EXHIBIT 99
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
$1,497,177,000 (APPROXIMATE BALANCE) FEBRUARY 24, 2003
GS MORTGAGE SECURITIES CORPORATION II
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2003-C1
APPROXIMATE SECURITIES STRUCTURE:
- --------------------------------
APPROXIMATE EXPECTED CREDIT EXPECTED EXPECTED
EXPECTED RATING FACE/NOTIONAL SUPPORT WEIGHTED AVERAGE PAYMENT
CLASS FITCH / S&P AMOUNT (MM) (% OF UPB) LIFE (YEARS) (A) WINDOW (A)
- ------------------------------------------------------------------------------------------------------
PUBLICLY OFFERED CLASSES
- ------------------------------------------------------------------------------------------------------
A-1 AAA/AAA 123.8 13.125% 3.50 04/03-09/07
A-2 AAA/AAA 631.5 13.125% 5.70 09/07-08/12
A-3 AAA/AAA 673.8 13.125% 9.70 08/12-01/13
B AA/AA 51.4 10.000% 9.81 01/13-01/13
C AA-/AA- 16.4 9.000% 9.81 01/13-01/13
- ------------------------------------------------------------------------------------------------------
PRIVATELY OFFERED CLASSES (B)
- ------------------------------------------------------------------------------------------------------
D A+/A+ 16.4 8.000%
E A/A 16.4 7.000%
F A-/A- 16.4 6.000%
G BBB+/BBB+ 18.5 4.875%
H BBB/BBB 12.3 4.125%
J BBB-/BBB- 12.3 3.375%
K BB+/BB+ 10.2 2.750%
L BB/BB 8.2 2.250%
M BB-/BB- 6.1 1.875%
N B+/B+ 6.1 1.500%
O B/B 4.1 1.250%
P B-/B- 4.1 1.000%
S NR 16.4 --
X-1(c) AAA/AAA 1,645.2
X-2(c) AAA/AAA
TOTAL SECURITIES: $1,645.2
- ------------------------------------------------------------------------------------------------------
(a) Calculated at 0% CPR, assuming no balloon payment extension.
(b) Not offered hereby.
(c) Notional amount of interest only class.
KEY FEATURES:
- ------------
Lead Manager: Goldman, Sachs & Co.
Co-Managers: Banc of America Securities LLC
Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
WaMu Capital Corp.
Sellers/Originators: Goldman Sachs Mortgage Company / Archon (94.1%)
Washington Mutual Bank, FA (3.1%)
Commerzbank AG, New York Branch (2.8%)
Collateral: 76 Mortgage Loans ($1,645,250,146)
Master Servicer: TBD
Special Servicer: TBD
Trustee: TBD
Pricing: March 2003
Closing: March 2003
Cut-Off Date: March 1st 2003
Distribution Date: 10th of each month, or following business day (commencing
April 10, 2003)
Payment Delay: 9 days
ERISA Eligible: Classes A-1, A-2, A-3, B and C are expected to be ERISA
eligible subject to certain conditions for eligibility.
SMMEA Eligible Classes A-1, A-2, A-3, B and C are expected to be SMMEA eligible
Structure: Sequential pay
Day Count: 30/360
Tax Treatment: REMIC
Rated Final Distribution Date: January 2040
Clean up Call: 1.0%
Minimum Denominations: Publicly Offered Classes: $10,000 & $1
Delivery: DTC for publicly offered classes
================================================================================
COLLATERAL FACTS (A):
- --------------------
Cut-Off Date Loan Principal Balance: $1,645,250,146
Number of Mortgage Loans / Properties: 76 / 81
Average Mortgage Loan Cut-Off Date Balance: $21,648,028
Weighted Average Current Mortgage Rate: 5.385%
Weighted Average Loan U/W DSCR (b): 2.12x
Weighted Average Loan Cut-Off Date LTV Ratio (b): 59.4%
Weighted Average Remaining Term to Maturity date (months): 97.9
Weighted Average Remaining Amortization Term (months): 349.0
Prepayment Lockout / Defeasance as % of Total: 92.8%
Balloon Loans as % of Total: 99.6%
Single Largest Asset as % of Total: 14.0%
Five Largest Assets as % of Total: 46.1%
Ten Largest Assets as % of Total: 62.9%
(a) Four (4) Mortgage Loans representing approximately 32.3% of the total pool
are senior interests ("A Notes") that have a junior loan secured by the
same mortgaged property ("B Note"). All LTV and DSCR numbers are based on
the A Note, unless otherwise noted.
(b) All DSCR and LTV information presented herein is generally calculated as
though any related earnout had been applied to reduce or defease the
principal balance of the mortgage loan.
TEN LARGEST LOANS:
- ------------------
CUT-OFF DATE % BY LOAN UW
LOAN OR SPONSOR BALANCE POOL UPB LTV DSCR PROPERTY TYPE
- ----------------------------------------------------------------------------------------------------------------
520 Madison Avenue (a) (b) $231,000,000 14.0% 44.0% 2.42x Office
One North Wacker (a) (b) 180,000,000 10.9 42.7 2.35 Office
Sunvalley Mall (b) 134,691,998 8.2 62.4 2.02 Anchored Retail
Bridgewater Commons (a) (b) 117,223,768 7.1 46.0 2.67 Anchored Retail
GGP Portfolio-Provo & Spokane (b) 94,802,853 5.8 58.5 2.07 Anchored Retail
Miami Center (b) 81,000,000 4.9 55.5 2.85 Office
Kierland Commons 65,853,794 4.0 67.6 1.64 Anchored Retail
The Aventine 50,000,000 3.0 68.5 2.00 Office
3 Huntington Quadrangle 44,000,000 2.7 76.5 1.91 Office
Festival at Waldorf 37,000,000 2.2 75.2 2.03 Anchored Retail
-------------- ---- ---- ----
TOTAL/WTD. AVG. $1,035,572,413 62.9% 53.8% 2.28X
- ----------------------------------------------------------------------------------------------------------------
(a) The cut-off date balance represents the senior A Note portion of the loan.
All LTV and DSCR numbers throughout are based on the A Note only, unless
otherwise noted.
(b) For the purposes of this securitization, these loans are expected to be
rated investment grade by S&P AND Fitch.
SELECTED LOAN DATA:
- ------------------
NUMBER OF LOAN POOL CUT-OFF DATE BALANCE
MORTGAGED -----------------------------------------------------------
GEOGRAPHIC DISTRIBUTION PROPERTIES (MM) % BY UPB WTD. AVG. UWDSCR
- ---------------------------------------------------------------------------------------------------------
California (a) 16 $305.4 18.6% 1.98x
New York 3 280.0 17.0 2.34
Illinois 2 183.0 11.1 2.34
New Jersey 3 162.2 9.9 2.34
Florida 8 136.1 8.3 2.45
Arizona 5 99.0 6.0 1.68
Washington 4 66.2 4.0 1.95
Other (b) 40 413.5 25.1 1.92
-- -------- ----- ----
TOTAL / WTD. AVG 81 $1,645.3 100.0% 2.12X
- ---------------------------------------------------------------------------------------------------------
(a) 5 properties for a total of $176.1 million (10.7% UPB) are located in
northern California and 11 properties for a total of $129.2 million (7.9%
UPB) are located in southern California.
(b) Includes 17 states and the District of Columbia.
NUMBER OF LOAN POOL CUT-OFF DATE BALANCE
MORTGAGED -----------------------------------------------------------
PROPERTY TYPE PROPERTIES (MM) % BY UPB WTD. AVG. UWDSCR
- ---------------------------------------------------------------------------------------------------------
Office 26 $794.4 48.3% 2.24x
Anchored Retail (a) 27 628.9 38.2 2.14
Multifamily (b) 25 179.4 10.9 1.72
Industrial 3 42.5 2.6 1.38
--- ----------- ------- ----
TOTAL / WTD. AVG 81 $1,645.3 100.0% 2.12X
- ---------------------------------------------------------------------------------------------------------
(a) Includes 1 unanchored retail property which accounts for approximately
0.2% of the total pool.
(b) Includes 2 manufactured housing community properties which account for
approximately 0.8% of the total pool.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- --------------------------------------------------------------------------------
|_| For purposes of calculating principal distributions of the certificates:
-- Available principal will be allocated sequentially to the Class A-1,
A-2, A-3, B, C, D, E, F, G, H, J, K, L, M, N, O, P and S
certificates.
-- In case the principal balances of the Class S, P, O, N, M, L, K, J,
H, G, F, E, D, C, and B certificates, in that order, have been
reduced to zero due to the allocation of principal losses, then
Class A-1, A-2 and A-3 will be allocated principal pro-rata.
|_| Classes X-1 and X-2 will be entitled to receive payments of interest only
and will not receive any payments of principal. Classes X-1 and X-2 will
be entitled to payments of interest pro-rata (based on interest
entitlements) with the Class A-1, A-2 and A-3 certificates each month.
|_| Each class will be subordinate to the Class A-1, A-2, A-3, X-1 and X-2
certificates and to each principal balance class with an earlier
alphabetical designation than such class. Each of the Class A-1, A-2, A-3,
X-1 and X-2 certificates will be of equal priority.
|_| All classes will pay interest on a 30/360 basis.
|_| Principal losses will be allocated in reverse alphabetical order to the
Class S, P, O, N, M, L, K, J, H, G, F, E, D, C, and B certificates, and
then pro-rata to the Class A-1, A-2 and A-3 certificates.
|_| The Master Servicer will cover net prepayment interest shortfalls on the
loans up to a specified portion of the master servicing fee. Net
prepayment interest shortfalls (after application of prepayment interest
excesses on the mortgage loans and other compensating interest payments
from the master servicing fee) will be allocated pro-rata (based on
interest entitlements) to all regular certificates.
|_| Shortfalls resulting from Master Servicer and Special Servicer
modifications, Special Servicer compensation or other extraordinary trust
fund expenses will be allocated in reverse alphabetical order to Classes
of outstanding principal balance certificates. Any such reduction will
also have the effect of reducing the aggregate notional amount of the
Class X-1 and X-2 certificates.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS (A)
- --------------------------------------------------------------------------------
ALLOCATION OF PREPAYMENT PREMIUMS:
- ---------------------------------
Prepayment premiums and yield maintenance amounts with respect to all loans will
be allocated between the related certificate then entitled to principal
distributions and the Class X-1 certificate as follows:
|_| A percentage of all prepayment premiums and yield maintenance
amounts with respect to all loans will be allocated to each class of
the certificates then entitled to principal distributions, which
percentage will be equal to the product of (a) the percentage of the
total principal distribution that such class receives, and (b) a
percentage (which can be no greater than 100%), the numerator of
which is the excess, if any, of the Pass-Through Rate of the class
of certificates currently receiving principal over the relevant
discount rate, and the denominator of which is the excess, if any,
of the Mortgage Rate of the related Mortgage Loan over the discount
rate.
-------------------------------------------------------------
Prepayment (Pass-Through Rate - Discount Rate )
Premium Allocation = ------------------------------------
Percentage (Mortgage Rate - Discount Rate)
-------------------------------------------------------------
|_| The remaining percentage of such prepayment premiums and yield
maintenance amounts will be allocated to the Class X-1 certificate.
|_| In general, this formula provides for an increase in the allocation
of prepayment premiums and yield maintenance premiums to the
certificate then entitled to principal distributions relative to the
Class X-1 certificate as discount rates decrease and a decrease in
the allocation to such Classes as discount rates rise.
Allocation of Prepayment Premiums Example
-----------------------------------------
Discount Rate Fraction Methodology:
Mortgage Rate = 6%
Bond Class Rate = 5%
Treasury Rate (or Applicable = 4%
Discount Rate)
% of Principal Distributed to Class = 100%
BOND CLASS ALLOCATION | CLASS X-1 ALLOCATION
--------------------------------------------------------------------------
5% - 4% x 100% = 50% | Receives excess premiums = 50% thereof
------- |
6% - 4% |
(a) For further information regarding the allocation of prepayment premiums,
refer to the prospectus supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
PREPAYMENT PROFILE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT OF PRINCIPAL (A) (B)
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL APRIL APRIL APRIL APRIL
RESTRICTIONS 2003 2004 2005 2006 2007 2008 2009 2010
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 98.32% 98.32% 95.01% 92.76% 92.72% 90.63% 90.56% 92.64%
> of YM or 1% 1.68% 1.68% 4.99% 7.24% 7.28% 9.37% 9.10% 7.36%
Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.35% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans ($mm) 1,645.25 1,635.14 1,623.43 1,608.65 1,590.74 1,076.74 1,053.61 1,010.59
% OF CUT-OFF BALANCE 100.00% 99.39% 98.67% 97.78% 96.69% 65.45% 64.04% 61.42%
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT APRIL APRIL APRIL APRIL APRIL APRIL APRIL
RESTRICTIONS 2011 2012 2013 2014 2015 2016 2017
- ------------------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 92.66% 95.03% 100.00% 100.00% 100.00% 100.00% 100.00%
> of YM or 1% 7.34% 1.42% 0.00% 0.00% 0.00% 0.00% 0.00%
Open 0.00% 3.54% 0.00% 0.00% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%
Balance of Mortgage Loans ($mm) 990.11 944.50 2.99 2.46 1.90 1.31 0.68
% OF CUT-OFF BALANCE 60.18% 57.41% 0.18% 0.15% 0.12% 0.08% 0.04%
- ------------------------------------------------------------------------------------------------------------------------------------
(a) Table calculated using modeling assumptions as described in the prospectus
supplement.
(b) Differences in totals may exist due to rounding.
- --------------------------------------------------------------------------------
AVERAGE LIFE TABLE (IN YEARS)
(PREPAYMENTS LOCKED OUT THROUGH LOCK OUT PERIOD, DEFEASANCE PERIOD AND YIELD
MAINTENANCE PERIOD THEN RUN AT THE INDICATED CPRS)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PREPAYMENT ASSUMPTIONS (CPR)
0% CPR 25% CPR 50% CPR 75% CPR 100% CPR
- --------------------------------------------------------------------------------
A-1 3.50 3.49 3.48 3.46 3.37
A-2 5.70 5.68 5.67 5.65 5.49
A-3 9.70 9.67 9.64 9.60 9.36
B 9.81 9.81 9.81 9.81 9.56
C 9.81 9.81 9.81 9.81 9.56
- --------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
[MAP OF THE UNITED STATES OMITTED]
AL 0.2%
AZ 6.0%
CA(a) 18.6%
CT 0.9%
DC 0.4%
FL 8.3%
GA 0.4%
ID 0.2%
IL 11.1%
IN 0.2%
LA 1.4%
MD 2.8%
MI 1.3%
MN 2.8%
NC 2.4%
NJ 9.9%
NY 17.0%
PA 1.7%
SC 0.1%
TN 1.5%
TX 1.4%
UT 2.9%
VA 3.5%
WA 4.0%
WI 1.1%
[PIE CHART OMITTED]
Anchored Retail (b) 38.2%
Industrial 2.6%
Multifamily (c) 10.9%
Office 48.3%
(a) Includes 5 properties located in northern California (10.7% of the total
pool) and 11 properties located in southern California (7.9% of the total
pool).
(b) Includes 1 unanchored retail property (0.2% of the total pool).
(c) Includes 2 manufactured housing community properties (0.8% of the total
pool).
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
COLLATERAL DATA
- --------------------------------------------------------------------------------
DISTRIBUTION OF DSCR
- -------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF
RANGE OF DSCR (x) MORTGAGE LOANS CUT-OFF DATE BALANCE DATE BALANCE
- -------------------------------------------------------------------------------
1.14-1.29x 2 $6,355,888 0.4%
1.30-1.39 1 27,688,602 1.7
1.40-1.49 9 97,378,911 5.9
1.50-1.59 12 109,549,782 6.7
1.60-1.69 10 133,055,834 8.1
1.70-1.79 2 22,481,600 1.4
1.80-1.89 3 22,139,123 1.3
1.90-2.19 23 507,324,203 30.8
2.20-2.49 6 453,094,956 27.5
2.50-3.37 8 266,181,248 16.2
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- --------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCE
-------------------------------------------------------------------------------
PERCENTAGE OF
CUT-OFF DATE NUMBER OF CUT-OFF DATE AGGREGATE CUT-OFF
PRINCIPAL BALANCE ($) MORTGAGE LOANS BALANCE DATE BALANCE
- --------------------------------------------------------------------------------
$1,995,518-2,999,999 10 $23,825,405 1.4%
3,000,000-4,999,999 14 54,207,193 3.3
5,000,000-6,999,999 9 51,838,282 3.2
7,000,000-9,999,999 12 98,494,799 6.0
10,000,000-17,999,999 12 161,095,040 9.8
19,000,000-29,999,999 8 183,917,014 11.2
35,000,000-59,999,999 4 167,300,000 10.2
60,000,000-99,999,999 3 241,656,647 14.7
115,000,000-134,999,999 2 251,915,766 15.3
180,000,000-231,000,000 2 411,000,000 25.0
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- --------------------------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPE
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF
AMORTIZATION TYPE MORTGAGE LOANS CUT-OFF DATE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------
Amortizing Balloon 40 $673,875,199 41.0%
Interest Only, Then Amortizing 5 477,250,000 29.0
Interest Only 28 466,714,000 28.4
Graduated P&I payment 1 20,438,412 1.2
Fully Amortizing 2 6,972,535 0.4
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF
LOCATION MORTGAGE LOANS CUT-OFF DATE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------
California (a) 16 $305,351,494 18.6%
New York 3 279,988,480 17.0
Illinois 2 183,000,000 11.1
New Jersey 3 162,155,772 9.9
Florida 8 136,076,854 8.3
Arizona 5 98,966,927 6.0
Washington 4 66,233,766 4.0
Virginia 7 57,160,604 3.5
Utah 1 47,664,605 2.9
Maryland 2 45,780,665 2.8
Minnesota 3 45,628,123 2.8
North Carolina 4 38,990,798 2.4
Pennsylvania 2 27,387,979 1.7
Tennessee 1 24,500,000 1.5
Texas 4 23,523,953 1.4
Louisiana 3 23,090,000 1.4
Michigan 1 22,000,000 1.3
Wisconsin 2 17,549,896 1.1
Connecticut 2 14,600,000 0.9
District of Columbia 1 6,578,122 0.4
Georgia 2 6,545,759 0.4
Idaho 1 3,894,682 0.2
Alabama 1 3,667,223 0.2
Indiana 1 2,520,511 0.2
South Carolina 2 2,393,933 0.1
-- -------------- -----
TOTAL 81 $1,645,250,146 100.0%
- ---------------------------------------------------------------------------------------------------------
(a) Includes 5 properties located in northern California (10.7% of the total
pool) and 11 properties located in southern California (7.9% of the total
pool).
