.36 594,895
Howard Johnson Lodge 2,566,407 21,935 53.3 55.95 394,591
Howard Johnson Motor
Lodge 2,467,699 30,846 81.1 71.44 485,653
Howard Johnson Bed N
Breakfast 1,776,743 16,300 59.3 65.38 343,573
Howard Johnson Plaza 1,184,496 8,401 62.0 67.66 352,813
Ramada Inn 1,085,788 5,050 53.1 48.35 111,263
Woburn Ramada Hotel 789,664 4,029 61.7 66.07 581,179
--------- ------ ---- ----- -------
TOTAL/WEIGHTED
AVERAGES $73,537,438 $23,943/$38 66.3% $74.19 $16,886,490
=========== =========== ==== ====== ===========
</TABLE>
(1) Numbers may not total 100.0% 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.
23
<PAGE>
LARGE
LOAN
PRELIMINARY COLLATERAL TERM SHEET:
MANSION GROVE
LOAN INFORMATION
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $73,000,000 $72,862,226
ORIGINATION DATE: June 9, 1997
INTEREST RATE: 8.35%
AMORTIZATION: 360 months
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate
increases to the greater of 10.35% or the 20 year
UST + 2%, capped at 13.35%. All excess cash flow is
used to reduce outstanding principal balance; the
additional interest accrues interest at the
increased rate and is deferred until the principal
balance is zero.
EFFECTIVE MATURITY
DATE: July 1, 2007
MATURITY DATE: July 1, 2027
BORROWER/SPONSOR: Lick Mill Creek Apartments, a California limited
partnership. The limited partners are three family
trusts controlled by Sanford Diller 89%, Mark Kroll
5% and Robert Wagner 6%. The sole general partner is
Santa Clara Citimarc Devco, Inc., which is controlled
by Sanford Diller.
CALL PROTECTION: Prepayment lockout prior to July 1, 2002, thereafter
prepayable with a prepayment premium equal to the
greater of, (i) yield maintenance at U.S. Treasury
flat and (ii) 1% of the outstanding loan balance.
Loan prepayable at par beginning 90 days prior to the
Effective Maturity Date.
REMOVAL OF PROPERTY
MANAGER: Management may be terminated (i) if at the end of a
calendar quarter DSCR for the trailing twelve months
less than 1.10:1 and property is not being managed as
well as other properties in the market and continues
as such for 90 days (ii) upon the occurrence of an
event of default and appointment of a receiver, or
(iii) after the Effective Maturity Date.
UP FRONT RESERVES: None
GENERAL MONTHLY
RESERVES: Property Taxes, Insurance and Replacement reserves of
$29,200 montly.
COLLECTION ACCOUNTS: "Sweep Account" whereby borrower deposits gross
receipts daily into a property account which is swept
regularly into a cash collateral account used to
establish the escrows listed above; however, debt
service is not funded through the sweep account
unless Borrower defaults on payment or loan goes into
default.
CROSS-COLLATERALIZATION/ Not Applicable
DEFAULT:
MEZZANINE LOANS: None
</TABLE>
<PAGE>
PROPERTY INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Multifamily
LOCATION: 502 Mansion Park Drive
Santa Clara, California
YEAR BUILT: 1987 to 1989
THE COLLATERAL: 877-unit residential complex consisting of 24
three-story buildings and one cottage used as a
maintenance and concierge office in Santa Clara,
California Residential: 725,350 SF
Parking: 1,625 spaces of which 1,124 are located
within subterranean parking garages.
AMENITIES: 3 pools, 3 spas, 3 tennis courts, a 1,296 square foot
convenience store, weight and aerobic rooms
PROPERTY MANAGEMENT: Prometheus Management Group, Inc. d/b/a Maxim
Property Management
OCCUPANCY
(JUNE 26, 1997): 97%
1996 NET OPERATING
INCOME: $9,363,629
UNDERWRITABLE NET CASH
FLOW: $9,246,143
APPRAISED VALUE: $118,000,000
APPRAISED BY: Landauer Associates, Inc.
APPRAISAL DATE: April 9, 1997
CUT-OFF DATE
LOAN/PER UNIT: $83,081
CUT-OFF DATE AT MATURITY
LTV: 61.7% 54.7%
DSCR(1): 1.39x 1.58x
</TABLE>
- --------------
(1) Based On Underwritable Net Cash Flow.
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>
LARGE LOAN
PRELIMINARY COLLATERAL TERM SHEET:
MANSION GROVE
RESIDENTIAL UNIT SUMMARY(1)
<TABLE>
<CAPTION>
AVERAGE TOTAL TOTAL
AVERAGE TOTAL MARKET MONTHLY MARKET MONTHLY MARKET ANNUAL
TYPE NO. UNITS SQUARE FEET SQUARE FEET RENT/UNIT RENT/UNIT RENT/UNIT
- ------------------------ ----------- ------------- -------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C> <C>
2 bedroom, 2 bath 1 1,000 1,000 $1,800 $ 1,800 $ 21,600
1 bedroom, 1 bath 438 700 306,600 1,250 547,500 6,570,000
2 bedroom, 2 bath 150 961 144,150 1,600 240,000 2,880,000
2 bedroom, 2 bath 288 950 273,600 1,550 446,400 5,356,800
----------- ------------- -------------- -------------- -------------- ---------------
TOTALS/WEIGHTED AVERAGES 877 827 725,350 $1,409 $1,235,700 $14,828,400
=========== ============= ============== ============== ============== ===============
</TABLE>
- -----------------------------------------------------------------------------
(1) Source: Landauer Associates, 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.
25
<PAGE>
LARGE LOAN
PRELIMINARY COLLATERAL TERM SHEET:
NORTH SHORE TOWERS
LOAN INFORMATION
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $71,700,000 $70,280,966
ORIGINATION DATE: November 21, 1994
INTEREST RATE: 9.32%; 2.57% retained by John
Hancock, leaving a
pass-through coupon of 6.75%
AMORTIZATION: 360 months
HYPERAMORTIZATION: None Applicable
EFFECTIVE MATURITY
DATE: Not Applicable
MATURITY DATE: December 1, 2004
BORROWER/SPONSOR: The borrower is North Shore
Towers Apartments
Incorporated, a New York
Corporation and the sponsor is
Three Towers Holding, Inc., a
co-operative housing unit.
CALL PROTECTION: Prepayable in full with a
prepayment premium equal to
the greater of: (i) yield
maintenance and; (ii) 1% of
the outstanding loan balance.
Loan prepayable at par
beginning 90 days prior to
the Maturity Date.
REMOVAL OF PROPERTY
MANAGER: None.
UP FRONT RESERVES:
[(BALANCE AS OF CUT-OFF
DATE)]: None
GENERAL MONTHLY
RESERVES: Property Taxes
COLLECTION ACCOUNTS: None
CROSS-COLLATERALIZATION/
DEFAULTS: Not Applicable
MEZZANINE LOAN: None
</TABLE>
PROPERTY INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: High-rise Multifamily Cooperative
LOCATION: 269-10, 270-10, and 271-10 Grand
Central Parkway
Floral Park, New York
YEAR BUILT: 1971
THE COLLATERAL: Three 33-story, 1,844-unit
multifamily buildings in Queens
County, New York:
Residential: 1,743,792 NRSF
Parking: 2,374 spaces in a below
grade parking garage, plus 547
surface parking spaces.
AMENITIES: 18-hole golf course, swimming
pool, tennis courts, movie
theater, plus commercial tenants
including;
Chase Manhattan Bank, Towers Card
and Gift Shop, Towers Fruit and
HBA Travel.
PROPERTY MANAGEMENT: North Shore Towers Management
Incorporated affiliate of sponsor
OCCUPANCY: Sponsor Held Units (295 Total),
were 92% occupied as of August 22, 1997.
1996 NET OPERATING INCOME: N/A
UNDERWRITABLE NET CASH
FLOW: $20,124,264
APPRAISED VALUE: $350,000,000
APPRAISED BY: Regional Appraisal Associates
APPRAISAL DATE: June 30, 1997
CUT-OFF DATE
LOAN/PER UNIT: $38,113
CUT-OFF DATE AT MATURITY
LTV: 20.1% 18.4%
DSCR(1): 2.83x 3.14x
</TABLE>
(1) Based on Underwritable Net Cash Flow.
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>
LARGE LOAN
PRELIMINARY COLLATERAL TERM SHEET:
NORTH SHORE TOWERS
RESIDENTIAL APARTMENT UNITS SUMMARY
<TABLE>
<CAPTION>
NO. NO. TOTAL SQ. FT./ TOTAL SQ.
TYPE UNITS ROOMS ROOMS UNIT FT.
