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SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED BY THE INFORMATION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
$658,012,000 (APPROXIMATE BALANCE) MARCH 30, 2004
GS MORTGAGE SECURITIES CORPORATION II
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 2004-C1
APPROXIMATE SECURITIES STRUCTURE:
- ---------------------------------
APPROXIMATE EXPECTED CREDIT EXPECTED EXPECTED
EXPECTED RATING FACE/NOTIONAL SUPPORT WEIGHTED AVERAGE PAYMENT
CLASS FITCH / MOODY'S AMOUNT (MM) (% OF UPB) LIFE (YEARS) (a) WINDOW (a)
- ------------------------------------------------------------------------------------------------------
PUBLICLY OFFERED CLASSES
- ------------------------------------------------------------------------------------------------------
A-1 AAA/Aaa $410.6 13.750% 4.27 05/04 - 04/09
A-2 AAA/Aaa 190.4 13.750% 6.46 04/09 - 11/10
B AA/Aa2 20.0 11.500% 6.65 11/10 - 12/10
C AA-/Aa3 7.8 10.625% 6.68 12/10 - 01/11
D A/A2 16.7 8.750% 6.74 01/11 - 01/11
E A-/A3 12.2 7.375% 6.74 01/11 - 01/11
- ------------------------------------------------------------------------------------------------------
PRIVATELY OFFERED CLASSES (b)
- ------------------------------------------------------------------------------------------------------
X-1 (c) AAA/Aaa 892.2 NA
X-2 (c) AAA/Aaa 846.9 NA
A -1A AAA/Aaa 168.4 13.750%
F BBB+/Baa1 13.3 5.875%
G BBB/Baa2 7.8 5.000%
H BBB-/Baa3 7.8 4.125%
J BB+/Ba1 5.5 3.500%
K BB/Ba2 3.3 3.125%
L BB-/Ba3 3.3 2.750%
M B+/B1 4.4 2.250%
N B/B2 3.3 1.875%
O B-/B3 3.3 1.500%
P NR 13.3 0.000%
TOTAL SECURITIES: $892.2
- ------------------------------------------------------------------------------------------------------
(a) Calculated at 0% CPR.
(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
Greenwich Capital Markets, Inc.
Merrill Lynch & Co.
Wachovia Securities
Sellers/Originators: Goldman Sachs Mortgage Company / Archon (76.8%)
Prudential Mortgage Capital Funding, LLC /
Prudential Mortgage
Commerzbank AG, New York Branch (3.1%)
Washington Mutual Bank, FA (1.8%)
Collateral: 67 Mortgage Loans ($892,264,316)
Master Servicer: Wachovia Bank, National Association
Special Servicer: Allied Capital Corporation
Trustee: Wells Fargo Bank, NA
Pricing: April 2004
Closing: April 2004
Cut-Off Date: April 1st 2004
Distribution Date: 10th of each month, or following business day
(commencing May 10, 2004)
Payment Delay: 9 days
ERISA Eligible: Classes A-1, A-2, B, C, D, and E are expected
to be ERISA eligible subject to certain
conditions for eligibility.
Structure: Sequential pay
Day Count: 30/360
Tax Treatment: REMIC
Rated Final Distribution Date: October 2028
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: $892,264,316
Number of Mortgage Loans / Properties: 67 / 105
Average Mortgage Loan Cut-Off Date Balance: $13,317,378
Weighted Average Current Mortgage Rate: 5.019%
Weighted Average Loan U/W DSCR (b): 2.05x
Weighted Average Loan Cut-Off Date LTV Ratio (b): 67.64%
Weighted Average Remaining Term to Maturity date (months): 63
Weighted Average Remaining Amortization Term (months) (c): 338
Prepayment Lockout / Defeasance as % of Total: 82.4%
Balloon Loans as % of Total: 100.0%
Single Largest Asset as % of Total: 6.3%
Five Largest Assets as % of Total: 28.4%
Ten Largest Assets as % of Total: 44.8%
(a) Three (3) mortgage loans representing approximately 16.7% of the total pool
are structured as pari passu companion loans. All LTV and DSCR numbers are
based on the combined pari passu notes, 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.
