SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 3, 1999
(Date of earliest event reported)
Commission File No. 333-62671
FIRST UNION COMMERCIAL MORTGAGE SECURITIES, INC.
- ------------------------------------------------------------------------------
North Carolina 56-1643598
- ------------------------------------------------------------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
One First Union Center
Charlotte, North Carolina 28228-0600
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(704) 374-6161
(Registrant's Telephone Number, including area code)
(Former name, former address and former fiscal year, if changed since last
report)
- ------------------------------------------------------------------------------
<PAGE>
ITEM 5. Other Events
Attached as exhibits are certain Structural Term Sheets and
Collateral Term Sheets (as defined in the no-action letter dated May 20, 1994
issued by the Securities and Exchange Commission to Kidder, Peabody Acceptance
Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured Asset
Corporation) as modified by a no-action letter (the "First PSA No-Action
Letter") issued by the staff of the Commission on May 27, 1994 to the Public
Securities Association (the "PSA") and as further modified by a no-action letter
(the "Second PSA No-Action Letter") issued by the staff of the Commission on
March 9, 1995 to the PSA) furnished to the Registrant by Chase Securities Inc.
("CSI") and First Union Capital Markets Corp. ("First Union" and together with
CSI, the "Underwriters") in respect of the Registrant's proposed offering of
Commercial Mortgage Pass-Through Certificates, Series 1999-C2 (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. 333-62671) (the
"Registration Statement"). The Registrant hereby incorporates the Structural
Term Sheets and Collateral Term Sheets by reference in the Registration
Statement.
The Structural Term Sheets and Collateral Term Sheets were prepared
solely by the Underwriters, and the Registrant did not prepare or participate in
the preparation of the Structural Term Sheets and Collateral Term Sheets.
Any statement or information contained in the Structural Term Sheets
or Collateral Term Sheets shall be deemed to be modified or superseded for
purposes of the Prospectus and the Registration Statement by statements or
information contained in the Prospectus.
<PAGE>
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
Item 601(a)
of Regulation S-K
Exhibit No. Description
- ----------- -----------
(99) Structural Term Sheets and
Collateral Term Sheets
prepared by Chase Securities
Inc. and First Union Capital
Markets Corp. in connection
with First Union National
Bank - Chase Manhattan Bank
Commercial Mortgage Trust
Commercial Mortgage Pass-
Through Certificates Series
1999-C2.
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FIRST UNION COMMERCIAL MORTGAGE
SECURITIES, INC.
Date: May 6, 1999
By: /s/ Craig Lieberman
-------------------
Name: Craig M. Lieberman
Title: Vice President
<PAGE>
INDEX TO EXHIBITS
Paper (P) or
Exhibit No. Description Electronic (E)
- ----------- ----------- --------------
(99) Structural Term Sheets E
and Collateral Term
Sheets prepared by Chase
Securities Inc. and First
Union Capital Markets
Corp. in connection with
First Union National Bank
- Chase Manhattan Bank
Commercial Mortgage Trust
Commercial Mortgage Pass-
Through Certificates
Series 1999-C2.
UNDERWRITERS' STATEMENT
PRELIMINARY STRUCTURAL AND COLLATERAL TERM SHEET
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C2
The attached Preliminary Structural and Collateral Term Sheet (the "Term
Sheet") is privileged and confidential and is intended for use by the addressee
only. This Term Sheet is furnished to you solely by First Union Capital Markets
Corp. and Chase Securities Inc. (the "Underwriters") and not by the issuer of
the certificates identified above (the "Offered Certificates") or any other
party. The issuer of the Offered Certificates has not prepared or taken part in
the preparation of these materials. The Term Sheet is based upon information
made available to the Underwriters. None of the Underwriters, the issuer of the
Offered Certificates, or any other party makes any representation as to the
accuracy or completeness of the information herein. The information herein is
preliminary, and will be superseded by the applicable prospectus supplement and
by any other information subsequently filed with the Securities and Exchange
Commission. The information herein may not be provided to any third party other
than the addressee's legal, tax, financial and/or accounting advisors for the
purposes of evaluating such information.
No assurance can be given as to the accuracy, appropriateness or
completeness of the Term Sheet in any particular context; or as to whether the
Term Sheet reflects future performance. This Term Sheet should not be construed
as either a prediction or as legal, tax, financial or accounting advice.
Any yields or weighted average lives shown in the Term Sheet are based on
prepayment and other assumptions and actual experience may dramatically affect
such yields or weighted average lives. The principal amount and designation of
any security described in the Term Sheet are subject to change prior to
issuance.
Although a registration statement (including the prospectus) relating to
the Offered Certificates has been filed with the Securities and Exchange
Commission and is effective, the final prospectus supplement relating to the
Offered Certificates has not been filed with the Securities and Exchange
Commission. This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the Offered
Certificates in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state. Prospective purchasers are referred to the final prospectus and
prospectus supplement relating to the Offered Certificates for definitive terms
of the Offered Certificates and the collateral.
Please be advised that mortgage-backed and/or asset-backed securities may
not be appropriate for all investors. Potential investors must be willing to
assume, among other things, market price volatility, prepayments, yield curve
and interest rate risks. Investors should fully consider the risk of an
investment in these Offered Certificates.
If you have received this communication in error, please notify the sending
party immediately by telephone and return the original to such party by mail.
CHASE SECURITIES INC. J.P. MORGAN FIRST UNION CAPITAL MARKETS
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy securities are made only by, and this information
must be read in conjunction with, the final prospectus supplement and the
related prospectus or, if not registered under the securities laws, the final
offering memorandum (the "Offering Document"), and any such decision to invest
in such securities should be made solely in reliance upon such Offering
Document. Information contained herein does not purport to be complete and is
subject to the same qualifications and assumptions, and should be considered by
investors only in the light of the same warnings, lack of assurances and
representations and other precautionary matters, as disclosed in the Offering
Document. Information regarding the underlying assets has been provided by the
issuer of the securities or an affiliate thereof and has not been independently
verified by the underwriters or their respective affiliates. This information
was prepared on the basis of certain assumptions (including in certain cases
assumptions specified by the recipient hereof) regarding payments, interest
rates, weighted average lives and weighted average loan age, loss and other
matters including but not limited to, the assumptions described in the Offering
Document, the underwriters, and any of their respective affiliates make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supercedes any prior versions hereof, will be deemed to be
superseded by any subsequent versions (including with respect to any description
of the securities or the underlying assets, the information contained in the
Offering Document), and will be deemed superseded, amended and supplemented in
their entirety by such final Offering Document.
<PAGE>
[LOGO] CHASE FIRST UNION
NEW CMBS ISSUE
PRELIMINARY TERM SHEET
--------------------
$1,060,422,756
(Approximate)
OFFERED CERTIFICATES
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates
Series 1999-C2
First Union Commercial Mortgage Securities, Inc., as Depositor
First Union National Bank, as Master Servicer
--------------------
First Union National Bank, Mortgage Loan Seller
The Chase Manhattan Bank, Mortgage Loan Seller
<PAGE>
STRUCTURAL AND COLLATERAL TERM SHEET
------------------------------------
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C2
$1,060,422,756
(Approximate)
OFFERED CERTIFICATES
[GRAPHIC]
% OF MORTGAGE POOL BY CUT-OFF DATE BALANCE
<PAGE>
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates
Series 1999-C2
<TABLE>
<CAPTION>
CUT-OFF DATE CUT-OFF DATE
CERTIFICATE SUBORDINATION RATING AVERAGE PRINCIPAL PASS-THROUGH
CLASS BALANCE(1) LEVEL (MOODY'S/FITCH) LIFE(YRS.)(3) WINDOW(3)(4) RATE(5)
----- ------------ ------------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
A-1 203,500,000 25.75% Aaa/AAA 5.39 Jun99-Jun08 Fixed Rate
A-2 673,785,678 25.75% Aaa/AAA 9.59 Jun08-Apr09 Fixed Rate
IO 1,181,529,533(2) --- Aaa/AAA N/A Jun99-Feb29 Variable Rate
B 47,261,182 21.75% Aa2/AA 9.90 Apr09-Apr09 Fixed Rate
C 62,030,300 16.50% A2/A 9.91 Apr09-May09 Fixed Rate(6)
D 14,769,120 15.25% A3/A- 9.99 May09-May09 Fixed Rate(6)
E 41,353,533 11.75% Baa2/BBB 9.99 May09-May09 Variable Rate
F 17,722,943 10.25% Baa3/BBB- 10.19 May09-Sep09 Variable Rate
G(7) --- --- --- --- --- Fixed Rate
H(7) --- --- --- --- --- Fixed Rate
J(7) --- --- --- --- --- Fixed Rate
K(7) --- --- --- --- --- Fixed Rate
L(7) --- --- --- --- --- Fixed Rate
M(7) --- --- --- --- --- Fixed Rate
N(7) --- --- --- --- --- Fixed Rate
</TABLE>
- --------------
(1) In the case of each such Class, subject to a permitted variance of plus or
minus 5%.
(2) Represents the notional amount.
(3) Based on Assumptions described in the Prospectus Supplement.
(4) Principal Window is the period during which distributions of principal are
expected to be made to the holders of each designated Class in accordance
with the Assumptions.
(5) Other than the Class E, F and IO Certificates, each Class of Certificates
will accrue interest generally at a fixed rate of interest as described in
the Prospectus Supplement. The Class E, F and IO Certificates will accrue
interest at variable rates as described in the Prospectus Supplement. The
pass-through rates shown are only for indicative purposes. The final
pass-through rates will be determined at pricing.
(6) Capped at the Weighted Average Net Mortgage Rate.
(7) Not offered hereby.
<PAGE>
ISSUE CHARACTERISTICS:
- ----------------------
Issue Type: The Class A-1, A-2, IO, B, C, D, E and F Certificates
(the "Offered Certificates") will be offered pursuant to
the Prospectus Supplement subject to completion dated
April 30, 1999 and accompanying Prospectus dated April
30, 1999, and the Class G, H, J, K, L, M and N
Certificates are not offered hereby.
Securities Offered: $1,060,422,756 monthly pay, multi-class commercial
mortgage REMIC Pass-Through Certificates, including five
fixed-rate principal and interest Classes (Classes A-1,
A-2, B, C, and D), two variable rate principal and
interest Classes (Classes E and F) and one variable rate
interest only Class (Class IO). Classes C and D will be
capped at the Weighted Average Net Mortgage Rate. The
Offered Certificates have not been previously offered to
the public.
Collateral: The collateral consists of a $1,181,529,534 pool of 223
fixed-rate commercial and multifamily Mortgage Loans, of
which 196 are conduit loans consisting of $1,102,723,952
or 93.33% of the pool of mortgage loans as of the
Cut-Off Date and 27 are CTL loans consisting of
$78,805,582 or 6.67% of the pool of mortgage loans as of
the Cut-Off Date.
Loan Sellers: First Union National Bank and The Chase Manhattan Bank.
Co-Lead Managers: Chase Securities Inc. and First Union Capital Markets.
Co-Manager: J.P. Morgan Securities Inc.
Master Servicer: First Union National Bank.
Special Servicer: Banc One Mortgage Capital Markets, LLC.
Trustee: Norwest Bank Minnesota, National Association.
Expected Settle Date: May 20, 1999.
Distribution Dates: The 15th of each month. The first Distribution Date on
which investors will be entitled to distributions will
be in June, 1999.
Minimum Denominations: $10,000 for the Class A-1 and Class A-2, Class B, Class
C, Class D, Class E and Class F Certificates. $1,000,000
for the Class IO.
ERISA Considerations: Class A-1, A-2 and IO Certificates are expected to be
ERISA eligible.
SMMEA Eligibility: Class A-1, A-2, IO and B Certificates are expected to be
SMMEA eligible.
Risk Factors: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE
SUITABLE FOR ALL INVESTORS. SEE THE "RISK FACTORS"
SECTION OF PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS"
SECTION OF THE PROSPECTUS.
Rating Agencies: Fitch IBCA, Inc. and Moody's Investors Service, Inc.
<PAGE>
STRUCTURAL CHARACTERISTICS:
- ---------------------------
The Offered Certificates (other than the Class E, F and IO Certificates) are
fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through
Certificates. The Class C and D Certificates are capped at the Weighted Average
Net Mortgage Rate. The Class E, F and IO Certificates will accrue interest at
variable rates as discussed in the Prospectus Supplement. All Classes of
Certificates derive their cash flows from the entire pool of Mortgage Loans.
PRIORITY OF CASH FLOWS:
[GRAPHIC]
Notes: (1) The Class A-1, A-2 and IO Certificates will be paid interest on
a pro rata basis.
(2) The above analysis is based on Assumptions described in the
Prospectus Supplement.
<PAGE>
STRUCTURAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Interest Distributions: Each Class of Certificates (other than the Class IO
Certificates) will be entitled on each Distribution Date
to interest accrued at its Pass-Through Rate on the
outstanding Certificate Balance of such Class during the
prior calendar month. The Class IO Certificates will be
entitled on each Distribution Date to the aggregate
interest accrued on each of its components during the
prior calendar month.
Pass-Through Rates: Class A-1: [ __ ]%
Class A-2: [ __ ]%
Class IO: Variable interest rate as described in the
Prospectus Supplement.
Class B: [ __ ]%
Class C*: [ __ ]%
Class D*: [ __ ]%
Class E: [ __ ]% Net WAC - 5bps
Class F: [ __ ]% Net WAC - 5bps
Class G: [ __ ]%
Class H: [ __ ]%
Class J: [ __ ]%
Class K: [ __ ]%
Class L: [ __ ]%
Class M: [ __ ]%
Class N: [ __ ]%
* Subject to a Net WAC Cap
Principal
Distributions: Principal will be distributed on each Distribution Date
to the Class of Principal Balance Certificates
outstanding, with the earliest alphabetical/numerical
Class designation, until its Certificate Balance is
reduced to zero. If, due to losses, the Certificate
Balances of the Class B through Class N Certificates are
reduced to zero payments of principal to the Class A-1
and A-2 Certificates will be made on a pro rata basis.
Prepayment Premium
Allocation: All Prepayment Premiums are distributed to
Certificateholders on the Distribution Date following
the collection period in which the prepayment occurred.
On each Distribution Date, a percentage of all
Prepayment Premiums will be allocated to each class of
certificates then entitled to principal distributions,
which percentage will be equal to the product of (a) the
percentage of the total principal distribution such
Class receives out of the entire Principal Distribution
amount for such distribution date, and (b) 25%. The
remaining percentage of all prepayment premiums will be
allocated to the Class IO Certificates.
Yield Maintenance
Charges Allocation: All Yield Maintenance Charges are distributed to
Certificateholders on the Distribution Date following
the collection period in which the prepayment occurred.
