Filed Pursuant to Rule 433
File No.: 333-125248-03
March 9, 2006
UPDATE to
Structural and Collateral Information Free Writing Prospectus dated March 2006
(the "Term Sheet FWP") and Free Writing Prospectus Dated March 3, 2006 (the
"MARCH 3 FWP")
GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1
1. Loan No. 10 (Meadowood Napa Valley) on Annex A-1 to the MARCH 3 FWP, with
a balance as of the cut-off date of $35,000,000 (representing 2.13% of the
initial pool balance and 2.61% of the initial loan group 1 balance as of
the MARCH 3 FWP) has been removed from the mortgage pool.
2. Due to such removal, the mortgage loan known as Embassy Suites (the
"Embassy Suites Loan") identified as Loan No. 13 on Annex A-1 to the MARCH
3 FWP, with a balance as of the cut-off date of $28,000,000 (representing
1.70% of the initial pool balance and 2.09% of the initial loan group 1
balance as of the MARCH 3 FWP, a cut-off date LTV of 36.6% and a DSCR of
3.85x is now one of the ten largest mortgage loans. Attachment A contains
the large loan description of the Embassy Suites Loan.
3. The table set forth on Attachment B sets forth the current uses of the
mortgaged properties, revised to reflect such removal.
4. Attachment C sets forth certain information in connection with the offered
certificates.
5. Attachment D contains the anticipated planned principal balances of the
Class A-AB Certificates.
GE Commercial Mortgage Corporation (the "Depositor") has filed a registration
statement (including a prospectus) (SEC File no. 333-125248) with the SEC for
the new offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the Depositor has filed with the SEC for more complete information
about the Depositor, the issuing entity, and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Depositor, any underwriter, or any dealer participating in
the offering will arrange to send you the prospectus if you request it by
calling 1-800-294-1322 or by email to the following address:
dg.prospectus_distribution@bofasecurities.com.
This free writing prospectus does not contain all information that is required
to be included in a prospectus required to be filed as part of a registration
statement. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Certificates, supersedes
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely
to provide you with information about the offering of the Certificates referred
to in this free writing prospectus and to solicit an offer to purchase the
Certificates, when, as and if issued. Any such offer to purchase made by you
will not constitute a contractual commitment by you to purchase or give rise to
an obligation by the underwriters to sell any of the Certificates, until the
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
You are advised that the terms of the Certificates, and the characteristics of
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or replaced and that similar or different mortgage
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to
purchasers of the Certificates will first be made. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If a material change does occur with respect to
such Certificates, our contract will terminate, by its terms, without any
further obligation or liability between us (an "Automatic Termination"). If an
Automatic Termination does occur, the underwriter will notify you, and neither
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none
of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.
This free writing prospectus was prepared on the basis of certain assumptions
(including, in certain cases, assumptions specified by the recipient hereof)
regarding the pool assets and structure, including payments, interest rates,
weighted average lives and weighted average loan age, loss, spreads, market
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially
different than anticipated, and therefore the pricing, payment or yield
information regarding the Certificates may be different from the information
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary
significantly from the information contained in this free writing prospectus as
a result of various factors, including, without limitation, prevailing credit
spreads, market positioning, financing costs, hedging costs and risk and use of
capital and profit. The pricing estimates contained herein may vary during the
course of any particular day and from day to day. You should consult with your
own accounting or other advisors as to the adequacy of the information in this
free writing prospectus for your purposes.
------------------------------------
IRS CIRCULAR 230 NOTICE
THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES.
THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN
CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
------------------------------------
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.