(c) Excludes all full-term interest-only loans.
TEN LARGEST LOANS:
- ------------------
CUT-OFF DATE % BY LOAN UW
LOAN BALANCE POOL UPB LTV DSCR PROPERTY TYPE
- ---------------------------------------------------------------------------------------------------------------
Water Tower Place (a) $56,039,776 6.3% 55.66% 1.99x Anchored Retail
Foothills Mall 54,750,000 6.1 75.37 1.90 Anchored Retail
One Briarlake Plaza 50,000,000 5.6 67.57 2.12 Office
DDR Portfolio (a) 48,915,252 5.5 58.98 2.20 Anchored Retail
237 Park Avenue 44,000,000 4.9 64.78 1.52 Office
Willow Wood III & IV 40,000,000 4.5 74.07 2.67 Office
Hyatt Regency Dearborn 32,500,000 3.6 46.43 1.64 Hotel
Rechler Industrial Portfolio II (7-year) 26,593,085 3.0 61.62 1.75 Industrial
Rechler Industrial Portfolio I (5-year) 23,697,944 2.7 62.02 1.88 Industrial
StoneRidge Plaza 23,626,670 2.6 66.18 1.65 Anchored Retail
---------- --- ----- ----
TOTAL/WTD. AVG. $400,122,727 44.8% 63.74% 1.96x
- ---------------------------------------------------------------------------------------------------------------
(a) These loans are shadow rated investment grade by Fitch and Moody's.
SELECTED LOAN DATA:
- -------------------
NUMBER OF LOAN POOL CUT-OFF DATE BALANCE
MORTGAGED -----------------------------------------------------------
GEOGRAPHIC DISTRIBUTION PROPERTIES (MM) % BY UPB WTD. AVG. UWDSCR
- ----------------------------------------------------------------------------------------------------------
Texas 12 $118.0 13.2% 1.95x
New York 31 100.7 11.3 1.69
California (a) 9 91.2 10.2 2.17
Arizona 4 78.4 8.8 1.99
Illinois 3 67.9 7.6 2.07
Florida 6 66.8 7.5 2.00
Virginia 3 63.0 7.1 2.50
North Carolina 7 57.7 6.5 2.34
Ohio 4 46.9 5.3 1.66
Minnesota 7 42.5 4.8 2.45
Other (b) 19 159.2 17.8 2.01
-- ----- ---- ----
TOTAL / WTD. AVG 105 $892.3 100.0% 2.05x
- ----------------------------------------------------------------------------------------------------------
(a) Five (5) properties for a total of $40.3 million (4.5% UPB) are located in
northern California and four (4) properties for a total of $51.0 million
(5.7% UPB) are located in southern California.
(b) Includes 11 states.