On each Distribution Date, the holders of each class
then entitled to principal distributions will be
entitled to an amount of Yield Maintenance Charges equal
to the product of (a) the amount of such Yield
Maintenance Charges, multiplied by (b) a fraction, the
numerator of which is equal to the excess, if any, of
the Pass-Through Rate of such Class of Offered
Certificates over the relevant Discount Rate, and the
denominator of which is equal to the excess, if any, of
the Mortgage Rate of the prepaid Mortgage Loan over the
relevant Discount Rate, multiplied by (c) a fraction,
the numerator of which is equal to the amount of
principal distributable on such class on such
Distribution Date, and the denominator of which is the
Principal Distribution Amount for such Distribution
Date.
Yield Maintenance
Charge Allocation
Example: A Yield Maintenance Charge will generally be equal to
the present value of the reduction in interest payments
as a result of the prepayment through the maturity of
the Mortgage Loan, discounted at the yield of a Treasury
security of similar maturity in most cases (converted
from semi-annual to monthly pay). The following reflects
that method:
General Yield Maintenance Charge Allocation Example:
----------------------------------------------------
Assuming the structure presented in this Term Sheet and
the following assumptions:
Assume prepayment occurs on April 1, 2001.
Assume only Class A-1 will be receiving principal at the
time of this prepayment.
Mortgage Loan characteristics of hypothetical loan being
prepaid:
Balance: $10,000.000
Coupon: 8.00%
Scheduled Maturity: 8 years (April 1, 2007)
Yield Maintenance Charge Payable: $500,000
Treasury Yield (monthly): 5.00%
Certificate Characteristics: Class A-1 Coupon: 6.00%
Discount Rate Fraction Calculation:
<TABLE>
<CAPTION>
Class A-1 Class IO
--------- --------
<S> <C> <C>
(Class A-1 Coupon -
Discount Rate)/(Gross 6.00% - 5.00%
Mortgage Rate - ----------------- = 33.33%
Reinvestment Yield) 8.00% - 5.00%
Percent of Premium 100.00% - 33.33% =
allocated to Class 33.33% 66.67%
YM Allocated $166,667 $333,333
</TABLE>
Credit Enhancement: Each Class of Certificates, other than Classes A-1, A-2
and IO (the "Senior Certificates"), will be subordinate
to: (i) the Senior Certificates and (ii) each other
Class with an earlier alphabetical Class designation.
Advancing: The Master Servicer and the Trustee 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.
<PAGE>
Realized Losses and
Expense Losses: Realized Losses and Additional Trust Fund Expenses, if
any, will be allocated to the Class N, Class M, Class L,
Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C, and Class B Certificates, in that
order, and then, pro rata, to Classes A-1 and A-2.
Prepayment Interest
Shortfalls: For any Distribution Date, any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date will
generally be allocated on a pro rata basis to each Class
of Certificates (other than Class IO) in proportion to
its entitlement to interest. The Master Servicer's fee
up to a Master Servicing Fee Rate of 0.03% per annum and
all accrued income earned by the Master Servicer on any
voluntary principal prepayment in the applicable
collection period shall be offset against any Prepayment
Interest Shortfall.
Appraisal Reductions: An appraisal reduction generally will be created in the
amount, if any, by which the Principal Balance of a
Specially Serviced Mortgage Loan (plus other amounts
overdue in connection with such loan) exceeds 90% of the
appraised value of the related Mortgaged Property. The
Appraisal Reduction Amount will reduce proportionately
the amount of P&I Advances for such loan, which
reduction will result, in general, in a reduction of
interest distributable to the most subordinate Class of
Principal Balance Certificates 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.
Controlling Class: The Controlling Class will generally be the most
subordinate Class of Certificates outstanding at any
time or, if the Certificate Balance of such Class is
less than 25% of the initial Certificate Balance of such
Class, the next most subordinate Class of Principal
Balance Certificates.
Special Servicer: The Pooling and Servicing Agreement permits the Special
Servicer to modify, waive or amend any term of any
Mortgage Loan if it determines, in accordance with the
servicing standard, that it is appropriate to do so
subject to certain limitations.
Optional Termination: The Depositor, the Master Servicer, the Special
Servicer, and certain Certificateholders 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 Stated Principal Balance
of the Mortgage Loans then outstanding is less than or
equal to 1% of the Cut-Off Date Pool Balance. Such
purchase price will generally be at a price equal to the
unpaid aggregate principal balance of the Mortgage Loans
(or fair market value in the case of REO Properties),
plus accrued and unpaid interest and certain other
additional trust fund expenses.
Reports to
Certificateholders: The Trustee will prepare and deliver monthly
Certificateholder Reports. The Special Servicer will
prepare and deliver to the Trustee a monthly Special
Servicer Report summarizing the status of each Specially
Serviced Mortgage Loan. The Master Servicer and the
Special Servicer will prepare and deliver to the Trustee
an annual report setting forth, among other things, the
debt service coverage ratios for each Mortgage Loan, as
available. Each of the reports will be available to the
Certificateholders. A Report containing information
regarding the Mortgage Loans will be available
electronically.
<PAGE>
COLLATERAL CHARACTERISTICS:
- ---------------------------
Summary: As of the Cut-Off Date, the Mortgage Pool consists of a
$1,181,529,534 pool of 223 fixed-rate, first lien,
mortgage loans secured by liens on commercial and
multifamily properties located throughout 38 states,
with a weighted average Mortgage Rate of 7.35% and a
weighted average remaining term to maturity of 128
months. See the Prospectus Supplement for more detailed
collateral information.
Initial Pool Balance: $1,181,529,534
Number of Loans: 223
Gross WAC: 7.35%
Original WAM: 134
Remaining WAM: 128
Average Loan Balance: $5,298,339
WA DSCR*: 1.36x
WA Cut-off Date LTV Ratio*: 71.17%
-------------
*Excluding CTL Loans
<TABLE>
<CAPTION>
PERCENT OF WTD. AVE. WTD. AVE.
NUMBER CUT-OFF CUT-OFF MORTGAGE REMAINING WTD. AVE. WTD. AVE.
PROPERTY TYPE OF LOANS BALANCE ($) BALANCE (%) RATE (%) TERM (MOS) DSCR(X)** LTV(%)**
------------- -------- ----------- ----------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 62 365,399,773 30.93 7.43 124 1.25 75.71
Retail - Anchored 55 272,579,564 23.07 7.07 120 1.38 71.90
Hospitality 19 166,306,763 14.08 7.23 127 1.52 67.54
Office 19 143,202,780 12.12 7.57 114 1.33 66.09
Credit Tenant Lease* 27 78,805,582 6.67 7.20 226 0.00 0.00
Mixed Use 5 50,193,888 4.25 7.65 118 1.32 67.51
Industrial 13 37,267,470 3.15 7.68 118 1.33 70.70
Retail - Unanchored 12 31,612,142 2.68 7.67 117 1.68 64.78
Healthcare 7 24,679,110 2.09 7.74 126 1.65 64.32
Mobile Home Comm. 3 9,489,407 0.80 7.57 116 1.32 75.69
Self Storage 1 1,993,054 0.17 7.38 118 1.48 71.20
--- ------------- ------ ---- --- ---- -----
Totals/Weighted Average 223 1,181,529,534 100.00 7.35 128 1.36 71.17
</TABLE>
- ------------
* See page 14 of this Term Sheet and the Prospectus Supplement for a more
detailed discussion of credit tenant lease loans.
** CTL Loans are excluded from these calculations.
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
TEN LARGEST MORTGAGE LOANS
The following tables and summaries describe the ten largest Mortgages Loans in
the Mortgage Pool by Cut-Off Date Balance:
<TABLE>
<CAPTION>
TEN LARGEST MORTGAGE LOANS BY CUT-OFF BALANCE
PERCENTAGE OF
CUT-OFF
NUMBER OF CUT-OFF DATE DATE POOL MORTGAGE CURRENT DSC
PROPERTY NAME PROPERTIES BALANCE BALANCE PROPERTY TYPE RATE CURRENT LTV RATIO
- ------------- ---------- ------------ ------------- ------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sheraton Suites Portfolio 3 $50,443,313 4.27% Hospitality 6.75% 66.2% 1.55x
Olen Portfolio 6 37,472,777 3.17 Mixed Use 7.61% 67.5% 1.30x
Lakeside Apartments 1 29,750,000 2.52 Multifamily 7.05% 80.0% 1.22x
Wynfrey Hotel 1 25,263,571 2.14 Hospitality 7.40% 69.2% 1.40x
Wilshire Portfolio 3 24,518,179 2.08 Office 8.25% 69.9% 1.23x
Hickory Lake 1 22,492,277 1.90 Multifamily 7.65% 79.3% 1.20x
Westgate Village 1 21,984,235 1.86 Retail 6.57% 73.3% 1.43x
1055 Washington Blvd 1 19,932,471 1.69 Office 7.72% 59.0% 1.31x
Oak Park Commons 1 19,154,363 1.62 Retail 6.57% 74.7% 1.48x
Vista Ridge Plaza I, II & 1 18,917,890 1.60 Retail 6.57% 51.7% 1.44x
Shops -- ------------ ----- ---- ---- -----
Total/Weighted Average 19 $269,929,076 22.85% 7.21% 69.2% 1.37x
</TABLE>
SHERATON SUITES PORTFOLIO. The Sheraton Suites Portfolio loan is secured by 3
luxury, all suite, full service hotels, two of which are fee interests and one
of which is a leasehold interest. The combined hotels contain approximately 732
suites which are generally larger than traditional hotel rooms with two
physically separated rooms in the suite. The properties are located in
Wilmington, Delaware (approximately 228 suites), Elk Grove, Illinois
(approximately 253 suites), and Dallas, Texas (approximately 251 suites). The
sponsor of the borrower is Sheraton Suites Investment Limited Partnership
("SSILP"). ITT Sheraton Corporation directly or indirectly owns 24% of the
limited partnership interests and the 1% general partnership interest in SSILP.
ITT Sheraton Corporation is ultimately a wholly-owned subsidiary of Starwood
Hotels & Resorts Worldwide, Inc.
OLEN PORTFOLIO. The Olen Portfolio loan is secured by 5 office/industrial flex
properties and 1 office building, each located in Orange County, California. The
properties contain a total of 608,644 rentable square feet, ranging in size from
30,000 square feet to 186,500 square feet. As of March 1999, the properties had
an aggregate occupancy of 99.3%, ranging from 97.4% to 100%. The borrower is a
newly formed special purpose Nevada corporation. The sponsor of the borrower is
The Olen Companies, a real estate management and development company founded in
1973. The Olen Companies currently own commercial and multifamily real estate
throughout the United States, including, as of April 1999, 47 office and
industrial properties located in Southern California containing in excess of
three million square feet.
LAKESIDE APARTMENTS. The Lakeside Apartments loan is secured by a 461-unit
luxury apartment complex located in Newnan, Georgia, which is part of the
metropolitan Atlanta, Georgia area. The first phase of the complex was built in
1991 and the third and final phase, containing 200 units, was completed in March
1998. As of March 1999, Lakeside Apartments had an occupancy rate of 93.4%. The
borrower is a newly formed special purpose Illinois limited partnership.
<PAGE>
The sponsor of the borrower is an executive officer of Executive Affiliates,
Inc., a real estate management and development company founded in 1966. As of
April 1999, the sponsor, through various entities, owned 18 multifamily
properties and 3 hotels throughout the United States.
WYNFREY HOTEL. The Wynfrey Hotel loan is secured by the Wynfrey Hotel, a
full-service luxury hotel in the metropolitan Birmingham, Alabama area. In
addition to the hotel's 329 guest rooms on 14 floors and approximately 27,716
square feet of meeting and banquet space, the hotel also has a 224 seat formal
dining restaurant, a 221 seat casual dining restaurant, a piano bar and lounge,
an outdoor swimming pool, a fitness room and a gift shop. The sponsors of the
borrower are James W. Wilson, III and William B. Wilson.
WILSHIRE PORTFOLIO. The Wilshire Portfolio loan is secured by 3 properties (one
fee and two leasehold interests): the Wilshire Doheny, the Wilshire Lapeer and
the Wilshire Palm. Each property is a Class "A" office building located on
Wilshire Boulevard in Beverly Hills, California. The properties contain a total
of 207,682 rentable square feet and were 95.5% occupied as of March 1999. The
sponsor of the borrowers (3 co-obligors) is Casden Properties Inc., a newly
organized Maryland corporation, and a real estate investment trust sponsor.
HICKORY LAKE. The Hickory Lake loan is secured by a 726 unit apartment complex
built in 1969 and was renovated between 1994 and 1996. The complex is located in
Atlanta, Georgia and consists of three separate phases: The Arbors at Hickory
Lake, The Meadows at Hickory Lake and The Gardens at Hickory Lake. The sponsor
of the borrower is The Pinnacle Companies which was formed in 1976 and owns
multifamily properties containing 3,094 units in Georgia, South Carolina and
Florida.
WESTGATE VILLAGE. The Westgate Village loan is secured by a 342,853 square foot
retail center comprised of two single-story, free-standing buildings, located in
Amarillo, Texas. The north building contains 142,808 square feet and is 100%
leased to Builders Square and Circuit City. The south building contains 200,045
square feet, is 93.4% leased to seven tenants, and is anchored by K-Mart,
PetsMart and Office Max. The sponsor of the borrower is the Kimco Realty
Corporation, a publicly traded owner and operator of neighborhood and community
shopping centers. As of April 1999, Kimco Realty Corporation's portfolio was
comprised of 445 property interests totaling approximately 58.0 million square
feet of gross leasable area located in 40 states.
1055 WASHINGTON BLVD. The 1055 Washington Boulevard loan is secured by a
leasehold interest in a ten-story, class "A" office building containing 181,360
rentable square feet, located in Stamford, Connecticut. The property was 92.2%
occupied as of September 1998. The sponsors of the borrowers are Robert C. Elder
and Raymond W. Miller.
OAK PARK COMMONS. The Oak Park Commons loan is secured by a 136,939 square foot,
one-story neighborhood shopping center located in South Plainfield, New Jersey.
The center was completed in April 1998 and is anchored by A&P, Sears and CVS. As
of October 1998, the center was 100% occupied. The sponsor of the borrower is
the Kimco Realty Corporation, which is described above under the summary of the
Westgate Village loan.
VISTA RIDGE PLAZA I, II & SHOPS. The Vista Ridge Plaza I, II and Shops loan is
secured by 290,227 square feet of community shopping center space located in
Lewisville, Texas. The center was developed in three phases between 1996 and
1998. The center is anchored by Homeplace, BabiesRUs and Drug Emporium and 100%
occupied as of September 1998. The sponsor of the borrower is the Kimco Realty
Corporation, which is described above under the summary of the Westgate Village
loan.