------------------------------------
ATTACHMENT A
$1,484,121,000 (Approximate)
GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2006-C1
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET Balance: $28,000,000
Embassy Suites DSCR: 3.85x
LTV: 36.55%
- --------------------------------------------------------------------------------
[GRAPHIC OMITTED]
This information has been prepared solely for information purposes and is not an
offer to buy or sell or a solicitation of an offer to buy or sell any security
or instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. Any decision to invest in such securities should be made
only after reviewing such Prospectus and Prospectus Supplement. Banc of America
Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets, Inc.,
J.P. Morgan Securities Inc. and Merrill Lynch & Co. (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative. $1,484,121,000 (Approximate) GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates Series 2006-C1
1
$1,484,121,000 (Approximate)
GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2006-C1
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET Balance: $28,000,000
Embassy Suites DSCR: 3.85x
LTV: 36.55%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Mortgage Loan Information
- --------------------------------------------------------------------------------
Loan Seller: GECC
Loan Purpose: Refinance
Original Principal $28,000,000
Balance:
Cut-off Principal $28,000,000
Balance:
% by Initial UPB: 1.74%
Interest Rate: 5.300%
Shadow Rating (S/F) AAA/AA-
Payment Date: 1st of each month
First Payment Date: February 1, 2006
Maturity Date: January 1, 2016
Amortization: Interest Only
Call Protection: Lockout for 24 months from the securitization closing
date, then either (a) the greater of yield maintenance
or 1% premium or (b) defeasance is permitted at
borrower's option. On and after November 1, 2015,
prepayment can be made without premium.
Sponsor: Hilton Hotels, Inc., The Oliver Carr Company, Duke
Street Partnership King Street Station Hotel
Borrower: Associates, L.P.
Lockbox: Soft
Initial Reserves: None
Monthly Reserves: None
- --------------------------------------------------------------------------------
Financial Information
- --------------------------------------------------------------------------------
Cut-off Loan / Key: $104,478
Balloon Balance / $104,478
Key:
LTV: 36.55%
Balloon LTV: 36.55%
DSCR: 3.85x
- --------------------------------------------------------------------------------
Property Information
- --------------------------------------------------------------------------------
Single Asset / Portfolio: Single Asset
Property Type: Full Service Hotel
Collateral: Fee Simple
Location: Alexandria, VA
Year Built/Renovated: 1990/2003
Number of Keys: 268
Property Management: Promus Hotels, Inc.
Occupancy (as of 9/30/2005): 81.7%
Underwritten Net Cash Flow: $5,791,842
Appraised Value: $76,600,000
Appraisal Date: November 2, 2005
- --------------------------------------------------------------------------------
Financial Statistics
Embassy Suites 2003 2004 2004(1) 2005(1) GE U/W
- --------------------------------------------------------------------------------
Occupancy 75.9% 81.5% 83.6% 83.9% 81.5%
ADR $152.95 $161.24 $162.80 $170.53 $170.50
RevPAR $116.17 $131.38 $136.16 $143.12 $138.96
(1) Year to date through September
This information has been prepared solely for information purposes and is not an
offer to buy or sell or a solicitation of an offer to buy or sell any security
or instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. Any decision to invest in such securities should be made
only after reviewing such Prospectus and Prospectus Supplement. Banc of America
Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets, Inc.,
J.P. Morgan Securities Inc. and Merrill Lynch & Co. (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.
2
$1,484,121,000 (Approximate)
GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2006-C1
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET Balance: $28,000,000
Embassy Suites DSCR: 3.85x
LTV: 36.55%
- --------------------------------------------------------------------------------
The Embassy Suites Loan
The Loan. The Embassy Suites Loan is secured by a first mortgage on a 268-room
Embassy Suites hotel, constructed in 1990, renovated in 2003, and located in
Alexandria, Virginia, approximately eight miles from Washington, DC.
The Borrower. The borrower is King Street Station Hotel Associates, L.P., a
single purpose entity whose managing partner has an independent manager. Hilton
Hotels (NYSE: HLT), the primary sponsor and franchisor, is a leading global
hospitality company with nearly 2,700 hotels, 475,000 rooms in more than 80
countries, and 150,000 employees worldwide. Brand names of Hilton Hotels include
Hilton, Hilton Garden Inn, Doubletree Embassy Suites, Hampton, Homewood Suites,
Conrad and Harrison Conference Centers. Hilton is rated BB by S&P, BB by Fitch,
and Ba2 by Moody's. As of the fiscal year ended December 31, 2005, Hilton
reported revenue of approximately $4.4 billion and net income of $460 million.
The Oliver Carr Company is part of CarrAmerica which owns, develops and operates
office properties in 12 markets throughout the United States. CarrAmerica and
its affiliates own, directly or through joint ventures, interests in a portfolio
of 285 operating office properties, totaling approximately 26.3 million square
feet.