DISTRIBUTION OF LTV RATIOS AT ORIGINATION
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENTAGE OF AGGREGATE
RANGE OF LTV (%) MORTGAGE LOANS CUT-OFF DATE BALANCE CUT-OFF DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
32.18-44.99% 3 $415,988,480 25.3%
45.00-49.99 3 139,962,890 8.5
50.00-59.99 9 250,606,589 15.2
60.00-64.99 8 211,818,657 12.9
65.00-69.99 12 191,472,042 11.6
70.00-74.99 17 108,871,326 6.6
75.00-80.11 24 326,530,161 19.8
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATE (%)
- ----------------------------------------------------------------------------------------------------------------------------------
RANGE OF MORTGAGE RATES (%) NUMBER OF CUT-OFF DATE BALANCE PERCENTAGE OF AGGREGATE
MORTGAGE LOANS CUT-OFF DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
4.35-5.00% 6 $175,066,853 10.6%
5.01-5.50 35 956,636,690 58.1
5.51-6.00 28 399,636,182 24.3
6.01-6.50 4 47,799,344 2.9
6.51-7.00 1 2,122,476 0.1
7.01-7.50 2 63,988,602 3.9
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- ----------------------------------------------------------------------------------------------------------------------------------
RANGE OF REMAINING AMORTIZATION TERMS NUMBER OF PERCENTAGE OF AGGREGATE
(MOS) MORTGAGE LOANS CUT-OFF DATE BALANCE CUT-OFF DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
Interest Only 28 $466,714,000 28.4%
121-180 2 6,972,535 0.4
181-240 2 5,770,410 0.4
241-300 6 155,092,116 9.4
301-360 38 1,010,701,085 61.4
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY OR ARD
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENTAGE OF AGGREGATE
RANGE OF ORIGINAL TERMS TO MATURITY (MOS) MORTGAGE LOANS CUT-OFF DATE BALANCE CUT-OFF DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
59-60 25 $506,041,853 30.8%
72-84 3 28,475,000 1.7
118-120 46 1,103,760,758 67.1
180 2 6,972,535 0.4
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING TERMS TO MATURITY OR ARD
- ----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF PERCENTAGE OF AGGREGATE
RANGE OF REMAINING TERMS TO MATURITY (MOS) MORTGAGE LOANS CUT-OFF DATE BALANCE CUT-OFF DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
54-60 25 $506,041,853 30.8%
71-79 3 28,475,000 1.7
106-120 46 1,103,760,758 67.1
179 2 6,972,535 0.4
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
DISTRIBUTION OF PREPAYMENT PROVISIONS
- ----------------------------------------------------------------------------------------------------------------------------------
PREPAYMENT PROVISIONS NUMBER OF CUT-OFF DATE BALANCE PERCENTAGE OF AGGREGATE
MORTGAGE LOANS CUT-OFF DATE BALANCE
- ----------------------------------------------------------------------------------------------------------------------------------
Defeasance 68 1,526,722,689 92.8%
Greater of YM or 1% of UPB 8 118,527,457 7.2
-- -------------- -----
TOTAL 76 $1,645,250,146 100.0%
- ----------------------------------------------------------------------------------------------------------------------------------
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
520 MADISON AVENUE
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: (1) $231,000,000 $231,000,000
% OF POOL BY UPB: 14.0%
COUPON: (1) 5.19%
ORIGINATION DATE: December 18, 2002
INTEREST ACCRUAL: Actual / 360
TERM: 120 months
AMORTIZATION: 36-months interest only then monthly amortization
based on a 30-year amortization schedule
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: December 1, 2012
SPONSOR: (2) See "The Borrower" below
CALL PROTECTION/
LOCKOUT: (3) Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 4 months prior to maturity.
LOAN/SF: (1) $236
UP-FRONT RESERVES: TI/LC: $3,391,192 (4)
Mitsubishi Refund Reserve: $1,000,000 (4)
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes, insurance, replacement
reserves and TI/LCs (4)
Mitsubishi Shortfall Reserve Account (4)
Rollover Reserve Account (4)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED/
MEZZANINE DEBT: Teachers Insurance and Annuity Association of America
holds a $49,000,000 junior loan secured by the same
mortgaged property ("B Note"). (5)
$52,000,000 mezzanine loan(6)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE Single Asset
ASSET/PORTFOLIO:
PROPERTY TYPE: CBD Office
PROPERTY LOCATION: New York, New York
OCCUPANCY: 99.4%
OCCUPANCY AS OF DATE: November 1, 2002
YEAR BUILT: 1982
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a 43-story, multi-tenant,
Class A commercial office building located between
Madison and Fifth Avenues between 53rd and 54th
Streets in Midtown Manhattan
PROPERTY MANAGEMENT: Tishman Speyer Properties, LLC
APPRAISED VALUE: $525,000,000
APPRAISAL VALUE DATE: December 1, 2002
CUT-OFF DATE LTV: (1) 44.0%
AGGREGATE CUT-OFF 53.3%
DATE LTV:
BALLOON LTV: (1) 39.1%
U/W NOI: $38,844,374
U/W NCF: $36,811,980
CURRENT ANNUAL DEBT
SERVICE: (1) $15,204,240 (based on P&I payment)
U/W NOI DSCR: (1) 2.55x (based on P&I payment)
AGGREGATE U/W NOI
DSCR: 2.08x (based on aggregate P&I payment)
U/W NCF DSCR: (1) 2.42x (based on P&I payment)
AGGREGATE U/W NCF
DSCR: 1.97x (based on aggregate P&I payment)
- --------------------------------------------------------------------------------
(1) The $231,000,000 loan represents the senior "A Note" portion of a
$280,000,000 loan. Only the A Note is part of the trust fund. All LTV and
DSCR numbers in the table above are based on the A Note only, unless
otherwise noted.
(2) Both the A Note and the B Note are non-recourse and do not contain any
carve-outs for which any person or entity other than the Borrower is
liable.
(3) Defeasance of the A Note is only permitted if the B Note is simultaneously
prepaid and/or defeased in full. Prepayment of the A Note is only permitted
if the B Note is simultaneously prepaid in full.
(4) See "Reserves" below.
(5) See "Additional Debt" below.
(6) See "Mezzanine Loan" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-1
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The largest loan (the "520 Madison Avenue Loan"), representing
approximately 14.0% of the initial pool balance, is an "A Note" with a Cut-Off
Date principal balance of $231,000,000. The 520 Madison Avenue Loan is a 10-year
balloon loan that has a maturity date of December 1, 2012 (or the next business
day) and provides for monthly payments of interest only for the first 36 months
followed by monthly payments of principal and interest based on a 30-year
amortization schedule. The 520 Madison Avenue Loan is secured by, among other
things, a mortgage and security agreement encumbering the Borrower's fee
ownership interest in the 520 Madison Avenue Property, as well as an assignment
of the Borrower's interest in the rents and leases associated with the 520
Madison Avenue Property. For the purposes of this securitization, this loan is
expected to be rated investment grade by S&P and Fitch.
The B Note secured by the same mortgage that secures the A Note is held by
Teachers Insurance and Annuity Association of America and has a Cut-Off Date
principal balance of $49,000,000. The B Note is not a part of the trust fund.
For a discussion of the intercreditor arrangements relating to the A Note and
the B Note, see "Description of the Mortgage Pool--AB Mortgage Loans" in the
prospectus supplement.
The Borrower. The Borrower under the 520 Madison Avenue Loan, 520 Madison
Owners, L.L.C., is a Delaware limited liability company that is a special
purpose, bankruptcy remote entity, currently controlled by certain individuals
affiliated with Tishman Speyer Properties, L.P. and certain members of the Crown
Family. Tishman Speyer Properties has developed, operated or acquired interests
in a portfolio of assets including New York properties such as Rockefeller
Center, the Chrysler Building and the Equitable Center. Lester Crown and family
are currently ranked fifty-third in the current edition of the Forbes 400 list
of the wealthiest Americans and, together with affiliates of Tishman Speyer
Properties, L.P., own interests in a number of assets including Rockefeller
Center.
Both the A Note and the B Note are non-recourse and do not contain any
carve-outs for which any person or entity other than the Borrower is liable.
The Property. The 520 Madison Avenue property (the "520 Madison Avenue
Property") is a 979,061 sq. ft. GLA, 43-story, multi-tenant, Class A commercial
office building situated between Madison and Fifth Avenues and 53rd and 54th
Streets in the Madison/Fifth Avenue Sub-District of the Plaza District of
Midtown Manhattan. The leasable area of the 520 Madison Avenue Property consists
primarily of multi-tenanted office space.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-2
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the 520 Madison Avenue Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
Annualized % of Total
Credit Rating Annualized Base Rent Annualized Lease
Tenant (Fitch/MIS/S&P) GLA % of GLA Base Rent (PSF) Base Rent Expiration
- ---------------------------------- --------------- -------- -------- ------------ ---------- ----------- ------------
Mitsubishi International (1) NR/A3/BBB+ 249,543 25.5% $ 21,007,620 $ 84.18 33.8% 4/30/07
Jefferies & Company, Inc NR/Baa3/BBB- 88,045 9.0 4,737,150 $ 53.80 7.6 10/5/14
Metallgesellschaft BBB/Baa3/NR 78,000 8.0 4,504,500 $ 57.75 7.3 1/31/13
Freshfields Bruckhaus Deringer LLP NR 44,800 4.6 2,912,000 $ 65.00 4.7 10/25/2008
& 7/31/2015
Tishman Speyer Properties NR 67,652 6.9 2,268,289 $ 33.53 3.7 8/31/2003
- 5/31/2012
Credit Agricole AA+/Aa1/AA 38,660 3.9 2,164,960 $ 56.00 3.5 4/1/08
Pilgrim Group NR 26,786 2.7 1,968,771 $ 73.50 3.2 2/26/16
Credit Industriel ET Commercial A/A2/A 44,800 4.6 1,963,857 $ 43.84 3.2 1/31/08
Wilmer Cutler & Pickering NR 25,655 2.6 1,872,815 $ 73.00 3.0 5/31/15
Arab Bank Limited BBB+/NR/NR 28,091 2.9 1,868,052 $ 66.50 3.0 9/30/12
-------- -------- ------------ ---------- -----------
TOTAL/WTD. AVG. LARGEST TENANTS 691,942 70.7% $ 45,268,014 $ 65.41 72.9%
Remaining Tenants 280,716 28.7% $ 16,793,762 $ 59.82 27.1%
Vacant Space 6,403 0.7%
-------- -------- ------------ ---------- -----------
TOTAL/WTD. AVG. ALL 979,061 100.0% $62,061,776 $ 63.80 100.0%
- ----------
<FN>
(1) Rentable square feet as recited in Mitsubishi International Corporation's
("Mitsubishi") lease entered into in 1980 is 203,500 square feet. The
indicated square feet of 249,453 gross leaseable area ("GLA") consists of
245,543 sq ft. of office space and 3,910 sq. ft. of basement space. The
245,543 sq. ft. of office space reflects current industry standards for how
that space would be measured (as determined by Borrower). The Mitsubishi
lease provided for a reset to the fair market value of the office space as
of May 1, 2002. The Borrower then increased Mitsubishi's base rent for the
office space to reflect such fair market value to an amount equal to $85
psf GLA and 245,543 sq ft GLA. Although Mitsubishi has been paying rent in
the amount described in the previous sentence, the Borrower and Mitsubishi
are currently in arbitration regarding this amount. The Mitsubishi lease is
underwritten to a base rent of $16,710,618 (consisting of $67.50 psf on
245,543 sq ft GLA and $34.90 psf on 3,910 sq.ft. GLA for the basement
space), and the Mitsubishi shortfall reserve was sized based upon this
underwritten number. See "Reserves" below.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-3
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Lease Expiration. The following table shows the lease expiration schedule
for the 520 Madison Avenue Property:
LEASE EXPIRATION SCHEDULE
% OF TOTAL ANNUALIZED
YEAR ENDING % OF TOTAL CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ------------------------- ------------ ---------- ------------ ----------- ---------- ----------
Month to Month (1) 3,025 0.3% 0.3% $ 157,548 0.3% $ 52.08
2003 62,856 6.4 6.7% 2,628,168 4.2 $ 41.81
2004 0 0.0 6.7% 0 0.0 $ 0.00
2005 0 0.0 6.7% 13,200 0.0 NAP (2)
2006 3,250 0.3 7.1% 195,627 0.3 $ 60.19
2007 293,103 29.9 37.0% 24,002,095 38.7 $ 81.89
2008 228,805 23.4 60.4% 10,968,933 17.7 $ 47.94
2009 0 0.0 60.4% 0 0.0 $ 0.00
2010 0 0.0 60.4% 0 0.0 $ 0.00
2011 17,922 1.8 62.2% 1,849,955 3.0 $ 103.22
2012 89,666 9.2 71.4% 4,412,076 7.1 $ 49.21
2013 102,121 10.4 81.8% 6,557,938 10.6 $ 64.22
2014 96,763 9.9 91.7% 5,859,884 9.4 $ 60.56
2015 48,361 4.9 96.6% 3,447,581 5.6 $ 71.29
2016 & Thereafter 26,786 2.7 99.3% 1,968,771 3.2 $ 73.50
Vacant 6,403 0.7 100.0% 0 0.0 $ 0.00
------------ ---------- ----------- ----------
TOTAL/WTD. AVG. 979,061 100.0% $62,061,776 100.0% $ 63.80
============ ========== =========== ==========
- ----------
<FN>
(1) Leases expiring prior to 3/1/2003
(2) Roof space leased to Winstar Wireless through 3/31/2005
</FN>
Reserves. The unfunded obligations reserve was funded at origination in the
amount of $3,391,192 to cover the cost of tenant improvements and leasing
commissions associated with certain tenants.
Simultaneously, the Borrower also funded a Mitsubishi refund reserve
account in the amount of $1,000,000 to cover amounts that could be required to
be refunded to Mitsubishi as a result of the above described arbitration
proceeding. The Borrower is also required to make monthly payments of $430,000
to the Mitsubishi refund reserve account until the Mitsubishi arbitration is
concluded and the amount in the account is equal to the amount, if any,
determined in the arbitration to be owed to Mitsubishi by the Borrower. Amounts
in the Mitsubishi refund reserve account will be released to the Mitsubishi
shortfall reserve account (or, if no longer being funded, to the lockbox
account) upon the determination that the Borrower has no further liability to
Mitsubishi.
If, upon the conclusion of the Mitsubishi arbitration, it is determined
that the monthly base rent payable by Mitsubishi is less than $1,378,125, then
until the expiration of the Mitsubishi lease, the Borrower will be required to
make monthly payments to a shortfall reserve account in an amount equal to the
difference between the monthly base rent that is determined in such arbitration
to be payable by Mitsubishi, and $1,378,125; provided that no such payments will
be required if such base rent is determined to be at least equal to $1,327,083
and the DSCR for the 520 Madison Avenue Property as calculated under the loan
documents, has either (a) not fallen below 1.55x in any quarter, or (b) has
fallen below 1.55x in a quarter, but thereafter has risen above 1.55x for two
consecutive quarters. Amounts in the Mitsubishi shortfall reserve account will
be released to the rollover reserve account upon the expiration of Mitsubishi's
lease at the 520 Madison Avenue Property.
Additional springing reserves will be required for taxes, insurance,
replacement reserves and TI/LCs if the DSCR (calculated using trailing quarter
net operating income on an annual basis and assuming an 8% constant) on the
aggregate principal balances of the A Note, the B Note and any permitted
mezzanine
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-4
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
debt falls below 1.25x in any quarter and has not thereafter risen above 1.30x
for 2 consecutive quarters ("Low DSCR Period").
Starting in May 2005 through May 2007 a monthly amount of 1/24th of $45 for
each square foot of expiring space related to certain leases will be deposited
into the rollover reserve account. If renewals or replacements of the applicable
leases have been signed then 1/24th of the actual TI/LCs incurred by the
Borrower up to $45 per sq. ft. will be reserved. Prior to any termination of
Mitsubishi's lease the Borrower may use funds in the Mitsubishi shortfall
reserve account to fund the rollover reserve account.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance and coverage for terrorism and acts of terrorism. The
terrorism coverage is required to be for an amount equal to $280,000,000
provided however that the annual premium for such terrorism coverage does not
exceed the greater of (1) $978,000, and (2) the amount that would cause the sum
of the annual premiums for all insurance policies required to be maintained by
the Borrower to exceed $1,956,000 (in each case, subject to an increase of 4%
per year). If the premiums for coverage would exceed these amounts, the Borrower
is required to obtain terrorism coverage for the maximum amount that can be
obtained for a premium equal to these maximum premiums.
Pursuant to the loan documents, the Borrower is permitted to maintain (and,
as of the Cut-Off Date, was maintaining) certain insurance described in the
previous paragraph under a blanket policy. A major casualty impacting the 520
Madison Avenue Property could also impact certain of the other properties
covered by the blanket policy (such as Rockefeller Center and 666 Fifth Avenue),
and as a result the amount recovered under such blanket policy could be
insufficient to permit the Borrower either to rebuild the 520 Madison Avenue
Property or to repay all amounts owing to the trust fund. See "Risk
Factors-Risks Associated with Blanket Insurance Policies" in the prospectus
supplement.
Lockbox; Sweep of Excess Cash Flow. All payments are required to be paid
directly to a hard lockbox. As long as an event of default does not exist under
the loan documents and the 520 Madison Avenue Property is not in a Low DSCR
Period, all funds in excess of certain required reserve amounts and the monthly
debt service payment will be released daily to the Borrower. During the
continuance of a Low DSCR Period, funds in the lockbox will be used to pay
required reserves, debt service on both the A Note and B Note, to pay certain
approved or deemed approved operating expenses, to pay any lender for debt
service owed under a mezzanine loan and all additional amounts will be held by
the lender as additional collateral for the A Note and B Note or to pay other
approved or deemed approved expenses relating to the 520 Madison Avenue
Property.
Mezzanine Loan. The ownership interests in the Borrower secure a mezzanine
loan with an outstanding principal balance at origination of $52,000,000 held by
Bayerische Hypo-und Vereinsbank AG, New York Branch together with certain other
lenders described in the mezzanine loan agreement. The loan documents require
that the interest rate payable under the mezzanine loan (after giving effect to
interest rate hedges) may not exceed 12% per annum. Under the mezzanine loan
documents, an event of default under the 520 Madison Avenue Loan will constitute
an event of default under the mezzanine loan. Pursuant to an intercreditor
agreement, the mezzanine loan has been subordinated to the A Note and the B
Note. The mezzanine lender is permitted to cure monetary and non-monetary
defaults of the 520 Madison Avenue Loan and the related B Note, subject to
certain limitations. Additionally, in the event that the A Note or its companion
B Note has been accelerated or is being specially serviced, or if the Servicer
is pursuing foreclosure on the 520 Madison Avenue Property, the mezzanine lender
will have the right to purchase the A Note and its companion B Note upon ten
business days' notice for an amount generally equal to the principal balance of
the A Note and its companion B Note, plus accrued interest.