- -------------- ------- ------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
One Bed-Arcade 1 3.0 3 684 684
Two Bed-Arcade 1 4.0 4 712 712
Two Bed-Arcade 1 5.0 5 1,216 1,216
Studio-Arcade 6 2.0 12 300 1,800
Studio 22 2.0 44 450 9,900
Studio 137 2.5 343 600 82,200
One Bed 403 3.0 1,209 700 282,100
One Bed 706 4.0 2,824 930 656,580
Two Bed 444 5.0 2,220 1,200 532,800
Two Bed 13 7.0 91 1,800 23,400
Three Bed 104 6.0 624 1,350 140,400
Three Bed 6 8.0 48 2,000 12,000
------- ------- -----------
TOTALS 1,844 7,427 1,743,792
======= ======= ===========
</TABLE>
- -----------------------------------------------------------------------------
SPONSOR HELD RESIDENTIAL APARTMENT UNITS SUMMARY
<TABLE>
<CAPTION>
STABILIZED
NO. NO. TOTAL SQ. FT./ TOTAL MONTHLY MONTHLY
TYPE/SQ.FT OF UNITS OF ROOMS ROOMS UNIT SQ. FT. RENT MAINTENANCE(1)
- ------------ ---------- ---------- ------- ---------- --------- ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C>
Studio 1 2.0 2 450 450 $ 690 $ 440
Studio 1 2.5 3 600 600 1,145 617
One Bed 54 3.0 162 700 37,800 49,159 37,542
One Bed 131 4.0 524 930 121,830 165,300 151,225
Two Bed 93 5.0 465 1,200 111,600 155,222 152,982
Three Bed 14 6.0 84 1,350 18,900 26,347 31,879
Three Bed 1 8.0 8 2,000 2,000 4,037 3,905
---------- ------- --------- ------------ --------------
TOTALS 295 1,248 293,180 $401,900 $378,590
========== ======= ========= ============ ==============
</TABLE>
- -----------------------------------------------------------------------------
(1) Monthly Maintenance is calculated by allocating the maintenance charges
per available share, including electricity, from the December 31, 1996
financial statement to individual units based on their share allocation
outlined in the Offering Plan September 16, 1985.
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.
<PAGE>
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
27
<PAGE>
LARGE LOAN
PRELIMINARY COLLATERAL TERM SHEET:
FASHION MALL -- KEYSTONE AT THE CROSSING
LOAN INFORMATION
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $65,000,000 $64,864,238
ORIGINATION DATE: June 13, 1997
INTEREST RATE: 7.85%
AMORTIZATION: 360 MONTHS
HYPERAMORTIZATION: After the Effective Maturity
Date, interest rate increases
to the greater of 9.85% or the
20 year UST + 2%, capped at
12.85%. All excess cash flow is
used to reduce outstanding
principal balance; the
additional interest accrues
interest at the increased rate
and is deferred until the
principal balance is zero.
EFFECTIVE MATURITY DATE: June 13, 2007
MATURITY DATE: July 1, 2027
THE BORROWER/SPONSOR: Galahad Real Estate
Corporation, a wholly-owned
subsidiary of Pendragon Real
Estate Corporation, which is a
wholly-owned subsidiary of
Shell Pensions Trust Ltd.,
United Kingdom, as trustee of
the Shell Contribution Pension
Fund.
CALL PROTECTION: Two year prepayment lockout
from the date of the
securitization; thereafter,
prepayable with a prepayment
premium equal to the greater
of: (i) yield maintenance at
U.S. Treasury plus 50bp and
(ii) 1% of the outstanding loan
balance. Loan prepayable at par
beginning 90 days prior to the
Effective Maturity Date.
REMOVAL OF PROPERTY
MANAGER: Management may be replaced by
lender if as of the end of any
calendar quarter DSCR less than
1.10:1, or following an event
of default or at any time after
the Effective Maturity Date.
UP-FRONT RESERVES: None
ONGOING RESERVES: Property Taxes, Insurance, Debt
Service, Ground Rent and
Replacement Reserves of $8,518
monthly.
COLLECTION ACCOUNT: Hard Lockbox
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: None
</TABLE>
PROPERTY INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Regional Mall
LOCATION: 8702 Keystone Crossing,
Indianapolis, Indiana
YEAR BUILT/RENOVATED AND
EXPANDED: 1973/various times to 1992.
<PAGE>
THE COLLATERAL: Two-story, two-anchor regional
mall, with a total GLA of 682,912
SF, mall store space of 349,222
SF, 249,721 SF of anchor stores,
54,829 SF of outparcel space and
29,140 SF is an adjacent
one-story strip center.
Collateral GLA is 682,912.
Anchors are Parisian and
Jacobson.
PROPERTY MANAGEMENT: Urban Shopping Centers, Inc. a
NYSE company
PERCENT OF MALL STORE SPACE
LEASED (MAY 31, 1997): 88.0%
1996 NET OPERATING INCOME: $10,170,268
UNDERWRITABLE NET CASH
FLOW: $9,748,888
APPRAISED VALUE: $116,000,000
APPRAISED BY: Landauer Associates, Inc.
APPRAISAL DATE: March 18, 1997
CUT-OFF DATE
LOAN/PSF: $95
CUT-OFF DATE AT MATURITY
LTV: 55.9% 49.1%
DSCR(1): 1.73x 1.97x
MALL STORE SALES 1995 1996
PSF(2): $372 $359
</TABLE>
(1) Based on Underwritable Net Cash Flow.
(2) 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.
28
<PAGE>
LARGE LOAN
PRELIMINARY COLLATERAL TERM SHEET:
FASHION MALL -- KEYSTONE AT THE CROSSING
TEN LARGEST MALL STORE TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
<CAPTION>
PERCENT PERCENT
TENANT OR OF TOTAL OF TOTAL ANNUALIZED
PARENT COMPANY TENANT GLA ANNUALIZED ANNUALIZED BASE RENT
OF TENANT STORE NAME GLA (SF) (SF)(3) BASE RENT BASE RENT(3) PSF
- ------------------------------------- ------------------------------- --------- ---------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
The Limited Inc. Limited 37,531 10.7% $ 716,383 9.9% $19.09
Abercrombie and Fitch
Structure
Bath & Body Works
Victoria's Secret
Williams-Sonoma, Inc. Hold Everything 20,148 5.8 424,119 5.8 21.05
Pottery Barn
Williams-Sonoma
The Gap Inc. Banana Republic 15,537 4.4 418,696 5.8 26.95
Gap
Gap Kids
Baby Gap
Spiegel, Inc. Edie Bauer 17,534 5.0 403,282 5.6 23.00
J. Crew Group, Inc. J. Crew 8,566 2.5 308,376 4.3 36.00
Talbots Talbots 9,508 2.7 218,176 3.0 22.95
Talbots Kids
Laura Ashley Holdings, Plc. Laura Ashley 8,000 2.3 208,000 2.9 26.00
Marks & Spencer, Plc. Brooks Brothers 6,678 1.9 153,594 2.1 23.00
Jos. A. Bank Clothiers Jos. A. Bank Clothiers 7,608 2.2 144,552 2.0 19.00
Raleigh Limited Raleigh Limited 6,000 1.7 135,900 1.9 22.65
--------- ---------- ------------ ------------ ---------
TOTAL/WEIGHTED AVERAGE (10 LARGEST) 137,110 39.3% $3,131,077 43.2% $22.84
REMAINING (EXCLUDING NON-OWNED ANCHORS) 168,199 48.2 4,121,583 56.8 24.50
VACANT 43,913 12.6 0 0.0 0.00
--------- ---------- ------------ ------------ ---------
TOTAL (EXCLUDING NON-OWNED ANCHORS) 349,222 100.0% $7,252,660 100.0% $23.89(2)
========= ========== ============ ============ =========
</TABLE>
- -----------------------------------------------------------------------------
(1) Based on the May 1997 Rent Roll. Mall Store Space only includes Fashion
Mall East and Fashion Mall West. Excludes Keystone Shoppes and
outparcels.
(2) Does not include vacant and open expiration square footage and base
rent.
(3) Numbers may not total 100.0% 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.