The Property. The collateral for the mortgage loan is a 268-room, full-service
Embassy Suites hotel built in 1990 and renovated in 2003. The hotel contains 107
double/double bedrooms and 161 king bedrooms. Each room contains a sleeper sofa,
coffee table with chairs, TV with video games, and kitchenette with microwave,
coffee maker, refrigerator and sink. Embassy Suites amenities include 4,800
square feet of meeting space, parking for 140 cars, indoor pool, whirlpool,
fitness room, children's playroom, guest laundry, and business center. Food and
beverage service is provided by Duke's Restaurant (not part of the collateral),
which is located adjacent to the hotel and which hotel guests can access
directly from the lobby level.
The subject property is part of a borrower-controlled condominium development
that also includes office, retail, and restaurant uses and a shared parking
garage.
Embassy Suites is approximately six miles from Reagan National Airport and the
property is easily accessed from the major thoroughfares that serve the area,
such as I-395 and I-95. Additionally, the King Street Metro stop is located
across the road from the property. The property is located in the Old Town
section of Alexandria which is known for its array of museums, architecture,
special events and restaurants that draw more than two million international and
domestic visitors to Alexandria each year.
The appraiser estimated that 30% of the hotel's guests are leisure travelers,
30% are business travelers, 25% are government related travelers, and 15% are
meeting and group travelers.
The Market. The Washington-Arlington-Alexandria, DC-VA-MD-WV MSA includes the
District of Columbia, as well as various counties in northern Virginia, southern
Maryland and West Virginia. According to the appraiser, as of 2004, population
was approximately 5.2 million in the MSA and 132,200 in Alexandria. For 2004,
per capita personal income was estimated at $39,536 in the MSA and $47,793 in
Alexandria.
Alexandria is a major location for the nation's trade and professional
associates. Over 420 associations employing over 11,600 employees use Alexandria
as their headquarters. Additionally, as a result of the US Patent and Trademark
Office headquarters moving to Alexandria, a number of related professional
service companies, notably intellectual property law firms and patent search
firms, have relocated to the area.
This information has been prepared solely for information purposes and is not an
offer to buy or sell or a solicitation of an offer to buy or sell any security
or instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. Any decision to invest in such securities should be made
only after reviewing such Prospectus and Prospectus Supplement. Banc of America
Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets, Inc.,
J.P. Morgan Securities Inc. and Merrill Lynch & Co. (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.
3
$1,484,121,000 (Approximate)
GE Commercial Mortgage Corporation
Commercial Mortgage Pass-Through Certificates
Series 2006-C1
- --------------------------------------------------------------------------------
COLLATERAL TERM SHEET Balance: $28,000,000
Embassy Suites DSCR: 3.85x
LTV: 36.55%
- --------------------------------------------------------------------------------
Tourism in Alexandria is driven by its proximity to Washington, DC, a major
national and international tourist destination. The city offers a wide variety
of historical and cultural attractions, including the Smithsonian Institution,
the White House, presidential monuments, the Vietnam Veteran's Memorial, the
Holocaust Memorial, and the National Mall. The city of Alexandria is also rich
with American history with attractions such as Christ Church and George
Washington's Mount Vernon Estate and Gardens.
Competitive Set. Detail on the three primary competitors of Embassy Suites, as
identified by the appraiser, are detailed in the chart below.
Competitive Set Detail
Estimated 2004
Occupancy
HOTEL Rooms Occupancy ADR RevPAR Penetration Yield Penetration
- ---------------------------------------------------------------------------------------------------------------
Embassy Suites 268 81.5% $161.24 $131.38 105.1% 117.0%
Holiday Inn Select 227 73.0% $159.00 $116.07 94.2% 103.4%
Hilton 241 78.0% $148.00 $115.44 100.6% 102.8%
Residence Inn 240 86.0% $147.00 $126.42 110.9% 112.6%
Total/ Wtd. Avg. 976 79.8% $153.79 $122.66 102.9% 109.2%
Property Management. Promus Hotels, Inc., an affiliate of the borrower, manages
the subject property.
Lockbox. The Embassy Suites Loan is structured with a soft lockbox. Upon the
occurrence of an event of default or the debt service coverage falls below
1.40x, as of the end of a calendar quarter based on the immediately preceding
twelvemonth period, all net cash flow each month is required to be deposited
into an account as additional security. Upon the cure of an event of default and
debt service coverage is greater than or equal to 1.40x, for two consecutive
calendar quarters based on the immediately preceding twelve-month period, the
cash flow sweep will cease and funds are required to be returned to borrower.