Additional Debt. Teachers Insurance and Annuity Association of America
holds a B Note in the original principal amount of $49,000,000, secured by the
same mortgage that secures the A Note. For a
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-5
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
discussion of the intercreditor arrangements relating to the A Note and B Note,
see "Description of the Mortgage Pool--AB Mortgage Loans" in the prospectus
supplement. In addition, the Borrower is permitted to incur customary trade
payables and other customary indebtedness not to exceed $7,000,000 (subject to
inflation increase each year up to a maximum amount of $9,800,000).
Permitted Transfers. No transfers of the collateral securing the 520
Madison Avenue Loan are permitted.
Transfers of direct or indirect equity interests in the Borrower are
permitted, unless, at any time following such transfers: (a) prior to a
foreclosure under any permitted mezzanine loan secured by equity interests in
the Borrower (or any transfer in lieu of such foreclosure), either (i) a
combination of certain principals, executives and former executives of Tishman
Speyer Properties, L.P. (together with their heirs, descendants, legatees and
devisees), certain descendants of Arie and Ida Crown (together with their
spouses, heirs, descendants, legatees and devisees) and certain financial
institutions regularly involved in the business of owning and operating office
properties in major metropolitan areas and satisfying certain other
requirements, including having, excluding the 520 Madison Avenue Property, total
assets (in name or under management) in excess of $2 billion and (except with
respect to a pension advisory fund or similar fiduciary) shareholder's equity in
excess of $1 billion (together with their wholly-owned subsidiaries), in the
aggregate, own, directly or indirectly, less than 35% of the equity interests in
the Borrower or less than 35% of the right to distributions from the Borrower,
or (ii) the Borrower ceases to be controlled in the manner set forth in the loan
documents by combinations of certain people and entities described in the
previous clause (i); or (b) following a foreclosure under any permitted
mezzanine loan secured by equity interests in the Borrower (or any transfer in
lieu of such foreclosure), either (i) entities permitted under the loan
documents to make or hold permitted mezzanine loans secured by equity interests
in the Borrower, in the aggregate, own, directly or indirectly, less than 51% of
the equity interests in the Borrower or of the right to distributions from the
Borrower, or (ii) the Borrower ceases to be controlled in the manner set forth
in the loan documents by any combination of such entities.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-6
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
ONE NORTH WACKER DRIVE
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: (1) $180,000,000 $180,000,000
% OF POOL BY UPB: 10.9%
ORIGINATION DATE: October 30, 2002
COUPON: (1) 5.1345%
INTEREST ACCRUAL: Actual / 360
TERM: 120 months
AMORTIZATION: First 24-months interest only, then amortizing on a
30-year amortization schedule
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: November 1, 2012
SPONSOR: ONW Chicago LLC, a special purpose entity
beneficially owned by a closed end investment fund
managed by RREEF Management L.L.C., a subsidiary of
Deutsche Bank Asset Management
CALL PROTECTION/
LOCKOUT: (2) Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 6 months prior to maturity.
LOAN/SF: (1) $134
UP-FRONT RESERVES: TI/LC: $26,034,635 (3)
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes, insurance, replacement
reserves and TI/LC (3)
TI/LC Reserve Account (3)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED/
MEZZANINE DEBT: Teachers Insurance and Annuity Association of America
holds a $45,000,000 junior loan secured by the same
mortgaged property ("B Note").
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE
ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: CBD Office
PROPERTY LOCATION: Chicago, Illinois
OCCUPANCY: 91.5%
OCCUPANCY AS OF
DATE: January 1, 2003
YEAR BUILT: 2001
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a 51-story, Class A office
building containing approximately 1,343,692 square
feet located at the northeast corner of the
intersection of North Wacker Drive and West Madison
Street in the West Loop submarket of Chicago's
Central Business District.
PROPERTY MANAGEMENT: Buck Management Group LLC
APPRAISED VALUE: $422,000,000
APPRAISAL VALUE
DATE: November 1, 2002
CUT-OFF DATE LTV:(1) 42.7%
AGGREGATE CUT-OFF
DATE LTV: 53.3%
BALLOON LTV: (1) 37.0%
U/W NOI: $28,966,769
U/W NCF: $27,671,073
CURRENT ANNUAL DEBT
SERVICE: (1) $11,773,548 (based on P&I payment)
U/W NOI DSCR: (1) 2.46x (based on P&I payment)
AGGREGATE U/W NOI
DSCR: 1.95x (based on aggregate P&I payment)
U/W NCF DSCR: (1) 2.35x (based on P&I payment)
AGGREGATE U/W NCF 1.86x (based on aggregate P&I payment) DSCR:
- --------------------------------------------------------------------------------
(1) The $180,000,000 loan represents the senior A Note portion of a
$225,000,000 loan. Only the A Note is part of the trust fund. All LTV and
DSCR numbers in this table are based on the A Note only, unless otherwise
noted.
(2) Defeasance of the A Note is only permitted if the B Note is simultaneously
prepaid and/or defeased in full. Prepayment of the A Note is only permitted
if the B Note is simultaneously prepaid in full.
(3) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-7
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The second largest loan (the "One North Wacker Loan"),
representing approximately 10.9% of the initial pool balance, is an "A Note"
with a Cut-Off Date principal balance of $180,000,000. The One North Wacker Loan
is a 10-year balloon loan that has a maturity date of November 1, 2012 and
provides for payments of interest only for the first 24 months, followed by
monthly payments of principal and interest based on a 30-year amortization
schedule. The One North Wacker Loan is secured by, among other things, a
mortgage and security agreement encumbering the Borrower's fee ownership
interest in the One North Wacker Property, as well as an assignment of the
Borrower's interest in the rents and leases associated with the One North Wacker
Property. For the purposes of this securitization, this loan is expected to be
rated investment grade by S&P and Fitch.
The B Note secured by the same mortgage that secures the A Note is held by
Teachers Insurance and Annuity Association of America and has a Cut-Off Date
principal balance of $45,000,000. The B Note is not part of the trust fund. For
a discussion of the intercreditor arrangements relating to the A Note and the B
Note, see "Description of the Mortgage Pool--AB Mortgage Loans" in the
prospectus supplement.
The Borrower. The Borrower under the One North Wacker Loan, One North
Wacker Drive Chicago, L.P., is a Delaware limited partnership that is a special
purpose, bankruptcy remote entity, sponsored by ONW Chicago LLC, an entity
managed by RREEF Management L.L.C., which is a subsidiary of Deutsche Bank Asset
Management. RREEF Management L.L.C., founded in 1975, is a full-service real
estate investment advisor with $17.6 billion of assets under management.
The Property. The One North Wacker property (the "One North Wacker
Property") consists of a 51-story, Class A office building containing
approximately 1,343,692 square feet located at the northeast corner of the
intersection of North Wacker Drive and West Madison Street in the West Loop
submarket of the Chicago, Illinois Central Business District. Entrances to
Chicago's primary commuter rail stations, Northwestern and Union Stations are
located one block west of the Property's Wacker Drive entrance and the Chicago
Transit Authority's light rail rapid transit system is located one block east of
the Property's Franklin Street entrance.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the One North Wacker Property:
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-8
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
CREDIT RATING
OF PARENT
COMPANY ANNUALIZED % OF TOTAL
(FITCH/MIS/ ANNUALIZED BASE RENT ANNUALIZED LEASE
TENANT S&P) GLA % OF GLA BASE RENT (PSF) BASE RENT EXPIRATION
- ----------------------------- ------------- --------- -------- ------------- ---------- ---------- ----------
UBS AG AAA/Aa2/AA 452,049 33.6% $ 11,526,022 $ 25.50 39.7% 9/30/12
PriceWaterhouse Coopers (1) NR 230,066 17.1% $ 4,520,797 $ 19.65 15.6% 10/31/13
Citadel Investment Group (2) NR 161,488 12.0% $ 4,360,176 $ 27.00 15.0% 11/30/12
Options Clearing Corp NR/NR/AAA 105,226 7.8% $ 2,051,906 $ 19.50 7.1% 1/31/14
Adams Street Partners NR 40,504 3.0% $ 972,096 $ 24.00 3.3% 9/30/12
Merrill Lynch AA-/Aa3/A+ 42,250 3.1% $ 971,750 $ 23.00 3.3% 2/28/15
General Reinsurance Corp NR/Aaa/NR 34,229 2.5% $ 753,038 $ 22.00 2.6% 4/30/13
Lend Lease Real Estate NR/NR/A- 35,031 2.6% $ 721,639 $ 20.60 2.5% 11/30/06
Investments
Willis Stein Partners NR 22,180 1.7% $ 621,040 $ 28.00 2.1% 2/28/12
L.E.K. Consulting NR 15,134 1.1% $ 434,346 $ 28.70 1.5% 9/30/07
TOTAL/WTD. AVG. LARGEST 1,138,157 84.7% $ 26,932,809 $ 23.66 92.8%
--------- -------- ------------- ---------- ----------
TENANTS
Remaining Tenants 91,065 6.8% $ 2,087,636 $ 22.92 7.2%
Vacant Space 114,470 8.5%
--------- -------- ------------- ---------- ----------
TOTAL/WTD. AVG. ALL 1,343,692 100.0% $ 29,020,445 $ 23.61 100.0%
- ----------
<FN>
(1) PriceWaterhouse Coopers leases a total of 230,066 square feet and has taken
occupancy of the entire space. However, the tenant is currently paying $2.3
million of base rent on 120,066 square feet and has a free base rent period
on the remaining 110,000 square feet (rent commences in January 2004).
(2) Citadel Investment Group never took occupancy and is marketing the space
for sublease. Citadel Investment Group has subleased 71.5% of its space as
of the Cut-Off Date. See "Citadel" below.
</FN>
Lease Expiration. The following table shows the lease expiration schedule
for the One North Wacker Property:
LEASE EXPIRATION SCHEDULE
% OF TOTAL ANNUALIZED
YEAR ENDING % OF TOTAL CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- --------------------------- ------------ ---------- ------------ ------------- ---------- ------------
2003 0 0.0% 0.0% $ 0 0.0% $ 0.00
2004 0 0.0 0.0% 0 0.0 $ 0.00
2005 0 0.0 0.0% 0 0.0 $ 0.00
2006 37,781 2.8 2.8% 721,639 2.5 $ 19.10
2007 67,579 5.0 7.8% 1,755,939 6.1 $ 25.98
2008 5,748 0.4 8.3% 112,086 0.4 $ 19.50
2009 13,128 1.0 9.2% 270,069 0.9 $ 20.57
2010 0 0.0 9.2% 0 0.0 $ 0.00
2011 0 0.0 9.2% 0 0.0 $ 0.00
2012 686,303 51.1 60.3% 17,703,222 61.0 $ 25.80
2013 264,295 19.7 80.0% 5,273,835 18.2 $ 19.95
2014 105,226 7.8 87.8% 2,051,906 7.1 $ 19.50
2015 42,250 3.1 91.0% 971,750 3.3 $ 23.00
2016 & thereafter 6,912 0.5 91.5% 160,000 0.6 $ 23.15
Vacant 114,470 8.5 100.0% 0 0.0 $ 0.00
------------ ---------- ------------- ----------
TOTAL/WTD. AVG. 1,343,692 100.0% $ 29,020,445 100.0% $ 23.61
============ ========== ============= ==========
Reserves. Springing reserves for taxes, insurance, replacement reserves and
TI/LCs are triggered if NOI based on quarterly annualized trailing twelve months
falls below 75% of NOI at origination. At origination the Borrower was also
required to fund the TI/LC reserve in an amount equal to $26,034,635 to cover
the unfunded cost of tenant improvements and leasing commissions associated with
certain existing tenants. Additionally, in the event that certain major tenants
either terminate or elect not to renew
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-9
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
their leases, the Borrower will be required to fund the TI/LC reserve in the
amount of $40 psf with respect to such terminated or expiring lease. See also,
"Citadel" and "Master Lease" below.
Citadel. Citadel Investment Group ("Citadel"), a tenant leasing 161,488 sq.
ft. has not taken occupancy of the leased space and is marketing the space for
sublease. In connection with this unoccupied space $7,216,229 was funded into
the TI/LC reserve at origination as described in "Reserves" above. Additionally,
Citadel posted a $5.96 million letter of credit to the Borrower as credit
support for its rental obligations, and the Borrower made an unperfected pledge
to the lender of its rights under such letter of credit. The Borrower is
required to remit directly into the TI/LC reserve any amounts drawn by or on
behalf of the Borrower under the letter of credit for application toward TI/LC
costs incurred in connection with a replacement lease of the space currently
leased by Citadel.
Master Lease. At origination, the Borrower, as lessor, entered into a
master lease for approximately 112,341 sq. ft. of vacant space at the One North
Wacker Property with One North Wacker Venture, L.L.C., the seller of the One
North Wacker Property, as lessee (the "Seller") for a period of up to two years.
At the same time, the Seller deposited $8,750,000, the aggregate amount of all
rental obligations due under the Master Lease, into an escrow account from which
rental payments are remitted to the Borrower on a monthly basis. If, prior to
the second anniversary of the origination of the One North Wacker Loan, (1)
funding of the springing reserves is triggered as described in "Reserves" above,
or (2) there is an event of default under the loan, or (3) there is a monetary
or other material default by Citadel under its lease, all amounts which would
otherwise be remitted to the Borrower, as described in the preceding sentence,
shall instead be remitted into the TI/LC reserve for application toward TI/LC
costs incurred in connection with a replacement lease of the space currently
leased by Citadel.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance and coverage for terrorism and acts of terrorism. However,
the terrorism insurance coverage is subject to a coverage amount equal to the
lesser of (1) the insurable value of the One North Wacker Property and (2) $200
million, provided that the maximum premium is $2.25 million per year (increased
5% annually). If the cost of terrorism coverage is more than this capped
premium, the Borrower is only required to maintain terrorism coverage in the
amount of coverage as may be obtained for such maximum premium of $2.25 million
per year (increased 5% annually). Currently, the One North Wacker Property is
covered for $225 million of terrorism insurance.
Lockbox; Sweep of Excess Cash Flow. In connection with the origination of
the One North Wacker Loan, the Borrower was required to establish a lockbox into
which the Borrower is required to deposit, or cause to be deposited, all rents
and other revenue from the One North Wacker Property which is swept daily to the
Borrower. Upon the occurrence of (1) an event of default under the loan or (2)
Borrower's NOI based on quarterly annualized trailing twelve months falls below
75% of NOI at origination, all amounts on deposit in the lockbox account will be
used to pay any required reserves and other amounts due under the One North
Wacker Loan prior to being remitted to the Borrower.
Mezzanine Loan. None permitted.
Additional Debt. Teachers Insurance and Annuity Association of America
holds a B Note in the original principal amount of $45,000,000, secured by the
same mortgage that secures the A Note. For a discussion of the intercreditor
arrangements relating to the A Note and B Note, see "Description of the Mortgage
Pool--AB Mortgage Loans" in the prospectus supplement. In addition, the borrower
is permitted to incur customary trade payables to the extent that they do not
exceed 2% of the original loan balance in the aggregate.
Permitted Transfers. The One North Wacker Borrower may transfer all of the
collateral securing the One North Wacker Loan (subject to a satisfactory
assumption agreement) to a single-purpose entity that is controlled by (1)
Deutsche Bank, A.G., or (2) a closed-end or open-end fund (including Chicago
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-10
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
PremiumInvest L.P.) managed by Deutsche Bank A.G. or an affiliate of Deutsche
Bank A.G., or (3) DB Real Estate Management GmbH, or (4) certain institutions
that are regularly engaged in the business of owning and operating office
properties in major metropolitan areas and that meet certain minimum asset and
other requirements, or (5) certain persons or institutions for which rating
agency confirmation is received.
In addition, equity interests in the Borrower may be transferred, provided
that after any such transfer, the entities listed in (1) through (5) in the
preceding sentence, either individually or in the aggregate, continue to own
more than 50% of the direct or indirect equity interests in, and rights to
distributions from, the Borrower and each of the Borrower's general partners.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-11
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
SUNVALLEY MALL
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $135,000,000 $134,691,998
% OF POOL BY UPB: 8.2%
ORIGINATION DATE: December 9, 2002
COUPON: 5.67%
INTEREST ACCRUAL: Actual / 360
TERM: 118 months to Anticipated Repayment Date
AMORTIZATION: 30 years
OWNERSHIP INTEREST: Fee Simple and Leasehold
PAYMENT DATE: 1st of the month
ARD/MATURITY DATE: November 1, 2012/November 1, 2032(1)
SPONSOR: Taubman Realty Group
CALL PROTECTION/LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF:(2) $135
UP-FRONT RESERVES: TI/LC: $2,468,640(2)
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes, insurance, replacement
reserves and TI/LC(3)
Ground Lease Reserve(3)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED /
MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Regional Mall
PROPERTY LOCATION: Concord, California
MALL SHOP OCCUPANCY: 94.1%
MALL SHOP SALES PSF $408
MALL SHOP OCCUPANCY COST 14.6%
OCCUPANCY AS OF DATE: September 12, 2002
YEAR BUILT: 1967
YEAR RENOVATED: 1990-1991
COLLATERAL: The collateral consists of a super-regional shopping
mall containing 503,925 mall shop sq ft and is
anchored by JC Penney, Sears, Macy's, Macy's Men and
Mervyn's. Total owned GLA (not including Macy's which
owns its improvements but ground leases the anchor
pad from the borrower) is 1,001,014 while total GLA
of the mall is 1,445,115 sq ft.
PROPERTY MANAGEMENT: The Taubman Company, LLC
APPRAISED VALUE: $216,000,000
APPRAISAL VALUE DATE: October 14, 2002
CUT-OFF DATE LTV: 62.4%
BALLOON LTV: 52.7%
U/W NOI: $19,860,595
U/W NCF: $18,950,763
CURRENT ANNUAL DEBT
SERVICE: $9,371,712
U/W NOI DSCR: 2.12x
U/W NCF DSCR: 2.02x
- --------------------------------------------------------------------------------
(1) The Anticipated Repayment Date is November 1, 2012. The scheduled maturity
date of the loan, if not repaid on the Anticipated Repayment Date, is
November 1, 2032.
(2) Does not include Macy's ground lease.
(3) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-12
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The third largest loan (the "Sunvalley Mall Loan"), representing
approximately 8.2% of the initial pool balance, with a Cut-Off Date principal
balance of $134,691,998, is a 358-month loan that has a maturity date of
November 1, 2032 and provides for monthly payments of principal and interest
based on a 30-year amortization schedule. The Sunvalley Mall Loan has an
Anticipated Repayment Date of November 1, 2012. After the Anticipated Repayment
Date, any principal outstanding on that date will accrue interest at an
increased interest rate, equal to the greater of 10.67% or the then current
treasury rate plus 5%. The Sunvalley Mall Loan is secured by, among other
things, a fee and leasehold deed of trust encumbering the Borrower's fee and
leasehold interest in the Sunvalley Mall Property, assignment of rents, security
agreement and fixture filing encumbering the Borrower's fee and leasehold
interest in the Sunvalley Mall Property. For the purposes of this
securitization, this loan is expected to be rated investment grade by S&P and
Fitch.