NUMBER OF LOAN POOL CUT-OFF DATE BALANCE
MORTGAGED ------------------------------------------------------------
PROPERTY TYPE PROPERTIES (MM) % BY UPB WTD. AVG. UWDSCR
- ----------------------------------------------------------------------------------------------------------
Anchored Retail 30 $327.2 36.7% 2.18x
Office 13 274.8 30.8 2.11
Multifamily 23 168.4 18.9 1.87
Industrial 37 84.9 9.5 1.85
Hotel 1 32.5 3.6 1.64
Self-Storage 1 4.4 0.5 1.45
- --- --- ----
TOTAL / WTD. AVG 105 $892.3 100.0% 2.05x
- ----------------------------------------------------------------------------------------------------------
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
STRUCTURAL AND COLLATERAL TERM SHEET
MORTGAGE POOL OVERVIEW
COLLATERAL FACTS LOAN GROUP 1 (a) LOAN GROUP 2 (b) AGGREGATE POOL
- ------------------------------------------------------------------------------------------------------------------------------------
Cut-Off Date Loan Principal Balance: $723,816,656 $168,447,660 $892,264,316
- ------------------------------------------------------------------------------------------------------------------------------------
Number of Mortgage Loans / Properties (a): 44 / 82 23 / 23 67 / 105
- ------------------------------------------------------------------------------------------------------------------------------------
Average Mortgage Loan Cut-Off Date Balance: $16,450,379 $7,323,811 $13,317,378
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Current Mortgage Rate: 5.064% 4.826% 5.019%
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Loan U/W DSCR: 2.09x 1.87x 2.05x
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Loan Cut-Off Date LTV Ratio: 65.59% 76.43% 67.64%
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Remaining Term to Maturity Date (months): 65 56 63
- ------------------------------------------------------------------------------------------------------------------------------------
Weighted Average Remaining Amortization Term (months): 338 357 338
- ------------------------------------------------------------------------------------------------------------------------------------
Lockout / Defeasance as % of Total: 80.5% 90.4% 82.4%
- ------------------------------------------------------------------------------------------------------------------------------------
Balloon Loans as a % of Total: 100% 100% 100%
- ------------------------------------------------------------------------------------------------------------------------------------
Single Largest Asset as % of Total: 7.7% 13.7% 6.3%
- ------------------------------------------------------------------------------------------------------------------------------------
Five Largest Assets as % of Total: 35.1% 42.8% 28.4%
- ------------------------------------------------------------------------------------------------------------------------------------
Ten Largest Assets as % of Total: 55.3% 66.7% 44.8%
- ------------------------------------------------------------------------------------------------------------------------------------
(a) Loan Group 1 includes 44 non-multifamily loans.
(b) Loan Group 2 contains 23 multifamily loans.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
STRUCTURAL OVERVIEW
- --------------------------------------------------------------------------------
o Loan Group 1 is comprised of 44 loans. Loan Group 2 is comprised of 23
loans. All payments received will be allocated either to Loan Group 1 or
Loan Group 2.
o Generally, the interest from the Available Distribution Amount related to
Loan Group 1 will be used to pay interest to A-1 and A-2, pro rata, until
paid in full. Generally, the interest from the Available Distribution Amount
related to Loan Group 2 will be used to pay interest to the A-1A, until paid
in full. Generally, any remaining Available Distribution Amount will be used
to pay interest to X-1 and X-2, pro rata, until paid in full.
o Generally, the Available Distribution Amount related to Loan Group 1 will be
used to pay principal to A-1 and A-2 in that order, until paid in full, then
to pay principal to A-1A until paid in full. Generally, the Available
Distribution Amount related to Loan Group 2 will be used to pay principal to
A-1A until paid in full, then to pay principal to A-1 and A-2 in that order,
until paid in full.
o After A-1, A-2, A-1A, X-1 and X-2 are paid all amounts to which they are
entitled, the remaining Available Distribution Amount related to both groups
will be used to pay interest and, after A-1, A-2 and A-1A are paid in full,
principal sequentially to B, C, D, E, F, G, H, J, K, L, M, N, O and P.
o Each other class will be subordinate to the Class A-1, A-2, A-1A, 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-1A,
X-1 and X-2 certificates will be of equal priority.
o All classes will pay interest on a 30/360 basis.
o Principal losses will be allocated in reverse alphabetical order to the
Class 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-1A certificates regardless of Loan
Group.
o The Master Servicer will cover prepayment interest shortfalls on the loans
(other than specially serviced 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.
o 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, in certain circumstances, 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
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:
o 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) a fraction the numerator of which
is the amount of principal distributed to such class that was collected
from the same loan group as the prepayment premium, and the denominator
of which is the total amount of principal collected from the same loan
group as the prepayment premium 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)
----------------------------------------------------------
o The remaining percentage of such prepayment premiums and yield
maintenance amounts will be allocated to the Class X-1 certificate.