Upon the occurrence of three such events that ceases the cash flow sweep and
returns funds to the borrower, no further cure shall require the lender to
return funds, notwithstanding any improvement of the debt service coverage ratio
above 1.40x.
Current Mezzanine or Subordinate Indebtedness. None.
Future Mezzanine or Subordinate Indebtedness. Not permitted.
This information has been prepared solely for information purposes and is not an
offer to buy or sell or a solicitation of an offer to buy or sell any security
or instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. Any decision to invest in such securities should be made
only after reviewing such Prospectus and Prospectus Supplement. Banc of America
Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets, Inc.,
J.P. Morgan Securities Inc. and Merrill Lynch & Co. (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.
4
ATTACHMENT B
CERTAIN ADDITIONAL MORTGAGE LOAN INFORMATION
Type of Mortgaged Properties - All Mortgage Loans
See"Risk Factors" in this prospectus
supplement for information concerning material
concentrations pertaining to characteristics
of the mortgage loans and mortgaged properties
% of % of % of
Number of Aggregate Initial Initial Initial Number of
Mortgaged Cut-off Date Pool Group 1 Group 2 Units or
Property Type Properties Balance Balance Balance Balance NRA
- ------------------------- ---------- -------------------- ----------- ----------- -------------- ------------
Office 13 $ 399,773,556 24.85% 30.59% 0.00% 4,487,884
Multifamily 40 383,022,236 23.81 6.20 100.00 8,926
Multifamily 24 315,410,752 19.61 2.31 94.45 6,036
Manufactured Housing 16 67,611,484 4.20 3.89 5.55 2,890
Retail 39 290,674,876 18.07 22.24 0.00 2,334,156
Self Storage 47 222,902,436 13.86 17.06 0.00 3,330,876
Other 713 149,625,000 9.30 11.45 0.00 5,119,320
Hotel 10 107,927,121 6.71 8.26 0.00 1,266
Industrial 4 47,588,133 2.96 3.64 0.00 1,133,148
Mixed Use 1 7,290,385 0.45 0.56 0.00 108,862
--------- -------------------- ----------- ----------- --------------
Total/Weighted Average 867 $ 1,608,803,744 100.00% 100.00% 100.00%
========= ==================== =========== =========== ==============
Weighted Averages
----------------------------------------------------------------------------------------------------
Cut-off
Date
Balance
per # of Stated Cut-off
Units or Mortgage Remaining Date LTV LTV Ratio
Property Type NRA Rate Term (Mos.) Occupancy DSCR Ratio at Maturity
- ------------------------- --------- ----------- ------------ --------- ----- -------- -----------
Office 198 4.957% 109 97.7% 2.16x 54.51% 52.67%
Multifamily 66,336 5.544% 111 95.5% 1.41x 71.50% 66.48%
Multifamily 74,749 5.555% 112 96.3% 1.42x 71.33% 66.94%
Manufactured Housing 27,087 5.495% 110 91.6% 1.33x 72.29% 64.35%
Retail 179 5.563% 118 96.5% 1.35x 70.84% 62.97%
Self Storage 91 5.546% 116 87.2% 1.48x 66.56% 57.87%
Other 88 5.236% 117 58.6% 3.21x 40.76% 35.14%
Hotel 92,556 5.507% 112 75.3% 2.16x 60.55% 50.95%
Industrial 53 5.423% 116 98.7% 1.29x 76.35% 70.14%
Mixed Use 67 6.088% 59 94.6% 1.37x 63.39% 59.44%
Total/Weighted Average 5.370% 113 1.81x 62.99% 57.34%
Type of Mortgaged Properties - Loan Group 1
% of % of % of
Number of Aggregate Initial Initial Initial Number of
Mortgaged Cut-off Date Pool Group 1 Group 2 Units or
Property Type Properties Balance Balance Balance Balance NRA
- ------------------------- ---------- -------------------- ----------- ----------- -------------- ------------
Office 13 $ 399,773,556 30.59 % 30.59% 0.00% 4,487,884
Retail 39 290,674,876 22.24 22.24 0.00 2,334,156