The Borrower. The Borrower under the Sunvalley Mall Loan, Sunvalley
Shopping Center LLC, is a Delaware limited liability company that is a special
purpose, bankruptcy remote entity, sponsored by The Taubman Realty Group Limited
Partnership. Taubman Realty Group owns, develops, acquires and operates regional
shopping centers nationally. Taubman Realty Group currently owns and/or manages
30 urban and suburban regional and super regional shopping centers in 13 states.
The Property. The Sunvalley Mall property (the "Sunvalley Mall Property")
is a 1,445,115 sq. ft. GLA regional mall of which 1,001,014 sq. ft. GLA are part
of the collateral located in Concord, California and anchored by Sears, J.C.
Penney, Macy's, Macy's Men and Mervyn's. Sears is separately owned and is not
part of the collateral and Macy's owns its improvements but ground leases the
anchor pad from the borrower. The property consists of a two-level enclosed
regional mall located at the Northwest corner of Willow Pass Road and Interstate
680.
Major Tenant Summary. The following tables show certain information
regarding the anchor department stores and five largest mall shops of the
Sunvalley Mall Property:
ANCHOR TENANTS
CREDIT RATING OF
PARENT COMPANY COLLATERAL OPERATING COVENANT
ANCHOR PARENT COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- ------------------ ------------------------ ---------------- -------------- ------------ ----------------------
Sears Sears BBB+/Baa1/A- 240,869 No Expired
J.C. Penney JC Penney BB+/Ba3/BBB- 215,769 Yes Expired
Macy's Federated Dept Stores BBB+/Baa1/BBB+ 203,232 Yes (1) Expired
Macy's Men Federated Dept Stores BBB+/Baa1/BBB+ 180,000 Yes 8/31/14
Mervyn's Target Corporation A/A2/A+ 77,560 Yes 7/31/06
Longs Drugs Longs Drug Store Corp NR 23,760 Yes 1/31/19
TOTAL/WTD. AVG. 941,190
- ----------
<FN>
(1) Only the fee interest in the borrower's interest as lessor under the ground
lease are part of the collateral.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-13
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
FIVE LARGEST MALL SHOPS BASED ON ANNUALIZED BASE RENT
CREDIT RATING % OF
OF PARENT TOTAL
COMPANY ANNUALIZED ANNUALIZED ANNUAL
(FITCH/MIS/ % OF TOTAL ANNUALIZED BASE BASE RENT SALES LEASE
TENANT S&P) GLA GLA BASE RENT RENT (PSF) (PSF) (3) EXPIRATION
- ------------------ ------------ ---------- ---------- ----------- ---------- ---------- --------- ----------
Copeland Sports NR 52,000 10.3% $850,000 5.0% $16.35 $173 1/31/2015
24 Hour Fitness NR 31,774 6.3% $800,000 4.7% $25.18 $N/A 1/31/2013
Express/Lerner NR/Baa1/BBB+ 13,224 2.6% $362,378 2.1% $27.40 $363 1/31/2013
Gap/Gap Kids BB-/Ba2/BB+ 10,029 2.0% $340,986 2.0% $34.00 $448 7/31/2003
Champs Sports NR/Ba3/BB+ 5,282 1.0% $300,017 1.7% $56.80 $620 1/31/2013
---------- ---------- ----------- ---------- ----------
TOTAL/WTD. AVG. 112,309 22.3% 2,653,381 15.5% 23.63
Remaining Tenants (1) 361,764 71.8% $14,504,237 84.5% 40.09
Vacant Space 29,852 5.9% -- -- --
---------- ---------- ----------- ---------- ----------
TOTAL/WTD. AVG. (2) 503,925 100.0% $17,157,618 100.00% $36.19
- ----------
<FN>
(1) Includes restaurants, pads and storage.
(2) Excludes anchor tenants.
(3) Trailing 12 months ending 9/30/2002 sales per square foot.
</FN>
Lease Expiration. The following table shows the lease expiration schedule
for the Sunvalley Mall Property:
LEASE EXPIRATION SCHEDULE
(EXCLUDES ANCHORS)
% OF TOTAL ANNUALIZED
YEAR ENDING % OF CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA TOTAL GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- --------------------------- ------------ ------------ ------------ ---------------- -------------- ------------
Month to Month (1) 5,162 1.0% 1.0% $ 147,070 0.9% $ 28.49
2003 24,361 4.8 5.9% 1,060,983 6.2 $ 43.55
2004 12,735 2.5 8.4% 953,626 5.6 $ 74.88
2005 39,106 7.8 16.1% 1,476,435 8.6 $ 37.75
2006 14,402 2.9 19.0% 818,918 4.8 $ 56.86
2007 47,165 9.4 28.4% 2,095,693 12.2 $ 44.43
2008 23,954 4.8 33.1% 887,557 5.2 $ 37.05
2009 26,452 5.2 38.4% 1,219,144 7.1 $ 46.09
2010 44,015 8.7 47.1% 1,766,425 10.3 $ 40.13
2011 60,628 12.0 59.1% 2,070,855 12.1 $ 34.16
2012 36,359 7.2 66.3% 1,234,125 7.2 $ 33.94
2013 50,752 10.1 76.4% 1,504,467 8.8 $ 29.64
2014 11,242 2.2 78.6% 422,890 2.5 $ 37.62
2015 64,022 12.7 91.4% 999,430 5.8 $ 15.61
2016 & Thereafter 13,718 2.7 94.1% 500,000 2.9 $ 36.45
Vacant 29,852 5.9 100.0% 0 0.0 $ 0.00
------------ ------------ ---------------- --------------
TOTAL/WTD. AVG. 503,925 100.0% $ 17,157,618 100.0% $ 36.19
============ ============ ================ ==============
- ----------
<FN>
(1) Leases expiring prior to 3/1/2003.
</FN>
Reserves. At origination, the TI/LC reserve was funded in the amount of
$2,468,640 to cover the cost of tenant improvements associated with certain
tenants. Springing reserves for taxes, insurance, TI/LCs and replacements are
required upon the occurrence of (1) an event of default under the loan, (2) a
failure to pay the outstanding principal balance of the Sunvalley Loan at the
Anticipated Repayment Date or (3) the debt service coverage ratio, as calculated
pursuant to the loan documents, is less than 1.71x, as tested quarterly (a
"Sunvalley DSCR Trigger"); provided that if the reserves are triggered as a
result of a failure to meet the required debt service coverage ratio and the
debt service coverage ratio has increased to an amount not less than 110% of the
debt service coverage ratio at the time of the Sunvalley DSCR Trigger but not
less than 1.81x for 2 consecutive quarters (a "Sunvalley Lockbox Termination
Event"), the
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-14
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Borrower will no longer be required to make the reserve payments and funds in
the account will be released to the Borrower. Upon the occurrence of a Sunvalley
DSCR Trigger, the Borrower is required to make monthly deposits of (1) $40,000
into the ongoing TI/LC reserve and (2) the sum of (a) $8,333 plus (b) $0.20 psf
for owned anchor square footage to the extent vacant or not leased, divided by
12, into the replacements reserve. Additionally, the Borrower is required to
fund a ground lease reserve on a monthly basis, in an amount equal to 1/12th of
all additional rent due under the ground lease based upon the amount set forth
in the annual budget of the Borrower. See "Ground Lease" below.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance and coverage for terrorism and acts of terrorism; provided
that the Borrower may maintain the terrorism coverage through a blanket policy
with a required deductible not in excess of $500,000 if the Rating Agencies
confirm in writing that maintaining the coverage through a blanket policy will
not result in a downgrade, qualification or withdrawal of the then current
ratings assigned to the Certificates. The blanket policy deductible may be in a
higher amount if the Borrower provides a letter of credit to the lender in an
amount equal to the difference between the actual deductible and the required
deductible for terrorism insurance to be drawn upon by lender to pay amounts
that would have been paid by the issuer of the blanket policy if the required
deductible for terrorism had been maintained. Notwithstanding the foregoing, the
Borrower is only required to maintain terrorism coverage in the amount of
coverage as may be obtained at a cost equal to (1) for the first four years
after the one year anniversary of the origination date, 150% of the cost of the
terrorism coverage required as of the origination date and (2) commencing with
the sixth year after the origination date, 200% of the cost of the terrorism
coverage required as of the origination date.
Lockbox; Sweep of Excess Cash Flow. In connection with the origination of
the Sunvalley Mall Loan, the Borrower was required to establish a lockbox into
which the Borrower is required to deposit, or cause to be deposited, all rents
and other revenue from the Sunvalley Mall Property which is swept daily to the
Borrower. Upon the occurrence of (1) an event of default under the loan, (2) a
failure to pay the outstanding principal balance of the Sunvalley Loan at the
Anticipated Repayment Date or (3) a Sunvalley DSCR Trigger until the cure of the
event of default or a Sunvalley Lockbox Termination Event all amounts on deposit
in the lockbox account will be used to pay any required reserves and other
amounts due under the Sunvalley Mall Loan prior to being remitted to the
Borrower. After the Anticipated Repayment Date, all excess cash flow remaining
in the lockbox account after payment of the monthly debt service, any required
reserves and other amounts due under the Sunvalley Mall Loan and cash expenses
of the Borrower will be used to hyperamortize the outstanding principal balance
of the loan. Additionally, if the debt service coverage ratio, as calculated
pursuant to the loan documents, is less than 1.10x, as tested quarterly, all
amounts in the lockbox account after payment of the monthly debt service,
required reserves, approved capital and operating expenses of the Borrower and
certain other expenses are required to be held as additional collateral for the
Sunvalley Mall Loan or used to pay operating expenses approved by the lender or
sums due under the loan documents and will not be released to the Borrower until
the debt service coverage ratio, as calculated pursuant to the loan documents,
is greater than 1.15x for two consecutive calendar quarters.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except (1) unsecured debt not exceeding
$3,500,000 (excluding amounts payable to the ground lessor under the ground
lease and amounts payable to tenants for tenant improvements, tenant allowances
or similar payments), incurred in the ordinary course of business relating to
the ownership and operation of the Sunvalley Mall Property and (2) debt incurred
in the ordinary course of business in connection with the financing of fixtures,
equipment or personal property at the Sunvalley Mall Property which may not
exceed $3,000,000.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-15
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Permitted Transfers. Transfers of the Sunvalley Mall Property (subject to a
satisfactory assumption agreement) or of the direct membership interests in the
Borrower are permitted upon rating agency confirmation to (1) certain entities
that meet net worth and other requirements set forth in the loan documents (or
any other entity upon rating agency confirmation) or (2) entities controlled,
and 50% owned, directly or indirectly, by The Taubman Realty Group Limited
Partnership. Transfers (but not pledges or other encumbrances) of the direct or
indirect ownership interests in Borrower are permitted if, after giving effect
to such transfer, the Borrower is controlled, and at least 50% owned, directly
or indirectly, by (1) certain entities that meet net worth and other
requirements set forth in the loan documents, (2) entities controlled, and at
least 50% owned, directly or indirectly, by The Taubman Realty Group Limited
Partnership or (3) The Taubman Realty Group Limited Partnership (collectively,
"Sunvalley Transferees"); provided that this will not restrict the transfer of
interests in The Taubman Realty Group Limited Partnership, any Sunvalley
Transferees or any other entity so long as, among other things, at least 50% of
the direct and/or indirect ownership interests in Borrower are owned by a
Sunvalley Transferee and the Borrower is controlled by a Sunvalley Transferee.
Notwithstanding the foregoing, as a result of the conviction of A. Alfred
Taubman (who, through various trusts, has a 50% interest in the Sunvalley Mall
Property and the right to veto any major decision regarding the Sunvalley Mall
Property) in December 2001 for violation of the Sherman Anti-Trust Act in
connection with the price-fixing involving Sotheby's and Christie's, the lender
required, and the loan documents provide that (1) A. Alfred Taubman may not at
any time hold more than 50% of the direct or indirect equity interests in, or
rights to distribution, from the Borrower (excluding his direct or indirect
ownership interests in The Taubman Realty Group Limited Partnership), and may
not be the managing general partner, directly or indirectly, of the managing
member of the Borrower and (2) if A. Alfred Taubman has the right to be the
managing general partner of the managing member of the Borrower, he is required
to cause an entity wholly owned and controlled by Robert Taubman or, in the
event of Robert Taubman's death or disability, William S. Taubman, to be the
managing partner of managing member of the Borrower.
Ground Lease. A majority portion of the Sunvalley Mall Property is leased
by the Borrower pursuant to a ground lease that expires on October 29, 2061. The
ground lease provides for annual base rental payments of $72,000 per year and
additional rent in an amount generally equal to the amount by which 8.5% of base
rent and percentage rent from tenants occupying less than 100,000 square feet of
floor area exceeds $50,000. In connection with a prior mortgage financing, the
ground lessor and the mortgagee of the prior financing entered into a mortgagee
protection agreement which has been assigned to the mortgagee of the Sunvalley
Mall Loan providing, among other things, for certain leasehold mortgagee
protections not provided in the Ground Lease, including the right to receive a
new ground lease in the event of a termination of the Ground Lease. However, in
the event the mortgage is foreclosed, the mortgagee protection agreement will no
longer be in effect and the benefits provided in the mortgagee protection
agreement would not be available to any mortgagee of the purchaser of the
Sunvalley Mall Property at foreclosure or any subsequent purchaser. See "Risk
Factors-Ground Leases and Other Leasehold Interests" in the prospectus
supplement.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-16
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
BRIDGEWATER COMMONS MALL
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: (1) $117,500,000 $117,223,768
% OF POOL BY UPB: 7.1%
ORIGINATION DATE: December 9, 2002
COUPON: (1) 5.13%
INTEREST ACCRUAL: 30 / 360
TERM: 120 months
AMORTIZATION: Monthly amortization based on a 30-year amortization
schedule
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: January 1, 2013
SPONSOR: (2) Four State Properties, LLC (The Rouse Company 35%, JP
Morgan Fleming Asset Management 32.5%, New York State
Teachers' Retirement System 32.5%)
CALL PROTECTION/
LOCKOUT: (3) Defeasance permitted 2 years from the date of
securitzation with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: (1) $219
UP-FRONT RESERVES: None
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes, insurance, replacement
reserves and TI/LCs (4)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED /
MEZZANINE DEBT: Teachers Insurance and Annuity Association of America
holds a junior loan with a Cut-Off Date principal
balance of $32,432,231 secured by the same mortgaged
property ("B Note").
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Regional Mall
PROPERTY LOCATION: Somerset County, New Jersey
MALL SHOP OCCUPANCY: 94.9%
MALL SHOP SALES PSF $583
MALL SHOP OCCUPANCY COST 13.4%
OCCUPANCY AS OF DATE: October 18, 2002
YEAR BUILT: 1988
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a super-regional shopping
mall containing total gross leasable area of 887,057
sq ft including 146 specialty stores, a 7-screen AMC
Theater and a 14-merchant food court. The mall is
anchored by Macy's and Lord & Taylor, which are
separately owned and not part of the collateral, and
Bloomingdale's, which is part of the collateral.
Total owned gross leasable area is 534,706.
PROPERTY MANAGEMENT: Rouse Property Management, Inc.
APPRAISED VALUE: $255,000,000
APPRAISAL VALUE DATE: December 1, 2002
CUT-OFF DATE LTV: (1) 46.0%
AGGREGATE CUT-OFF DATE
LTV: 58.7%
BALLOON LTV: (1) 37.6%
U/W NOI: $21,116,689
U/W NCF: $20,533,569
CURRENT ANNUAL DEBT
SERVICE: (1) $7,681,608 (based on P&I payment)
U/W NOI DSCR: (1) 2.75x (based on P&I payment)
AGGREGATE U/W NOI DSCR: 2.12x (based on aggregate P&I payment)
U/W NCF DSCR: (1) 2.67x (based on P&I payment)
AGGREGATE U/W NCF DSCR: 2.06x(based on aggregate P&I payment)
- --------------------------------------------------------------------------------
(1) The $117,500,000 loan represents the senior A Note portion of a
$150,000,000 loan. Only the A Note is part of the trust fund. All LTV and
DSCR numbers in this table are based on the A Note, unless otherwise noted.
(2) Both the A Note and the B Note are non-recourse and do not contain any
carve-outs for which any person or entity other than the Borrower is
liable.
(3) Defeasance of the A Note is only permitted if the B Note is simultaneously
prepaid and/or defeased in full. Prepayment of the A Note is only permitted
if the B Note is simultaneously prepaid in full.
(4) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-17
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The fourth largest loan (the "Bridgewater Loan"), representing
approximately 7.1% of the initial pool balance, is an "A Note" with a Cut-Off
Date principal balance of $117,223,768. The Bridgewater Loan is a 10-year
balloon loan that has a maturity date of January 1, 2013 and provides for
monthly payments of principal and interest based on a 30-year amortization
schedule. The Bridgewater Loan is secured by, among other things, a mortgage and
security agreement encumbering the Borrower's fee ownership interest in the
Bridgewater Property as well as an assignment of the Borrower's interest in the
rents and leases associated with the Bridgewater Property. For the purposes of
this securitization, this loan is expected to be rated investment grade by S&P
and Fitch.
The B Note secured by the same mortgage that secures the A Note is held by
and serviced by Teachers Insurance and Annuity Association of America and has a
Cut-Off date principal balance of $32,432,231. The B Note is not part of the
trust fund. For a discussion of the intercreditor arrangements relating to the A
Note and the B Note, see "Description of the Mortgage Pool--AB Mortgage Loans"
in the prospectus supplement.
The Borrower. The Borrower under the Bridgewater Loan, Bridgewater Commons
Mall II, LLC, is a Delaware limited liability company that is a special purpose,
bankruptcy remote entity, sponsored by Four State Properties, LLC. Four State
Properties, LLC, is owned by The Rouse Company (35%), JP Morgan Fleming Asset
Management (32.5%), and New York State Teachers Retirement System (32.5%) and
owns, in addition to Bridgewater Commons Mall, Towson Towne Center in Towson,
Maryland, Fashion Place in Murray, Utah, and Park Meadows in Littleton,
Colorado.
The Property. The Bridgewater Commons Mall property (the "Bridgewater
Property") is a 887,057 sq. ft. GLA three-story, L-shaped super regional mall
anchored by Macy's, Lord & Taylor and Bloomingdale's and is located on a
triangle of land created by the intersection of Route 287, Routes 202/206 and
Route 22 in Somerset County, New Jersey. The Macy's and Lord & Taylor stores are
separately owned and not part of the collateral. The property contains
approximately 146 mall shops, a 14-merchant food court, a 7-screen AMC Theatres
cinema and 4,530 parking spaces. The shops include retailers such as Abercrombie
& Fitch, Ann Taylor, Banana Republic, Bose, Brooks Brothers, The Coach Store,
Talbots and Williams Sonoma.