o 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%
Pass-Through Rate = 5%
Treasury Rate (or Applicable Discount Rate) = 4%
% 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
PREPAYMENT PROFILE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PREPAYMENT RESTRICTION ASSUMING NO PREPAYMENT OF PRINCIPAL (a) (b)
- --------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
AGGREGATE POOL
- ------------------------------------------------------------------------------------------------------------------------
PREPAYMENT MAY MAY MAY MAY MAY MAY MAY MAY
RESTRICTIONS 2004 2005 2006 2007 2008 2009 2010 2011
- ------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 100.00% 100.00% 86.39% 81.00% 61.94% 65.51% 62.40% 0.00%
> of YM or 1% 0.00% 0.00% 13.61% 17.18% 19.20% 34.49% 9.91% 0.00%
Open 0.00% 0.00% 0.00% 1.82% 18.87% 0.00% 27.69% 0.00%
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans ($mm) 892.26 887.91 883.32 878.26 758.80 313.18 309.90 0.00
% OF CUT-OFF BALANCE 100.00% 99.51% 99.00% 98.43% 85.04% 35.10% 34.73% 0.00%
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
LOAN GROUP 1
- ------------------------------------------------------------------------------------------------------------------------
PREPAYMENT MAY MAY MAY MAY MAY MAY MAY MAY
RESTRICTIONS 2004 2005 2006 2007 2008 2009 2010 2011
- ------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 100.00% 100.00% 85.45% 78.78% 57.09% 65.51% 62.40% 0.00%
> of YM or 1% 0.00% 0.00% 14.55% 18.97% 22.79% 34.49% 9.91% 0.00%
Open 0.00% 0.00% 0.00% 2.25% 20.12% 0.00% 27.69% 0.00%
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 0.00%
Balance of Mortgage Loans ($mm) 723.82 719.50 714.95 709.93 605.65 313.18 309.90 0.00
% OF CUT-OFF BALANCE 100.00% 99.40% 98.78% 98.08% 83.67% 43.27% 42.81% 0.00%
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
LOAN GROUP 2
- ------------------------------------------------------------------------------------------------------------------------
PREPAYMENT MAY MAY MAY MAY MAY MAY MAY MAY
RESTRICTIONS 2004 2005 2006 2007 2008 2009 2010 2011
- ------------------------------------------------------------------------------------------------------------------------
Locked out / Defeasance 100.00% 100.00% 90.36% 90.36% 81.11% 0.00% 0.00% 0.00%
> of YM or 1% 0.00% 0.00% 9.64% 9.64% 4.98% 0.00% 0.00% 0.00%
Open 0.00% 0.00% 0.00% 0.00% 13.91% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 100.00% 100.00% 100.00% 100.00% 100.00% 0.00% 0.00% 0.00%
Balance of Mortgage Loans ($mm) 168.45 168.41 168.37 168.33 153.16 0.00 0.00 0.00
% OF CUT-OFF BALANCE 100.00% 99.98% 99.95% 99.93% 90.92% 0.00% 0.00% 0.00%
- ------------------------------------------------------------------------------------------------------------------------
(a) Table calculated using modeling assumptions as described in the prospectus
supplement.