29
<PAGE>
LARGE LOAN
PRELIMINARY COLLATERAL TERM SHEET:
FASHION MALL -- KEYSTONE AT THE CROSSING
<TABLE>
<CAPTION>
CREDIT
RATING OF
PARENT ANCHOR- OPERATING
PARENT COMPANY(1) OWNED LEASE COVENANT REA
ANCHORS COMPANY S&P/MOODY'S GLA COLLATERAL EXPIRATION(2) EXPIRATION(3)(4) TERMINATION
- ------------ -------------------- --------------- --------- ------------ --------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Parisian Proffitt's Inc. Na/Ba2 129,721 Collateral 2043 2013 NA
Jacobson's Jacobson Stores Inc. NA/Ba3 120,000 Collateral 2048(4) 2013(4) NA
</TABLE>
- -----------------------------------------------------------------------------
MALL STORE LEASE EXPIRATION SCHEDULE (5)
- -----------------------------------------------------------------------------
<TABLE>
<CAPTION>
PERCENT OF TOTAL
YEAR ENDING PERCENT OF ANNUALIZED TENANT ANNUALIZED BASE ANNUALIZED BASE
DECEMBER 31 EXPIRING SF TOTAL SF(7) BASE RENT RENT(7) RENT PSF
- -------------- ------------- -------------- ----------------- ---------------- ---------------
<S> <C> <C> <C> <C> <C>
Vacant 43,913 12.57% $ 0 0.00% $ 0.00
Month to Month 9,979 2,86 198,384 2.74 19.88
1997 6,570 1.88 174,528 2.41 26.56
1998 22,338 6.40 597,891 8.24 26.77
1999 36,733 10.52 834,907 11.51 22.73
2000 40,208 11.51 749,370 10.33 18,64
2001 10,113 2.90 247,411 3.41 24.46
2002 4,529 1.30 126,471 1.74 27.92
2003 22,069 6.32 646,354 8.91 29.29
2004 35,063 10.04 794,538 10.96 22.66
2005 46,512 13.32 1,071,285 14.77 23.03
2006 35,310 10.11 998,131 13.76 28.27
2007 or Later 35,885 10.28 813,389 11.22 22.67
------------- -------------- ----------------- ---------------- ---------------
TOTAL 349,222 100.00% $7,252,660 100.00% $23.89(6)
============= ============== ================= ================ ===============
</TABLE>
- -----------------------------------------------------------------------------
(1) Reflects long-term debt rating as of September 22, 1997.
(2) Includes initial term and options identified in the lease.
(3) Date of operating covenant expiration 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 latest required term commencement date of the lease. The
actual commencement date, and expiration date, may be earlier.
(5) Based on the May 1997 Rent Roll. Mall Store Space only includes Fashion
Mall East and Fashion Mall West. Excludes Keystone Shoppes and
outparcels.
(6) Weighted average annualized base rent PSF excludes vacant space and
month-to-month tenants.
(7) Numbers may not total 100.00% 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.
30
<PAGE>
LARGE
LOAN
PRELIMINARY COLLATERAL TERM SHEET:
YORKTOWN SHOPPING CENTER
LOAN INFORMATION
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $60,000,000 $57,304,459
ORIGINATION DATE: June 28, 1994, refinancing existing loans made
between 1968 and 1986
INTEREST RATE: 8.25%
AMORTIZATION: 300 months
HYPERAMORTIZATION: N/A
EFFECTIVE MATURITY
DATE: N/A
MATURITY DATE: July 1, 2004
BORROWER/SPONSOR: Yorktown Joint Venture, an Illinois general
partnership. The general partners are the
Estate of E.D. Pehrson et. al. (52.0%) the
Rogers Brothers (21.0%), Pehrson Yorktown
Investments, L.P. (14.06%) Carroll Yorktown
Investments, L.P. (8.44%), Joel B. Wilder
(3.5%) and Sumner Schein (1.0%)
CALL PROTECTION: Prepayment lockout through July 1, 1999;
thereafter, payable with a prepayment premium
equal to the greater of: (i) yield maintenance
at U.S. Treasury plus 50bp and (ii) 2%
declining 1/4% annually to 1% of the
outstanding loan balance. Loan prepayable at
par 90 days prior to the Effective Maturity
Date.
REMOVAL OF PROPERTY
MANAGER: None
UP FRONT RESERVES: None
ONGOING RESERVES: Property Taxes and Insurance
COLLECTION ACCOUNT: None
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: None; however, mortgage allows borrower to
secure secondary financing provided certain
DSCR (combined greater than 1.25x), LTV
(combined less than 90%), and occupancy
(greater than 85%) tests are met and mortgagee
approves form and content of documents.
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Super Regional Mall
LOCATION: 203 Yorktown Avenue, Lombard, Illinois
YEAR BUILT/RENOVATED
AND EXPANDED: 1968/1994
THE COLLATERAL: Two-story, four-anchor super regional mall
with a total GLA of 1,305,907 SF, mall store
space of 392,658, 825,368 SF of self-owned
anchor stores and 87,881 SF of outparcel
space. Collateral GLA is 480,539.
Anchors include JC Penney, Von Maur,
Montgomery Ward and Carson, Pirie, Scott & Co.
PROPERTY MANAGEMENT: R. Long, E.D. Pehrson Associates, Wilder
Management
PERCENT OF MALL STORE
SPACE LEASED
(JUNE 30, 1997): 91.7%
1996 NET OPERATING
INCOME: $8,253,907
UNDERWRITABLE NET
CASH FLOW: $7,570,166
APPRAISED VALUE: $119,500,000
APPRAISED BY: Landauer Associates Inc.
APPRAISAL DATE: September 9, 1997
CUT-OFF DATE
LOAN/PSF: $119
CUT-OFF DATE AT MATURITY
LTV: 48.0% 40.8%
DSCR(1): 1.33x 1.64x
MALL STORE SALES 1995 1996
PSF(2): $ 281 $ 297
</TABLE>
- ------------
(1) Based on Underwritable Net Cash Flow.
(2) 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.
31
<PAGE>
LARGE
LOAN
PRELIMINARY COLLATERAL TERM SHEET:
YORKTOWN SHOPPING CENTER
TEN LARGEST MALL STORE TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
<CAPTION>
PERCENT PERCENT
TENANT OR OF TOTAL OF TOTAL ANNUALIZED
PARENT COMPANY TENANT GLA ANNUALIZED ANNUALIZED BASE RENT
OF TENANT STORE NAME GLA (SF) (SF)(3) BASE RENT BASE RENT(3) PSF
- ------------------------ ------------------- --------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
The Limited Inc. Express, Inc. 41,381 10.5% $853,320 12.9% $20.62
Lane Bryant
Lerners
Limited
Structure
Victoria's Secrets
Wooldworth Corp. Woolworths 58,967 15.0 362,735 5.5 6.15
Footlocker
Lady Footlocker
Champs sports
NA The Gap 10,094 2.6 238,856 3.6 23.66
The Gap Kids
NA Evans 15,719 4.0 223,989 3.4 14.25
Casual Corner Group Inc. Casual Corner 7,000 1.8 175,355 2.6 25.05
Petite Sophisticate
Mark Bros. Jewelers Mark Bros. Jewelers 1,938 0.5 172,200 2.6 88.85
Lundstrom Jewelers
Musicland Sam Goody 12,486 3.2 163,000 2.5 13.05
Disney Store Disney Store 6,432 1.6 141,504 2.1 22.00
NA Rogers Jewelers 1,887 0.5 113,220 1.7 60.00
NA Bachrachs 5,058 1.8 105,510 1.6 20.86
--------- ---------- ------------ ------------ ------------
TOTAL/WEIGHTED AVERAGE (10 LARGEST) 160,962 41.0% $2,549,689 38.4% $15.84
REMAINING (EXCLUDING NON-OWNED ANCHORS) 199,190 50.7 4,088,086 61.6 20.52
VACANT 32,506 8.3 0 0.0 0.00
--------- ---------- ------------ ------------ ------------
TOTAL (EXCLUDING NON-OWNED ANCHORS) 392,658 100.0% $6,637,775 100.0% $19.57(2)
========= ========== ============ ============ ============
</TABLE>
- ------------
(1) Based on the June 30, 1997 Rent roll.
(2) Weighted Average annualized base rent PSF excludes vacant space and
month to month tenants.
(3) Numbers may not total 100.0% 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.
32
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
YORKTOWN SHOPPING CENTER
ANCHOR SUMMARY
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CREDIT RATING OF OPERATING REA
PARENT PARENT COMPANY(1) ANCHOR-OWNED/ LEASE COVENANT TERMINATION
ANCHOR TENANT COMPANY (S&P)(MOODY'S) GLA COLLATERAL EXPIRATION EXPIRATION(2) YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
<S><C>
J.C. Penney J.C. Penney Co., Inc. A/A2 239,110 Anchor-Owned NA Expired 2010
Carson, Pirie, Scott Carson, Pirie, Scott & Co. NA/NA 214,534 Anchor-Owned NA Expired 2010
Von Maur Von Maur and Company NA/NA 206,342 Anchor-Owned NA 2009 2033
Montgomery Ward Montgomery Ward & Co. NA/NA(3) 165,382 Anchor-Owned NA Expired 2010
</TABLE>
MALL STORE LEASE EXPIRATION SCHEDULE(4)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
ANNUALIZED
YEAR ENDING EXPIRING PERCENT OF ANNUALIZED PERCENT OF TOTAL BASE RENT
DECEMBER 31 SF TOTAL SF(6) BASE RENT ANNUALIZED BASE RENT(6) PER SQ. FT.