<PAGE>
Call Protection: 100% of the Mortgage Loans contain call protection
provisions. The weighted average lockout and defeasance
period for all loans is 9.75 years. The Mortgage Loans
are generally prepayable without penalty between zero to
six months from Mortgage Loan maturity. 208 of the
Mortgage Loans, or approximately 90.53% of the Cut-Off
Date Pool Balance, require defeasance.
Prepayment Premiums:
<TABLE>
<CAPTION>
PERCENT OF REMAINING BALANCE ANALYSIS*
PREPAYMENT
PREMIUM MAY-99 MAY-00 MAY-01 MAY-02 MAY-03 MAY-04 MAY-05 MAY-06 MAY-07 MAY-08
---------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lock-out/Defeasance 100.00 100.00 95.20 90.99 89.96 89.89 89.92 89.81 89.64 83.84
YM 0.00 0.00 4.80 9.01 10.04 10.11 10.08 10.19 10.36 6.31
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SUB TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 90.15
5.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1.5% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.18
1.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 9.67
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
------------
* Numbers represent percentage of outstanding balance as of the date indicated
</TABLE>
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
CUT-OFF DATE BALANCES
- ---------------------
Number of Cut-off Date Percent of
Loans Balance ($) Balance
--------- ------------ ----------
less than or equal to 2,000,000 65 90,819,045 7.69
2,000,001 - 4,000,000 63 175,192,285 14.83
4,000,001 - 6,000,000 39 187,261,792 15.85
6,000,001 - 8,000,000 17 115,449,163 9.77
8,000,001 - 10,000,000 9 81,926,493 6.93
10,000,001 - 15,000,000 15 178,506,619 15.11
15,000,001 - 20,000,000 8 140,449,787 11.89
20,000,001 - 25,000,000 3 68,994,691 5.84
25,000,001 - 30,000,000 2 55,013,571 4.66
35,000,001 - 40,000,000 1 37,472,777 3.17
greater than 40,000,000 1 50,443,313 4.27
--- ---------------- ------
TOTAL: 223 1,181,529,533.96 100.00
Min: 412,861 Average: 5,298,339 Max: 50,443,313
MORTGAGE RATES (%)
- ------------------
Number of Cut-off Date Percent of
Loans Balance Balance
--------- ------------ ----------
less than 7.000 39 277,347,969 23.47
7.000 - 7.499 94 408,883,654 34.61
7.500 - 7.999 63 395,790,649 33.50
8.000 - 8.499 19 72,789,220 6.16
8.500 - 8.999 5 19,852,801 1.68
greater than 8.999 3 6,865,241 0.58
--- ------------- ------
TOTAL: 223 1,181,529,534 100.00
Min: 6.125 Average: 7.350 Max: 9.500
PROPERTY TYPES STATES
- -------------- ------
<TABLE>
<CAPTION>
Number of Cut-off Date Percent of Number of Cut-off Date Percent of
Loans Balance Balance Properties Balance Balance
--------- ------------ ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 62 365,399,773 30.93 CA 40 152,100,762 12.87
Retail - Anchored 55 272,579,564 23.07 GA 17 114,892,601 9.72
Hospitality 19 166,306,763 14.08 TX 14 85,621,908 7.25
Office 19 143,202,780 12.12 FL 21 81,138,219 6.87
CTL 27 78,805,582 6.67 NC 21 74,332,885 6.29
Mixed Use 5 50,193,888 4.25 NY 16 68,164,832 5.77
Industrial 13 37,267,470 3.15 PA 9 64,406,238 5.45
Retail - Unanchored 12 31,612,142 2.68 NJ 7 55,447,497 4.69
Healthcare 7 24,679,110 2.09 CT 6 53,249,911 4.51
MHC 3 9,489,407 0.80 VA 19 38,716,224 3.28
Self Storage 1 1,993,054 0.17 Other 90 393,458,458 33.30
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 260 1,181,529,534 100.00
</TABLE>
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
<TABLE>
<CAPTION>
DSCRS (X) (EXCLUDING CTLS) CUT-OFF DATE LTVS (EXCLUDING CTLS)
- -------------------------- ----------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance ($) Balance of Loans Balance ($) Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 1.20 4 15,033,915 1.36 less than 40.01 1 3,480,963 0.32
1.20 - 1.29 67 436,777,607 39.61 40.01 - 50.00 3 11,992,981 1.09
1.30 - 1.39 69 268,683,401 24.37 50.01 - 60.00 13 91,332,843 8.28
1.40 - 1.49 30 218,423,143 19.81 60.01 - 70.00 68 325,113,818 29.48
1.50 - 1.59 12 109,384,045 9.92 70.01 - 80.00 107 634,869,782 57.57
1.60 - 1.69 6 24,351,105 2.21 80.01 - 85.00 2 20,704,234 1.88
greater than 1.69 8 30,070,736 2.73 greater than or
--- ------------- ------ equal to 85.01 2 15,229,332 1.38
--- ------------- ------
TOTAL: 196 1,102,723,952 100.00 TOTAL: 196 1,102,723,952 100.00
Min: 1.14 Average: 1.36 Max: 4.42 Min: 23.70 Average: 71.17 Max: 100.20
- ------------ -------------
*The Loan with a DSC Ratio of 1.14x is part of a group of *The Loan with a 100.16% LTV Ratio is part of a group of cross-
cross-collateralized Mortgage Loans with a weighted average collateralized Mortgage Loans with a weighted average Cut-Off
Cut-Off Date DSC Ratio of 1.49x. Date LTV Ratio of 68.1%.
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL TERMS TO STATED MATURITY (MOS) REMAINING TERMS TO STATED MATURITY (MOS)
- --------------------------------------- ----------------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance ($) Balance of Loans Balance ($) Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 84 3 26,290,235 2.23 less than 84 3 26,290,235 2.23
85 - 132 152 984,560,707 83.33 85 - 120 151 972,560,707 82.31
133 - 156 26 33,261,342 2.82 121 - 156 27 45,261,342 3.83
157 - 180 8 29,407,345 2.49 157 - 180 8 29,407,345 2.49
181 - 216 6 21,794,383 1.84 181 - 228 8 25,150,745 2.13
217 - 240 11 40,493,756 3.43 241 - 252 17 60,322,292 5.11
241 - 264 13 37,994,143 3.22 253 - 300 7 19,475,845 1.65
greater than 264 4 7,727,623 0.65 greater than 300 2 3,061,022 0.26
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 223 1,181,529,534 100.00
Min: 60 Average: 134 Max: 360 Min: 56 Average: 128 Max: 357
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL AMORTIZATION TERMS (MOS) REMAINING AMORTIZATION TERMS (MOS)
- --------------------------------- ----------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance ($) Balance of Loans Balance ($) Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 180 4 10,867,410 0.92 less than 180 4 10,867,410 0.92
181 - 240 20 61,961,248 5.24 181 - 240 22 67,081,369 5.68
241 - 252 2 5,120,121 0.43 241 - 252 6 18,064,778 1.53
253 - 264 6 18,064,778 1.53 253 - 264 6 21,794,383 1.84
265 - 288 7 27,239,514 2.31 265 - 276 1 5,445,132 0.46
289 - 300 62 265,660,461 22.48 277 - 288 3 11,200,848 0.95
301 - 324 3 8,510,710 0.72 289 - 324 64 267,883,666 22.67
greater than 324 119 784,105,292 66.36 greater than 324 117 779,191,949 65.95
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 223 1,181,529,534 100.00
Min: 171 Average: 333 Max: 360 Min: 163 Average: 328 Max: 360
</TABLE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Credit Tenant
Lease Loans: Credit Tenant Lease Loans are secured by mortgages on
properties which are leased (each a "Credit Tenant
Lease"), to a tenant which possesses (or whose parent or
other affiliate which guarantees the lease obligation
possesses) the rating indicated in the following table.
Scheduled monthly rent payments under the Credit Tenant
Leases are generally sufficient to pay in full and on a
timely basis all interest and principal scheduled to be
paid with respect to the related Credit Tenant Lease
Loans.
The Credit Tenant Lease Loans generally provide that the
Tenant is responsible for all costs and expenses
incurred in connection with the maintenance and
operation of the related Credit Tenant Lease property
and that, in the event of a casualty or condemnation of
a material portion of the related Mortgaged Property:
(i) the Tenant is obligated to continue making
payments;
(ii) the Tenant must make an offer to purchase the
applicable property subject to the Credit Tenant
Lease for an amount not less than the unpaid
principal balance plus accrued interest on related
Credit Tenant Lease Loan; or
(iii) the Trustee on behalf of the Certificateholders
will have the benefit of certain non-cancelable
credit lease enhancement insurance policies
obtained to cover certain casualty and/or
condemnation risks.
Approximately 6.67% of the Mortgage Loans are
Credit Tenant Lease Loans.
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Unless otherwise indicated, such ratings were the highest assigned to the
applicable Tenant or Guarantor, as applicable, by Moody's and Standard & Poor's
respectively.
<TABLE>
<CAPTION>
Cut-Off Date S&P Moody's Lease Type
Property Name Guarantor/Tenant Property Type Balances Rating Rating Code(1)
<S> <C> <C> <C> <C> <C> <C>
Circuit City Norwalk 444 Circuit City Stores Inc. Electronics Store 7,898,702 Private NN
CVS Greenville Old Buncombe CVS Corporation Drug Store 1,306,853 A A3 NN
CVS Lansdowne Hollins Ferry CVS Corporation Drug Store 1,831,525 A A3 NN
CVS Yarmouth Main CVS Corporation Drug Store 2,556,250 A A3 NN
CVS Rocky Mount CVS Corporation Drug Store 1,520,209 A A3 NN
----------
TOTAL CVS 7,214,837
Eagle Davenport Locust Eagle Food Centers, Inc. Grocery Store 4,085,191 B+ B2 NNN
Eckerd Oveido Red Bug Lake Eckerd Corporation Drug Store 2,418,557 Baa1 NNN
Eckerd Ferber Tallahassee Eckerd Corporation Drug Store 1,836,154 Baa1 NNN
Eckerd, Tarboro Eckerd Corporation Drug Store 1,690,369 Baa1 NN
----------
TOTAL ECKERD 5,945,080
IHOP Rock Hill North Cherry IHOP Corporation Restaurant 1,389,770 Private(2) NNN
Motel 6 1081 Little Rock (W) Accor SA Limited Service 4,043,344 BBB B
Motel 6 1115 Raleigh Accor SA Limited Service 6,235,064 BBB B
Motel 6 1129 Hilton Head Accor SA Limited Service 4,232,286 BBB B
Motel 6 202 Lumberton Accor SA Limited Service 1,039,177 BBB B
Motel 6 608 Mobile Accor SA Limited Service 3,079,744 BBB B
Motel 6 740 Reno Sparks Accor SA Limited Service 3,164,767 BBB B
----------
TOTAL MOTEL 6 21,794,383
Rite Aid - Holland Rite Aid Corporation Drug Store 2,764,695 BBB+ Baa1 B
Rite Aid - Ironton Rite Aid Corporation Drug Store 2,385,499 BBB+ Baa1 B
Rite Aid - Commerce Turnpike Rite Aid Corporation Drug Store 3,046,015 BBB+ Baa1 B
Rite Aid - Claremont Rite Aid Corporation Drug Store 2,527,844 BBB+ Baa1 B
----------
TOTAL RITE AID 10,724,053
Southland Ormond Beach Nova The Southland Corporation Convenience Store 1,068,620 BB+ Ba1 NN
Staples York Loucks Road Staples, Inc. Office Supplies 2,647,603 BBB- Baa2 NN
Walgreen Franklin Fieldstone Walgreen Company Drug Store 2,563,871 A+ Aa3 NN
Walgreen Duncanville Wheatland Walgreen Company Drug Store 2,550,305 A+ Aa3 NN
Walgreens at Silver Lakes Walgreen Company Drug Store 2,672,432 A+ Aa3 NN
Walgreen Colleyville Walgreen Company Drug Store 2,805,603 A+ Aa3 NN
----------
TOTAL WALGREENS 10,592,211
Winn Dixie Chesapeake Cedar Winn-Dixie Stores, Inc. Grocery Store 5,445,132 A2 P2 NNN
Total: 78,805,582
</TABLE>
- ------------
Notes: (1) "NNN" means triple net lease; "NN" means double net lease, "B" means
bond-type lease.
(2) Private rating; disclosure not available
CHASE SECURITIES INC. FIRST UNION CAPITAL MARKETS
J.P. MORGAN & CO.
<PAGE>
[LOGO] CHASE SECURITIES INC. FIRST UNION
NEW CMBS ISSUE
PRELIMINARY TERM SHEET
--------------------
$1,060,422,756
(Approximate)
OFFERED CERTIFICATES
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates
Series 1999-C2
First Union Commercial Mortgage Securities, Inc., as Depositor
First Union National Bank, as Master Servicer
--------------------
First Union National Bank, Mortgage Loan Seller
The Chase Manhattan Bank, Mortgage Loan Seller
CHASE SECURITIES INC. J.P. MORGAN FIRST UNION CAPITAL MARKETS
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy securities are made only by, and this information
must be read in conjunction with, the final prospectus supplement and the
related prospectus or, if not registered under the securities laws, the final
offering memorandum (the "Offering Document"), and any such decision to invest
in such securities should be made solely in reliance upon such Offering
Document. Information contained herein does not purport to be complete and is
subject to the same qualifications and assumptions, and should be considered by
investors only in the light of the same warnings, lack of assurances and
representations and other precautionary matters, as disclosed in the Offering
Document. Information regarding the underlying assets has been provided by the
issuer of the securities or an affiliate thereof and has not been independently
verified by the underwriters or their respective affiliates. This information
was prepared on the basis of certain assumptions (including in certain cases
assumptions specified by the recipient hereof) regarding payments, interest
rates, weighted average lives and weighted average loan age, loss and other
matters including but not limited to, the assumptions described in the Offering
Document, the underwriters, and any of their respective affiliates make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supercedes any prior versions hereof, will be deemed to be
superseded by any subsequent versions (including with respect to any description
of the securities or the underlying assets, the information contained in the
Offering Document), and will be deemed superseded, amended and supplemented in
their entirety by such final Offering Document.