(b) Differences in totals may exist due to rounding.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
STRUCTURAL AND COLLATERAL TERM SHEET
- --------------------------------------------------------------------------------
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 4.27 4.25 4.23 4.20 3.99
A-2 6.46 6.44 6.41 6.37 6.15
B 6.65 6.63 6.60 6.57 6.40
C 6.68 6.65 6.65 6.62 6.44
D 6.74 6.72 6.69 6.65 6.49
E 6.74 6.74 6.74 6.72 6.49
- --------------------------------------------------------------------------------
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
STRUCTURAL AND COLLATERAL TERM SHEET
[MAP OF UNITED STATES OMITTED]
Texas 13.2%
New York 11.3%
California (a) 10.2%
Arizona 8.8%
Illinois 7.6%
Florida 7.5%
Virginia 7.1%
North Carolina 6.5%
Ohio 5.3%
Minnesota 4.8%
Michigan 4.3%
Colorado 3.1%
Nevada 2.4%
Wisconsin 2.3%
Maryland 1.8%
Alabama 1.0%
Idaho 1.0%
Georgia 0.6%
Pennsylvania 0.5%
Mississippi 0.4%
South Carolina 0.4%
[PIE CHART OMITTED]
Anchored Retail 36.7%
Office 30.8%
Multifamily 18.9%
Industrial 9.5%
Hotel 3.6%
Self-Storage 0.5%
(a) Includes 5 properties located in northern California (4.5% of the total
pool) and 4 properties located in southern California (5.7% 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
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
- ---------------------------------------------------------------------------------------------------------
1.38 - 1.59 9 101,638,731 11.4%
1.60 - 1.69 4 72,772,529 8.2
1.70 - 1.79 6 90,643,085 10.2
1.80 - 1.99 16 206,024,720 23.1
2.00 - 2.19 15 173,925,000 19.5
2.20 - 2.49 7 132,040,252 14.8
2.50 - 2.99 6 84,495,000 9.5
3.00 - 3.39 1 7,425,000 0.8
3.40 - 3.44 3 23,300,000 2.6
- ---------- ---
Total 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF CUT-OFF DATE PRINCIPAL BALANCE
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF
CUT-OFF DATE PRINCIPAL BALANCE ($) MORTGAGE LOANS CUT-OFF DATE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------
1,200,000 - 2,999,999 6 $14,937,625 1.7%
3,000,000 - 4,999,999 9 35,870,908 4.0
5,000,000 - 6,999,999 12 72,944,356 8.2
7,000,000 - 9,999,999 16 133,908,316 15.0
10,000,000 - 14,999,999 5 68,955,383 7.7
15,000,000 - 17,999,999 5 78,325,000 8.8
18,000,000 - 29,999,999 7 161,117,700 18.1
30,000,000 - 56,039,776 7 326,205,027 36.6
- ------------ ----
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF AMORTIZATION TYPE
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF
AMORTIZATION TYPE MORTGAGE LOANS CUT-OFF DATE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------
Interest Only 51 $574,127,000 64.3%
Amortizing 14 270,637,316 30.3
Interest Only, Then Amortizing 2 47,500,000 5.3
- ----------- ---
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGED PROPERTIES BY STATE
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF
LOCATION MORTGAGE LOANS CUT-OFF DATE BALANCE DATE BALANCE
- ---------------------------------------------------------------------------------------------------------
Texas 12 $117,955,017 13.2%
New York 31 100,691,029 11.3
California (a) 9 91,237,824 10.2
Arizona 4 78,350,000 8.8
Illinois 3 67,883,684 7.6
Florida 6 66,757,712 7.5
Virginia 3 63,000,000 7.1
North Carolina 7 57,669,999 6.5
Ohio 4 46,930,246 5.3
Minnesota 7 42,545,000 4.8
Michigan 3 38,076,339 4.3
Colorado 2 28,000,000 3.1
Nevada 3 21,030,383 2.4
Wisconsin 4 20,312,000 2.3
Maryland 1 16,000,000 1.8
Alabama 1 9,359,118 1.0
Idaho 1 8,641,695 1.0
Georgia 1 5,600,000 0.6
Pennsylvania 1 4,300,000 0.5
Mississippi 1 3,978,441 0.4
South Carolina 1 3,945,830 0.4
- --------- ---
TOTAL 105 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF LTV RATIOS AT CUT-OFF DATE
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
RANGE OF LTV (%) MORTGAGE LOANS CUT-OFF DATE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------
46.43 - 54.99 9 $86,985,660 9.7%
55.00 - 59.99 5 133,580,027 15.0
60.00 - 64.99 4 96,791,029 10.8