Self Storage 47 222,902,436 17.06 17.06 0.00 3,330,876
Other 713 149,625,000 11.45 11.45 0.00 5,119,320
Hotel 10 107,927,121 8.26 8.26 0.00 1,266
Multifamily 14 81,059,134 6.20 6.20 0.00 2,434
Multifamily 3 30,201,392 2.31 2.31 0.00 163
Manufactured Housing 11 50,857,743 3.89 3.89 0.00 2,271
Industrial 4 47,588,133 3.64 3.64 0.00 1,133,148
Mixed Use 1 7,290,385 0.56 0.56 0.00 108,862
--------- -------------------- ----------- ----------- --------------
Total/Weighted Average 841 $ 1,306,840,642 100.00 % 100.00% 100.00%
========= ==================== =========== =========== ==============
Weighted Averages
----------------------------------------------------------------------------------------------------
Cut-off
Date
Balance
per # of Stated Cut-off
Units or Mortgage Remaining Date LTV LTV Ratio
Property Type NRA Rate Term (Mos.) Occupancy DSCR Ratio at Maturity
- ------------------------- --------- ----------- ------------ --------- ----- -------- -----------
Office 198 4.957% 109 97.7% 2.16x 54.51% 52.67%
Retail 179 5.563% 118 96.5% 1.35x 70.84% 62.97%
Self Storage 91 5.546% 116 87.2% 1.48x 66.56% 57.87%
Other 88 5.236% 117 58.6% 3.21x 40.76% 35.14%
Hotel 92,556 5.507% 112 75.3% 2.16x 60.55% 50.95%
Multifamily 89,991 5.468% 114 93.7% 1.29x 69.61% 61.18%
Multifamily 197,322 5.374% 118 97.7% 1.31x 59.87% 51.89%
Manufactured Housing 26,254 5.524% 111 91.3% 1.28x 75.39% 66.70%
Industrial 53 5.423% 116 98.7% 1.29x 76.35% 70.14%
Mixed Use 67 6.088% 59 94.6% 1.37x 63.39% 59.44%
Total/Weighted Average 5.325% 114 1.89x 60.90% 54.90%
ATTACHMENT C
GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2006-C1 $1.61B** NEW ISSUE CMBS
Lead Mgrs: Banc of America Securities LLC/Deutsche Bank Securities
Co-Mgrs: Credit Suisse/JPMorgan/Merrill Lynch & Co.
Rating Agencies: Fitch and S&P
Class Size($mm) (Fitch/S&P) Sub Lvl WAL Prin Window
A-1 49.2 AAA/AAA 30.000% 3.02 1-55
A-2 54.3 AAA/AAA 30.000% 4.67 55-60
A-3 47.2 AAA/AAA 30.000% 7.29 82-96
A-AB 53.2 AAA/AAA 30.000% 7.19 60-113
A-4 620.1 AAA/AAA 30.000% 9.66 113-118
A-1A 302.0 AAA/AAA 30.000% **NO LONGER AVAILABLE**
A-M 160.9 AAA/AAA 20.000% 9.84 118-119
A-J 146.8 AAA/AAA 10.875% 9.90 119-120
B 36.2 AA/AA 8.625% 9.96 120-120
C 14.1 AA-/AA- 7.750% 9.96 120-120
**Collateral: 145 Loans / 867 Properties
Loan Sellers: General Electric Capital Corporation (46.4%), Bank of America,
N.A. (33.3%), German America Capital Corporation (20.2%)
Property Types: Off 24.8%, Multi 19.6%, Ret 18.1%, SS 13.9%, Other 9.3%,
Hotel 6.7%, MHC 4.2%, Indus 3.0%, Mixed Use 0.5%
Geographic: NY:15.9%, CA:14.4% (So.CA: 9.4%, No.CA: 5.0%), FL:9.5%,
GA:6.8%, CO:6.2%, VA:6.2%, TX:5.2%, NJ:5.0%, No Others >5%
DSCR/LTV 1.81x / 63.0%
Inv. Grade Lns: 4 loans for 25.6% of UPB
Top 10 Loans: 43.6% of the pool, DSCR: 2.32x, LTV: 55.2%
Top 3 Trust Assets
BALANCE DSCR LTV
277 Park Avenue 190,000,000 2.73x 41.7%
KinderCare Portfolio 149,625,000 3.21x 40.8%
Beyman Mulitfamily Portfolio III 82,850,000 1.25x 79.9%
**Collateral subject to change
Expected Timing
Launch/Px - Friday / Monday
Settlement - March 23, 2006
GE Commercial Mortgage Corporation (the "Depositor") has filed a registration
statement (including a prospectus) (SEC File no. 333-125248) with the SEC for
the new offering to which this free writing prospectus relates. Before you
invest, you should read the prospectus in that registration statement and other
documents the Depositor has filed with the SEC for more complete information
about the Depositor, the issuing entity, and this offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov.