Major Tenant Summary. The following tables shows certain information
regarding the anchor department stores and five largest mall shops of the
Bridgewater Property:
ANCHOR TENANTS
CREDIT RATING OF OPERATING
PARENT COMPANY COLLATERAL COVENANT
ANCHOR PARENT COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- ------------------ -------------------------------- ------------------ ----------- ----------- -----------------
Macy's Federated Dept Stores BBB+/Baa1/BBB+ 223,222 No Expired (2)
Bloomingdale's Federated Dept Stores BBB+/Baa1/BBB+ 150,525 Yes Expired (1)
Lord & Taylor May Department Store Company BBB+/A2/A 129,129 No Expired (2)
-----------
TOTAL 502,876
===========
- ----------
<FN>
(1) Expired 2/23/03, 10-year extension of operating covenant under negotiation.
(2) Expired 2/23/03.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-18
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
FIVE LARGEST MALL SHOPS BASED ON ANNUALIZED BASE RENT
CREDIT
RATING OF
PARENT ANNUAL
COMPANY % OF % OF ANNUALIZED SALES
(FITCH/MIS TOTAL ANNUALIZED ANNUALIZED BASE RENT (PSF) LEASE
TENANT S&P) GLA GLA(1) BASE RENT BASE RENT (PSF) (3) EXPIRATION
- -------------------------- ------------ -------- -------- ----------- ---------- ------------ ------ --------------
Sam Goody NR/B3/NR 3,252 0.8% $ 439,020 2.3% $ 135.00 $924 2/29/04
Express NR/Baa1/BBB+ 9,372 2.4% $ 431,112 2.3% $ 46.00 450 1/31/07
Abercrombie and Fitch NR 8,425 2.2% $ 379,125 2.0% $ 45.00 530 1/31/12
Talbots Accessories (1) NR 8,310 2.2% $ 323,152 1.7% $ 38.89 576 1/31/11
Lerner New York NR 6,540 1.7% $ 281,220 1.5% $ 43.00 311 Month to
Month
TOTAL/WTD. AVG. LARGEST MALL SHOPS 35,899 9.3% $ 1,853,629 9.8% $ 51.63
TENANTS
Remaining Mall Shops Tenants (2) 295,657 77.0% $16,389,838 87.0% $ 55.44
Vacant Mall Shops Space 19,612 5.1%
-------- -------- ----------- ---------- ------------
TOTAL/WTD. AVG. MALL SHOPS 351,168 91.4% $18,243,467 96.8%
-------- -------- ----------- ---------- ------------
AMC Theaters NR/Caa1/B 33,013 8.6% $ 594,234 3.2% $ 18.00 $121 7/27/03
-------- -------- ----------- ---------- ------------
TOTAL/WTD. AVG. ALL TENANTS (NON-ANCHOR) 384,181 100.0% $18,837,701 100.0% $ 51.67
- ----------
<FN>
(1) Includes all of tenant's SF (retail & storage).
(2) Includes storage, gross leases and food court.
(3) Trailing twelve months ending 9/30/2002 sales psf.
</FN>
Lease Expiration. The following table shows the lease expiration schedule
for the Bridgewater Mall Shops and Cinema:
LEASE EXPIRATION SCHEDULE
(EXCLUDES ANCHORS)
% OF TOTAL ANNUALIZED
YEAR ENDING EXPIRING CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, GLA % OF TOTAL GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ------------------------- -------- -------------- ------------ -------------- ---------- ------------
Month to Month (1) 17,547 4.6% 4.6% $ 800,493 4.2% $ 45.62
2003 59,873 15.6 20.2% 2,254,443 12.0 $ 37.65
2004 36,186 9.4 29.6% 2,323,834 12.3 $ 64.22
2005 26,669 6.9 36.5% 1,719,975 9.1 $ 64.49
2006 21,365 5.6 42.1% 1,508,557 8.0 $ 70.61
2007 50,313 13.1 55.2% 2,654,652 14.1 $ 52.76
2008 62,485 16.3 71.4% 3,054,501 16.2 $ 48.88
2009 20,030 5.2 76.6% 946,032 5.0 $ 47.23
2010 3,365 0.9 77.5% 268,704 1.4 $ 79.85
2011 20,986 5.5 83.0% 891,619 4.7 $ 42.49
2012 36,024 9.4 92.4% 1,899,299 10.1 $ 52.72
2013 9,726 2.5 94.9% 515,592 2.7 $ 53.01
2014 0 0.0 94.9% 0 0.0 $ 0.00
2015 0 0.0 94.9% 0 0.0 $ 0.00
2016 & thereafter 0 0.0 94.9% 0 0.0 $ 0.00
Vacant 19,612 5.1 100.0% 0 0.0 $ 0.00
-------- -------------- -------------- ---------- ------------
TOTAL/WTD. AVG. 384,181 100.0% $ 18,837,701 100.0% $ 51.67
======== ============== ============== ========== ============
- ----------
<FN>
(1) Leases expiring prior to 03/01/2003.
</FN>
Reserves. Springing reserves for taxes, insurance, replacement reserves and
TI/LCs are triggered if the Borrower's NOI based on the trailing twelve months
falls below 75% of its NOI at origination. See "Lockbox; Sweep of Excess Cash
Flow" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-19
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance and coverage for terrorism and acts of terrorism. The
Borrower is required to carry (1) $100 million in coverage for terrorism if
insured under a blanket policy, or (2) the greater of $100 million in coverage
or that amount of coverage that can be purchased for $350,000 (to be increased
5% each year, the "Terrorism Premium Threshold"), if insured under a
single-property policy; provided, however, the Borrower will not be required to
pay more than 150% of the Terrorism Premium Threshold for terrorism coverage in
any one year (even if the amount of coverage that can be purchased is less than
$100 million). Currently the Borrower has a total of $500 million of coverage
for terrorism pursuant to a blanket policy.
Lockbox; Sweep of Excess Cash Flow. In connection with the origination of
the Bridgewater Loan, the Borrower was required to establish a lockbox into
which the Borrower is required to deposit, or cause to be deposited, all rents
and other revenue from the Bridgewater Property which are swept daily to the
Borrower. Upon the occurrence of (1) an event of default under the loan or (2)
Borrower's NOI falls below 75% of its NOI at origination, all amounts on deposit
in the lockbox account will be used to pay any required reserves and monthly
debt service then due under the Bridgewater Loan prior to being remitted to the
Borrower.
Mezzanine Loan. None permitted.
Additional Debt. Teachers Insurance and Annuity Association of America
holds a B Note with a Cut-Off date principal balance of $32,432,231. For a
discussion of the intercreditor arrangements relating to the A Note and B Note,
see "Description of the Mortgage Pool--AB Mortgage Loans" in the prospectus
supplement. In addition, the Borrower is permitted to incur customary trade
payables not to exceed 3% of the original loan amount in the aggregate.
Overage Rent Payment Obligation. Pursuant to a 1997 revised purchase and
sale agreement for the land, the developer or subsequent owner is obligated to
pay (on a quarterly basis) to the Township of Bridgewater an annual overage of
15% of rents collected (other than from department stores) exceeding
$11,731,250, and 15% above a per kiosk base rent amount of $23,761 per annum.
This obligation runs in perpetuity and is not secured by the land.
Permitted Transfers. The Borrower may transfer all of the collateral
securing the Bridgewater Loan to a single-purpose entity that is controlled by
(1) The Rouse Company, or (2) any pension fund or investment fund managed by
either J.P. Morgan Investment Management Inc. or another subsidiary of J.P.
Morgan Chase & Co., provided that such funds in the aggregate do not at any time
own more than 32.5% of the direct or indirect interests in the Borrower (unless
such funds meet certain financial requirements), or (3) the New York State
Teachers' Retirement System, or (4) certain institutions that are regularly
engaged in the business of owning and operating regional shopping malls and that
meet certain minimum asset and other requirements, or (5) certain persons or
institutions for which rating agency confirmation is received.
In addition, equity interests in the Borrower may be transferred, provided
that after any such transfer, the entities listed in (1) through (5) in the
preceding sentence, either individually or in the aggregate (a) continue to own
50% or more of the direct or indirect equity interests in, and the right to at
least 50% of the distributions from, the Borrower, and (b) possess, either
directly or indirectly, the power to direct the management or policies of the
Borrower.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-20
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
PROVO TOWN CENTRE & SPOKANE VALLEY MALL
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
Original Cut-Off Date
----------- ------------
BALANCE: $95,000,000 $94,802,853
% OF POOL BY UPB: 5.8%
ORIGINATION DATE: January 30, 2003
COUPON: 4.42%
INTEREST ACCRUAL: Actual / 360
TERM: 60 months
AMORTIZATION: Monthly amortization based on a 25-year amortization
schedule
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: February 1, 2008
SPONSOR: Price Development Company Limited Partnership (a
wholly-owned subsidiary of GGP Limited Partnership)
CALL PROTECTION/
LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: $88
UP-FRONT RESERVES: None
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes, insurance, replacement
reserves and TI/LC (1)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED/
MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: Regional Mall
PROPERTY LOCATION: Provo, Utah/ Spokane, Washington
MALL SHOP OCCUPANCY: 93.2%/86.6% (Provo/Spokane)
MALL SHOP SALES PSF: $252/$252 (Provo/Spokane)
MALL SHOP OCCUPANCY
COST: 13.6%/12.9% (Provo/Spokane)
OCCUPANCY AS OF DATE: December 20, 2002
YEAR BUILT: 1998/1997 (Provo/Spokane)
YEAR RENOVATED: N/A/2001 (Provo/Spokane)
COLLATERAL: The collateral consists of 2 regional shopping malls
containing a total GLA of 1,674,646 sq ft and total
owned GLA of 1,079,320 sq ft. Provo Towne Centre is
anchored by J.C. Penney, which is part of the
collateral, and Dillard's and Sears which are not
part of the collateral. Spokane Valley Mall is
anchored by J.C. Penney, which is part of the
collateral, and Sears and The Bon Marche which are
not part of the collateral.
PROPERTY MANAGEMENT: General Growth Management, Inc.
APPRAISED VALUE: $162,100,000
APPRAISAL VALUE DATE: January 14, 2003
CUT-OFF DATE LTV: 58.5%
BALLOON LTV: 51.6%
U/W NOI: $13,839,109
U/W NCF: $12,994,880
CURRENT ANNUAL DEBT
SERVICE: $6,284,836
U/W NOI DSCR: 2.20x
U/W NCF DSCR: 2.07x
- --------------------------------------------------------------------------------
(1) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-21
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The fifth largest loan (the "Provo/Spokane Loan"), representing
approximately 5.8% of the initial pool balance, with a Cut-Off Date principal
balance of $94,802,853, is a 5-year balloon loan that has a maturity date of
February 1, 2008 and provides for monthly payments of principal and interest
based on a 25-year amortization schedule. The Provo/Spokane Loan is secured by,
among other things, mortgages and security agreements encumbering the Borrowers'
fee ownership interest in the Provo/Spokane Properties as well as assignments of
the Borrowers' interests in the rents and leases associated with the
Provo/Spokane Property. For the purposes of this securitization, this loan is
expected to be rated investment grade by S&P and Fitch.
The Borrower. The Borrowers under the Provo/Spokane Loan, Provo Mall L.L.C.
and Spokane Mall L.L.C., each of which is a Delaware limited liability company
are special purpose, bankruptcy remote entities. The Borrowers are sponsored by
Price Development Company, Limited Partnership, a Maryland limited partnership
(a wholly-owned subsidiary of GGP Limited Partnership ("GGP")) having a 75%
ownership interest in the Borrowers (the remaining 25% is owned by JCP Realty,
Inc.). GGP is the second largest regional mall REIT in the country and owns,
developed, or operates over 150 regional shopping malls totaling 135 million sq.
ft. The Borrowers are jointly and severally liable for the debt.
The Property. The Provo/Spokane Loan is secured by two properties, the
Provo Towne Centre and the Spokane Valley Mall (the "Provo/Spokane Property").
The Provo Towne Centre, located at Interstate 15 and University Avenue in Provo,
Utah, contains 801,602 sq. ft. of GLA, and features approximately 100 mall
stores, a multiplex theater, and three anchor stores, Dillard's, Sears and J.C.
Penney. While the J.C. Penney store is owned by the Borrowers and forms part of
the collateral, each of the Dillard's and Sears stores are separately owned and
do not form part of the collateral. The total owned GLA of the Provo Towne
Centre is 460,973 sq. ft.
The Spokane Valley Mall, located at Interstate 90 and Sullivan Road in
Spokane, Washington, contains 873,044 sq. ft. of GLA, and features approximately
100 mall stores, a multiplex theater, an adjacent plaza with four big box
retailers, and three anchor stores, Sears, The Bon Marche and J.C. Penney. While
the J.C. Penney store is owned by the Borrowers and forms part of the
collateral, the Sears and The Bon Marche stores are separately owned and do not
form part of the collateral. The total owned GLA of the Spokane Valley Mall is
618,347 sq. ft.
Major Tenant Summary. The following tables shows certain information
regarding the anchor department stores and five largest mall shops of the Provo
Towne Centre:
ANCHOR TENANTS
OPERATING
CREDIT RATING OF PARENT COLLATERAL COVENANT
ANCHOR PARENT COMPANY COMPANY (FITCH/MIS/S&P) GLA INTEREST EXPIRATION
- ------------------ ------------------ ----------------------- ------------------ ---------- -----------
Dillard's Dillard's Inc. NR/Ba3/BB+ 206,240 No 8/4/2013
J.C. Penney J.C. Penney BB+/Ba3/BBB- 151,090 Yes 10/31/2018
Sears Sears BBB+/Baa1/A- 134,389 No 9/29/2013
------------------
TOTAL 491,719
==================
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-22
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
FIVE LARGEST MALL SHOPS BASED ON ANNUALIZED BASE RENT FOR PROVO TOWNE CENTRE
CREDIT RATING OF % OF % OF TOTAL ANNUALIZED ANNUAL
PARENT COMPANY TOTAL ANNUALIZED ANNUALIZED BASE RENT SALES (PSF) LEASE
TENANT (FITCH/MIS/S&P) GLA GLA BASE RENT BASE RENT (PSF) (1) EXPIRATION
- ---------------------------- ---------------- ------- ------ ------------- ---------- ---------- ----------- ----------
Champs Sports NR/Ba3/BB+ 6,196 2.0% $ 136,752 2.9% $22.07 $ 175 1/31/09
Lady / Kids FootLocker NR/Ba3/BB+ 5,108 1.6 112,376 2.4 $22.00 $ 110 1/31/09
FootLocker NR/Ba3/BB+ 5,074 1.6 111,628 2.4 $22.00 $ 156 1/31/09
KB Toys NR 4,239 1.4 101,736 2.2 $24.00 $ 175 12/31/08
American Eagle Outfitter NR 4,190 1.4 98,465 2.1 $23.50 $ 371 1/31/09
------- ------ ------------- ---------- ----------
TOTAL/WTD. AVG. LARGEST
MALL SHOPS TENANTS 24,807 8.0 560,957 12.0 $22.61
Remaining Mall Shops Tenants 185,527 59.9 3,063,093 65.5 $16.51
Vacant Mall Shops Space 21,199 6.8
------- ------ ------------- ----------
TOTAL/WTD. AVG. ALL MALL
SHOPS TENANTS 231,533 74.7 3,624,050 77.5
Cinemark Theaters Cinema NR 78,350 25.3 1,052,903 22.5 $13.44 $ 85 9/30/19
------- ------ ------------- ---------- ----------
TOTAL/WTD. AVG. ALL TENANTS
(NON-ANCHOR) 309,883 100.0% $ 4,676,952 100.0% $16.20
- ----------
<FN>
(1) Trailing twelve months ending 9/30/2002 sales psf.
</FN>
Lease Expiration. The following table shows the lease expiration schedule
for the Provo Towne Centre:
LEASE EXPIRATION SCHEDULE FOR PROVO TOWNE CENTRE
(EXCLUDES ANCHORS)
CUMULATIVE % OF TOTAL ANNUALIZED
EXPIRING % OF OF ANNUALIZED ANNUALIZED BASE RENT
YEAR ENDING DECEMBER 31, GLA TOTAL GLA TOTAL GLA BASE RENT BASE RENT (PSF)
- ---------------------------- -------- --------- ---------- ----------- ---------- ----------
2003 3,214 1.0% 1.0% $ 54,888 1.2% $ 17.08
2004 2,752 0.9 1.9% 117,579 2.5% $ 42.72
2005 10,160 3.3 5.2% 114,739 2.5% $ 11.29
2006 4,473 1.4 6.6% 71,568 1.5% $ 16.00
2007 10,350 3.3 10.0% 0 0.0% $ 0.00
2008 64,022 20.7 30.6% 1,495,259 32.0% $ 23.36
2009 55,294 17.8 48.5% 914,106 19.5% $ 16.53
2010 22,372 7.2 55.7% 265,928 5.7% $ 11.89
2011 7,711 2.5 58.2% 189,040 4.0% $ 24.52
2012 11,214 3.6 61.8% 69,656 1.5% $ 6.21
2013 3,791 1.2 63.0% 130,720 2.8% $ 34.48
2014 11,965 3.9 66.9% 160,568 3.4% $ 13.42
2015 0 0.0 66.9% 0 0.0% $ 0.00
2016 & thereafter 81,366 26.3 93.2% 1,092,903 23.4% $ 13.43
Vacant 21,199 6.8 100.0% 0 0.0% $ 0.00
-------- --------- ---------- ----------- ----------
TOTAL/WTD. AVG. 309,883 100.0% 4,676,952 100.0% $ 16.20
======== ========= =========== ==========
Major Tenant Summary. The following tables shows certain information
regarding the anchor department stores and five largest mall shops of the
Spokane Valley Mall:
ANCHOR TENANTS
OPERATING
CREDIT RATING OF PARENT COLLATERAL COVENANT
ANCHOR PARENT COMPANY COMPANY (FITCH/MIS/ S&P) GLA INTEREST EXPIRATION
- ------------------- --------------------- ------------------------ ------------ ---------- ----------
Sears Sears BBB+/Baa1/A- 134,277 No 8/31/2012
J.C. Penney J.C. Penney BB+/Ba3/BBB- 126,243 Yes 8/31/2017
Bon Marche Federated Dept Stores BBB+/Baa1/BBB+ 120,420 No 8/30/2012
------------
TOTAL 380,940
============
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-23
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
FIVE LARGEST NON-ANCHOR TENANTS BASED ON ANNUALIZED BASE RENT FOR SPOKANE VALLEY MALL
CREDIT RATING
OF PARENT % OF
COMPANY % OF TOTAL ANNUALIZED ANNUAL
(FITCH/MIS/ TOTAL ANNUALIZED ANNUALIZED BASE RENT SALES LEASE
TENANT S&P) GLA GLA BASE RENT BASE RENT (PSF) (PSF)(1) EXPIRATION
- -------------------------------- ------------- ------- ------ ----------- ---------- ---------- -------- ----------
Sportsman's Warehouse (2) NR 45,866 9.3% $ 481,593 7.9% $ 10.50 N/A 10/31/16
Linens `N Things (2) NR 30,035 6.1% $ 360,420 5.9% $ 12.00 N/A 1/31/12
T.J. Maxx (2) NR/A3/A- 29,809 6.1% $ 327,899 5.4% $ 11.00 N/A 10/31/11
Old Navy Clothing Co(2) BB-/Ba2/BB+ 20,338 4.1% $ 203,380 3.3% $ 10.00 N/A 1/31/07
Stuart Anderson's Black
Angus (3) NR 6,726 1.4% $ 162,000 2.7% $ 24.09 $ 455 10/31/21
------- ------ ----------- ---------- ---------- --------
TOTAL/WTD. AVG. LARGEST TENANTS 132,774 27.0% $ 1,535,292 25.2% $ 11.56
Remaining Non-Anchor Tenants (4) 253,617 51.5% $ 4,338,696 71.2% $ 17.11
Vacant Non-Anchor Space 65,713 13.4%
------- ------ ----------- ---------- ----------
TOTAL NON-ANCHOR 452,104 91.9% $ 5,873,988 96.4% $ 15.20
Regal Act III Cinema (5) NR/B1/BB- 40,000 8.1% $ 220,000 3.6% $ 5.50 $ 114 8/19/32
------- ------ ----------- ---------- ---------- --------
TOTAL/WTD. AVG. ALL (NON-ANCHOR) 492,104 100.0% $ 6,093,988 100.0% $ 14.29
- ----------
<FN>
(1) Trailing twelve months ending 9/30/2002 sales psf.