65.00 - 69.99 7 128,238,785 14.4
70.00 - 74.99 19 189,693,083 21.3
75.00 - 79.99 21 240,875,732 27.0
80.00 - 82.77 2 16,100,000 1.8
- ---------- ---
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF MORTGAGE INTEREST RATE (%)
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
RANGE OF MORTGAGE RATES (%) MORTGAGE LOANS CUT-OFF DATE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------
4.200% - 4.500% 13 $176,840,252 19.8%
4.501% - 5.000% 25 282,721,776 31.7
5.001% - 5.500% 18 259,610,402 29.1
5.501% - 6.060% 11 173,091,887 19.4
-- ------------ ----
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING AMORTIZATION TERMS
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
RANGE OF REMAINING AMORTIZATION NUMBER OF AGGREGATE CUT-OFF DATE
TERMS (MOS) MORTGAGE LOANS CUT-OFF DATE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------
Interest Only 51 $574,127,000 64.3%
288 - 300 4 88,426,125 9.9
325 - 359 10 182,211,191 20.4
360 - 360 2 47,500,000 5.3
- ----------- ---
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF ORIGINAL TERMS TO MATURITY
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
RANGE OF ORIGINAL TERMS TO NUMBER OF AGGREGATE CUT-OFF DATE
MATURITY (MOS) MORTGAGE LOANS CUT-OFF DATE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------
56 - 59 1 $48,915,252 5.5%
60 - 60 44 517,488,062 58.0
84 - 85 22 325,861,002 36.5
-- ------------ ----
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF REMAINING TERMS TO MATURITY
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
RANGE OF REMAINING TERMS TO NUMBER OF AGGREGATE CUT-OFF DATE
MATURITY (MOS) MORTGAGE LOANS CUT-OFF DATE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------
47 - 55 24 $345,322,252 38.7%
56 - 60 21 221,081,062 24.8
70 - 80 11 223,247,628 25.0
81 - 84 11 102,613,375 11.5
-- ------------ ----
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
DISTRIBUTION OF PREPAYMENT PROVISIONS
- ---------------------------------------------------------------------------------------------------------
PERCENTAGE OF
NUMBER OF AGGREGATE CUT-OFF DATE
PREPAYMENT PROVISIONS MORTGAGE LOANS CUT-OFF DATE BALANCE BALANCE
- ---------------------------------------------------------------------------------------------------------
Defeasance 54 $735,100,408 82.4%
Greater of YM or 1% of UPB 12 107,163,908 12.0
Yield Maintenance 1 50,000,000 5.6
- ----------- ---
TOTAL 67 $892,264,316 100.0%
- ---------------------------------------------------------------------------------------------------------
(a) Includes 5 properties located in northern California (4.5% of the total
pool) and 4 properties located in southern California (5.7% 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
WATER TOWER PLACE LOAN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $56,500,000(1) $56,039,776
SHADOW RATING:(2) A-/A3 (Fitch/Moody's)
% OF POOL BY UPB: 6.3%
ORIGINATION DATE: August 21, 2003
CO-ORIGINATORS: Archon Financial, L.P. (50%) Commerzbank
AG, New York Branch (50%)
COUPON: 4.970%
INTEREST ACCRUAL: Actual/360
ORIGINAL TERM: 84 months
AMORTIZATION: 360 months
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: September 1, 2010
SPONSOR: The Rouse Company
BORROWER: Water Tower LLC
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 3 months
prior to maturity.
CUT-OFF DATE LOAN PSF(1): $227
UP-FRONT RESERVES: NAP
ONGOING/SPRINGING RESERVES(3): Springing Reserves for Taxes, Insurance,
Capital Expenditures and TI/LC
CASH MANAGEMENT: Hard Lockbox(4)
ADDITIONAL SECURED/
MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Anchored Retail
PROPERTY LOCATION: Chicago, Illinois
OCCUPANCY: 96.0% (Retail)/97.0% (Office)
OCCUPANCY AS OF DATE: January 31, 2004
YEAR BUILT: 1975
YEAR RENOVATED: 2003
COLLATERAL: The collateral consists of a 727,883 SF
vertical shopping mall, a 697-space parking
facility and 93,841 SF of office space
within a 9-floor and 74-floor development
located in Chicago, Illinois.