<PAGE>
STRUCTURAL AND COLLATERAL TERM SHEET
------------------------------------
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C2
$1,060,422,756
(Approximate)
OFFERED CERTIFICATES
[GRAPHIC]
% OF MORTGAGE POOL BY CUT-OFF DATE BALANCE
<PAGE>
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates
Series 1999-C2
<TABLE>
<CAPTION>
CUT-OFF DATE CUT-OFF DATE
CERTIFICATE SUBORDINATION RATING AVERAGE PRINCIPAL PASS-THROUGH
CLASS BALANCE(1) LEVEL (MOODY'S/FITCH) LIFE(YRS.)(3) WINDOW(3)(4) RATE(5)
----- ------------ ------------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
A-1 203,500,000 25.75% Aaa/AAA 5.39 Jun99-Jun08 Fixed Rate
A-2 673,785,678 25.75% Aaa/AAA 9.59 Jun08-Apr09 Fixed Rate
IO 1,181,529,533(2) --- Aaa/AAA N/A Jun99-Feb29 Variable Rate
B 47,261,182 21.75% Aa2/AA 9.90 Apr09-Apr09 Fixed Rate
C 62,030,300 16.50% A2/A 9.91 Apr09-May09 Fixed Rate(6)
D 14,769,120 15.25% A3/A- 9.99 May09-May09 Fixed Rate(6)
E 41,353,533 11.75% Baa2/BBB 9.99 May09-May09 Variable Rate
F 17,722,943 10.25% Baa3/BBB- 10.19 May09-Sep09 Variable Rate
G(7) 41,353,534 6.75% --- --- --- Fixed Rate
H(7) 11,815,295 5.75% --- --- --- Fixed Rate
J(7) 11,815,296 4.75% --- --- --- Fixed Rate
K(7) 11,815,295 3.75% --- --- --- Fixed Rate
L(7) 11,815,295 2.75% --- --- --- Fixed Rate
M(7) 11,815,296 1.75% --- --- --- Fixed Rate
N(7) 20,676,766 --- --- --- --- Fixed Rate
</TABLE>
- --------------
(1) In the case of each such Class, subject to a permitted variance of plus or
minus 5%.
(2) Represents the notional amount.
(3) Based on Assumptions described in the Prospectus Supplement.
(4) Principal Window is the period during which distributions of principal are
expected to be made to the holders of each designated Class in accordance
with the Assumptions.
(5) Other than the Class E, F and IO Certificates, each Class of Certificates
will accrue interest generally at a fixed rate of interest as described in
the Prospectus Supplement. The Class E, F and IO Certificates will accrue
interest at variable rates as described in the Prospectus Supplement. The
pass-through rates shown are only for indicative purposes. The final
pass-through rates will be determined at pricing.
(6) Capped at the Weighted Average Net Mortgage Rate.
(7) Not offered hereby.
<PAGE>
ISSUE CHARACTERISTICS:
- ----------------------
Issue Type: The Class A-1, A-2, IO, B, C, D, E and F Certificates
(the "Offered Certificates") will be offered pursuant to
the Prospectus Supplement subject to completion dated
April 30, 1999 and accompanying Prospectus dated April
30, 1999, and the Class G, H, J, K, L, M and N
Certificates are not offered hereby.
Securities Offered: $1,060,422,756 monthly pay, multi-class commercial
mortgage REMIC Pass-Through Certificates, including five
fixed-rate principal and interest Classes (Classes A-1,
A-2, B, C, and D), two variable rate principal and
interest Classes (Classes E and F) and one variable rate
interest only Class (Class IO). Classes C and D will be
capped at the Weighted Average Net Mortgage Rate. The
Offered Certificates have not been previously offered to
the public.
Collateral: The collateral consists of a $1,181,529,534 pool of 223
fixed-rate commercial and multifamily Mortgage Loans, of
which 196 are conduit loans consisting of $1,102,723,952
or 93.33% of the pool of mortgage loans as of the
Cut-Off Date and 27 are CTL loans consisting of
$78,805,582 or 6.67% of the pool of mortgage loans as of
the Cut-Off Date.
Loan Sellers: First Union National Bank and The Chase Manhattan Bank.
Co-Lead Managers: Chase Securities Inc. and First Union Capital Markets.
Co-Manager: J.P. Morgan Securities Inc.
Master Servicer: First Union National Bank.
Special Servicer: Banc One Mortgage Capital Markets, LLC.
Trustee: Norwest Bank Minnesota, National Association.
Expected Settle Date: May 20, 1999.
Distribution Dates: The 15th of each month. The first Distribution Date on
which investors will be entitled to distributions will
be in June, 1999.
Minimum Denominations: $10,000 for the Class A-1 and Class A-2, Class B, Class
C, Class D, Class E and Class F Certificates. $1,000,000
for the Class IO.
ERISA Considerations: Class A-1, A-2 and IO Certificates are expected to be
ERISA eligible.
SMMEA Eligibility: Class A-1, A-2, IO and B Certificates are expected to be
SMMEA eligible.
Risk Factors: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE
SUITABLE FOR ALL INVESTORS. SEE THE "RISK FACTORS"
SECTION OF PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS"
SECTION OF THE PROSPECTUS.
Rating Agencies: Fitch IBCA, Inc. and Moody's Investors Service, Inc.
<PAGE>
STRUCTURAL CHARACTERISTICS:
- ---------------------------
The Offered Certificates (other than the Class E, F and IO Certificates) are
fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through
Certificates. The Class C and D Certificates are capped at the Weighted Average
Net Mortgage Rate. The Class E, F and IO Certificates will accrue interest at
variable rates as discussed in the Prospectus Supplement. All Classes of
Certificates derive their cash flows from the entire pool of Mortgage Loans.
PRIORITY OF CASH FLOWS:
[GRAPHIC]
Notes: (1) The Class A-1, A-2 and IO Certificates will be paid interest on
a pro rata basis.
(2) The above analysis is based on Assumptions described in the
Prospectus Supplement.
<PAGE>
STRUCTURAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Interest Distributions: Each Class of Certificates (other than the Class IO
Certificates) will be entitled on each Distribution Date
to interest accrued at its Pass-Through Rate on the
outstanding Certificate Balance of such Class during the
prior calendar month. The Class IO Certificates will be
entitled on each Distribution Date to the aggregate
interest accrued on each of its components during the
prior calendar month.
Pass-Through Rates: Class A-1: [ __ ]%
Class A-2: [ __ ]%
Class IO: Variable interest rate as described in the
Prospectus Supplement.
Class B: [ __ ]%
Class C*: [ __ ]%
Class D*: [ __ ]%
Class E: [ __ ]% Net WAC - 5bps
Class F: [ __ ]% Net WAC - 5bps
Class G: [ __ ]%
Class H: [ __ ]%
Class J: [ __ ]%
Class K: [ __ ]%
Class L: [ __ ]%
Class M: [ __ ]%
Class N: [ __ ]%
* Subject to a Net WAC Cap
Principal
Distributions: Principal will be distributed on each Distribution Date
to the Class of Principal Balance Certificates
outstanding, with the earliest alphabetical/numerical
Class designation, until its Certificate Balance is
reduced to zero. If, due to losses, the Certificate
Balances of the Class B through Class N Certificates are
reduced to zero payments of principal to the Class A-1
and A-2 Certificates will be made on a pro rata basis.
Prepayment Premium
Allocation: All Prepayment Premiums are distributed to
Certificateholders on the Distribution Date following
the collection period in which the prepayment occurred.
On each Distribution Date, a percentage of all
Prepayment Premiums will be allocated to each class of
certificates then entitled to principal distributions,
which percentage will be equal to the product of (a) the
percentage of the total principal distribution such
Class receives out of the entire Principal Distribution
amount for such distribution date, and (b) 25%. The
remaining percentage of all prepayment premiums will be
allocated to the Class IO Certificates.
Yield Maintenance
Charges Allocation: All Yield Maintenance Charges are distributed to
Certificateholders on the Distribution Date following
the collection period in which the prepayment occurred.
On each Distribution Date, the holders of each class
then entitled to principal distributions will be
entitled to an amount of Yield Maintenance Charges equal
to the product of (a) the amount of such Yield
Maintenance Charges, multiplied by (b) a fraction, the
numerator of which is equal to the excess, if any, of
the Pass-Through Rate of such Class of Offered
Certificates over the relevant Discount Rate, and the
denominator of which is equal to the excess, if any, of
the Mortgage Rate of the prepaid Mortgage Loan over the
relevant Discount Rate, multiplied by (c) a fraction,
the numerator of which is equal to the amount of
principal distributable on such class on such
Distribution Date, and the denominator of which is the
Principal Distribution Amount for such Distribution
Date.
Yield Maintenance
Charge Allocation
Example: A Yield Maintenance Charge will generally be equal to
the present value of the reduction in interest payments
as a result of the prepayment through the maturity of
the Mortgage Loan, discounted at the yield of a Treasury
security of similar maturity in most cases (converted
from semi-annual to monthly pay). The following reflects
that method:
General Yield Maintenance Charge Allocation Example:
----------------------------------------------------
Assuming the structure presented in this Term Sheet and
the following assumptions:
Assume prepayment occurs on April 1, 2001.
Assume only Class A-1 will be receiving principal at the
time of this prepayment.
Mortgage Loan characteristics of hypothetical loan being
prepaid:
Balance: $10,000.000
Coupon: 8.00%
Scheduled Maturity: 8 years (April 1, 2007)
Yield Maintenance Charge Payable: $500,000
Treasury Yield (monthly): 5.00%
Certificate Characteristics: Class A-1 Coupon: 6.00%
Discount Rate Fraction Calculation:
<TABLE>
<CAPTION>
Class A-1 Class IO
--------- --------
<S> <C> <C>
(Class A-1 Coupon -
Discount Rate)/(Gross 6.00% - 5.00%
Mortgage Rate - ----------------- = 33.33%
Reinvestment Yield) 8.00% - 5.00%
Percent of Premium 100.00% - 33.33% =
allocated to Class 33.33% 66.67%
YM Allocated $166,667 $333,333
</TABLE>
Credit Enhancement: Each Class of Certificates, other than Classes A-1, A-2
and IO (the "Senior Certificates"), will be subordinate
to: (i) the Senior Certificates and (ii) each other
Class with an earlier alphabetical Class designation.
Advancing: The Master Servicer and the Trustee 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.
<PAGE>
Realized Losses and
Expense Losses: Realized Losses and Additional Trust Fund Expenses, if
any, will be allocated to the Class N, Class M, Class L,
Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C, and Class B Certificates, in that
order, and then, pro rata, to Classes A-1 and A-2.
Prepayment Interest
Shortfalls: For any Distribution Date, any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date will
generally be allocated on a pro rata basis to each Class
of Certificates (other than Class IO) in proportion to
its entitlement to interest. The Master Servicer's fee
up to a Master Servicing Fee Rate of 0.03% per annum and
all accrued income earned by the Master Servicer on any
voluntary principal prepayment in the applicable
collection period shall be offset against any Prepayment
Interest Shortfall.
Appraisal Reductions: An appraisal reduction generally will be created in the
amount, if any, by which the Principal Balance of a
Specially Serviced Mortgage Loan (plus other amounts
overdue in connection with such loan) exceeds 90% of the
appraised value of the related Mortgaged Property. The
Appraisal Reduction Amount will reduce proportionately
the amount of P&I Advances for such loan, which
reduction will result, in general, in a reduction of
interest distributable to the most subordinate Class of
Principal Balance Certificates 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.
Controlling Class: The Controlling Class will generally be the most
subordinate Class of Certificates outstanding at any
time or, if the Certificate Balance of such Class is
less than 25% of the initial Certificate Balance of such
Class, the next most subordinate Class of Principal
Balance Certificates.
Special Servicer: The Pooling and Servicing Agreement permits the Special
Servicer to modify, waive or amend any term of any
Mortgage Loan if it determines, in accordance with the
servicing standard, that it is appropriate to do so
subject to certain limitations.
Optional Termination: The Depositor, the Master Servicer, the Special
Servicer, and certain Certificateholders 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 Stated Principal Balance
of the Mortgage Loans then outstanding is less than or
equal to 1% of the Cut-Off Date Pool Balance. Such
purchase price will generally be at a price equal to the
unpaid aggregate principal balance of the Mortgage Loans
(or fair market value in the case of REO Properties),
plus accrued and unpaid interest and certain other
additional trust fund expenses.
Reports to
Certificateholders: The Trustee will prepare and deliver monthly
Certificateholder Reports. The Special Servicer will
prepare and deliver to the Trustee a monthly Special
Servicer Report summarizing the status of each Specially
Serviced Mortgage Loan. The Master Servicer and the
Special Servicer will prepare and deliver to the Trustee
an annual report setting forth, among other things, the
debt service coverage ratios for each Mortgage Loan, as
available. Each of the reports will be available to the
Certificateholders. A Report containing information
regarding the Mortgage Loans will be available
electronically.
<PAGE>
COLLATERAL CHARACTERISTICS:
- ---------------------------
Summary: As of the Cut-Off Date, the Mortgage Pool consists of a
$1,181,529,534 pool of 223 fixed-rate, first lien,
mortgage loans secured by liens on commercial and
multifamily properties located throughout 38 states,
with a weighted average Mortgage Rate of 7.35% and a
weighted average remaining term to maturity of 128
months. See the Prospectus Supplement for more detailed
collateral information.
Initial Pool Balance: $1,181,529,534
Number of Loans: 223
Gross WAC: 7.35%
Original WAM: 134
Remaining WAM: 128
Average Loan Balance: $5,298,339
WA DSCR*: 1.36x
WA Cut-off Date LTV Ratio*: 71.17%
-------------
*Excluding CTL Loans
<TABLE>
<CAPTION>
WTD. AVE. WTD. AVE.
NUMBER CUT-OFF CUT-OFF MORTGAGE REMAINING WTD. AVE. WTD. AVE.
PROPERTY TYPE OF LOANS BALANCE ($) BALANCE (%) RATE (%) TERM (MOS) DSCR(X)** LTV(%)**
------------- -------- ----------- ----------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 62 365,399,773 30.93 7.43 124 1.25 75.71
Retail - Anchored 55 272,579,564 23.07 7.07 120 1.38 71.90
Hospitality 19 166,306,763 14.08 7.23 127 1.52 67.54
Office 19 143,202,780 12.12 7.57 114 1.33 66.09
Credit Tenant Lease(CTL)* 27 78,805,582 6.67 7.20 226 0.00 0.00
Mixed Use 5 50,193,888 4.25 7.65 118 1.32 67.51
Industrial 13 37,267,470 3.15 7.68 118 1.33 70.70
Retail - Unanchored 12 31,612,142 2.68 7.67 117 1.68 64.78
Healthcare 7 24,679,110 2.09 7.74 126 1.65 64.32
Mobile Home Comm. 3 9,489,407 0.80 7.57 116 1.32 75.69
Self Storage 1 1,993,054 0.17 7.38 118 1.48 71.20
--- ------------- ------ ---- --- ---- -----
Totals/Weighted Average 223 1,181,529,534 100.00 7.35 128 1.36 71.17
</TABLE>
- ------------
* See page 14 of this Term Sheet and the Prospectus Supplement for a more
detailed discussion of credit tenant lease loans.