(2) Tenant located in Spokane Valley Mall Plaza.
(3) Tenant located on a pad.
(4) Excluding Theater.
(5) Ground Lease.
</FN>
Lease Expiration. The following table shows the lease expiration schedule
for the Spokane Valley Mall:
LEASE EXPIRATION SCHEDULE FOR SPOKANE VALLEY MALL
(EXCLUDES ANCHORS)
CUMULATIVE % OF TOTAL ANNUALIZED
EXPIRING % OF OF ANNUALIZED ANNUALIZED BASE RENT
YEAR ENDING DECEMBER 31, GLA TOTAL GLA TOTAL GLA BASE RENT BASE RENT (PSF)
- --------------------------------- -------- --------- ---------- ---------- ---------- ----------
Month to Month (1) 3,071 0.6% 0.6% $ 61,272 1.0% $ 19.95
2003 9,633 2.0 2.6% 111,775 1.8% $ 11.60
2004 11,241 2.3 4.9% 53,551 0.9% $ 4.76
2005 1,822 0.4 5.2% 51,246 0.8% $ 28.13
2006 10,898 2.2 7.5% 41,800 0.7% $ 3.84
2007 89,342 18.2 25.6% 2,025,015 33.2% $ 22.67
2008 45,782 9.3 34.9% 840,264 13.8% $ 18.35
2009 18,554 3.8 38.7% 242,435 4.0% $ 13.07
2010 9,177 1.9 40.5% 177,478 2.9% $ 19.34
2011 36,771 7.5 48.0% 471,399 7.7% $ 12.82
2012 41,558 8.4 56.5% 515,981 8.5% $ 12.42
2013 10,215 2.1 58.5% 223,679 3.7% $ 21.90
2014 0 0.0 58.5% 0 0.0% $ 0.00
2015 6,023 1.2 59.8% 0 0.0% $ 0.00
2016 and thereafter 132,304 26.9 86.6% 1,278,093 21.0% $ 9.66
Vacant 65,713 13.4 100.0% 0 0.0% $ 0.00
-------- --------- ---------- ----------
TOTAL/WTD. AVG. 492,104 100.0% $6,093,988 100.0% $ 14.29
======== ========= ========== ==========
- ----------
<FN>
(1) Leases expiring prior to 3/1/2003.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-24
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Reserves. Springing reserves for taxes, insurance, replacement reserves and
TI/LC's are required if NOI based on the quarterly annualized trailing twelve
months falls below 85% of the NOI determined at origination. Additionally, the
sponsor has provided a limited guarantee of TI/LC costs for leases expiring on
or after January 1, 2007 in the maximum aggregate amount of $3.5 million. A
portion of this amount is payable upon any acceleration of the Provo/Spokane
Loan prior to January 1, 2007.
Insurance Requirements. The Borrowers are required to maintain
comprehensive all risk insurance and (1) $75 million in coverage for terrorism
if insured under a blanket policy, or (2) if insured under a dual-property
policy, the lesser of the greatest insurable value of the Provo/Spokane Property
(plus related business interruption coverage) and that amount of coverage that
can be purchased for $150,000 annually.
Lockbox; Sweep of Excess Cash Flow. In connection with the origination of
the Provo/Spokane Loan, the Borrower was required to establish a lockbox into
which the Borrower is required to deposit, or cause to be deposited, all rents
and other revenue from the Provo/Spokane Property which is swept daily to the
Borrower. Upon the occurrence of an event of default under the loan such amounts
will no longer be swept to the Borrower. If NOI based on the quarterly
annualized trailing twelve months falls below 85% of the NOI determined at
origination, amounts in the lockbox will not be swept to the Borrower until
after payment of the monthly debt service and required reserves.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except for customary trade payables,
financing leases and purchase money debt for equipment or other personal
property used in connection with on the Provo/Spokane Property to the extent
that they do not exceed 5% of the original loan balance in the aggregate. The
Borrowers may also incur unsecured obligations to contractors and other service
or materials providers relating to capital expenditures permitted or required
under the Loan Agreement, to the extent such obligations are not represented by
a note and are not more than 60 days past due.
Permitted Transfers. The Borrowers may transfer all of the collateral
securing the Provo/Spokane Loan to a single-purpose entity controlled by (1)
General Growth Properties, Inc., or (2) GGP Limited Partnership, or (3) GGPLP,
L.L.C., or (4) Price Development Company Limited Partnership (so long as it is
controlled by an equity holder fulfilling certain requirements), or (5) JCP
Realty, Inc., or (6) certain institutions that are regularly engaged in the
business of owning and operating regional shopping malls and that meet certain
minimum asset and other requirements, or (7) certain persons or institutions for
which rating agency confirmation is received.
In addition, equity interests in the Borrowers may be transferred, provided
that after any such transfer, the entities listed in (1) through (7) in the
preceding sentence, either individually or in the aggregate, continue to own 50%
or more of the direct or indirect common equity interests in the Borrower and
possess, either directly or indirectly, the power to direct the management or
policies of the Borrower.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-25
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
MIAMI CENTER
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $81,000,000 $81,000,000
% OF POOL BY UPB: 4.9%
ORIGINATION DATE: September 25, 2002
COUPON: 5.04%
INTEREST ACCRUAL: Actual / 360
TERM: 59 months
AMORTIZATION: None
OWNERSHIP INTEREST: (1) Fee simple in a condominium unit
PAYMENT DATE: 1st of the month
MATURITY DATE: September 1, 2007
SPONSOR: I&G Holding and Crescent Real Estate Equities Limited
Partnership; a joint venture between JP Morgan
Investment Management (60%) and Crescent Real Estate
Equities, Ltd. (40%)
CALL
PROTECTION/LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: $104
UP-FRONT RESERVES: Deferred Maintenance: $2,694,750
TI/LC $1,973,611(2)
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes, insurance, replacement
reserves and TI/LCs (2)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED /
MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE
ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: CBD Office
PROPERTY LOCATION: Miami, Florida
OCCUPANCY: 92.9%
OCCUPANCY AS OF
DATE: August 31, 2002
YEAR BUILT: 1983
YEAR RENOVATED: 1990
COLLATERAL: The collateral consists of a 34-story, 779,224 square
foot, multi-tenant, Class A commercial office
building located at the southeast corner of South
Biscayne Boulevard and SE 2nd Street in the Central
Business District of the city of Miami.
PROPERTY
MANAGEMENT: Crescent Property Services, Inc.
APPRAISED VALUE: $146,000,000
APPRAISAL VALUE
DATE: June 14, 2002
CUT-OFF DATE LTV: 55.5%
BALLOON LTV: 55.5%
U/W NOI: $13,055,143
U/W NCF: $11,778,758
CURRENT ANNUAL
DEBT SERVICE: $4,139,100
U/W NOI DSCR: 3.15x
U/W NCF DSCR: 2.85x
- --------------------------------------------------------------------------------
(1) The Miami Center Property is subject to a declaration of condominium. The
condominium declaration creates two condominium units, the hotel unit and
the office unit. The Borrower is the fee owner of the office unit and has a
50% aggregate percentage interest in certain common elements shared by the
two units.
(2) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-26
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The sixth largest loan (the "Miami Center Loan") representing
approximately 4.9% of the initial pool balance, with a Cut-Off Date principal
balance of $81,000,000, is a 59-month balloon loan that has a maturity date of
September 1, 2007 and provides for monthly payments of interest only. The Miami
Center Loan is secured by, among other things, a mortgage and security agreement
encumbering the Borrower's fee ownership interest in the Miami Center Property
as well as an assignment of the Borrower's interest in the rents and leases
associated with the Miami Center Property. For the purposes of this
securitization, this loan is expected to be rated investment grade by S&P and
Fitch.
The Borrower. The Borrower under the Miami Center Loan, Crescent Miami
Center, LLC, is a Delaware limited liability company that is a special purpose,
bankruptcy remote entity sponsored by I&G Holding (an affiliate of JP Morgan
Investment Management, or "JPMIM") and Crescent Real Estate Equities Limited
Partnership (an affiliate of Crescent Real Estate Equities, Ltd., or
"Crescent"). JPMIM is a real estate investment management company in the United
States, catering primarily to public and private pension plans. Crescent is a
publicly traded real estate investment trust that manages and has ownership
interests in approximately 73 office properties in the United States totaling
approximately 28.5 million square feet.
The Property. The Miami Center property (the "Miami Center Property") is a
5.06 acre parcel on which is situated a 779,224 sq. ft. GLA, 34-story, Class A
commercial office building located at the southeast corner of South Biscayne
Boulevard and SE 2nd Street in the Central Business District of the city of
Miami, Florida. The leasable area of the Miami Center Property consists
primarily of multi-tenanted office space. The Miami Center Property is subject
to a declaration of condominium creating two condominium units, a hotel unit and
an office unit. The Miami Center Property consists of the office unit plus a 50%
aggregate percentage interest in certain common elements shared by the two
units.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the Miami Center Property:
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-27
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
CREDIT % OF
RATING ANNUALIZED TOTAL
(FITCH/MIS/ ANNUALIZED BASE RENT ANNUALIZED LEASE
TENANT S&P) GLA % OF GLA BASE RENT (PSF) BASE RENT EXPIRATION
- ------------------------- ----------- -------- -------- ------------ ---------- ---------- ------------
Citicorp North America AA+/Aa1/AA- 122,609 15.7% $2,599,974 $21.21 13.8% 1/31/09
Shook,Hardy, & Bacon NR 70,361 9.0 2,301,508 $32.71 12.3 11/30/10
Ferrell Schultz NR 54,777 7.0 1,740,352 $31.77 9.3 10/31/12
Shutts & Bowen L.L.P. NR 59,956 7.7 1,511,140 $25.20 8.0 10/31/05
Stanford Group Holdings NR 34,031 4.4 1,046,453 $30.75 5.6 4/30/11
MCI Metro Access NR 41,615 5.3 940,367 $22.60 5.0 9/30/10
Broad & Cassel NR 29,511 3.8 700,922 $23.75 3.7 8/31/2004
& 8/31/2005
Regus Business Center NR 23,544 3.0 691,016 $29.35 3.7 3/31/11
McDermott, Will & Emery NR 23,843 3.1 655,683 $27.50 3.5 9/30/06
Hughes, Hubbard & Reed NR 23,597 3.0 610,405 $25.87 3.2 9/30/05
-------- -------- ------------ ---------- ----------
TOTAL/WTD. AVG. LARGEST 483,844 62.1 $12,797,820 $26.45 68.1
TENANTS
Remaining Tenants 240,033 30.8 5,988,053 $24.95 31.9
Vacant Space 55,347 7.1
-------- -------- ------------ ---------- ----------
TOTAL/WTD. AVG. ALL 779,224 100.0% $18,785,873 $25.95 100.0%
======== ======== ============ ========== ==========
Lease Expiration. The following table shows the lease expiration schedule
for the Miami Center Property:
LEASE EXPIRATION SCHEDULE
% OF TOTAL ANNUALIZED
YEAR ENDING % OF TOTAL CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ------------------------- ------------ ---------- ------------ ------------ ---------- ------------
Month to Month(1) 2,590 0.3% 0.3% $ 74,355 0.4% $ 28.71
2003 11,472 1.5 1.8% 202,297 1.1 $ 17.63
2004 80,921 10.4 12.2% 1,872,813 10.0 $ 23.14
2005 128,056 16.4 28.6% 3,304,518 17.6 $ 25.81
2006 46,590 6.0 34.6% 1,278,364 6.8 $ 27.44
2007 54,408 7.0 41.6% 1,288,248 6.9 $ 23.68
2008 0 0.0 41.6% 12,000 0.1 NAP
2009 138,071 17.7 59.3% 3,028,434 16.1 $ 21.93
2010 131,163 16.8 76.1% 3,690,275 19.6 $ 28.14
2011 75,829 9.7 85.9% 2,294,217 12.2 $ 30.26
2012 54,777 7.0 92.9% 1,740,352 9.3 $ 31.77
2013 0 0.0 92.9% 0 0.0 $ 0.00
2014 0 0.0 92.9% 0 0.0 $ 0.00
2015 0 0.0 92.9% 0 0.0 $ 0.00
2016 & thereafter 0 0.0 92.9% 0 0.0 $ 0.00
Vacant 55,347 7.1 100.0% 0 0.0 $ 0.00
------------ ---------- ------------ ------------ ---------- ------------
TOTAL/WTD. AVG. 779,224 100.0% 100.0% $ 18,785,873 100.0% $ 25.95
============ ========== ========== ========== ============
- ----------
<FN>
(1) Leases expiring prior to 3/1/2003.
</FN>
Reserves. Springing reserves for taxes, insurance, replacement reserves and
TI/LCs are triggered if NOI falls below 85% of NOI at origination for two
consecutive quarters. At origination, a deferred maintenance reserve was funded
in the amount of $2,694,750 to cover the anticipated cost of certain existing
deferred maintenance conditions and an upfront TI/LC reserve was funded in the
amount of $1,973,611 to cover the anticipated cost of tenant improvements and
leasing commissions. Additionally, under certain circumstances, the Borrower is
required to remit to the TI/LC reserve certain lease termination fees it may
receive.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-28
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance and coverage for terrorism and acts of terrorism; provided
that the terrorism coverage is only required to the extent that owners of
similar properties are currently obtaining terrorism coverage and the annual
premium for the coverage does not exceed $810,000. Notwithstanding the
foregoing, the Borrower is required to obtain the maximum amount of terrorism
insurance obtainable for this maximum premium.
Lockbox; Sweep of Excess Cash Flow. In connection with the origination of
the Miami Center Loan, the Borrower was required to establish a lockbox into
which the Borrower is required to deposit, or cause to be deposited, all rents
and other revenue from the Miami Center Property. Amounts in excess of certain
required reserves are swept daily to the Borrower. Upon the occurrence of an
event of default under the loan, such amounts will no longer be swept to the
Borrower. If NOI, based on the quarterly annualized trailing twelve months,
falls below 85% of NOI at origination for two consecutive quarters, all amounts
in the lockbox account after payment of the monthly debt service, required
reserves, approved capital and operating expenses of the Borrower and certain
other expenses are required to be held as additional collateral for the Miami
Center Loan.
Mezzanine Loan. None permitted.
Additional Debt. None permitted, except for customary trade payables to the
extent that they do not exceed 3% of the original loan balance in the aggregate.
In addition the Borrower is allowed to enter into financing leases and incur
purchase money debt in the ordinary course of business, provided that the
aggregate amount of these leases and debt does not exceed $500,000 at any time
or require aggregate payments in excess of $50,000 in any one calendar year.
Permitted Transfers. The Borrower may transfer all of the collateral
securing the Miami Center Loan to a single-purpose entity that is controlled by
(1) I&G Holding or Crescent Real Estate Equities Limited Partnership or their
respective successors by merger or acquisition, or (2) any pension fund or
investment fund managed by J.P. Morgan Investment Management Inc. or another
subsidiary of J.P. Morgan Chase & Co., or (3) certain institutions that are
regularly engaged in the business of owning and operating office properties in
major metropolitan areas and that meet certain minimum asset requirements, or
(4) certain persons or institutions for which rating agency confirmation is
received.
In addition, equity interests in the Borrower may be transferred, provided
that after any such transfer, the entities listed in (1) through (4) in the
preceding sentence, either individually or in the aggregate (a) continue to own
51% or more of the direct or indirect equity interests in, and the right to at
least 51% of the distributions from, the Borrower, and (b) possess, either
directly or indirectly, the power to direct the management or policies of the
Borrower.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-29
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
KIERLAND COMMONS
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $66,000,000 $65,853,794
% OF POOL BY UPB: 4.0%
ORIGINATION DATE: December 23, 2002
COUPON: 5.85%
INTEREST ACCRUAL: Actual / 360
TERM: 120 months
AMORTIZATION: Monthly amortization on a 30-year amortization
schedule
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: January 1, 2013
SPONSOR: Ray Hunt
CALL
PROTECTION/LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: $174
UP-FRONT RESERVES: TI/LC: $442,449(1)
ONGOING / SPRINGING
RESERVES: Springing reserves for taxes and insurance (1)
CASH MANAGEMENT: Not required
ADDITIONAL SECURED /
MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Anchored Retail
PROPERTY LOCATION: Phoenix, Arizona
OCCUPANCY: 97.0%
SALES PSF: $412
OCCUPANCY COST: 7.38%
OCCUPANCY AS OF DATE: December 1, 2002
YEAR BUILT: 2000 - 2002
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a lifestyle center
containing 377,690 square feet comprised of
approximately 67% retail space and 33% office space.
The subject is anchored by Crate & Barrel, Barnes &
Noble, The Cheesecake Factory, P.F. Chang's, and Z
Gallerie.
PROPERTY MANAGEMENT: Cushman & Wakefield of Arizona, Inc.