- ----------------------------------------------------------------------------------------------------
<S><C>
Vacant 32,506 8.28% $ 0 0.00% $ 0.00
Month to Month 36,591 9.32 306,465 4.62 8.38
1997 43,049 10.96 313,444 4.72 7.28
1998 30,247 7.70 615,685 9.28 20.36
1999 58,020 14.78 316,329 4.77 5.45
2000 17,257 4.39 537,791 8.10 31.16
2001 11,409 2.91 409,744 6.17 35.91
2002 15,247 3.88 556,692 8.39 36.51
2003 9,323 2.37 555,479 8.37 59.58
2004 23,227 5.92 644,130 9.70 27.73
2005 16,910 4.31 463,219 6.98 27.39
2006 52,592 13.39 1,100,928 16.59 20.93
2007 or Later 46,280 11.79 817,869 12.32 17.67
------- ------ ---------- ------ -----
TOTAL/WEIGHTED AVERAGE 392,658 100.00% $6,637,775 100.00% $19.57(5)
======= ====== ========== ====== ======
- -------------------------------------------------------------------------------
(1) Reflects long-term debt rating of the parent company as of September 1997.
(2) Date of operating covenant expiration is the expiration date of the covenant
requiring the anchor store to be open and operating (inclusive of current
name and other store names), without taking into account co-tenancy or other
operating requirements.
(3) See information in the Prospectus Supplement regarding Montgomery Ward & Co.
bankruptcy.
(4) Data is based on the June 30, 1997 Rent Roll.
(5) Weighted average annualized base rent PSF excludes vacant space and month to
month tenants.
(6) Numbers may not total 100.00% due to rounding.
</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.
33
<PAGE>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
GRAND KEMPINSKI
LOAN INFORMATION
<TABLE>
<CAPTION>
<S> <C> <C>
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $55,000,000 $55,000,000
ORIGINATION DATE: September 11, 1997
INTEREST RATE: 8.63%
AMORTIZATION: 300 months
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate
increases to 13.63%. All excess cash flow is used to
reduce outstanding principal balance; the additional
5% interest accrues interest at the increased rate and
is deferred until the principal balance is zero.
EFFECTIVE MATURITY DATE: October 1, 2007
MATURITY DATE: October 1, 2022
BORROWER/SPONSOR: Registry Dallas Associates L.P., a special-purpose
Delaware limited partnership controlled by the Rolaco
Group.
CALL PROTECTION: Prepayment lockout through September 11, 2000;
thereafter, prepayable with a prepayment premium of
the greater of: (i) yield maintenance at U.S. Treasury
flat and (ii) 1% of the outstanding loan balance.
Loan prepayable at par beginning on the Effective
Maturity Date.
REMOVAL OF PROPERTY
MANAGER: Management may be replaced by leader if as of the
end of any calendar quarter DSCR <1.10 or following
an event of default.
UP FRONT RESERVES: Repair Fund: $127,750
GENERAL MONTHLY
RESERVES: Property Taxes, Insurance, Debt Service, FF&E
Reserves equal to 1/12 of 4% of annual operating
income, Operating Expenses, Mezzanine Escrow.
COLLECTION ACCOUNT: Hard Lockbox
CROSS-COLLATERALIZING/
DEFAULT: N/A
MEZZANINE LOANS: Yes. $7,000,000. Currently held by Morgan Stanley
Mortgage Capital Inc.
</TABLE>
PROPERTY INFORMATION
<TABLE>
<CAPTION>
<S> <C>
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Hotel
LOCATION: 15201 Dallas Parkway, Dallas, Texas
YEAR BUILT: 1983
THE COLLATERAL: Four-star, 15-story luxury convention hotel with 528
rooms, 76,318 square feet of meeting space and 860
parking spaces.
PROPERTY MANAGEMENT: Kempinski International, Inc. Inter-Continental, Inc.
will be managing the hotel by November 15, 1997
(approximately). Inter-Continental, Inc. has executed
a new management contract.
AVERAGE OCCUPANCY
(LTM JUNE 30, 1997): 69.9%
ADR
(LTM JUNE 30, 1997): $110.99
REVPAR
(LTM JUNE 30, 1997): $77.58
1996 NET OPERATING INCOME: $11,416,707
UNDERWRITABLE
NET CASH FLOW: $9,289,725
APPRAISED VALUE: $90,000,000
APPRAISED BY: Hospitality Valuation Services.
APPRAISAL DATE: April 1, 1997
CUT-OFF DATE LOAN/ROOM: $104,167
CUT-OFF DATE AT MATURITY
LTV: 61.1% 50.1%
DSCR(1): 1.73x 2.11x
(1) Based on Underwritable Net Cash Flow.
</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.
34
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN GRAND KEMPINSKI
PROPERTY OVERVIEW
- ---------------------------------------------------
<TABLE>
<CAPTION>
GUESTROOMS UNITS
- --------------------------------------- ---------
<S> <C>
King Beds 293
Double/Doubles 204
Suites 31
---------
TOTAL 528
=========
FOOD/BEVERAGE FACILITY SEATS
- --------------------------------------- ---------
Le Cafe (Coffee Shop/Restaurant) 250
Monte Carlo (French/Italian Restaurant) 230
La Gala (Reception Hall) 150
Malachite (Showroom) 750
Bristol Lounge (Lobby Lounge/Bar) 120
Kempi's (Nightclub) 750
---------
TOTAL 2,250
=========
MEETING AND BANQUET ROOM SQ. FT.
- --------------------------------------- ---------
Crystal Ballroom (8 sections) 25,400
Crystal Ballroom Foyer 20,000
Lalique Ballroom (2 sections) 4,560
Lalique Foyer 2,000
Malachite Showroom 9,280
Le Gala Reception Hall 3,180
3 Conference Rooms (2 sections each) 3,300
2 Board Rooms 1,100
2 Meeting Rooms
Cosmopolitan 650
Metroplex 650
Addison Hospitality Suite 1,030
Garden Court 5,168
---------
TOTAL 76,318
=========
</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.
35
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN GRAND KEMPINSKI
ANALYSIS OF ACCOMMODATION UTILIZATION(1)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
GRAND KEMPINSKI MARKETWIDE
------------------------------- ---------------------------
ROOM RIGHTS ROOM RIGHTS PERCENT OF
MARKET SEGMENT SUPPLIED PERCENT OF TOTAL SUPPLIED TOTAL
- ---------------- ------------- ---------------- ------------- ------------
<S> <C> <C> <C> <C>
Meetings & Group 64,000 46% 206,000 36%
Commercial 55,000 40 269,000 47
Leisure 10,000 7 88,000 15
Airline 10,000 7 10,000 2
------------- ---------------- ------------- ------------
TOTALS 139,000 100% 572,000 100%
============= ================ ============= ============
</TABLE>
ANALYSIS OF PRIMARY COMPETITORS(1)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NUMBER MEETING ESTIMATED 1995
PROPERTY OF ROOMS SPACE OCCUPANCY ADR
- ------------------------- ---------- --------- ----------- ---------------
<S> <C> <C> <C> <C>
Grand Kempinski 528 76,000 73.5% $ 97.40
Dallas Marriot Qorum 547 16,000 82.0 94.00
Westin Galleria 431 35,978 81.0 131.00
Doubletree Lincoln Center 502 25,000 72.0 90.00
---------- --------- ----------- ---------------
TOTALS/WEIGHTED AVERAGES 2,008 152,978 77.1% $102.30
========== ========= =========== ===============
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
ESTIMATED 1996
PROPERTY REVFAR OCCUPANCY ADR REVPAR
- ------------------------- -------- ----------- -------------- --------
<S> <C> <C> <C> <C>
Grand Kempinski $ 71.60 71.9% $104.60 $ 75.21
Dallas Marriot Qorum 77.08 84.0 102.00 85.68
Westin Galleria 106.11 83.0 144.00 119.52
Doubletree Lincoln Center 64.80 74.0 100.00 74.00
-------- ----------- -------------- --------
TOTALS/WEIGHTED AVERAGES $ 78.80 78.2% $111.70 $ 87.27
======== =========== ============== ========
</TABLE>
- ---------------------------------------------------------------------------
(1) Source: Hospitality Valuation Services, April 1, 1997.
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.
<PAGE>
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
36
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN ARROWHEAD TOWNE CENTER
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
PRINCIPAL BALANCE: $50,000,000 $48,899,962
ORIGINATION DATE: December 28, 1994
INTEREST RATE: 8.60%
AMORTIZATION: 360 months
HYPERAMORTIZATION: N/A
EFFECTIVE/MATURITY
DATE N/A
MATURITY DATE: January 1, 2002
BORROWER/SPONSOR: New River Associates, single asset Arizona
general partnership. The general partners are
wholly-owned affiliates of Westcor Realty Limited
Partnership, General Growth Properties Inc. and
JCP Realty Inc., each with a one-third general
partnership interest.