Alternatively, the Depositor, any underwriter, or any dealer participating in
the offering will arrange to send you the prospectus if you request it by
calling 1-800-294-1322 or by email to the following address:
dg.prospectus_distribution@bofasecurities.com.
-2-
This free writing prospectus does not contain all information that is required
to be included in a prospectus required to be filed as part of a registration
statement. This free writing prospectus is not an offer to sell or a
solicitation of an offer to buy these securities in any state where such offer,
solicitation or sale is not permitted.
The information in this free writing prospectus, if conveyed prior to the time
of your contractual commitment to purchase any of the Certificates, supersedes
any conflicting information contained in any prior similar materials relating to
the Certificates. The information in this free writing prospectus may be amended
or supplemented. This free writing prospectus is being delivered to you solely
to provide you with information about the offering of the Certificates referred
to in this free writing prospectus and to solicit an offer to purchase the
Certificates, when, as and if issued. Any such offer to purchase made by you
will not constitute a contractual commitment by you to purchase or give rise to
an obligation by the underwriters to sell any of the Certificates, until the
underwriters have accepted your offer to purchase Certificates; any "indications
of interest" expressed by you, and any "soft circles" generated by us, will not
create binding contractual obligations for you or us.
You are advised that the terms of the Certificates, and the characteristics of
the mortgage loan pool backing them, may change (due, among other things, to the
possibility that mortgage loans that comprise the pool may become delinquent or
defaulted or may be removed or replaced and that similar or different mortgage
loans may be added to the pool, and that one or more classes of Certificates may
be split, combined or eliminated), at any time prior to the time sales to
purchasers of the Certificates will first be made. You are advised that
Certificates may not be issued that have the characteristics described in these
materials. The underwriter's obligation to sell such Certificates to you is
conditioned on the mortgage loans and Certificates having the characteristics
described in these materials. If a material change does occur with respect to
such Certificates, our contract will terminate, by its terms, without any
further obligation or liability between us (an "Automatic Termination"). If an
Automatic Termination does occur, the underwriter will notify you, and neither
the issuer nor any underwriter will have any obligation to you to deliver all or
any portion of the Certificates which you have committed to purchase, and none
of the issuer nor any underwriter will be liable for any costs or damages
whatsoever arising from or related to such non-delivery.
This free writing prospectus was prepared on the basis of certain assumptions
(including, in certain cases, assumptions specified by the recipient hereof)
regarding the pool assets and structure, including payments, interest rates,
weighted average lives and weighted average loan age, loss, spreads, market
availability and other matters. The actual amount, rate or timing of payments on
any of the underlying assets may be different, and sometimes materially
different than anticipated, and therefore the pricing, payment or yield
information regarding the Certificates may be different from the information
provided herein. There can be no assurance that actual pricing will be completed
at the indicated value(s). In addition, pricing of the Certificates may vary
significantly from the information contained in this free writing prospectus as
a result of various factors, including, without limitation, prevailing credit
spreads, market positioning, financing costs, hedging costs and risk and use of
capital and profit. The pricing estimates contained herein may vary during the
course of any particular day and from day to day. You should consult with your
own accounting or other advisors as to the adequacy of the information in this
free writing prospectus for your purposes.
------------------------------------
IRS CIRCULAR 230 NOTICE
THIS FREE WRITING PROSPECTUS IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT
BE USED, FOR THE PURPOSE OF AVOIDING U.S. FEDERAL, STATE OR LOCAL TAX PENALTIES.
THIS FREE WRITING PROSPECTUS IS WRITTEN AND PROVIDED BY THE UNDERWRITERS IN
CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTIONS OR MATTERS
ADDRESSED HEREIN. INVESTORS SHOULD SEEK ADVICE BASED ON THEIR PARTICULAR
CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.