APPRAISED VALUE: $97,400,000
APPRAISAL VALUE DATE: October 17, 2002
CUT-OFF DATE LTV: 67.6%
BALLOON LTV: 57.2%
U/W NOI: $8,232,451
U/W NCF: $7,670,597
CURRENT ANNUAL DEBT
SERVICE: $4,672,332
U/W NOI DSCR: 1.76x
U/W NCF DSCR: 1.64x
- --------------------------------------------------------------------------------
(1) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-30
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The seventh largest loan (the "Kierland Commons Shopping Center
Loan"), representing approximately 4.0% of the initial pool balance, with a
Cut-Off Date principal balance of $65,853,794, is a 10-year balloon loan that
has a maturity date of January 1, 2013 and provides for monthly payments of
principal and interest based on a 30-year amortization schedule. The Kierland
Commons Shopping Center Loan is secured by, among other things, an amended and
restated deed of trust, assignment of rents, security agreement and fixture
filing encumbering the Borrower's fee ownership interest in the Kierland Commons
Property.
The Borrower. The Borrower under the Kierland Commons Shopping Center Loan,
Kierland Greenway, LLC, is a Delaware limited liability company that is a
special purpose, bankruptcy remote entity sponsored by Ray Hunt.
The Property. The Kierland Commons property (the "Kierland Commons
Property") is a 377,690 sq. ft. GLA Class A lifestyle center located in Phoenix,
Arizona. There are approximately 254,463 sq. ft. of retail space and 123,227 sq.
ft. of office space. The property is anchored by Crate & Barrel, Barnes & Noble,
The Cheesecake Factory, P.F. Chang's, and Z Gallerie. Other national tenants in
occupancy include Ann Taylor Loft, Chico's, Guess?, J. Crew, J. Jill,
Restoration Hardware, Sharper Image, Smith & Hawken, Starbucks, Talbots, and
Victoria's Secret.
Major Tenant Summary. The following table shows certain information
regarding the anchor tenants and the five largest tenants of the Kierland
Commons Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
CREDIT
RATING ANNUALIZED % OF TOTAL
(FITCH/MIS/ ANNUALIZED BASE RENT ANNUALIZED LEASE SALES
TENANT S&P) GLA % OF GLA BASE RENT (PSF) BASE RENT EXPIRATION (PSF)
- ------------------------------- ----------- ------- -------- ----------- ---------- ---------- ---------- -------
Crate & Barrel NR 37,066 9.8% $ 926,650 $ 25.00 9.3% 01/01/14 $294
Barnes & Noble NR/Ba3/BB 30,000 7.9 600,000 20.00 6.0 10/01/12 N/A
Troon Golf NR 19,120 5.1 458,880 24.00 4.6 08/01/05 NAP (1)
The Kronos Group NR 16,795 4.4 390,484 23.25 3.9 12/01/11 NAP (1)
P.F. Chang's (2) NR 16,733 4.4 359,760 21.50 3.6 07/01/05 N/A
The Cheesecake Factory NR 9,753 2.6 341,355 35.00 3.4 08/01/20 $990
Anthropologie NR 11,225 3.0 332,260 29.60 3.3 08/01/10 $340
Z Gallerie NR 13,515 3.6 289,221 21.40 2.9 11/01/11 $311
Talbot's NR 7,516 2.0 285,608 38.00 2.9 10/01/14 $331(3)
Mastro's Ocean Club NR 8,571 2.3 282,843 33.00 2.8 06/01/17 $540(4)
------- -------- ----------- ---------- ----------
TOTAL/WTD. AVG. LARGEST TENANTS 170,294 45.1 $ 4,267,060 $ 25.06 42.6
Total Remaining Tenants 196,120 51.9 $ 5,744,862 $ 29.29 57.4
Total Vacant Space 11,276 3.0 -- --
------- -------- ----------- ---------- ----------
TOTAL/WTD. AVG. ALL 377,690 100.0% $10,011,922 $ 27.32 100.0%
- ----------
<FN>
(1) Office Tenant.
(2) P.F. Chang's also occupies a 7,000 sq. ft. retail restaurant in the
subject.
(3) Annualized sales based on September - December 2002.
(4) Annualized sales based on November and December 2002.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-31
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Lease Expiration. The following table shows the lease expiration schedule
for the Kierland Commons Property:
LEASE EXPIRATION SCHEDULE
% OF TOTAL ANNUALIZED
YEAR ENDING % OF CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA TOTAL GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ---------------------- ------------ --------- ------------ ------------- ---------- -----------
2003 0 0.0% 0.0% $ 0 0.0 $ 0.00
2004 3,676 1.0 1.0% 123,208 1.2 $ 33.52
2005 59,143 15.7 16.7% 1,297,012 13.0 $ 21.93
2006 3,864 1.0 17.7% 85,008 0.8 $ 22.00
2007 21,522 5.7 23.4% 503,171 5.0 $ 23.38
2008 13,694 3.6 27.0% 358,200 3.6 $ 26.16
2009 0 0.0 27.0% 0 0.0 $ 0.00
2010 33,434 8.9 35.8% 997,140 10.0 $ 29.82
2011 80,431 21.3 57.1% 2,385,254 23.8 $ 29.66
2012 74,244 19.7 76.8% 2,178,994 21.8 $ 29.35
2013 0 0.0 76.8% 0 0.0 $ 0.00
2014 51,582 13.7 90.4% 1,297,238 13.0 $ 25.15
2015 0 0.0 90.4% 0 0.0 $ 0.00
2016 & Thereafter 24,824 6.6 97.0% 786,698 7.9 $ 31.69
Vacant 11,276 3.0 100.0% 0 0.0 $ 0.00
------------ --------- ------------- ----------
TOTAL/WTD. AVG. 377,690 100.0% $10,011,922 100.0% $ 27.32
============ ========= ============= ==========
Reserves. At origination $442,449 was funded into a TI/LC reserve.
Springing reserves for taxes and insurance are required upon the occurrence of
an event of default under the Kierland Commons Shopping Center.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance with coverage for terrorism and acts of terrorism; provided
that the Borrower is not required to maintain terrorism insurance in an amount
in excess of the outstanding principal balance of the loan. If the cost of the
additional premium in respect of terrorism insurance would exceed (1) in the
case of a standalone policy, 125% of the cost of a comprehensive all risk
insurance policy with an exclusion for terrorism or (2) in the case of a
comprehensive all risk insurance policy, 225% of the cost of a comprehensive all
risk insurance policy with an exclusion for terrorism, the Borrower is only
required to obtain the maximum amount of terrorism insurance obtainable for this
maximum premium.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except for trade payables and debt incurred
in the financing of equipment or other personal property used on the Kierland
Commons Property.
Permitted Transfers. Transfers of the direct or indirect ownership
interests in the Borrower are permitted without the consent of the lender if
there is no change of control of the Borrower or its general partner, manager or
managing member and (1) no single transfer results in the proposed transferor or
its affiliates or family members owning, directly or indirectly, more than 49%
of the Borrower and (2) no more than 49% of the ownership interests of the
Borrower are transferred in the aggregate; provided that transfers to certain
parties specified in the loan documents are permitted without regard to these
restrictions. Additionally, certain transfers are permitted for estate planning
purposes.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-32
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
THE AVENTINE
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $50,000,000 $50,000,000
% OF POOL BY UPB: 3.0%
ORIGINATION DATE: December 23, 2002
COUPON: 4.99%
INTEREST ACCRUAL: Actual / 360
TERM: 60 months
AMORTIZATION: None
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: January 1, 2008
SPONSOR: Glenborough Properties
CALL
PROTECTION/LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: $211
UP-FRONT RESERVES: None
ONGOING / SPRINGING
RESERVES: Reserves for taxes, insurance, replacement reserves
and TI/LCs (1)
CASH MANAGEMENT: Springing Lockbox
ADDITIONAL SECURED /
MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE
ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
PROPERTY LOCATION: San Diego, California
OCCUPANCY: 94.0%
OCCUPANCY AS OF
DATE: December 1, 2002
YEAR BUILT: 1990
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of four buildings (11-story
office building, 6-story office building, and 2,
single-story restaurant buildings) located
approximately 13 miles north of downtown San Diego
just east of La Jolla.
PROPERTY MANAGEMENT: Glenborough Realty Trust Incorporated
APPRAISED VALUE: $73,000,000
APPRAISAL VALUE August 1, 2002
DATE:
CUT-OFF DATE LTV: 68.5%
BALLOON LTV: 68.5%
U/W NOI: $5,522,844
U/W NCF: $5,067,744
CURRENT ANNUAL DEBT
SERVICE: $2,529,653
U/W NOI DSCR: 2.18x
U/W NCF DSCR: 2.00x
- --------------------------------------------------------------------------------
(1) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-33
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The eighth largest loan (the "The Aventine Loan"), representing
approximately 3.0% of the initial pool balance, with a Cut-Off Date principal
balance of $50,000,000, is a 5-year balloon loan that has a maturity date of
January 1, 2008 and provides for monthly payments of interest only. The Aventine
Loan is secured by, among other things, a deed of trust, assignment of rents,
security agreement and fixture filing encumbering the Borrower's fee ownership
interest in The Aventine Property.
The Borrower. The Borrower under The Aventine Loan, GLB Aventine L.P., is a
Delaware limited partnership that is a special purpose, bankruptcy remote entity
sponsored by Glenborough Properties LP. Glenborough Properties is a publicly
traded real estate investment trust which owns and operates a nationwide
portfolio of high quality office and industrial properties encompassing 14
million square feet.
The Property. The Aventine ("The Aventine Property") consists of four Class
A buildings (11-story office building, 6-story office building, and 2
single-story restaurant buildings) totaling 237,031 sq. ft. GLA. The property
consists of 214,191 square feet of office space and 22,840 square feet of
restaurant space with three subterranean parking garages. The property is
situated approximately 13 miles north of downtown San Diego just east of La
Jolla. The Aventine complex includes a 419-room Hyatt Regency Luxury Hotel and
the Club at Aventine, a full service health club, which are not part of the
collateral.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of The Aventine Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
CREDIT ANNUALIZED % OF TOTAL
RATING ANNUALIZED BASE RENT ANNUALIZED LEASE
TENANT (FITCH/MIS/S&P) GLA % OF GLA BASE RENT (PSF) BASE RENT EXPIRATION
- ---------------------------------- --------------- ------- -------- ---------- ---------- ---------- ----------
New York Life Insurance Company AA/Aa1/AA+ 28,847 12.2% $ 898,584 $ 31.15 12.9% 09/01/07
American Property Management NR 15,965 6.7 543,768 34.06 7.8 09/01/05
American Express Financial
Advisors A+/A1/A+ 13,696 5.8 525,924 38.40 7.5 04/01/07
Center for Creative Leadership (1) NR 18,769 7.9 391,572 20.86 5.6 01/01/09
AETC Engineering NR 8,956 3.8 349,284 39.00 5.0 12/01/09
Mentus NR 9,547 4.0 344,456 36.08 4.9 02/01/06
JPI Texas Development, Inc. NR 9,816 4.1 343,956 35.04 4.9 07/01/05
Michael Gordon, MD NR 9,019 3.8 281,373 31.20 4.0 02/01/06
PED & Associates NR 7,646 3.2 255,072 33.36 3.7 10/01/05
SCIREX Corp NR 8,140 3.4 253,968 31.20 3.6 08/01/05
------- -------- ---------- ---------- ----------
TOTAL/WTD. AVG. LARGEST TENANTS 130,401 55.0 $4,187,957 $ 32.12 60.0
Total Remaining Tenants 91,639 38.7 2,795,224 30.50 40.0
Total Vacant Space 14,991 6.3
------- -------- ---------- ---------- ----------
TOTAL/WTD. AVG. ALL 237,031 100.0% $6,983,181 $ 31.45 100.0%
- ----------
<FN>
(1) Center for Creative Leadership occupies three suites with different lease
expiration dates: 8,956 square feet expiring on 1/2/09, 8,956 square feet
expiring on 1/1/09 and 857 square feet expiring on 1/1/04.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-34
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Lease Expiration. The following table shows the lease expiration schedule
for The Aventine Property:
LEASE EXPIRATION SCHEDULE
% OF TOTAL ANNUALIZED
YEAR ENDING % OF CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA TOTAL GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ---------------------- ------------ --------- ------------ ---------- ---------- ----------
Month to Month(1) 6,076 2.6% 2.6% $ 107,124 1.5% $17.63
2003 14,984 6.3 8.9% 377,185 5.4 25.17
2004 13,812 5.8 14.7% 443,460 6.4 32.11
2005 51,980 21.9 36.6% 1,759,448 25.2 33.85
2006 36,327 15.3 51.9% 1,332,900 19.1 36.69
2007 49,110 20.7 72.6% 1,604,472 23.0 32.67
2008 0 0.0 72.6% 0 0.0 0.00
2009 33,068 14.0 86.6% 950,036 13.3 28.12
2010 6,400 2.7 89.3% 179,196 2.6 28.00
2011 0 0.0 89.3% 0 0.0 0.00
2012 0 0.0 89.3% 0 0.0 0.00
2013 3,451 1.5 90.8% 103,536 1.5 30.00
2014 0 0.0 90.8% 0 0.0 0.00
2015 0 0.0 90.8% 0 0.0 0.00
2016 & Thereafter 6,832 2.9 93.7% 145,824 2.1 21.34
Vacant 14,991 6.3 100.00% 0.0 0.00
------------ --------- ---------- ---------- ----------
Total/Wtd. Avg. 237,031 100.0% $6,983,181 100.0% $31.45
============ ========= ========== ========== ==========
- ----------
<FN>
(1) Leases expiring prior to 3/1/2003.
</FN>
Reserves. Reserves for taxes, insurance, replacement reserves and TI/LCs
are required if actual NOI falls below 80% of underwritten NOI ($4,365,180) or
upon an event of default under the loan documents. See "Lockbox; Sweep of Excess
Cash Flow" below.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance which includes coverage for terrorism and acts of terrorism.
Lockbox; Sweep of Excess Cash Flow. At origination, the Borrower was not
required to establish a lockbox; however, if actual monthly NOI falls below
$4,365,180, the Borrower will be required to direct all tenants to make payments
directly to a cash management account which will swept daily to a lockbox
account and held as additional security for the loan.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except trade payables and debt incurred in
the financing of equipment or other personal property used on The Aventine
Property.
Permitted Transfers. Transfers of the direct or indirect ownership
interests in the Borrower are permitted without the consent of the lender if
there is no change of control of the Borrower or its general partner, manager or
managing member and (1) no single transfer results in the proposed transferor or
its affiliates or family members owning, directly or indirectly, more than 49%
of the Borrower and (2) no more than 49% of the ownership interests of the
Borrower are transferred in the aggregate. Additionally, certain transfers are
permitted for estate planning purposes.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-35
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
3 HUNTINGTON QUADRANGLE
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $44,000,000 $44,000,000
% OF POOL BY UPB: 2.7%
ORIGINATION DATE: December 19, 2002
COUPON: 5.42%
INTEREST ACCRUAL: Actual / 360
TERM: 60 months
AMORTIZATION: None
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: January 1, 2008
SPONSOR: Scott Lawlor & Larry Botel
CALL
PROTECTION/LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: $110
UP-FRONT RESERVES: Replacements: $9,708
Insurance Reserve: $16,036
ONGOING / SPRINGING
RESERVES: Replacements: $9,708(1)
RE Tax Reserve: $111,500
Insurance Reserve: $8,020
Other Reserve: $1,350,000(1)
$170,000(1)
CASH MANAGEMENT: Springing Lockbox
ADDITIONAL SECURED /
MEZZANINE DEBT: $3,500,000(2)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE
ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
PROPERTY LOCATION: Melville, New York
OCCUPANCY: 89.9%
OCCUPANCY AS OF
DATE: October 23, 2002
YEAR BUILT: 1971
YEAR RENOVATED: 1999
COLLATERAL: The collateral consists of two, 4-story commercial
office buildings totaling 401,582 sq. ft. located in
the unincorporated Hamlet of Melville, within the
town of Huntington, Suffolk County, New York
PROPERTY MANAGEMENT: Antares Real Estate Services, LLC
APPRAISED VALUE: $57,500,000
APPRAISAL VALUE
DATE: November 7, 2002
CUT-OFF DATE LTV: 76.5%
BALLOON LTV: 76.5%
U/W NOI: $ 5,144,530
U/W NCF: $ 4,628,071
CURRENT ANNUAL DEBT
SERVICE: $ 2,417,922
U/W NOI DSCR: 2.13x
U/W NCF DSCR: 1.91x
- --------------------------------------------------------------------------------
(1) See "Reserves" below.
(2) See "Mezzanine Debt" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-36
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The ninth largest loan (the "3 Huntington Quadrangle Loan"),
representing approximately 2.7% of the initial pool balance, with a Cut-Off Date
principal balance of $44,000,000, is a 5-year balloon loan that has a maturity
date of January 1, 2008 and provides for monthly payments of interest only. The
3 Huntington Quadrangle Loan is secured by, among other things, a consolidated,
amended and restated fee and leasehold mortgage, assignment of rents, security
agreement and fixture filing encumbering the Borrower's fee and/or leasehold
interest in the 3 Huntington Quadrangle Property.
The Borrower. The Borrowers under the 3 Huntington Quadrangle Loan,
Broadway Melville Fee LLC, Gatehall Melville Fee LLC, and 3HQ Operating Co. LLC,
each of which is a Delaware limited liability company, are special purpose,
bankruptcy remote entities. The Borrowers are sponsored by Scott Lawlor and
Larry Botel. The Borrowers are jointly and severally liable for the debt.
The Property. The 3 Huntington Quadrangle property (the "3 Huntington
Quadrangle Property") consists of two, 4-story Class A commercial office
buildings encompassing 401,582 sq. ft. GLA situated in the unincorporated Hamlet
of Melville, within the Town of Huntington, Suffolk County, New York. Each
building contains approximately 50,000 square foot floorplates totaling
approximately 200,000 square feet per building. The property is part of a larger
development known as Huntington Quadrangle, which consists of the 3 Huntington
Quadrangle Property, 1 Huntington Quadrangle, and 2 Huntington Quadrangle and is
located approximately 20 miles east of New York City.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the 3 Huntington Quadrangle Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
CREDIT ANNUALIZED % OF TOTAL
RATING ANNUALIZED BASE RENT ANNUALIZED LEASE
TENANT (FITCH/MIS/S&P) GLA % OF GLA BASE RENT (PSF) BASE RENT EXPIRATION
- ------------------------------- --------------- ------- -------- ---------- ------------- ---------- ----------
Empire Blue Cross NR/NR/A- 109,761 27.3% $2,730,423 $ 24.88(1) 32.1% 12/01/10
Continental Casualty Company A/A3/A- 83,131 20.7 1,828,882 22.00 21.5 09/01/06
Gentiva Health Services(2) NR/B3/B+ 50,627 12.6 1,211,897 23.94 14.3 12/01/10
Connecticut General Life
Insurance (CIGNA) AA-/A1/A+ 34,566 8.6 734,760 21.26 8.6 05/01/05
JP Morgan Chase Bank A+/Aa3/AA- 25,360 6.3 601,000 23.70 7.1 05/01/07
Travelers Indemnity Company AA/Aa3/AA- 23,836 5.9 589,226 24.72 6.9 10/01/06
Sedgwick Claims Management NR 14,014 3.5 334,094 23.84 3.9 10/31/07
Mortgage Warehouse NR 7,703 1.9 198,801 25.81 2.3 12/01/05
V.I. Technologies, Inc. (VITEX) NR 7,506 1.9 166,858 22.23 2.0 12/01/03
Medical Consultants Network
(MCN) NR 4,428 1.1 105,519 23.83 1.2 09/01/05
TOTAL/WTD. AVG. TEN LARGEST
TENANTS 360,932 89.9% $8,501,460 $ 23.55 100.0%
Total Remaining Tenants 0 0.0% 0.0%
Total Vacant Space 40,650 10.1% -- 0.00 --
TOTAL/WTD. AVG. ALL 401,582 100.0% $8,501,460 $ 23.55 100.0%
- ----------
<FN>
(1) Annualized Base Rent (PSF) is the average of the tenant's rent over the
term of the loan. The tenant is currently paying $23.47 PSF.