CALL PROTECTION: Prepayable with a prepayment premium equal to
the greater of: (i) yield maintenance at U.S.
Treasury flat and (ii) 2% in 1997 and then
declining 1/2% annually to 1% of the outstanding
loan balance. Loan prepayable at par 120 days
prior to the Maturity Date.
REMOVAL OF PROPERTY
MANAGER: None
UP FRONT RESERVES: None
GENERAL MONTHLY
RESERVES: Property Taxes
COLLECTION ACCOUNT: None
CROSS COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOAN: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Super-Regional Mall
LOCATION: 7700 West Bell Road Glendale, Arizona
YEAR BUILT: 1993
THE COLLATERAL: Two-story, five-anchor super-regional mall
with a total of 1,132,244 SF, mall space of
394,297 SF and 737,947 of self-owned anchor
stores. Collateral GLA is 394,297 SF.
Anchors include Dillard's, JC Penney, Mervyn's,
Montgomery Ward and Robinson May.
PROPERTY
MANAGEMENT: Westcor Partners
PERCENT OF MALL STORE
SPACE LEASED
(JUNE 30, 1997): 89.2%
1996 NET
OPERATING INCOME: $8,516,785
UNDERWRITABLE NET
CASH FLOW: $8,356,914
APPRAISED VALUE: $105,000,000
APPRAISED BY: Landauer Associates, Inc.
APPRAISAL DATE: September 4, 1997
CUT-OFF DATE
LOAN/PSF: $124
LTV: CUT-OFF DATE: AT MATURITY
46.6% 44.4%
DSCR(1): 1.79x 1.93x
MALL STORE SALES 1995 1996
PSF(2): $254 $281
(1) Based on Underwritable Net Cash Flow.
(2) 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.
37
<PAGE>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
ARROWHEAD TOWNE CENTER
TEN LARGEST MALL STORE TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
TENANT OR PERCENT PERCENT OF TOTAL ANNUALIZED
PARENT COMPANY TENANT OF TOTAL ANNUALIZED ANNUALIZED BASE RENT
OF TENANT STORE NAME GLA(SF) GLA(SF)(4) BASE RENT BASE RENT(4) PSF
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Limited Inc. Compagnie Int'l Express 41,704 10.6% $ 625,560 7.2% $15.00
Lerner New York
Limited, The
Victoria's Secret
Structure
Woolworth Corp. Champs 8,869 2.2 211,442 2.4 23.84
Footlocker
Lady Footlocker
Trans World Entertainment Corp. Record Town 7,613 1.9 182,712 2.7 24.00
Chevy's Mexican Restaurant Chevy's Mexican Restaurant 7,114 1.8 170,736 2.5 24.00
Spiegel, Inc. Eddie Bauer 6,000 1.5 150,000 2.2 25.00
The Gap Inc. Gap, The 5,277 1.3 131,925 2.0 25.00
Brown Group Inc. Famous Footwear 5,664 1.4 131,877 1.5 23.28
Naturalizer
Pocket Change Pocket Change 4,690 1.2 131,320 1.9 28.00
Charolette Russe Charolette Russe 7,291 1.8 109,365 1.6 15.00
Arizona Outfitters Arizona Outfitters 5,664 1.4 107,616 1.6 19.00
------- ----- ---------- ----- ------
TOTAL/WEIGHTED AVERAGE (10 LARGEST) 99,886 25.3% $1,952,553 22.3% $19.55
REMAINING (EXCLUDING NON-OWNED ANCHORS) 252,168 61.0 6,758,386 77.1 25.15
VACANT & SIGNED NOT OPENED 42,243 10.7 55,000 0.6 27.11(2)
------- ----- ---------- ----- ------
TOTAL (EXCLUDING NON-OWNED ANCHORS) 394,297 100.0% $8,766,439 100.0% $24.76(3)
======= ===== ========== ===== ======
</TABLE>
- -----------------------------------------------------------------------
(1) Based on the June 30, 1997 Rent Roll.
(2) Annualized base rent PSF reflects signed not opened leases only.
(3) Does not include vacant and open expiration square footage and base rent.
(4) Numbers may not total 100.0% 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.
<PAGE>
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
38
<PAGE>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
ARROWHEAD TOWNE CENTER
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
CREDIT RATING OF OPERATING REA
PARENT PARENT COMPANY ANCHOR-OWNED/ LEASE COVENANT TERMINATION
ANCHOR TENANT COMPANY(1) (S&P/MOODY'S) GLA COLLATERAL EXPIRATION EXPIRATION(2) YEAR
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dillard's Dillard Dept. Store Inc. NA/A2 204,198 Anchor-Owned N/A 2007 2042
J.C. Penney J.C. Penney Co., Inc. A/A2 140,387 Anchor-Owned N/A 2007 2042
Robinson's Mag May Department Stores A/A2 191,500 Anchor-Owned N/A 2007 2042
Montgomery Ward Montgomery Ward & Co. NA/NA 119,862 Anchor-Owned N/A 2007 2042
Mervyn's Dayton Hudson Corp. BBB+/Baa1 82,000 Anchor-Owned N/A 2007 2042
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MALL STORE LEASE EXPIRATION SUMMARY(3)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDING EXPIRING PERCENT OF ANNUALIZED PERCENT OF TOTAL ANNUALIZED BASE
DECEMBER 31 SF TOTAL SF BASE RENT ANNUALIZED BASE RENT RENT PSF
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vacant(4) 40,196 10.2% $ 0 0.0% $ 0.00
Signed Not Opened 2,047 0.5 55,500 0.6 27.11
1997 11,533 2.9 310,500 3.5 26.92
1998 8,050 2.0 310,423 3.5 38.56
1999 5,376 1.4 155,289 1.8 28.89
2000 2,833 0.7 94,849 1.1 33.48
2001 14,155 3.6 476,035 5.4 33.63
2002 4,879 1.2 157,275 1.8 32.24
2003 110,400 28.0 3,517,251 40.1 31.86
2004 20,877 5.3 630,336 7.2 30.19
2005 31,680 8.0 679,421 7.8 21.45
2006 81,198 20.6 1,609,579 18.4 19.82
2007 or Later 61,073 15.5 769,981 8.8 12.61
------- ----- ---------- ----- ------
TOTAL 394,297 100.0% $8,766,439 100.0 $24.76(5)
======= ===== ========== ===== ======
- ------------------------------------------------------------------
(1) In certain cases the parent company is not the obligor under the lease or operating covenant.
(2) Date of operating covenant expiration is the expiration date of the covenant requiring the anchor store to be open (inclusive
of current store name and other store names) without taking into account co-tenancy or other operating requirements.
(3) Data is based on the June 30, 1997 Rent Roll.
(4) Vacant square footage listed as "uncommitted" space on June 30, 1997 Rent Roll.
(5) Total annual base rent per square foot is net of base rent and shown footage figures for 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.
39
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN MARK CENTERS TRUST PORTFOLIO
LOAN INFORMATION
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $45,929,800 $45,449,576
ORIGINATION DATE: October 4, 1996
INTEREST RATE: 8.84%
AMORTIZATION: 300 months
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate increases to 13.84%. All excess cash
flow is used to reduce the outstanding principal balance; the additional
5% interest accrues interest at the increased rate and is deferred until the
principal balance is zero.
EFFECTIVE MATURITY DATE: October 31, 2006
MATURITY DATE: November 1, 2021
BORROWER/SPONSOR: Ten separate special-purpose borrowing entities controlled by Mark Centers Limited
Partnership, the operating subsidiary of Mark Centers Trust, a publicly traded REIT.
CALL PROTECTION: Prepayment lockout through November 1, 1999; thereafter, prepayabale with a
prepayment premium equal to the greater of (i) yield maintenance at U.S. Treasury flat
or (ii) 1% of the outstanding loan balance. Loan payable at par beginning 180 days prior
to the Effective Maturity Date.
REMOVAL OF PROPERTY MANAGER: Management may be terminated (i) if NOI for the trailing 12 months is 85% of NOI for the
12 months preceding June 30, 1996, (ii) upon a 50% or more change in control of the
manager, (iii) upon default by the manager under the management agreement, (iv) if the
manager, Mark Centers Trust or any affiliate files a voluntary petition in bankruptcy, or
(v) at any time for cause.
UP FRONT RESERVES: Deferred Maintenance: $ 554,029
Environmental Reserve(1): $ 562,500
Security Deposits: $ 144,013
Additional Collateral: $1,110,000
GENERAL MONTHLY RESERVES: Property Taxes, Insurance, Debt Service and Replacement Reserves of $0.15 PSF annually
COLLECTIVE ACCOUNT: Hard Lockbox
CROSS COLLATERALIZATION/
DEFAULT: Yes
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: Retail
LOCATION: LOCATION BY ALLOCATED LOAN AMOUNT
[PROPERTY INFORMATION CHART TO COME]
YEAR BUILT: See Property Description Table
THE COLLATERAL: 17 community and neighborhood retail shopping centers, encompassing total NRA of
2,317,463 SF.