** CTL Loans are excluded from these calculations.
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
TEN LARGEST MORTGAGE LOANS
The following tables and summaries describe the ten largest Mortgages Loans in
the Mortgage Pool by Cut-Off Date Balance:
<TABLE>
<CAPTION>
TEN LARGEST MORTGAGE LOANS BY CUT-OFF BALANCE
PERCENTAGE OF
CUT-OFF
NUMBER OF CUT-OFF DATE DATE POOL MORTGAGE CURRENT DSC
PROPERTY NAME PROPERTIES BALANCE BALANCE PROPERTY TYPE RATE CURRENT LTV RATIO
- ------------- ---------- ------------ ------------- ------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sheraton Suites Portfolio 3 $50,443,313 4.27% Hospitality 6.75% 66.2% 1.55x
Olen Portfolio 6 37,472,777 3.17 Mixed Use 7.61% 67.5% 1.30x
Lakeside Apartments 1 29,750,000 2.52 Multifamily 7.05% 80.0% 1.22x
Wynfrey Hotel 1 25,263,571 2.14 Hospitality 7.40% 69.2% 1.40x
Wilshire Portfolio 3 24,518,179 2.08 Office 8.25% 69.9% 1.23x
Hickory Lake 1 22,492,277 1.90 Multifamily 7.65% 79.3% 1.20x
Westgate Village 1 21,984,235 1.86 Retail 6.57% 73.3% 1.43x
1055 Washington Blvd 1 19,932,471 1.69 Office 7.72% 59.0% 1.31x
Oak Park Commons 1 19,154,363 1.62 Retail 6.57% 74.7% 1.48x
Vista Ridge Plaza I, II & 1 18,917,890 1.60 Retail 6.57% 51.7% 1.44x
Shops -- ------------ ----- ---- ---- -----
Total/Weighted Average 19 $269,929,076 22.85% 7.21% 69.2% 1.37x
</TABLE>
SHERATON SUITES PORTFOLIO. The Sheraton Suites Portfolio loan is secured by 3
luxury, all suite, full service hotels, two of which are fee interests and one
of which is a leasehold interest. The combined hotels contain approximately 732
suites which are generally larger than traditional hotel rooms with two
physically separated rooms in the suite. The properties are located in
Wilmington, Delaware (approximately 228 suites), Elk Grove, Illinois
(approximately 253 suites), and Dallas, Texas (approximately 251 suites). The
sponsor of the borrower is Sheraton Suites Investment Limited Partnership
("SSILP"). ITT Sheraton Corporation directly or indirectly owns 24% of the
limited partnership interests and the 1% general partnership interest in SSILP.
ITT Sheraton Corporation is ultimately a wholly-owned subsidiary of Starwood
Hotels & Resorts Worldwide, Inc.
OLEN PORTFOLIO. The Olen Portfolio loan is secured by 5 office/industrial flex
properties and 1 office building, each located in Orange County, California. The
properties contain a total of 608,644 rentable square feet, ranging in size from
30,000 square feet to 186,500 square feet. As of March 1999, the properties had
an aggregate occupancy of 99.3%, ranging from 97.4% to 100%. The borrower is a
newly formed special purpose Nevada corporation. The sponsor of the borrower is
The Olen Companies, a real estate management and development company founded in
1973. The Olen Companies currently own commercial and multifamily real estate
throughout the United States, including, as of April 1999, 47 office and
industrial properties located in Southern California containing in excess of
three million square feet.
LAKESIDE APARTMENTS. The Lakeside Apartments loan is secured by a 461-unit
luxury apartment complex located in Newnan, Georgia, which is part of the
metropolitan Atlanta, Georgia area. The first phase of the complex was built in
1991 and the third and final phase, containing 200 units, was completed in March
1998. As of March 1999, Lakeside Apartments had an occupancy rate of 93.4%. The
borrower is a newly formed special purpose Illinois limited partnership.
<PAGE>
The sponsor of the borrower is an executive officer of Executive Affiliates,
Inc., a real estate management and development company founded in 1966. As of
April 1999, the sponsor, through various entities, owned 18 multifamily
properties and 3 hotels throughout the United States.
WYNFREY HOTEL. The Wynfrey Hotel loan is secured by the Wynfrey Hotel, a
full-service luxury hotel in the metropolitan Birmingham, Alabama area. In
addition to the hotel's 329 guest rooms on 14 floors and approximately 27,716
square feet of meeting and banquet space, the hotel also has a 224 seat formal
dining restaurant, a 221 seat casual dining restaurant, a piano bar and lounge,
an outdoor swimming pool, a fitness room and a gift shop. The sponsors of the
borrower are James W. Wilson, III and William B. Wilson.
WILSHIRE PORTFOLIO. The Wilshire Portfolio loan is secured by 3 properties (one
fee and two leasehold interests): the Wilshire Doheny, the Wilshire Lapeer and
the Wilshire Palm. Each property is a Class "A" office building located on
Wilshire Boulevard in Beverly Hills, California. The properties contain a total
of 207,682 rentable square feet and were 95.5% occupied as of March 1999. The
sponsor of the borrowers (3 co-obligors) is Casden Properties Inc., a newly
organized Maryland corporation, and a real estate investment trust sponsor.
HICKORY LAKE. The Hickory Lake loan is secured by a 726 unit apartment complex
built in 1969 and was renovated between 1994 and 1996. The complex is located in
Atlanta, Georgia and consists of three separate phases: The Arbors at Hickory
Lake, The Meadows at Hickory Lake and The Gardens at Hickory Lake. The sponsor
of the borrower is The Pinnacle Companies which was formed in 1976 and owns
multifamily properties containing 3,094 units in Georgia, South Carolina and
Florida.
WESTGATE VILLAGE. The Westgate Village loan is secured by a 342,853 square foot
retail center comprised of two single-story, free-standing buildings, located in
Amarillo, Texas. The north building contains 142,808 square feet and is 100%
leased to Builders Square and Circuit City. The south building contains 200,045
square feet, is 93.4% leased to seven tenants, and is anchored by K-Mart,
PetsMart and Office Max. The sponsor of the borrower is the Kimco Realty
Corporation, a publicly traded owner and operator of neighborhood and community
shopping centers. As of April 1999, Kimco Realty Corporation's portfolio was
comprised of 445 property interests totaling approximately 58.0 million square
feet of gross leasable area located in 40 states.
1055 WASHINGTON BLVD. The 1055 Washington Boulevard loan is secured by a
leasehold interest in a ten-story, class "A" office building containing 181,360
rentable square feet, located in Stamford, Connecticut. The property was 92.2%
occupied as of September 1998. The sponsors of the borrowers are Robert C. Elder
and Raymond W. Miller.
OAK PARK COMMONS. The Oak Park Commons loan is secured by a 136,939 square foot,
one-story neighborhood shopping center located in South Plainfield, New Jersey.
The center was completed in April 1998 and is anchored by A&P, Sears and CVS. As
of October 1998, the center was 100% occupied. The sponsor of the borrower is
the Kimco Realty Corporation, which is described above under the summary of the
Westgate Village loan.
VISTA RIDGE PLAZA I, II & SHOPS. The Vista Ridge Plaza I, II and Shops loan is
secured by 290,227 square feet of community shopping center space located in
Lewisville, Texas. The center was developed in three phases between 1996 and
1998. The center is anchored by Homeplace, BabiesRUs and Drug Emporium and 100%
occupied as of September 1998. The sponsor of the borrower is the Kimco Realty
Corporation, which is described above under the summary of the Westgate Village
loan.
<PAGE>
Call Protection: 100% of the Mortgage Loans contain call protection
provisions. The weighted average lockout and defeasance
period for all loans is 9.75 years. The Mortgage Loans
are generally prepayable without penalty between zero to
six months from Mortgage Loan maturity. 208 of the
Mortgage Loans, or approximately 90.53% of the Cut-Off
Date Pool Balance, require defeasance.
Prepayment Premiums:
<TABLE>
<CAPTION>
PERCENT OF REMAINING BALANCE ANALYSIS*
PREPAYMENT
PREMIUM MAY-99 MAY-00 MAY-01 MAY-02 MAY-03 MAY-04 MAY-05 MAY-06 MAY-07 MAY-08
---------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lock-out/Defeasance 100.00 100.00 95.20 90.99 89.96 89.89 89.92 89.81 89.64 83.84
YM 0.00 0.00 4.80 9.01 10.04 10.11 10.08 10.19 10.36 6.31
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SUB TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 90.15
5.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1.5% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.18
1.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 9.67
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
------------
* Numbers represent percentage of outstanding balance as of the date indicated
</TABLE>
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
CUT-OFF DATE BALANCES ($)
- -------------------------
Number of Cut-off Date Percent of
Loans Balance ($) Balance
--------- ------------ ----------
less than or equal to 2,000,000 65 90,819,045 7.69
2,000,001 - 4,000,000 63 175,192,284 14.83
4,000,001 - 6,000,000 39 187,261,792 15.85
6,000,001 - 8,000,000 17 115,449,163 9.77
8,000,001 - 10,000,000 9 81,926,493 6.93
10,000,001 - 15,000,000 15 178,506,619 15.11
15,000,001 - 20,000,000 8 140,449,787 11.89
20,000,001 - 25,000,000 3 68,994,691 5.84
25,000,001 - 30,000,000 2 55,013,571 4.66
35,000,001 - 40,000,000 1 37,472,777 3.17
greater than 40,000,000 1 50,443,313 4.27
--- ---------------- ------
TOTAL: 223 1,181,529,534 100.00
Min: 412,861 Average: 5,298,339 Max: 50,443,313
MORTGAGE RATES (%)
- ------------------
Number of Cut-off Date Percent of
Loans Balance ($) Balance
--------- ------------ ----------
less than 7.000 39 277,347,969 23.47
7.000 - 7.499 94 408,883,654 34.61
7.500 - 7.999 63 395,790,649 33.50
8.000 - 8.499 19 72,789,220 6.16
8.500 - 8.999 5 19,852,801 1.68
greater than 8.999 3 6,865,241 0.58
--- ------------- ------
TOTAL: 223 1,181,529,534 100.00
Min: 6.125 Average: 7.350 Max: 9.500
PROPERTY TYPES STATES
- -------------- ------
<TABLE>
<CAPTION>
Number of Cut-off Date Percent of Number of Cut-off Date Percent of
Loans Balance ($) Balance Properties Balance ($) Balance
--------- ------------ ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 62 365,399,773 30.93 CA 40 152,100,762 12.87
Retail - Anchored 55 272,579,564 23.07 GA 17 114,892,601 9.72
Hospitality 19 166,306,763 14.08 TX 14 85,621,908 7.25
Office 19 143,202,780 12.12 FL 21 81,138,219 6.87
CTL 27 78,805,582 6.67 NC 21 74,332,885 6.29
Mixed Use 5 50,193,888 4.25 NY 16 68,164,832 5.77
Industrial 13 37,267,470 3.15 PA 9 64,406,238 5.45
Retail - Unanchored 12 31,612,142 2.68 NJ 7 55,447,497 4.69
Healthcare 7 24,679,110 2.09 CT 6 53,249,911 4.51
MHC 3 9,489,407 0.80 VA 19 38,716,224 3.28
Self Storage 1 1,993,054 0.17 Other 90 393,458,458 33.30
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 260 1,181,529,534 100.00
</TABLE>
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
<TABLE>
<CAPTION>
DSCRS (X) (EXCLUDING CTLS) CUT-OFF DATE LTVS (EXCLUDING CTLS)
- -------------------------- ----------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance Balance of Loans Balance Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 1.20 4 15,033,915 1.36 less than 40.01 1 3,480,963 0.32
1.20 - 1.29 67 436,777,607 39.61 40.01 - 50.00 3 11,992,981 1.09
1.30 - 1.39 69 268,683,401 24.37 50.01 - 60.00 13 91,332,843 8.28
1.40 - 1.49 30 218,423,143 19.81 60.01 - 70.00 68 325,113,818 29.48
1.50 - 1.59 12 109,384,045 9.92 70.01 - 80.00 107 634,869,782 57.57
1.60 - 1.69 6 24,351,105 2.21 80.01 - 85.00 2 20,704,234 1.88
greater than 1.69 8 30,070,736 2.73 greater than or
--- ------------- ------ equal to 85.01 2 15,229,332 1.38
--- ------------- ------
TOTAL: 196 1,102,723,952 100.00 TOTAL: 196 1,102,723,952 100.00
Min: 1.14 Average: 1.36 Max: 4.42 Min: 23.70 Average: 71.17 Max: 100.20
- ------------ -------------
*The Loan with a DSC Ratio of 1.14x is part of a group of *The Loan with a 100.16% LTV Ratio is part of a group of cross-
cross-collateralized Mortgage Loans with a weighted average collateralized Mortgage Loans with a weighted average Cut-Off
Cut-Off Date DSC Ratio of 1.49x. Date LTV Ratio of 68.1%.
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL TERMS TO STATED MATURITY (MOS) REMAINING TERMS TO STATED MATURITY (MOS)
- --------------------------------------- ----------------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance Balance of Loans Balance Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 84 3 26,290,235 2.23 less than 84 3 26,290,235 2.23
85 - 132 152 984,560,707 83.33 85 - 120 151 972,560,707 82.31
133 - 156 26 33,261,342 2.82 121 - 156 27 45,261,342 3.83
157 - 180 8 29,407,345 2.49 157 - 180 8 29,407,345 2.49
181 - 216 6 21,794,383 1.84 181 - 228 8 25,150,745 2.13
217 - 240 11 40,493,756 3.43 241 - 252 17 60,322,292 5.11
241 - 264 13 37,994,143 3.22 253 - 300 7 19,475,845 1.65
greater than 264 4 7,727,623 0.65 greater than 300 2 3,061,022 0.26
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 223 1,181,529,534 100.00
Min: 60 Average: 134 Max: 360 Min: 56 Average: 128 Max: 357
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL AMORTIZATION TERMS (MOS) REMAINING AMORTIZATION TERMS (MOS)
- --------------------------------- ----------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance ($) Balance of Loans Balance ($) Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 180 4 10,867,410 0.92 less than 180 4 10,867,410 0.92
181 - 240 20 61,961,248 5.24 181 - 240 22 67,081,369 5.68
241 - 252 2 5,120,121 0.43 241 - 252 6 18,064,778 1.53
253 - 264 6 18,064,778 1.53 253 - 264 6 21,794,383 1.84
265 - 288 7 27,239,514 2.31 265 - 276 1 5,445,132 0.46
289 - 300 62 265,660,461 22.48 277 - 288 3 11,200,848 0.95
301 - 324 3 8,510,710 0.72 289 - 324 64 267,883,666 22.67
greater than 324 119 784,105,292 66.36 greater than 324 117 779,191,949 65.95
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 223 1,181,529,534 100.00
Min: 171 Average: 333 Max: 360 Min: 163 Average: 328 Max: 360
</TABLE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Credit Tenant
Lease Loans: Credit Tenant Lease Loans are secured by mortgages on
properties which are leased (each a "Credit Tenant
Lease"), to a tenant which possesses (or whose parent or
other affiliate which guarantees the lease obligation
possesses) the rating indicated in the following table.