(2) Gentiva has sublet approximately 19,658 sq. ft. GLA of their space to TNT
USA Inc. pursuant to a lease commencing on March 1, 2003 for a term of 5
years with the option to renew through August 31, 2010. The lease rate is
$12.00 psf GLA during year one, $22.00 psf GLA in year two, and increasing
by 3.5% per annum thereafter.
</FN>
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-37
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Lease Expiration. The following table shows the lease expiration schedule
for the 3 Huntington Quadrangle Property:
LEASE EXPIRATION SCHEDULE
% OF TOTAL ANNUALIZED
YEAR ENDING % OF CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA TOTAL GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ----------------------- ------------ --------- ------------ ------------ --------- -----------
2003 7,506 1.9% 1.9% $ 166,858 2.0% $ 22.23
2004 0 0.0 1.9% 0 0.0 $ 0.00
2005 46,697 11.6 13.5% 1,039,080 12.2 $ 22.25
2006 106,967 26.6 40.1% 2,418,108 28.4 $ 22.61
2007 39,374 9.8 49.9% 935,094 11.0 $ 23.75
2008 0 0.0 49.9% 0 0.0 $ 0.00
2009 0 0.0 49.9% 0 0.0 $ 0.00
2010 160,388 39.9 89.9% 3,942,320 46.4 $ 24.58
2011 0 0.0 89.9% 0 0.0 $ 0.00
2012 0 0.0 89.9% 0 0.0 $ 0.00
2013 0 0.0 89.9% 0 0.0 $ 0.00
2014 0 0.0 89.9% 0 0.0 $ 0.00
2015 0 0.0 89.9% 0 0.0 $ 0.00
2016 & Thereafter 0 0.0 89.9% 0 0.0 $ 0.00
Vacant 40,650 10.1 100.0% 0 0.0 $ 0.00
------------ --------- ------------ --------- -----------
TOTAL/WTD. AVG. 401,582 100.0% $ 8,501,460 100.0% $ 23.55
============ ========= ============ ========= ===========
Reserves. The replacements reserve increases each year commencing in 2004
to 1/12th of 102.5% of the previous required annual reserve amount. In addition,
the Borrower is required to make a monthly payment of $170,000 on each of
February 1, 2003 and March 1, 2003 to a reserve for the estimated cost of
replacement of a cooling tower.
If Continental Casualty Company (or its replacement tenant) elects to
terminate or not extend its lease, the Borrower is required to deliver a letter
of credit in the amount of $1,350,000 to the lender. If the Borrower fails to
deliver the required letter of credit, as described under "Lockbox; Sweep of
Excess Cash Flow" below, cash will be swept from the lockbox until $1,500,000 is
on deposit in a reserve account.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance with no exclusion for terrorism or a stand alone terrorism
insurance policy. However, if the cost of the additional premium in respect of
terrorism insurance would exceed (1) in the case of a standalone policy, 125% of
the cost of a comprehensive all risk insurance policy with an exclusion for
terrorism or (2) in the case of a comprehensive all risk insurance policy, 225%
of the cost of the base rate for a comprehensive all risk insurance policy with
an exclusion for terrorism, the Borrower is only required to obtain the maximum
amount of terrorism insurance obtainable for this maximum premium.
Lockbox; Sweep of Excess Cash Flow. At origination the Borrower established
a lockbox from which the Borrower is permitted to withdraw unless (1) trailing
twelve month NOI falls below 78% of the underwritten NOI at origination, (2)
Continental Casualty Company (or its replacement tenant) chooses to terminate or
not to extend its lease, and the Borrower fails to deliver a letter of credit in
the amount of $1,350,000 to the lender or (3) an event of default occurs under
the loan.
Mezzanine Loan. The ownership interests of the Borrower secure a mezzanine
loan with an outstanding principal balance at origination of $3,500,000. The
amount of the mezzanine debt is capped such that the mortgage debt and mezzanine
debt in the aggregate cannot result in a loan-to-value ratio of more than 85% or
a debt service coverage ratio of less than 1.10x. The mezzanine lender and the
mortgage lender have entered into a subordination and intercreditor agreement
which provides that the mezzanine loan is fully subordinated to the mortgage
loan.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-38
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Additional Debt. None permitted except for trade payables and debt incurred
in the financing of equipment or other personal property used on the 3
Huntington Quadrangle Property.
Permitted Transfers. Transfers of the direct or indirect ownership
interests in the Borrower are permitted without the consent of the lender if
there is no change of control of the Borrower or its general partner, manager or
managing member and (1) no single transfer results in the proposed transferor or
its affiliates or family members owning, directly or indirectly, more than 49%
of the Borrower and (2) no more than 49% of the ownership interests of the
Borrower are transferred in the aggregate; provided that transfers to certain
parties specified in the loan documents are permitted without regard to these
restrictions. Additionally, certain transfers are permitted for estate planning
purposes.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-39
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
FESTIVAL AT WALDORF
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $37,000,000 $37,000,000
% OF POOL BY UPB: 2.2%
ORIGINATION DATE: December 31, 2002
COUPON: 5.05%
INTEREST ACCRUAL: Actual / 360
TERM: 60 months
AMORTIZATION: None
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: January 1, 2008
SPONSOR: Madison Marquette
CALL
PROTECTION/LOCKOUT: Defeasance permitted 2 years from the date of
securitization with U.S. Treasuries. Not prepayable
until 3 months prior to maturity.
LOAN/SF: $75
UP-FRONT RESERVES: TI/LC: $6,250
Deferred Maintenance Reserve: $115,000
RE Tax Reserve: $134,172
Insurance Reserve: $36,927
Replacement Reserve: $6,197
Ross Reserve: $700,000(1)
Roomstore Reserve: $625,000 (1)
Sprint Reserve: $49,400(1)
Environmental Reserve: $1,000,000(1)
ONGOING / SPRINGING
RESERVES: TI/LC $6,250(1)
Replacements: $6,197(1)
RE Tax Reserve: $33,543
Insurance Reserve: $8,691
Other Reserve: NAP
CASH MANAGEMENT: None
ADDITIONAL SECURED/
MEZZANINE DEBT: Not permitted other than trade payables
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Anchored Retail
PROPERTY LOCATION: Waldorf, Maryland
OCCUPANCY: 83.6%
OCCUPANCY AS OF DATE: December 1, 2002
YEAR BUILT: 1989
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a community shopping
center containing 495,722 sq ft and is anchored by
Marshalls, Circuit City, PETsMART, RoomStore,
Michaels, Ross Dress for Less, Staples, and Modell's.
Overall sales of the property are $182 psf and the
overall occupancy cost is 4.85%.
PROPERTY MANAGEMENT: Madison Marquette Realty Services, L.P.
APPRAISED VALUE: $49,200,000
APPRAISAL VALUE DATE: November 8, 2002
CUT-OFF DATE LTV: 75.2%
BALLOON LTV: 75.2%
U/W NOI: $4,106,141
U/W NCF: $3,845,972
CURRENT ANNUAL DEBT $ 1,894,451
SERVICE:
U/W NOI DSCR: 2.17x
U/W NCF DSCR: 2.03x
- --------------------------------------------------------------------------------
(1) See "Reserves" below.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-40
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
The Loan. The tenth largest loan (the "Festival at Waldorf Loan"),
representing approximately 2.2% of the initial pool balance, with a Cut-Off Date
principal balance of $37,000,000, is a 5-year balloon loan that has a maturity
date of January 1, 2008 and provides for monthly payments of interest only. The
Festival at Waldorf Loan is secured by an indemnity deed of trust, assignment of
rents, security agreement and fixture filing encumbering the Borrower's fee
ownership interest in the Festival at Waldorf Property.
The Borrower. The Borrower under the Festival at Waldorf Loan, Madison
Waldorf B LLC, is a Delaware limited liability company that is a special
purpose, bankruptcy remote entity sponsored by Madison Marquette. The fee
ownership in the property is held by C W Waldorf Retail Limited Partnership, an
affiliate of the Borrower, which also executed the mortgage which is structured
as an indemnity deed of trust.
The Property. The Festival at Waldorf property (the "Festival at Waldorf
Property") is a 495,722 sq. ft. GLA community shopping center located in
Waldorf, Maryland approximately 20 miles south of downtown Washington, D.C. The
property is anchored by Marshalls, Circuit City, PETsMART, Room Store, Michaels,
Ross Dress for Less, Staples, and Modell's. Other national tenants include CVS
Pharmacy, Blockbuster Video, Subway, Dollar General, and Panera Bread.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-41
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the Festival at Waldorf Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT
ANNUALIZED APPROX. %
CREDIT RATING % OF TOTAL ANNUALIZED BASE RENT OF TOTAL SALES LEASE
TENANTS (FITCH/MIS/ S&P) GLA GLA(1) BASE RENT (PSF) RENT (PSF) EXPIRATION
- ----------------------- ---------------- ------- ---------- ---------- ---------- --------- ----- ----------
Circuit City NR 32,475 6.6% $ 324,750 $ 10.00 7.4% N/A 01/01/08
Staples BBB/Baa2/ BBB- 24,049 4.9% 323,219 $ 13.44 7.3% $438 06/01/10
Michaels NR/Ba1/BB 28,000 5.6% 308,000 $ 11.00 7.0% $171 01/01/07
HMY Room Store NR 30,103 6.1% 301,030 $ 10.00 6.8% N/A 03/01/10
Marshalls NR/A3/A 35,232 7.1% 246,624 $ 7.00 5.6% $151 01/01/09
PETsMART NR/Ba3/B+ 30,900 6.2% 210,120 $ 6.80 4.8% $206 01/01/10
Modell's NR 17,825 3.6% 204,988 $ 11.50 4.6% N/A 02/01/12
Chuck E. Cheese NR 12,189 2.5% 193,074 $ 15.84 4.4% $152 03/01/07
Blockbuster Video NR 6,600 1.3% 188,100 $ 28.50 4.3% $245 04/01/05
Chili's BBB+/Baa2/BBB 6,500 1.3% 156,000 $ 24.00 3.5% $410 01/01/06
------- ---------- ---------- ---------- ---------
TOTAL/WTD. AVG.
LARGEST TENANTS 223,873 45.2% $2,455,904 $ 10.97 55.7%
Total Remaining Tenants 190,546 38.4% $1,952,589 $ 10.25 44.3%
Total Vacant Space 81,303 16.4% -- -- --
------- ---------- ---------- ---------- ---------
TOTAL/WTD. AVG. ALL 495,722 100.0% $4,408,493 $ 10.64 100.0%
Lease Expiration. The following table shows the lease expiration schedule
for the Festival at Waldorf Property:
LEASE EXPIRATION SCHEDULE
(EXCLUDES ANCHORS)
% OF TOTAL ANNUALIZED
YEAR ENDING % OF CUMULATIVE ANNUALIZED ANNUALIZED BASE RENT
DECEMBER 31, EXPIRING GLA TOTAL GLA OF TOTAL GLA BASE RENT BASE RENT (PSF)
- ----------------------- ------------ --------- ------------ ----------- ---------- ----------
Month to Month(1) 9,267 1.9% 1.9% $ 89,750 2.0% $9.68
2003 5,064 1.0 2.9% 75,875 1.7% $14.98
2004 31,551 6.4 9.3% 329,602 7.5% $10.45
2005 48,821 9.8 19.1% 800,747 18.2% $16.40
2006 66,027 13.3 32.4% 520,529 11.8% $7.88
2007 48,309 9.7 42.2% 600,102 13.6% $12.42
2008 32,475 6.6 48.7% 324,750 7.4% $10.00
2009 45,263 9.1 57.9% 336,903 7.6% $7.44
2010 88,252 17.8 75.7% 893,793 20.3% $10.13
2011 1,520 0.3 76.0% 27,360 0.6% $18.00
2012 37,870 7.6 83.6% 409,082 9.3% $10.80
2013 0 0.0 0.0% 0 0.0% $0.00
2014 0 0.0 0.0% 0 0.0% $0.00
2015 0 0.0 83.6% 0 0.0% $0.00
2016 & Thereafter 0 0.0 83.6% 0 0.0% $0.00
Vacant 81,303 16.4 100.0% 0 0.0% $0.00
------------ --------- ----------- ----------
TOTAL/WTD. AVG. 495,722 100.0% $ 4,408,493 100.0% $10.64
============ ========= =========== ==========
- ----------
<FN>
(1) Leases expiring prior to 3/1/2003.
</FN>
Reserves. Ross Stores, Inc. currently is paying reduced rent (2% of its
sales) due to a co-tenancy clause as a result of a vacant SuperFresh. Ross
Stores, Inc. is permitted under its lease to terminate if a replacement tenant
for SuperFresh is not in occupancy by April 2003. At origination, an upfront
reserve of $700,000 was funded to the Ross reserve account to cover the cost of
tenant improvements and/or leasing commissions if Ross Stores, Inc. elects to
terminate its lease pursuant to the co-tenancy requirements. The amounts in the
Ross reserve account to be released upon, among other things, (1)
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
B-42
ALL INFORMATION IN THIS TERM SHEET, WHETHER REGARDING THE ASSETS BACKING ANY
SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION
CONTAINED IN ANY FINAL PROSPECTUS FOR ANY SECURITIES ACTUALLY SOLD TO YOU.
the tenant resuming payment of base rent under the lease or (2) a replacement
tenant taking occupancy and delivering to lender an acceptable estoppel.
Heilig-Meyers, the parent of the tenant Roomstore, declared bankruptcy in
August 2000. At origination, an upfront reserve in the amount of $625,000 was
taken as additional security to be released upon, among other things, (i)
Heilig-Meyers confirms a plan of reorganization and has not rejected or
otherwise terminated liability under the lease or (ii) a replacement tenant
takes occupancy.
Sprint Spectrum L.P. entered into a lease dated June 12, 2002, an upfront
reserve in the amount of $49,400 was taken to be released upon Sprint Spectrum
L.P. delivering an acceptable estoppel.
An environmental reserve in the amount of $1,000,000 was established at
origination to address concerns resulting from the prior use of the property as
a gas station and the current use as a dry cleaner to be identified by a
post-closing Phase II. If the remediation estimate is greater than $1,000,000
the Borrower is required to deposit the additional funds in to the reserve or to
provide environmental insurance.
The ongoing TI/LC reserve is capped at $300,000. The ongoing replacements
reserve is capped at $263,716.
Insurance Requirements. The Borrower is required to maintain comprehensive
all risk insurance with no exclusion for terrorism or a stand alone terrorism
insurance policy. However, if the cost of the additional premium in respect of
terrorism insurance would exceed 125% of the cost of a comprehensive all risk
insurance policy with an exclusion for terrorism the Borrower is only required
to obtain the maximum amount of terrorism insurance obtainable for this maximum
premium. Notwithstanding the foregoing, if the Borrower's failure to provide
terrorism insurance would result in a downgrade or withdrawal of the ratings of
the loan or any related certificate in a secondary market transaction by a
rating agency, the Borrower is required to maintain terrorism coverage
regardless of the cost.
Mezzanine Loan. None permitted.
Additional Debt. Not permitted except for trade payables and debt incurred
in the financing of equipment or other personal property used on the Festival at
Waldorf Property.
Permitted Transfers. Transfers of the direct or indirect ownership
interests in the Borrower are permitted without the consent of the lender if
there is no change of control of the Borrower or its general partner, manager or
managing member and (1) no single transfer results in the proposed transferor or
its affiliates or family members owning, directly or indirectly, more than 49%
of the Borrower and (2) no more than 49% of the ownership interests of the
Borrower are transferred in the aggregate; provided that transfers among
partners or members of the Borrower holding in excess of 20% of the ownership
interests of the Borrower as of origination are not counted for purposes of this
computation. Additionally, certain transfers are permitted for estate planning
purposes.
This material is for your private information and we are not soliciting any
action based upon it. This material is not to be construed as an offer to sell
or the solicitation of any offer to buy any security in any jurisdiction where
such an offer or solicitation would be illegal. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. By accepting this
material the recipient agrees that it will not distribute or provide the
material to any other person. The information contained in this material may be
based on assumptions regarding market conditions and other matters as reflected
therein. We make no representations regarding the reasonableness of such
assumptions or the likelihood that any of such assumptions will coincide with
actual market conditions or events, and this material should not be relied upon
for such purposes. We and our affiliates, officers, directors, partners and
employees, including persons involved in the preparation or issuance of this
material may, from time to time, have long or short positions in, and buy and
sell, the securities mentioned therein or derivatives thereof (including
options). This material may be filed with the Securities and Exchange Commission
(the "SEC") and incorporated by reference into an effective registration
statement previously filed with the SEC under Rule 415 of the Securities Act of
1933, including in cases where the material does not pertain to securities that
are ultimately offered for sale pursuant to such registration statement.
Information contained in this material is current as of the date appearing on
this material only. Information in this material regarding any assets backing
any securities discussed herein supersedes all prior information regarding such
assets. All information in this Term Sheet, whether regarding the assets backing
any securities discussed herein or otherwise, will be superseded by the
information contained in any final prospectus for any securities actually sold
to you. The Lead Manager and Co-Managers do not provide accounting, tax or legal
advice. In addition, we mutually agree that, subject to applicable law, you may
disclose any and all aspects of any potential transaction or structure described
herein that are necessary to support any U.S. federal income tax benefits,
without the Lead Manager or Co-Managers imposing any limitation of any kind.
This material is furnished to you by the Lead Manager and Co-Managers and not by
the issuer of the securities. Goldman, Sachs & Co. is acting as the lead manager
and Banc of America Securities LLC, Bear, Stearns & Co. Inc., Morgan Stanley &
Co. Incorporated and WaMu Capital Corp. are acting as co-managers. None of these
parties are acting as agent for the issuer or its affiliates in connection with
the proposed transaction. Neither the issuer nor any of its affiliates has
prepared or taken part in the preparation of these materials and neither makes
any representation as to the accuracy of these materials.
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