Anchors include Bi-Lo, Ames, Price Chopper and K-mart.
PROPERTY MANAGEMENT: Mark Centers Limited Partnership
AVERAGE OCCUPANCY:
(JUNE 30, 1997) 93%
1996 NET
OPERATING INCOME: $7,591,264
UNDERWRITABLE
NET CASH FLOW: $6,847,352
APPRAISED VALUE: $71,200,000
APPRAISED BY: CB Commercial Real Estate Group, Inc.
APPRAISAL DATE: May 15, 1996 - July 2, 1996
CUT-OFF DATE
LOAN/NRSF: $20
CUT-OFF DATE AT MATURITY
LTV: 63.8% 53.3%
DSCR(1): 1.50x 1.81x
(1) Based on Underwritable Net Cash Flow
</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.
40
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN MARK CENTERS TRUST PORTFOLIO
PROPERTY DESCRIPTION
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------------
CAPTION> CUT-OFF DATE
YEAR BUILT/ OCCUPANCY ALLOCATED LOAN
PROPERTY LOCATION NRA RENOVATED JUNE 30, 1997(1)(2) AMOUNT
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
25th Street Plaza Easton, PA 131,477 1955/1987 100% $ 7,996,805
Monroe Plaza Stroudsburg, PA 130,569 1974 100 3.809,944
Northside Mall Dothan, AL 381,678 1969 87 3,411,058
Birney's Plaza Moosic, PA 196,399 1972/1992 99 3,380,086
Mountainville Plaza Allentown, PA 114,801 1959/1993 97 3,189,401
Martintown Plaza North Augusta, SC 133,878 1974/1990 91 2,915,495
Shillington Plaza Reading, PA 150,742 1974/1994 100 2,893,230
Clound Springs Plaza Shopping Ctr. Fort Oglethorpe, GA 113,367 1968 96 2,657,421
Midway Plaza Opelika, AL 203,223 1966/1986 77 2,504,438
Troy Plaza Troy, NY 128,479 1966/1988 95 2,408,353
Kingston Plaza Kingston, PA 64,824 1982/1993 100 2,280,900
Plaza 15 Lewisburg, PA 113,600 1976/1994 96 2,167,102
New Smyrna Beach New Smyrna Beach, FL 102,130 1963/1993 79 1,535,575
K-Mart/Shamokin Dam Shamokin Dam, PA 92,171 1979/1992 100 1,252,664
Dunmore Plaza Dunmore, PA 45,380 1967/1984 100 1,136,492
Ames Plaza Shamokin, PA 98,210 1967 92 1,018,835
Kings Fairground Danville, PA 118,535 1972 100 891,777
--------- --- -----------
TOTAL/WEIGHTED AVERAGES 2,317,463 93% $45,449,576
========= === ===========
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Percent of GLA leased as of June 30, 1997
(2) Numbers may not total 100.% due to rounding.
</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.
41
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN MARK CENTERS TRUST PORTFOLIO
PROPERTY DESCRIPTION
<TABLE>
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
CUT-OFF DATE
ALLOCATED ANNUALIZED PRIMARY TENANTS WITH
LOAN UNDERWRITABLE BASE RENT PSF GREATER THAN 15,000 SQ. FT.
PROPERTY AMOUNT NET CASH FLOW JUNE 30, 1997 JUNE 30, 1997(1)
- ---------------------------------- ------------- ------------- -----------------------------------------------
<S> <C> <C> <C> <C>
25th Street Plaza $ 7,996,805 $1,089,931 $9.60 F.W. Woolworth (1998)
Monroe Plaza 3,809,944 484,949 3.47 Shoprite Supermarket (2005), Ames
Department Store (1999)
Northside Mall 3,411,058 474,685 2.40 (2)
Birney's Plaza 3,380,086 522,894 3.41 K-Mart(1999), Big Lots (1998)
Mountainville Plaza 3,189,401 454,665 5.37 (3)
Martintown Plaza 2,915,495 510,347 4.90 Belk Store Services (2004),
Bruno's Inc. (2010)
Shillington Plaza 2,893,230 435,864 3.39 K-Mart (1999), Weiss Market (1999)
Clound Springs Plaza Shopping Ctr. 2,657,421 384,865 4.57 Big Lots (2000), Food Lion (2011),
W.S. BodCock Corp. (2000)
Midway Plaza 2,504,438 495,09 3.90 (4)
Troy Plaza 2,480,353 253,347 3.67 Ames (2001), Price Chopper (1999)
Kingston Plaza 2,280,900 298,851 6.18 Price Chopper (2006)
Plaza 15 2,167,102 382,483 3.53 G.C. Murphy (2001), B-Lo (2001)
New Smyrna Beach 1,535,575 439,488 7.20 New Smyrna Beacon 8 Theatre (2005)
K-Mart/Shamokin Dam 1,252,664 168,094 2.74 K-Mart (2004)
Dunmore Plaza 1,136,492 140,533 3.34 Price Chopper (2000)
Ames Plaza 1,018,835 142,220 2.29 Bi-Lo (1999), Ames Distribution
Store (2000)
Kings Fairground 891,777 168,628 2.85 Schewel Furniture (2001), The
Kroger Company (2002)
------------- ------------- -----------------------------------------------
TOTALS/WEIGHTED AVERAGES $45,449,576 $6,847,352 $4.04
============= ============= =============
</TABLE>
- -------------------------------------------------------------------------------
(1) Lease expirations are listed assuming no renewal options are exercised.
(2) WalMart (1999), Goody's Store (2003), Montgomery Ward (1999), Books A
Million (2006), Montgomery Ward (1999), Troy State University (1998)
(3) Kling's Handyman (1999), Acme Markets Store (1999), Thrift Drug (1999)
(4) Office Depot (2007), Ben Franklin Crafts (2021), Eastwynn Theaters
(2005), Bargain Town Store (1998)
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.
42
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN MARK CENTERS TRUST PORTFOLIO
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
- -----------------------------------------------------------------------------------------------------------------------------
<CAPTION>
PERCENT
TENANT OR OF TOTAL ANNUALIZED
PARENT COMPANY TENANT PERCENT OF TOTAL ANNUALIZED ANNUALIZED BASE RENT
OF TENANT STORE NAME GLA (SF) GLA (SF)(4) BASE RENT BASE RENT(4) PSF
- ------------------------- ------------------ -------------------------- -------------- ------------------------
<S> <C> <C> <C> <C> <C> <C>
K-Mart Corp. K-Mart 291,627 12.6% $ 717,953 8.2% $ 2.46
Ames Dept. Stores Ames 192,270 8.3 318,440 3.6 1.66
Price Chopper Price Chopper 100,519 4.3 301,000 3.4 2.99
ShopRite Group ShopRite 52,924 2.3 281,278 3.2 5.31
Supermarket
Beacon 8 Theater New Smyrna Beacon 24,780 1.1 223,020 2.6 9.00
8 Theater
Wal-Mart Stores Wal-Mart 111,970 4.8 219,975 2.5 1.96
Bruno's Inc. Bruno's Inc. 47,982 2.1 192,000 2.2 4.00
Consolidated Stores Corp. Big Lots 60,537 2.6 190,611 2.2 3.15
Royal Ahold Bi-Lo 60,094 2.6 190,088 2.2 3.16
Food Lion, Inc. Food Lion 29,000 1.3 181,250 2.1 6.25
-------------------------- -------------- ------------------------
TOTAL/WEIGHTED AVERAGE 971,703 41.9% $2,815,615 32.2% $ 2.90
(10 LARGEST)
OTHER MAJOR TENANTS(2) 986,083 42.6 3,443,052 39.4 3.49
OTHER TENANTS 200,641 8.7 2,480,474 28.4 12.36
VACANT 159,036 6.9 0 0.0 0.00
-------------------------- -------------- ------------------------
Total 2,317,463 100.0% $ 8,739,141 100.0% $ 4.04
========================== ============== ========================
</TABLE>
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE(1)
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
NUMBER OF PERCENT OF PERCENT OF TOTAL ANNUALIZED
EXPIRATION LEASES EXPIRING TOTAL ANNUALIZED ANNUALIZED BASE RENT
YEAR EXPIRING SQ. FT. SQ. FT.(4) BASE RENT BASE RENT(4) PER SQ. FT.