Scheduled monthly rent payments under the Credit Tenant
Leases are generally sufficient to pay in full and on a
timely basis all interest and principal scheduled to be
paid with respect to the related Credit Tenant Lease
Loans.
The Credit Tenant Lease Loans generally provide that the
Tenant is responsible for all costs and expenses
incurred in connection with the maintenance and
operation of the related Credit Tenant Lease property
and that, in the event of a casualty or condemnation of
a material portion of the related Mortgaged Property:
(i) the Tenant is obligated to continue making
payments;
(ii) the Tenant must make an offer to purchase the
applicable property subject to the Credit Tenant
Lease for an amount not less than the unpaid
principal balance plus accrued interest on related
Credit Tenant Lease Loan; or
(iii) the Trustee on behalf of the Certificateholders
will have the benefit of certain non-cancelable
credit lease enhancement insurance policies
obtained to cover certain casualty and/or
condemnation risks.
Approximately 6.67% of the Mortgage Loans are
Credit Tenant Lease Loans.
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Unless otherwise indicated, such ratings were the highest assigned to the
applicable Tenant or Guarantor, as applicable, by Moody's and Standard & Poor's
respectively.
<TABLE>
<CAPTION>
Cut-Off Date S&P Moody's Lease Type
Property Name Guarantor/Tenant Property Type Balances Rating Rating Code(1)
<S> <C> <C> <C> <C> <C> <C>
Circuit City Norwalk 444 Circuit City Stores Inc. Electronics Store 7,898,702 Private NN
CVS Greenville Old Buncombe CVS Corporation Drug Store 1,306,853 A A3 NN
CVS Lansdowne Hollins Ferry CVS Corporation Drug Store 1,831,525 A A3 NN
CVS Yarmouth Main CVS Corporation Drug Store 2,556,250 A A3 NN
CVS Rocky Mount CVS Corporation Drug Store 1,520,209 A A3 NN
----------
TOTAL CVS 7,214,837
Eagle Davenport Locust Eagle Food Centers, Inc. Grocery Store 4,085,191 B+ B2 NNN
Eckerd Oveido Red Bug Lake Eckerd Corporation Drug Store 2,418,557 Baa1 NNN
Eckerd Ferber Tallahassee Eckerd Corporation Drug Store 1,836,154 Baa1 NNN
Eckerd, Tarboro Eckerd Corporation Drug Store 1,690,369 Baa1 NN
----------
TOTAL ECKERD 5,945,080
IHOP Rock Hill North Cherry IHOP Corporation Restaurant 1,389,770 Private(2) NNN
Motel 6 1081 Little Rock (W) Accor SA Limited Service 4,043,344 BBB B
Motel 6 1115 Raleigh Accor SA Limited Service 6,235,064 BBB B
Motel 6 1129 Hilton Head Accor SA Limited Service 4,232,286 BBB B
Motel 6 202 Lumberton Accor SA Limited Service 1,039,177 BBB B
Motel 6 608 Mobile Accor SA Limited Service 3,079,744 BBB B
Motel 6 740 Reno Sparks Accor SA Limited Service 3,164,767 BBB B
----------
TOTAL MOTEL 6 21,794,383
Rite Aid - Holland Rite Aid Corporation Drug Store 2,764,695 BBB+ Baa1 B
Rite Aid - Ironton Rite Aid Corporation Drug Store 2,385,499 BBB+ Baa1 B
Rite Aid - Commerce Turnpike Rite Aid Corporation Drug Store 3,046,015 BBB+ Baa1 B
Rite Aid - Claremont Rite Aid Corporation Drug Store 2,527,844 BBB+ Baa1 B
----------
TOTAL RITE AID 10,724,053
Southland Ormond Beach Nova The Southland Corporation Convenience Store 1,068,620 BB+ Ba1 NN
Staples York Loucks Road Staples, Inc. Office Supplies 2,647,603 BBB- Baa2 NN
Walgreen Franklin Fieldstone Walgreen Company Drug Store 2,563,871 A+ Aa3 NN
Walgreen Duncanville Wheatland Walgreen Company Drug Store 2,550,305 A+ Aa3 NN
Walgreens at Silver Lakes Walgreen Company Drug Store 2,672,432 A+ Aa3 NN
Walgreen Colleyville Walgreen Company Drug Store 2,805,603 A+ Aa3 NN
----------
TOTAL WALGREENS 10,592,211
Winn Dixie Chesapeake Cedar Winn-Dixie Stores, Inc. Grocery Store 5,445,132 A2 P2 NNN
Total: 78,805,582
</TABLE>
- ------------
Unless otherwise indicated, such ratings were the highest assigned to the
applicable Tenant or Guarantor, as applicable, by Moody's and Standard & Poor's
respectively.
Notes: (1) "NNN" means triple net lease; "NN" means double net lease, "B" means
bond-type lease.
(2) Private rating; disclosure not available
CHASE SECURITIES INC. FIRST UNION CAPITAL MARKETS
J.P. MORGAN & CO.
<PAGE>
[LOGO] CHASE FIRST UNION
NEW CMBS ISSUE
PRELIMINARY TERM SHEET
--------------------
$1,060,422,756
(Approximate)
OFFERED CERTIFICATES
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates
Series 1999-C2
First Union Commercial Mortgage Securities, Inc., as Depositor
First Union National Bank, as Master Servicer
--------------------
First Union National Bank, Mortgage Loan Seller
The Chase Manhattan Bank, Mortgage Loan Seller
CHASE SECURITIES INC. J.P. MORGAN FIRST UNION CAPITAL MARKETS
This information does not constitute either an offer to sell or a solicitation
of an offer to buy any of the securities referred to herein. Offers to sell and
solicitations of offers to buy securities are made only by, and this information
must be read in conjunction with, the final prospectus supplement and the
related prospectus or, if not registered under the securities laws, the final
offering memorandum (the "Offering Document"), and any such decision to invest
in such securities should be made solely in reliance upon such Offering
Document. Information contained herein does not purport to be complete and is
subject to the same qualifications and assumptions, and should be considered by
investors only in the light of the same warnings, lack of assurances and
representations and other precautionary matters, as disclosed in the Offering
Document. Information regarding the underlying assets has been provided by the
issuer of the securities or an affiliate thereof and has not been independently
verified by the underwriters or their respective affiliates. This information
was prepared on the basis of certain assumptions (including in certain cases
assumptions specified by the recipient hereof) regarding payments, interest
rates, weighted average lives and weighted average loan age, loss and other
matters including but not limited to, the assumptions described in the Offering
Document, the underwriters, and any of their respective affiliates make no
representation or warranty as to the actual rate or timing of payments on any of
the underlying assets or the payments or yield on the securities. This
information supercedes any prior versions hereof, will be deemed to be
superseded by any subsequent versions (including with respect to any description
of the securities or the underlying assets, the information contained in the
Offering Document), and will be deemed superseded, amended and supplemented in
their entirety by such final Offering Document.
<PAGE>
[LOGO] CHASE SECURITIES INC. FIRST UNION
STRUCTURAL AND COLLATERAL TERM SHEET
------------------------------------
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1999-C2
$1,060,422,756
(Approximate)
OFFERED CERTIFICATES
[GRAPHIC]
% OF MORTGAGE POOL BY CUT-OFF DATE BALANCE
<PAGE>
FIRST UNION NATIONAL BANK - CHASE MANHATTAN BANK
COMMERCIAL MORTGAGE TRUST
Commercial Mortgage Pass-Through Certificates
Series 1999-C2
<TABLE>
<CAPTION>
CUT-OFF DATE CUT-OFF DATE
CERTIFICATE SUBORDINATION RATING AVERAGE PRINCIPAL PASS-THROUGH
CLASS BALANCE(1) LEVEL (MOODY'S/FITCH) LIFE(YRS.)(3) WINDOW(3)(4) RATE(5)
----- ------------ ------------- --------------- ------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
A-1 203,500,000 25.75% Aaa/AAA 5.39 Jun99-Jun08 Fixed Rate
A-2 673,785,678 25.75% Aaa/AAA 9.59 Jun08-Apr09 Fixed Rate
IO 1,181,529,533(2) --- Aaa/AAA N/A Jun99-Feb29 Variable Rate
B 47,261,182 21.75% Aa2/AA 9.90 Apr09-Apr09 Fixed Rate
C 62,030,300 16.50% A2/A 9.91 Apr09-May09 Fixed Rate(6)
D 14,769,120 15.25% A3/A- 9.99 May09-May09 Fixed Rate(6)
E 41,353,533 11.75% Baa2/BBB 9.99 May09-May09 Variable Rate
F 17,722,943 10.25% Baa3/BBB- 10.19 May09-Sep09 Variable Rate
G(7) 41,353,534 6.75% --- --- --- Fixed Rate
H(7) 11,815,295 5.75% --- --- --- Fixed Rate
J(7) 11,815,296 4.75% --- --- --- Fixed Rate
K(7) 11,815,295 3.75% --- --- --- Fixed Rate
L(7) 11,815,295 2.75% --- --- --- Fixed Rate
M(7) 11,815,296 1.75% --- --- --- Fixed Rate
N(7) 20,676,766 --- --- --- --- Fixed Rate
</TABLE>
- --------------
(1) In the case of each such Class, subject to a permitted variance of plus or
minus 5%.
(2) Represents the notional amount.
(3) Based on Assumptions described in the Prospectus Supplement.
(4) Principal Window is the period during which distributions of principal are
expected to be made to the holders of each designated Class in accordance
with the Assumptions.
(5) Other than the Class E, F and IO Certificates, each Class of Certificates
will accrue interest generally at a fixed rate of interest as described in
the Prospectus Supplement. The Class E, F and IO Certificates will accrue
interest at variable rates as described in the Prospectus Supplement. The
pass-through rates shown are only for indicative purposes. The final
pass-through rates will be determined at pricing.
(6) Capped at the Weighted Average Net Mortgage Rate.
(7) Not offered hereby.
<PAGE>
ISSUE CHARACTERISTICS:
- ----------------------
Issue Type: The Class A-1, A-2, IO, B, C, D, E and F Certificates
(the "Offered Certificates") will be offered pursuant to
the Prospectus Supplement subject to completion dated
April 30, 1999 and accompanying Prospectus dated April
30, 1999, and the Class G, H, J, K, L, M and N
Certificates are not offered hereby.
Securities Offered: $1,060,422,756 monthly pay, multi-class commercial
mortgage REMIC Pass-Through Certificates, including five
fixed-rate principal and interest Classes (Classes A-1,
A-2, B, C, and D), two variable rate principal and
interest Classes (Classes E and F) and one variable rate
interest only Class (Class IO). Classes C and D will be
capped at the Weighted Average Net Mortgage Rate. The
Offered Certificates have not been previously offered to
the public.
Collateral: The collateral consists of a $1,181,529,534 pool of 223
fixed-rate commercial and multifamily Mortgage Loans, of
which 196 are conduit loans consisting of $1,102,723,952
or 93.33% of the pool of mortgage loans as of the
Cut-Off Date and 27 are CTL loans consisting of
$78,805,582 or 6.67% of the pool of mortgage loans as of
the Cut-Off Date.
Loan Sellers: First Union National Bank and The Chase Manhattan Bank.
Co-Lead Managers: Chase Securities Inc. and First Union Capital Markets.
Co-Manager: J.P. Morgan Securities Inc.
Master Servicer: First Union National Bank.
Special Servicer: Banc One Mortgage Capital Markets, LLC.
Trustee: Norwest Bank Minnesota, National Association.
Expected Settle Date: May 20, 1999.
Distribution Dates: The 15th of each month. The first Distribution Date on
which investors will be entitled to distributions will
be in June, 1999.
Minimum Denominations: $10,000 for the Class A-1 and Class A-2, Class B, Class
C, Class D, Class E and Class F Certificates. $1,000,000
for the Class IO.
ERISA Considerations: Class A-1, A-2 and IO Certificates are expected to be
ERISA eligible.
SMMEA Eligibility: Class A-1, A-2, IO and B Certificates are expected to be
SMMEA eligible.
Risk Factors: THE CERTIFICATES INVOLVE A DEGREE OF RISK AND MAY NOT BE
SUITABLE FOR ALL INVESTORS. SEE THE "RISK FACTORS"
SECTION OF PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS"
SECTION OF THE PROSPECTUS.
Rating Agencies: Fitch IBCA, Inc. and Moody's Investors Service, Inc.
<PAGE>
STRUCTURAL CHARACTERISTICS:
- ---------------------------
The Offered Certificates (other than the Class E, F and IO Certificates) are
fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through
Certificates. The Class C and D Certificates are capped at the Weighted Average
Net Mortgage Rate. The Class E, F and IO Certificates will accrue interest at
variable rates as discussed in the Prospectus Supplement. All Classes of
Certificates derive their cash flows from the entire pool of Mortgage Loans.
PRIORITY OF CASH FLOWS:
[GRAPHIC]
Notes: (1) The Class A-1, A-2 and IO Certificates will be paid interest on
a pro rata basis.
(2) The above analysis is based on Assumptions described in the
Prospectus Supplement.
<PAGE>
STRUCTURAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Interest Distributions: Each Class of Certificates (other than the Class IO
Certificates) will be entitled on each Distribution Date
to interest accrued at its Pass-Through Rate on the
outstanding Certificate Balance of such Class during the
prior calendar month. The Class IO Certificates will be
entitled on each Distribution Date to the aggregate
interest accrued on each of its components during the
prior calendar month.
Pass-Through Rates: Class A-1: [ __ ]%
Class A-2: [ __ ]%
Class IO: Variable interest rate as described in the
Prospectus Supplement.