------------------------------------
ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO
THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES
WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA
BLOOMBERG OR ANOTHER EMAIL SYSTEM.
------------------------------------
Attachment D
Class A-AB Planned Principal Balance
Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- -------
4/10/2006 53,244,000 4/10/2011 51,883,424
5/10/2006 53,244,000 5/10/2011 50,584,332
6/10/2006 53,244,000 6/10/2011 49,396,643
7/10/2006 53,244,000 7/10/2011 48,088,185
8/10/2006 53,244,000 8/10/2011 46,890,773
9/10/2006 53,244,000 9/10/2011 45,688,740
10/10/2006 53,244,000 10/10/2011 44,366,335
11/10/2006 53,244,000 11/10/2011 43,154,445
12/10/2006 53,244,000 12/10/2011 41,822,455
1/10/2007 53,244,000 1/10/2012 40,600,614
2/10/2007 53,244,000 2/10/2012 39,374,037
3/10/2007 53,244,000 3/10/2012 37,912,832
4/10/2007 53,244,000 4/10/2012 36,675,619
5/10/2007 53,244,000 5/10/2012 35,319,006
6/10/2007 53,244,000 6/10/2012 34,071,606
7/10/2007 53,244,000 7/10/2012 32,705,087
8/10/2007 53,244,000 8/10/2012 31,447,403
9/10/2007 53,244,000 9/10/2012 30,184,811
10/10/2007 53,244,000 10/10/2012 28,803,522
11/10/2007 53,244,000 11/10/2012 27,530,504
12/10/2007 53,244,000 12/10/2012 26,139,077
1/10/2008 53,244,000 1/10/2013 25,939,077
2/10/2008 53,244,000 2/10/2013 25,739,077
3/10/2008 53,244,000 3/10/2013 25,539,077
4/10/2008 53,244,000 4/10/2013 25,339,077
5/10/2008 53,244,000 5/10/2013 25,139,077
6/10/2008 53,244,000 6/10/2013 24,939,077
7/10/2008 53,244,000 7/10/2013 24,739,077
8/10/2008 53,244,000 8/10/2013 24,539,077
9/10/2008 53,244,000 9/10/2013 24,339,077
10/10/2008 53,244,000 10/10/2013 24,139,077
11/10/2008 53,244,000 11/10/2013 23,939,077
12/10/2008 53,244,000 12/10/2013 23,739,077
1/10/2009 53,244,000 1/10/2014 23,539,077
2/10/2009 53,244,000 2/10/2014 23,339,077
Class A-AB Planned Principal Balance
Distribution Date Balance Distribution Date Balance
----------------- ------- ----------------- -------
3/10/2009 53,244,000 3/10/2014 23,138,312
4/10/2009 53,244,000 4/10/2014 21,806,336
5/10/2009 53,244,000 5/10/2014 20,361,838
6/10/2009 53,244,000 6/10/2014 19,018,818
7/10/2009 53,244,000 7/10/2014 17,563,581
8/10/2009 53,244,000 8/10/2014 16,209,413
9/10/2009 53,244,000 9/10/2014 14,849,886
10/10/2009 53,244,000 10/10/2014 13,378,598
11/10/2009 53,244,000 11/10/2014 12,007,768
12/10/2009 53,244,000 12/10/2014 10,525,490
1/10/2010 53,244,000 1/10/2015 9,143,251
2/10/2010 53,244,000 2/10/2015 7,755,519
3/10/2010 53,244,000 3/10/2015 6,045,886
4/10/2010 53,244,000 4/10/2015 4,645,584
5/10/2010 53,244,000 5/10/2015 3,134,649
6/10/2010 53,244,000 6/10/2015 1,722,661
7/10/2010 53,244,000 7/10/2015 200,365
8/10/2010 53,244,000 8/10/2015 0
9/10/2010 53,244,000 9/10/2015 0
10/10/2010 53,244,000 10/10/2015 0
11/10/2010 53,244,000 11/10/2015 0
12/10/2010 53,244,000 12/10/2015 0
1/10/2011 53,244,000 1/10/2016 0
2/10/2011 53,244,000 2/10/2016 0
3/10/2011 53,061,480 3/10/2016 0
4/10/2016 0