- --------------------- ----------- ----------- ------------ ------------ ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Vacant 53 159,036 6.9% $ 0 0.0% $0.00
No Expiration Date(3) 7 9,493 0.4 58,734 0.7 6.19
1997 40 101,760 4.4 615,741 7.0 6.05
1998 34 174,089 7.5 929,529 10.6 5.34
1999 38 699,168 30.2 1,966,898 22.5 2.81
2000 26 223,640 9.7 858,159 9.8 3.84
2001 30 301,613 13.0 1,164,821 13.3 3.86
2002 19 103,805 4.5 458,677 5.2 4.42
2003 8 50,456 2.2 355,717 4.1 7.05
Thereafter 23 494,403 21.3 2,330,865 26.7 4.71
----------- ----------- ------------ ------------ ---------------- -------------
TOTAL 278 2,317,463 100.0% $8,739,141 100.0% $4.04
=========== =========== ============ ============ ================ =============
- ---------------------------------------------------------------------------------------------------------
(1) Based on the June 30, 1997 Rent Roll.
(2) Other Major Tenants include tenants with leases with greater than 5,000
sq. ft. of GLA.
(3) The No Expiration Date category includes those leases which are listed
on then rent roll as either being month-to-month, or having expirations
that are prior to the date of the rent roll, or having no expiration
date.
(4) Totals may not add to 100.0% due to rounding.
</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.
43
<PAGE>
LARGE
LOAN
PRELIMINARY COLLATERAL TERM SHEET:
WESTGATE MALL
LOAN INFORMATION
<TABLE>
<CAPTION>
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $43,023,167 $42,681,517
ORIGINATION DATE: December 13, 1996
INTEREST RATE: 9.25%
AMORTIZATION: 300 months
HYPERAMORTIZATION: N/A
EFFECTIVE MATURITY
DATE: N/A
MATURITY DATE: December 1, 2006
BORROWER/SPONSOR: Westgate Joint Venture, a single-asset Ohio
general partnership. The general partners are
Richard JG Westgate Ltd (80%), Boykin Westgate
Co. (10%), and Visconsi Westgate Co. (10%).
CALL PROTECTION: Prepayment lockout through December 1, 2000;
thereafter, payable in full with a prepayment
premium equal to the greater of: (i) yield
maintenance computed with U.S. Treasury
discounting plus 50bp and (ii) 2% declining
1/2% annually to a minimum of 1% of the
outstanding loan balance. Loan prepayable at
par beginning 90 days prior to maturity.
REMOVAL OF PROPERTY
MANAGER: None
UP FRONT RESERVES: None
GENERAL MONTHLY
RESERVES: Property Taxes and Insurance
COLLECTION ACCOUNT: None
CROSS-COLLATERALIZATION/
DEFAULT: N/A
MEZZANINE LOANS: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Regional Mall
LOCATION: West 210th Street and Center Ridge Road
Fairview Park, Ohio
YEAR BUILT/RENOVATED
AND EXPANDED: 1954/1996
THE COLLATERAL: One-, two-, and three-story, three anchor
regional mall, with a total GLA of 789,222 SF
with mall store space of 225,553 SF, 172,000
SF or self-owned anchor stores, and 324,326 SF
occupied by ground-leased tenants including
24,974 SF occupied by a General Cinema theatre
and 5,320 SF occupied by a restaurant.
Collateral GLA's 617,222 SF.
Anchors include Dillard's South, Dillard's
North, and Kohl's.
PROPERTY MANAGEMENT: Richard E. Jacobs Group
PERCENT OF MALL STORE
SPACE LEASED
(JUNE 30, 1997): 88.5%
1996 NET OPERATING
INCOME: $5,516,592
UNDERWRITABLE NET
CASH FLOW: $5,321,105
APPRAISED VALUE: $65,000,000
APPRAISED BY: Landauer Associates Inc.
APPRAISAL DATE: September 18, 1997
<PAGE>
CUT-OFF DATE
LOAN/PSF: $143(1)
CUT-OFF DATE AT MATURITY
LTV: 65.7% 55.2%
DSCR(2): 1.20x 1.44x
MALL STORE SALES 1995 1996
PSF(3): $248 $245
</TABLE>
- ------------
(1) Adjusted for tenants which own their own improvements.
(2) Based on Underwritable Net Cash Flow.
(3) 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.
44
<PAGE>
LARGE
LOAN
PRELIMINARY COLLATERAL TERM SHEET:
WESTGATE MALL
TEN LARGEST MALL STORE TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
<CAPTION>
PERCENT PERCENT
TENANT OR OF TOTAL OF TOTAL ANNUALIZED
PARENT COMPANY TENANT GLA ANNUALIZED ANNUALIZED BASE RENT
OF TENANT STORE NAME GLA (SF) (SF)(3) BASE RENT BASE RENT(3) PSF
- ------------------------ ------------------------ --------- ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
The Limited, Inc. Bath & Body Works 45,347 20.1% $ 811,340 18.8% $17.89
Compagnie Int. Express
Lane Bryant
Lerner New York
Limited Too
Structure
The Limited
Victoria's Secrets
The Gap, Inc. Baby Gap 12,386 5.5 291,668 6.8 23.55
Gap Kids
The Gap
Woolworth Corp. Foot Locker 12,209 5.4 190,836 4.4 15.63
Koenig Sporting Goods(2)
Consolidated Stores Inc. All for One 7,388 3.3 162,798 3.8 22.04
Kay-Bee Toy and Hobby
Sterling Inc. Rogers Jewelers 2,789 1.2 158,016 3.7 56.66
J.B. Robinson Jewelers
Borders Group Inc. Walden Books/Walden Kids 7,018 3.1 140,354 3.3 20.00
Camelot Music, Inc. Camelot Music 3,239 1.4 129,540 3.0 40.00
The Bombay Company The Bombay Company 4,120 1.8 107,131 2.5 26.00
Cozod's Hallmark Cozad's Hallmark 3,112 1.4 102,680 2.4 33.00
Gantos, Inc. Gantos 6,080 2.7 97,280 2.3 16.00
--------- ---------- ------------ ------------ ------------
TOTAL/WEIGHTED AVERAGE (10 LARGEST) 103,687 46.0% $2,191,689 50.9% $21.14
REMAINING (EXCLUDING NON-OWNED ANCHORS) 95,925 42.5 2,115,135 49.1 22.05
VACANT 25,941 11.5 0 0.0 0.00
--------- ---------- ------------ ------------ ------------
TOTAL (EXCLUDING NON-OWNED ANCHORS) 225,553 100.0% $4,306,824 100.0% $19.58
========= ========== ============ ============ ============
</TABLE>
- ------------
(1) Based on the June 30, 1997 Rent Roll.
(2) Does not include square footage or rent figures for vacant spaces and
tenants with no expiration date.
(4) Numbers may not total 100.0% 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.
45
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN WESTGATE MALL
<TABLE>
<CAPTION>
CREDIT RATING OF OPERATING REA
PARENT PARENT COMPANY ANCHOR-OWNED/ LEASE COVENANT TERMINATION
ANCHOR TENANT COMPANY (S&P, MOODY'S)(1) GLA COLLATERAL EXPIRATION(2) EXPIRATION(3) YEAR
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Dillard's North Dillard's Dept. Store Inc. NA/A2 194,531 Ground Lease 2017 2017(4) 2017
Collateral
Dillard's South Dillard's Dept. Store Inc. NA/A2 172,200 Anchor-Owned 2000 - Perpetual
Kohl's Kohl's Dept. Store Inc. BBB/Baa1 94,500 Ground Lease 2035(4) 2016(4) -
Collateral
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
MALL STORE LEASE EXPIRATION SCHEDULE(5)
- ------------------------------------------------------------------------------------------------------------------------------------
ANNUALIZED
YEAR ENDING EXPIRING % OF TOTAL ANNUALIZED % OF TOTAL BASE RENT
DECEMBER 31 SF SF(7) BASE RENT(6) BASE RENT(6)(7) PER SQ.FT.(6)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vacant(5) 25,941 11.50% $ 0 0.00% $0.00
No expiration date 100 0.04 500 0.01 5.00
1997 8,373 3.71 98,946 2.30 11.82
1998 12,314 5.46 401,967 9.33 32.64
1999 17,892 7.93 337,271 7.83 18.85
2000 15,500 6.87 534,915 12.42 34.51
2001 38,546 17.09 813,827 18.90 21.11
2002 14,054 6.23 293,395 6.81 20.88
2003 4,323 1.92 59,208 1.37 13.70
2004 7,013 3.11 155,226 3.60 22.13
2005 41,808 18.54 791,024 18.37 18.92
2006 21,417 9.50 488,699 11.35 22.82
2007 or later 18,272 8.10 331,846 7.71 18.16
------- ------ ---------- ------ ------
TOTAL 225,553 100.00% $4,306,824 100.00% $21.58(5)
======= ====== ========== ====== ======
- -----------------------------------------------------------------------------------------------------------------------------------
(1) Reflects long-term debt rating as of September 22, 1997.
(2) Includes initial term options identified in the lease. For Dillard's North, initial term expires 2007; there is one ten-year
renewal option. For Dillard's South, initial term expires 2016; there are two ten-year renewal options. For Kohl's initial
term expires 2005; there are two ten-year renewal options.