Class B: [ __ ]%
Class C*: [ __ ]%
Class D*: [ __ ]%
Class E: [ __ ]% Net WAC - 5bps
Class F: [ __ ]% Net WAC - 5bps
Class G: [ __ ]%
Class H: [ __ ]%
Class J: [ __ ]%
Class K: [ __ ]%
Class L: [ __ ]%
Class M: [ __ ]%
Class N: [ __ ]%
* Subject to a Net WAC Cap
Principal
Distributions: Principal will be distributed on each Distribution Date
to the Class of Principal Balance Certificates
outstanding, with the earliest alphabetical/numerical
Class designation, until its Certificate Balance is
reduced to zero. If, due to losses, the Certificate
Balances of the Class B through Class N Certificates are
reduced to zero payments of principal to the Class A-1
and A-2 Certificates will be made on a pro rata basis.
Prepayment Premium
Allocation: All Prepayment Premiums are distributed to
Certificateholders on the Distribution Date following
the collection period in which the prepayment occurred.
On each Distribution Date, a percentage of all
Prepayment Premiums will be allocated to each class of
certificates then entitled to principal distributions,
which percentage will be equal to the product of (a) the
percentage of the total principal distribution such
Class receives out of the entire Principal Distribution
amount for such distribution date, and (b) 25%. The
remaining percentage of all prepayment premiums will be
allocated to the Class IO Certificates.
Yield Maintenance
Charges Allocation: All Yield Maintenance Charges are distributed to
Certificateholders on the Distribution Date following
the collection period in which the prepayment occurred.
On each Distribution Date, the holders of each class
then entitled to principal distributions will be
entitled to an amount of Yield Maintenance Charges equal
to the product of (a) the amount of such Yield
Maintenance Charges, multiplied by (b) a fraction, the
numerator of which is equal to the excess, if any, of
the Pass-Through Rate of such Class of Offered
Certificates over the relevant Discount Rate, and the
denominator of which is equal to the excess, if any, of
the Mortgage Rate of the prepaid Mortgage Loan over the
relevant Discount Rate, multiplied by (c) a fraction,
the numerator of which is equal to the amount of
principal distributable on such class on such
Distribution Date, and the denominator of which is the
Principal Distribution Amount for such Distribution
Date.
Yield Maintenance
Charge Allocation
Example: A Yield Maintenance Charge will generally be equal to
the present value of the reduction in interest payments
as a result of the prepayment through the maturity of
the Mortgage Loan, discounted at the yield of a Treasury
security of similar maturity in most cases (converted
from semi-annual to monthly pay). The following reflects
that method:
General Yield Maintenance Charge Allocation Example:
----------------------------------------------------
Assuming the structure presented in this Term Sheet and
the following assumptions:
Assume prepayment occurs on April 1, 2001.
Assume only Class A-1 will be receiving principal at the
time of this prepayment.
Mortgage Loan characteristics of hypothetical loan being
prepaid:
Balance: $10,000.000
Coupon: 8.00%
Scheduled Maturity: 8 years (April 1, 2007)
Yield Maintenance Charge Payable: $500,000
Treasury Yield (monthly): 5.00%
Certificate Characteristics: Class A-1 Coupon: 6.00%
Discount Rate Fraction Calculation:
<TABLE>
<CAPTION>
Class A-1 Class IO
--------- --------
<S> <C> <C>
(Class A-1 Coupon -
Discount Rate)/(Gross 6.00% - 5.00%
Mortgage Rate - ----------------- = 33.33%
Reinvestment Yield) 8.00% - 5.00%
Percent of Premium 100.00% - 33.33% =
allocated to Class 33.33% 66.67%
YM Allocated $166,667 $333,333
</TABLE>
Credit Enhancement: Each Class of Certificates, other than Classes A-1, A-2
and IO (the "Senior Certificates"), will be subordinate
to: (i) the Senior Certificates and (ii) each other
Class with an earlier alphabetical Class designation.
Advancing: The Master Servicer and the Trustee 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.
<PAGE>
Realized Losses and
Expense Losses: Realized Losses and Additional Trust Fund Expenses, if
any, will be allocated to the Class N, Class M, Class L,
Class K, Class J, Class H, Class G, Class F, Class E,
Class D, Class C, and Class B Certificates, in that
order, and then, pro rata, to Classes A-1 and A-2.
Prepayment Interest
Shortfalls: For any Distribution Date, any Net Aggregate Prepayment
Interest Shortfall for such Distribution Date will
generally be allocated on a pro rata basis to each Class
of Certificates (other than Class IO) in proportion to
its entitlement to interest. The Master Servicer's fee
up to a Master Servicing Fee Rate of 0.03% per annum and
all accrued income earned by the Master Servicer on any
voluntary principal prepayment in the applicable
collection period shall be offset against any Prepayment
Interest Shortfall.
Appraisal Reductions: An appraisal reduction generally will be created in the
amount, if any, by which the Principal Balance of a
Specially Serviced Mortgage Loan (plus other amounts
overdue in connection with such loan) exceeds 90% of the
appraised value of the related Mortgaged Property. The
Appraisal Reduction Amount will reduce proportionately
the amount of P&I Advances for such loan, which
reduction will result, in general, in a reduction of
interest distributable to the most subordinate Class of
Principal Balance Certificates 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.
Controlling Class: The Controlling Class will generally be the most
subordinate Class of Certificates outstanding at any
time or, if the Certificate Balance of such Class is
less than 25% of the initial Certificate Balance of such
Class, the next most subordinate Class of Principal
Balance Certificates.
Special Servicer: The Pooling and Servicing Agreement permits the Special
Servicer to modify, waive or amend any term of any
Mortgage Loan if it determines, in accordance with the
servicing standard, that it is appropriate to do so
subject to certain limitations.
Optional Termination: The Depositor, the Master Servicer, the Special
Servicer, and certain Certificateholders 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 Stated Principal Balance
of the Mortgage Loans then outstanding is less than or
equal to 1% of the Cut-Off Date Pool Balance. Such
purchase price will generally be at a price equal to the
unpaid aggregate principal balance of the Mortgage Loans
(or fair market value in the case of REO Properties),
plus accrued and unpaid interest and certain other
additional trust fund expenses.
Reports to
Certificateholders: The Trustee will prepare and deliver monthly
Certificateholder Reports. The Special Servicer will
prepare and deliver to the Trustee a monthly Special
Servicer Report summarizing the status of each Specially
Serviced Mortgage Loan. The Master Servicer and the
Special Servicer will prepare and deliver to the Trustee
an annual report setting forth, among other things, the
debt service coverage ratios for each Mortgage Loan, as
available. Each of the reports will be available to the
Certificateholders. A Report containing information
regarding the Mortgage Loans will be available
electronically.
<PAGE>
COLLATERAL CHARACTERISTICS:
- ---------------------------
Summary: As of the Cut-Off Date, the Mortgage Pool consists of a
$1,181,529,534 pool of 223 fixed-rate, first lien,
mortgage loans secured by liens on commercial and
multifamily properties located throughout 38 states,
with a weighted average Mortgage Rate of 7.35% and a
weighted average remaining term to maturity of 128
months. See the Prospectus Supplement for more detailed
collateral information.
Initial Pool Balance: $1,181,529,534
Number of Loans: 223
Gross WAC: 7.35%
Original WAM: 134
Remaining WAM: 128
Average Loan Balance: $5,298,339
WA DSCR*: 1.36x
WA Cut-off Date LTV Ratio*: 71.17%
-------------
*Excluding CTL Loans
<TABLE>
<CAPTION>
WTD. AVE. WTD. AVE.
NUMBER CUT-OFF CUT-OFF MORTGAGE REMAINING WTD. AVE. WTD. AVE.
PROPERTY TYPE OF LOANS BALANCE ($) BALANCE (%) RATE (%) TERM (MOS) DSCR(X)** LTV(%)**
------------- -------- ----------- ----------- -------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 62 365,399,773 30.93 7.43 124 1.25 75.71
Retail - Anchored 55 272,579,564 23.07 7.07 120 1.38 71.90
Hospitality 19 166,306,763 14.08 7.23 127 1.52 67.54
Office 19 143,202,780 12.12 7.57 114 1.33 66.09
Credit Tenant Lease(CTL)* 27 78,805,582 6.67 7.20 226 0.00 0.00
Mixed Use 5 50,193,888 4.25 7.65 118 1.32 67.51
Industrial 13 37,267,470 3.15 7.68 118 1.33 70.70
Retail - Unanchored 12 31,612,142 2.68 7.67 117 1.68 64.78
Healthcare 7 24,679,110 2.09 7.74 126 1.65 64.32
Mobile Home Comm. 3 9,489,407 0.80 7.57 116 1.32 75.69
Self Storage 1 1,993,054 0.17 7.38 118 1.48 71.20
--- ------------- ------ ---- --- ---- -----
Totals/Weighted Average 223 1,181,529,534 100.00 7.35 128 1.36 71.17
</TABLE>
- ------------
* See page 14 of this Term Sheet and the Prospectus Supplement for a more
detailed discussion of credit tenant lease loans.
** CTL Loans are excluded from these calculations.
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
TEN LARGEST MORTGAGE LOANS
The following tables and summaries describe the ten largest Mortgages Loans in
the Mortgage Pool by Cut-Off Date Balance:
<TABLE>
<CAPTION>
TEN LARGEST MORTGAGE LOANS BY CUT-OFF BALANCE
PERCENTAGE OF
CUT-OFF
NUMBER OF CUT-OFF DATE DATE POOL MORTGAGE CURRENT DSC
PROPERTY NAME PROPERTIES BALANCE BALANCE PROPERTY TYPE RATE CURRENT LTV RATIO
- ------------- ---------- ------------ ------------- ------------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Sheraton Suites Portfolio 3 $50,443,313 4.27% Hospitality 6.75% 66.2% 1.55x
Olen Portfolio 6 37,472,777 3.17 Mixed Use 7.61% 67.5% 1.30x
Lakeside Apartments 1 29,750,000 2.52 Multifamily 7.05% 80.0% 1.22x
Wynfrey Hotel 1 25,263,571 2.14 Hospitality 7.40% 69.2% 1.40x
Wilshire Portfolio 3 24,518,179 2.08 Office 8.25% 69.9% 1.23x
Hickory Lake 1 22,492,277 1.90 Multifamily 7.65% 79.3% 1.20x
Westgate Village 1 21,984,235 1.86 Retail 6.57% 73.3% 1.43x
1055 Washington Blvd 1 19,932,471 1.69 Office 7.72% 59.0% 1.31x
Oak Park Commons 1 19,154,363 1.62 Retail 6.57% 74.7% 1.48x
Vista Ridge Plaza I, II & 1 18,917,890 1.60 Retail 6.57% 51.7% 1.44x
Shops -- ------------ ----- ---- ---- -----
Total/Weighted Average 19 $269,929,076 22.85% 7.21% 69.2% 1.37x
</TABLE>
SHERATON SUITES PORTFOLIO. The Sheraton Suites Portfolio loan is secured by 3
luxury, all suite, full service hotels, two of which are fee interests and one
of which is a leasehold interest. The combined hotels contain approximately 732
suites which are generally larger than traditional hotel rooms with two
physically separated rooms in the suite. The properties are located in
Wilmington, Delaware (approximately 228 suites), Elk Grove, Illinois
(approximately 253 suites), and Dallas, Texas (approximately 251 suites). The
sponsor of the borrower is Sheraton Suites Investment Limited Partnership
("SSILP"). ITT Sheraton Corporation directly or indirectly owns 24% of the
limited partnership interests and the 1% general partnership interest in SSILP.
ITT Sheraton Corporation is ultimately a wholly-owned subsidiary of Starwood
Hotels & Resorts Worldwide, Inc.
OLEN PORTFOLIO. The Olen Portfolio loan is secured by 5 office/industrial flex
properties and 1 office building, each located in Orange County, California. The
properties contain a total of 608,644 rentable square feet, ranging in size from
30,000 square feet to 186,500 square feet. As of March 1999, the properties had
an aggregate occupancy of 99.3%, ranging from 97.4% to 100%. The borrower is a
newly formed special purpose Nevada corporation. The sponsor of the borrower is
The Olen Companies, a real estate management and development company founded in
1973. The Olen Companies currently own commercial and multifamily real estate
throughout the United States, including, as of April 1999, 47 office and
industrial properties located in Southern California containing in excess of
three million square feet.
LAKESIDE APARTMENTS. The Lakeside Apartments loan is secured by a 461-unit
luxury apartment complex located in Newnan, Georgia, which is part of the
metropolitan Atlanta, Georgia area. The first phase of the complex was built in
1991 and the third and final phase, containing 200 units, was completed in March
1998. As of March 1999, Lakeside Apartments had an occupancy rate of 93.4%. The
borrower is a newly formed special purpose Illinois limited partnership.
<PAGE>
The sponsor of the borrower is an executive officer of Executive Affiliates,
Inc., a real estate management and development company founded in 1966. As of
April 1999, the sponsor, through various entities, owned 18 multifamily
properties and 3 hotels throughout the United States.
WYNFREY HOTEL. The Wynfrey Hotel loan is secured by the Wynfrey Hotel, a
full-service luxury hotel in the metropolitan Birmingham, Alabama area. In
addition to the hotel's 329 guest rooms on 14 floors and approximately 27,716
square feet of meeting and banquet space, the hotel also has a 224 seat formal
dining restaurant, a 221 seat casual dining restaurant, a piano bar and lounge,
an outdoor swimming pool, a fitness room and a gift shop. The sponsors of the
borrower are James W. Wilson, III and William B. Wilson.
WILSHIRE PORTFOLIO. The Wilshire Portfolio loan is secured by 3 properties (one
fee and two leasehold interests): the Wilshire Doheny, the Wilshire Lapeer and
the Wilshire Palm. Each property is a Class "A" office building located on
Wilshire Boulevard in Beverly Hills, California. The properties contain a total
of 207,682 rentable square feet and were 95.5% occupied as of March 1999. The
sponsor of the borrowers (3 co-obligors) is Casden Properties Inc., a newly
organized Maryland corporation, and a real estate investment trust sponsor.
HICKORY LAKE. The Hickory Lake loan is secured by a 726 unit apartment complex
built in 1969 and was renovated between 1994 and 1996. The complex is located in
Atlanta, Georgia and consists of three separate phases: The Arbors at Hickory
Lake, The Meadows at Hickory Lake and The Gardens at Hickory Lake. The sponsor
of the borrower is The Pinnacle Companies which was formed in 1976 and owns
multifamily properties containing 3,094 units in Georgia, South Carolina and
Florida.
WESTGATE VILLAGE. The Westgate Village loan is secured by a 342,853 square foot
retail center comprised of two single-story, free-standing buildings, located in
Amarillo, Texas. The north building contains 142,808 square feet and is 100%
leased to Builders Square and Circuit City. The south building contains 200,045
square feet, is 93.4% leased to seven tenants, and is anchored by K-Mart,
PetsMart and Office Max. The sponsor of the borrower is the Kimco Realty
Corporation, a publicly traded owner and operator of neighborhood and community
shopping centers. As of April 1999, Kimco Realty Corporation's portfolio was
comprised of 445 property interests totaling approximately 58.0 million square
feet of gross leasable area located in 40 states.