(3) Date of operating covenant expiration 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 latest required term commencement date of the lease. The actual commencement date, and expiration date, may be
earlier.
(5) Data is based on the June 30, 1997 Rent Roll.
(6) Total annual base rent per square foot is net of base rent and square footage figures for vacant tenants and tenants with no
expiration date.
(7) Numbers may not total 100.0% due to rounding.
</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.
46
<PAGE>
LARGE PRELIMINARY COLLATERAL TERM SHEET:
LOAN WESTSHORE MALL
<TABLE>
<CAPTION>
LOAN INFORMATION
ORIGINAL CUT-OFF DATE
<S> <C> <C>
PRINCIPAL BALANCE: $21,000,000 $20,900,775
ORIGINATION DATE: January 31, 1997
INTEREST RATE: 8.07%
AMORTIZATION: 360 months
HYPERAMORTIZATION: After the Effective Maturity Date, interest rate increases to 13.07%. All excess cash flow
is used to reduce outstanding principal balance; the additional 5% interest accrues interest
at the increased rate and is deferred until the principal balance is zero.
EFFECTIVE MATURITY DATE: March 1, 2004
MATURITY DATE: March 1, 2027
BORROWER/SPONSOR: Westshore Properties L.L.C., a special purpose, bankruptcy remote limited liability company
controlled by Wilmorite, Inc. (15%), and Ivanhoe (85%), the retail real estate group of the
Canadian pension fund Caisse de Depot et Placement du Quebec.
CALL PROTECTION: Prepayment lockout through March 1, 2002 (except that defeasance is allowed two years after
securitization); thereafter, prepayable with a prepayment premium equal to the greater of;
(i) yield maintenance computed with U.S. Treasury discounting and; (ii) 1% of the outstanding
loan balance. Loan prepayable at par beginning 90 days prior to the Effective Maturity Date.
REMOVAL OF PROPERTY MANAGER: Management may be terminated (i) if at the end of each calendar quarter the DSCR for the
trailing twelve months <1.15:1 unless additional collateral is pledged, (ii) upon event of
default or; (iii) after March 1, 2005.
UP FRONT RESERVES: Deferred Maintenance: $213,750
GENERAL MONTHLY RESERVES: Property Taxes, Insurance, Debt Service and replacement reserves of $0.50 psf/annually
COLLECTION ACCOUNT: Hard Lockbox
CROSS-COLLATERALIZATION/
DEFAULT: N/A
PARTNER LOANS: None
PROPERTY INFORMATION
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Regional Mall
LOCATION: 12331 James Street Holland, Michigan
YEAR BUILT: 1988
THE COLLATERAL: One story, four-anchor regional mall with a total GLA of 473,619 SF, mall store space of
143,034 SF, 213,817 SF of self-owned anchor stores, 11,011 SF of outparcel space and
106,757 SF is an adjacent Target-anchored strip center. Collateral GLA is 393,949 SF.
Anchors include JC Penney, Sears, Yonkers and Steketee's.
PROPERTY MANAGEMENT: Genesee Management and Wilmorite-Ivanhoe
Property Management, L.L.C.
MALL STORE
SPACE LEASED
(JULY 1, 1997): 95.4%
1996 NET OPERATING INCOME: $3,452,300
UNDERWRITABLE
NET CASH FLOW: $3,119,597
APPRAISED VALUE: $33,000,000
APPRAISED BY: Landauer Associates, Inc.
APPRAISAL DATE: December 31, 1996
CUT-OFF DATE
LOAN/PSF: $53
CUT-OFF DATE AT MATURITY
LTV: 63.3% 58.9%
DSCR(1): 1.68x 1.81x
MALL STORE SALES 1995 1996
PSF(2): $228 $227
(1) Based on Underwritable Net Cash Flow.
(2) Comparable Mall Store Sales.
</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.
47
<PAGE>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
WESTSHORE MALL
TEN LARGEST MAIL STORE TENANTS BASED ON ANNUALIZED BASE RENT(1)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
PERCENT
TENANT OR PERCENT OF TOTAL ANNUALIZED
PARENT COMPANY TENANT OF TOTAL ANNUALIZED ANNUALIZED BASE RENT
OF TENANT STORE NAME GLA(SF) GLA(SF) BASE RENT BASE RENT PSF
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
The Limited Inc. Bath & Body Works 22,178 15.5% $ 320,918 14.3% $14.47
Express
Lane Bryant
Lerner
Limited
Woolworth Corp. Afterthoughts 9,840 6.9 191,751 8.6 19.49
Footlocker
Kinney Shoes
Lady Footlocker
Northern Reflections
Maurice's, Inc. Maurice's 5,428 3.8 86,034 3.8 15.85
Deb Shops, Inc. Deb 5,911 4.1 82,262 3.7 13.92
County Seat Stores, Inc. County Seat 3,535 2.5 78,300 3.5 22.15
J. J. Finnegan's J.J. Finnegan's 5,995 4.2 77,945 3.5 13.00
Musicland Musicland 4,910 3.4 68,740 3.1 14.00
Cal Mad, Inc. Imperial Sports 3,320 2.3 63,080 2.8 19.00
The Buckle, Inc. Buckle 5,058 3.5 55,638 2.5 11.00
Paul Harris Paul Harris 4,500 3.1 54,000 2.4 12.00
------- ----- ---------- ----- ------
TOTAL/WEIGHTED AVERAGE (10 LARGEST) 70,675 49.4% $1,078,668 48.1% $15.26
REMAINING (EXCLUDING NON-OWNED ANCHORS) 65,590 45.9 1,161,624 51.9 17.71
VACANT 6,769 4.7 0 0.0 0.00
------- ----- ---------- ----- ------
TOTAL (EXCLUDING NON-OWNED ANCHORS) 143,034 100.0% $2,240,292 100.0% $16.44(2)
- --------------------------------------------------------------------------------------------------------------------------
(1) Based on the July 4, 1997 Rent Roll.
(2) Does not include vacant square footage.
</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.
<PAGE>
NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND
FUTURES AUTHORITY.
48
<PAGE>
LARGE LOAN PRELIMINARY COLLATERAL TERM SHEET:
WESTSHORE MALL
ANCHOR SUMMARY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CREDIT RATING OF OPERATING R&A
PARENT PARENT COMPANY ANCHOR-OWNED/ LEASE COVENANT TERMINATION
ANCHOR TENANT COMPANY (SLP/MOODY'S)(1) GLA COLLATERAL EXPIRATION(2) EXPIRATION(3) YEAR
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Younkers Proffitt's Inc. Na/Ba2 69,148 Collateral 2023 2003(4) NA
J.C. Penney J.C. Penney Co., Inc. A/A2 51,399 Collateral 2033 2003(4) NA
Sears Sears Roebuck & Co. A-/A2 52,515 Collateral 2028 2003(4) NA
Steketee's Paul Steketee & Sons NA/NA 40,755 Collateral 2028 2003(4) NA
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
MALL STORE LEASE EXPIRATION SCHEDULE(5)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
YEAR ENDING PERCENT OF ANNUALIZED TENANT PERCENT OF TOTAL ANNUALIZED BASE RENT
DECEMBER 31 EXPIRING SF TOTAL SF(7) BASE RENT ANNUALIZED BASE RENT(7) PER SQ. FT.
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Vacant 6,769 4.73% $ 0 0.00% $ 0.00
1997 1,874 1.31 61,388 2.74 32.76
1998 26,703 18.67 468,306 20.90 17.54
1999 29,915 20.91 503,600 22.48 16.83
2000 19,944 13.94 342,804 15.30 17.19
2001 9,952 6.96 234,542 10.47 23.57
2002 6,346 4.44 81,958 3.66 12.91
2003 14,345 10.03 165,305 7.38 11.52
2004 13,010 9.10 165,940 7.41 12.75
2005 7,318 5.12 128,411 5.74 17.57
2006 5,058 3.54 55,638 2.48 11.00
2007 or Later 1,800 1.26 32,400 1.45 18.00
------- ------ ---------- ------ ------
TOTAL 143,034 100.00% $2,240,292 100.00% $16.44(6)
======= ====== ========== ====== ======
- --------------------------------------------------------------------------------------------------------------
(1) Reflects long-term debt rating as of September, 1997
(2) Includes initial term and options identified in the lease. For Younker's initial term expires 2003; there
are four 5-year renewal options. For JC Penney initial term expires 2003; there are six 5-year renewal options.
For Sears initial term expires 2003; there are five 5-year renewal options. For Steketee's initial term expires
2003; there is a renewal option for up to 25 years.
(3) Date of Operating Covenant expiration is the expiration date of the covenant requiring the anchor store to be
open and operating (inclusive of curent 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) Data is based on the July 4, 1997 Rent Rol.
(6) Does not include vacant square footage.
(7) Numbers may not total 100.0% due to rounding.
</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.
49