1055 WASHINGTON BLVD. The 1055 Washington Boulevard loan is secured by a
leasehold interest in a ten-story, class "A" office building containing 181,360
rentable square feet, located in Stamford, Connecticut. The property was 92.2%
occupied as of September 1998. The sponsors of the borrowers are Robert C. Elder
and Raymond W. Miller.
OAK PARK COMMONS. The Oak Park Commons loan is secured by a 136,939 square foot,
one-story neighborhood shopping center located in South Plainfield, New Jersey.
The center was completed in April 1998 and is anchored by A&P, Sears and CVS. As
of October 1998, the center was 100% occupied. The sponsor of the borrower is
the Kimco Realty Corporation, which is described above under the summary of the
Westgate Village loan.
VISTA RIDGE PLAZA I, II & SHOPS. The Vista Ridge Plaza I, II and Shops loan is
secured by 290,227 square feet of community shopping center space located in
Lewisville, Texas. The center was developed in three phases between 1996 and
1998. The center is anchored by Homeplace, BabiesRUs and Drug Emporium and 100%
occupied as of September 1998. The sponsor of the borrower is the Kimco Realty
Corporation, which is described above under the summary of the Westgate Village
loan.
<PAGE>
Call Protection: 100% of the Mortgage Loans contain call protection
provisions. The weighted average lockout and defeasance
period for all loans is 9.75 years. The Mortgage Loans
are generally prepayable without penalty between zero to
six months from Mortgage Loan maturity. 208 of the
Mortgage Loans, or approximately 90.53% of the Cut-Off
Date Pool Balance, require defeasance.
Prepayment Premiums:
<TABLE>
<CAPTION>
PERCENT OF REMAINING BALANCE ANALYSIS*
PREPAYMENT
PREMIUM MAY-99 MAY-00 MAY-01 MAY-02 MAY-03 MAY-04 MAY-05 MAY-06 MAY-07 MAY-08
---------- ------ ------ ------ ------ ------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Lock-out/Defeasance 100.00 100.00 95.20 90.99 89.96 89.89 89.92 89.81 89.64 83.84
YM 0.00 0.00 4.80 9.01 10.04 10.11 10.08 10.19 10.36 6.31
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
SUB TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 90.15
5.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
4.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
3.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
2.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
1.5% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.18
1.0% 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Open 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 9.67
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
TOTAL 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00
------------
* Numbers represent percentage of outstanding balance as of the date indicated
</TABLE>
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
CUT-OFF DATE BALANCES ($)
- -------------------------
Number of Cut-off Date Percent of
Loans Balance ($) Balance
--------- ------------ ----------
less than or equal to 2,000,000 65 90,819,045 7.69
2,000,001 - 4,000,000 63 175,192,284 14.83
4,000,001 - 6,000,000 39 187,261,792 15.85
6,000,001 - 8,000,000 17 115,449,163 9.77
8,000,001 - 10,000,000 9 81,926,493 6.93
10,000,001 - 15,000,000 15 178,506,619 15.11
15,000,001 - 20,000,000 8 140,449,787 11.89
20,000,001 - 25,000,000 3 68,994,691 5.84
25,000,001 - 30,000,000 2 55,013,571 4.66
35,000,001 - 40,000,000 1 37,472,777 3.17
greater than 40,000,000 1 50,443,313 4.27
--- ---------------- ------
TOTAL: 223 1,181,529,534 100.00
Min: 412,861 Average: 5,298,339 Max: 50,443,313
MORTGAGE RATES (%)
- ------------------
Number of Cut-off Date Percent of
Loans Balance ($) Balance
--------- ------------ ----------
less than 7.000 39 277,347,969 23.47
7.000 - 7.499 94 408,883,654 34.61
7.500 - 7.999 63 395,790,649 33.50
8.000 - 8.499 19 72,789,220 6.16
8.500 - 8.999 5 19,852,801 1.68
greater than 8.999 3 6,865,241 0.58
--- ------------- ------
TOTAL: 223 1,181,529,534 100.00
Min: 6.125 Average: 7.350 Max: 9.500
PROPERTY TYPES STATES
- -------------- ------
<TABLE>
<CAPTION>
Number of Cut-off Date Percent of Number of Cut-off Date Percent of
Loans Balance ($) Balance Properties Balance ($) Balance
--------- ------------ ---------- ---------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Multifamily 62 365,399,773 30.93 CA 40 152,100,762 12.87
Retail - Anchored 55 272,579,564 23.07 GA 17 114,892,601 9.72
Hospitality 19 166,306,763 14.08 TX 14 85,621,908 7.25
Office 19 143,202,780 12.12 FL 21 81,138,219 6.87
CTL 27 78,805,582 6.67 NC 21 74,332,885 6.29
Mixed Use 5 50,193,888 4.25 NY 16 68,164,832 5.77
Industrial 13 37,267,470 3.15 PA 9 64,406,238 5.45
Retail - Unanchored 12 31,612,142 2.68 NJ 7 55,447,497 4.69
Healthcare 7 24,679,110 2.09 CT 6 53,249,911 4.51
MHC 3 9,489,407 0.80 VA 19 38,716,224 3.28
Self Storage 1 1,993,054 0.17 Other 90 393,458,458 33.30
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 260 1,181,529,534 100.00
</TABLE>
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
<TABLE>
<CAPTION>
DSCRS (X) (EXCLUDING CTLS) CUT-OFF DATE LTVS (EXCLUDING CTLS)
- -------------------------- ----------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance Balance of Loans Balance Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 1.20 4 15,033,915 1.36 less than 40.01 1 3,480,963 0.32
1.20 - 1.29 67 436,777,607 39.61 40.01 - 50.00 3 11,992,981 1.09
1.30 - 1.39 69 268,683,401 24.37 50.01 - 60.00 13 91,332,843 8.28
1.40 - 1.49 30 218,423,143 19.81 60.01 - 70.00 68 325,113,818 29.48
1.50 - 1.59 12 109,384,045 9.92 70.01 - 80.00 107 634,869,782 57.57
1.60 - 1.69 6 24,351,105 2.21 80.01 - 85.00 2 20,704,234 1.88
greater than 1.69 8 30,070,736 2.73 greater than or
--- ------------- ------ equal to 85.01 2 15,229,332 1.38
--- ------------- ------
TOTAL: 196 1,102,723,952 100.00 TOTAL: 196 1,102,723,952 100.00
Min: 1.14 Average: 1.36 Max: 4.42 Min: 23.70 Average: 71.17 Max: 100.20
- ------------ -------------
*The Loan with a DSC Ratio of 1.14x is part of a group of *The Loan with a 100.16% LTV Ratio is part of a group of cross-
cross-collateralized Mortgage Loans with a weighted average collateralized Mortgage Loans with a weighted average Cut-Off
Cut-Off Date DSC Ratio of 1.49x. Date LTV Ratio of 68.1%.
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL TERMS TO STATED MATURITY (MOS) REMAINING TERMS TO STATED MATURITY (MOS)
- --------------------------------------- ----------------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance Balance of Loans Balance Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 84 3 26,290,235 2.23 less than 84 3 26,290,235 2.23
85 - 132 152 984,560,707 83.33 85 - 120 151 972,560,707 82.31
133 - 156 26 33,261,342 2.82 121 - 156 27 45,261,342 3.83
157 - 180 8 29,407,345 2.49 157 - 180 8 29,407,345 2.49
181 - 216 6 21,794,383 1.84 181 - 228 8 25,150,745 2.13
217 - 240 11 40,493,756 3.43 241 - 252 17 60,322,292 5.11
241 - 264 13 37,994,143 3.22 253 - 300 7 19,475,845 1.65
greater than 264 4 7,727,623 0.65 greater than 300 2 3,061,022 0.26
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 223 1,181,529,534 100.00
Min: 60 Average: 134 Max: 360 Min: 56 Average: 128 Max: 357
</TABLE>
<TABLE>
<CAPTION>
ORIGINAL AMORTIZATION TERMS (MOS) REMAINING AMORTIZATION TERMS (MOS)
- --------------------------------- ----------------------------------
Number of Cut-off Date Percent of Number Cut-off Date Percent of
Loans Balance ($) Balance of Loans Balance ($) Balance
--------- ------------ ---------- -------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C>
less than 180 4 10,867,410 0.92 less than 180 4 10,867,410 0.92
181 - 240 20 61,961,248 5.24 181 - 240 22 67,081,369 5.68
241 - 252 2 5,120,121 0.43 241 - 252 6 18,064,778 1.53
253 - 264 6 18,064,778 1.53 253 - 264 6 21,794,383 1.84
265 - 288 7 27,239,514 2.31 265 - 276 1 5,445,132 0.46
289 - 300 62 265,660,461 22.48 277 - 288 3 11,200,848 0.95
301 - 324 3 8,510,710 0.72 289 - 324 64 267,883,666 22.67
greater than 324 119 784,105,292 66.36 greater than 324 117 779,191,949 65.95
--- ------------- ------ --- ------------- ------
TOTAL: 223 1,181,529,534 100.00 TOTAL: 223 1,181,529,534 100.00
Min: 171 Average: 333 Max: 360 Min: 163 Average: 328 Max: 360
</TABLE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Credit Tenant
Lease Loans: Credit Tenant Lease Loans are secured by mortgages on
properties which are leased (each a "Credit Tenant
Lease"), to a tenant which possesses (or whose parent or
other affiliate which guarantees the lease obligation
possesses) the rating indicated in the following table.
Scheduled monthly rent payments under the Credit Tenant
Leases are generally sufficient to pay in full and on a
timely basis all interest and principal scheduled to be
paid with respect to the related Credit Tenant Lease
Loans.
The Credit Tenant Lease Loans generally provide that the
Tenant is responsible for all costs and expenses
incurred in connection with the maintenance and
operation of the related Credit Tenant Lease property
and that, in the event of a casualty or condemnation of
a material portion of the related Mortgaged Property:
(i) the Tenant is obligated to continue making
payments;
(ii) the Tenant must make an offer to purchase the
applicable property subject to the Credit Tenant
Lease for an amount not less than the unpaid
principal balance plus accrued interest on related
Credit Tenant Lease Loan; or
(iii) the Trustee on behalf of the Certificateholders
will have the benefit of certain non-cancelable
credit lease enhancement insurance policies
obtained to cover certain casualty and/or
condemnation risks.
Approximately 6.67% of the Mortgage Loans are
Credit Tenant Lease Loans.
<PAGE>
COLLATERAL CHARACTERISTICS (CONTINUED):
- ---------------------------------------
Unless otherwise indicated, such ratings were the highest assigned to the
applicable Tenant or Guarantor, as applicable, by Moody's and Standard & Poor's
respectively.
<TABLE>
<CAPTION>
Cut-Off Date S&P Moody's Lease Type
Property Name Guarantor/Tenant Property Type Balances Rating Rating Code(1)
<S> <C> <C> <C> <C> <C> <C>
Circuit City Norwalk 444 Circuit City Stores Inc. Electronics Store 7,898,702 Private NN
CVS Greenville Old Buncombe CVS Corporation Drug Store 1,306,853 A A3 NN
CVS Lansdowne Hollins Ferry CVS Corporation Drug Store 1,831,525 A A3 NN
CVS Yarmouth Main CVS Corporation Drug Store 2,556,250 A A3 NN
CVS Rocky Mount CVS Corporation Drug Store 1,520,209 A A3 NN
----------
TOTAL CVS 7,214,837
Eagle Davenport Locust Eagle Food Centers, Inc. Grocery Store 4,085,191 B+ B2 NNN
Eckerd Oveido Red Bug Lake Eckerd Corporation Drug Store 2,418,557 Baa1 NNN
Eckerd Ferber Tallahassee Eckerd Corporation Drug Store 1,836,154 Baa1 NNN
Eckerd, Tarboro Eckerd Corporation Drug Store 1,690,369 Baa1 NN
----------
TOTAL ECKERD 5,945,080
IHOP Rock Hill North Cherry IHOP Corporation Restaurant 1,389,770 Private(2) NNN
Motel 6 1081 Little Rock (W) Accor SA Limited Service 4,043,344 BBB B
Motel 6 1115 Raleigh Accor SA Limited Service 6,235,064 BBB B
Motel 6 1129 Hilton Head Accor SA Limited Service 4,232,286 BBB B
Motel 6 202 Lumberton Accor SA Limited Service 1,039,177 BBB B
Motel 6 608 Mobile Accor SA Limited Service 3,079,744 BBB B
Motel 6 740 Reno Sparks Accor SA Limited Service 3,164,767 BBB B
----------
TOTAL MOTEL 6 21,794,383
Rite Aid - Holland Rite Aid Corporation Drug Store 2,764,695 BBB+ Baa1 B
Rite Aid - Ironton Rite Aid Corporation Drug Store 2,385,499 BBB+ Baa1 B
Rite Aid - Commerce Turnpike Rite Aid Corporation Drug Store 3,046,015 BBB+ Baa1 B
Rite Aid - Claremont Rite Aid Corporation Drug Store 2,527,844 BBB+ Baa1 B
----------
TOTAL RITE AID 10,724,053
Southland Ormond Beach Nova The Southland Corporation Convenience Store 1,068,620 BB+ Ba1 NN
Staples York Loucks Road Staples, Inc. Office Supplies 2,647,603 BBB- Baa2 NN
Walgreen Franklin Fieldstone Walgreen Company Drug Store 2,563,871 A+ Aa3 NN
Walgreen Duncanville Wheatland Walgreen Company Drug Store 2,550,305 A+ Aa3 NN
Walgreens at Silver Lakes Walgreen Company Drug Store 2,672,432 A+ Aa3 NN
Walgreen Colleyville Walgreen Company Drug Store 2,805,603 A+ Aa3 NN
----------
TOTAL WALGREENS 10,592,211
Winn Dixie Chesapeake Cedar Winn-Dixie Stores, Inc. Grocery Store 5,445,132 A2 P2 NNN
Total: 78,805,582
</TABLE>
- ------------
Unless otherwise indicated, such ratings were the highest assigned to the
applicable Tenant or Guarantor, as applicable, by Moody's and Standard & Poor's
respectively.
Notes: (1) "NNN" means triple net lease; "NN" means double net lease, "B" means
bond-type lease.
(2) Private rating; disclosure not available
CHASE SECURITIES INC. FIRST UNION CAPITAL MARKETS
J.P. MORGAN & CO.