PROPERTY MANAGEMENT: Rouse Property Management, Inc.
APPRAISED VALUE: $335,000,000
APPRAISAL VALUE DATE: August 1, 2003
CUT-OFF DATE LTV(1): 55.66%
BALLOON LTV(1): 49.65%
U/W NOI: $25,026,209
U/W NCF: $24,040,260
CURRENT ANNUAL DEBT SERVICE(1): $12,069,366
U/W NOI DSCR(1): 2.07x
U/W NCF DSCR(1): 1.99x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) The $56,500,000 mortgage loan represents 2 pari passu notes in an
$188,000,000 first mortgage loan in split loan structure comprised of 6
pari passu notes. Four (4) of such notes (2 with an original loan amount
of $37,500,000 and 2 with an original loan amount of $28,250,000) are not
included in the trust. All aggregate LTV, DSCR, debt service and loan PSF
figures in this table are based on the total $188,000,000 financing.
(2) As indicated by the rating agencies based on their respective
methodologies which may take into account the benefit of pooling.
(3) See "Reserves" below.
(4) 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
The Loan. The largest loan (the "Water Tower Place Loan"), representing
approximately 6.3% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, with principal balance as of the cut-off date of
$56,039,776, is a 7-year balloon loan that has a maturity date of September 1,
2010, and provides for monthly payments of principal and interest based on a
30-year amortization schedule. The Water Tower Place Loan was jointly originated
50% by Archon Financial, L.P. and 50% by Commerzbank AG, New York Branch
("Commerzbank"), and the loan sellers on the Water Tower Place Loan are Goldman
Sachs Mortgage Company and Commerzbank. The Water Tower Place Loan is secured
by, among other things, a mortgage, assignment of rents and leases, security
agreement and fixture filing encumbering the borrower's fee ownership interest
in the Water Tower Place Property.
The Water Tower Place Loan consists of 2 of 6 pari passu mortgage notes
totaling $188,000,000. The other mortgage notes secured by the Water Tower Place
Property are each pari passu in right of payment to the Water Tower Place Loan
(such other notes are collectively referred to as the "Water Tower Place
Companion Loans", and together with the Water Tower Place Loan, the "Water Tower
Place Whole Loan"). Two (2) of the Water Tower Place Companion Loans each have
an original principal balance of $37,500,000 and two of the Water Tower Place
Companion Loans each have an original principal balance of $28,250,000 and each
Water Tower Place Companion Loan has the same interest rate, maturity date and
amortization term as the Water Tower Place Loan. Only the Water Tower Place Loan
is included in the trust. The A-1 Note and A-2 Note were contributed to GMACCM
2003-C3 and the A-5 Note and A-6 Note are currently held by the originators but
are expected to be included in a future securitization. The Water Tower Place
Loan and the Water Tower Place Pari Passu Companion Loans (together, the "Water
Tower Place Whole Loan") are governed by a intercreditor agreement and will be
serviced pursuant to the terms of the GMACCM 2003-C3 pooling and servicing
agreement, as described in the prospectus supplement under "Description of the
Mortgage Pool--The Non-Serviced Loans" and "The Pooling Agreement - Servicing of
the Non-Serviced Loans."
The Borrower. The borrower under the Water Tower Place Loan, Water Tower
LLC, is a Delaware limited liability company that is a special purpose entity
sponsored by The Rouse Company (rated "Baa3/BBB" by Moody's and S&P,
respectively) which is a partner in the joint venture that owns the borrower
along with RREEF, which is the fund manager for 45% of the joint venture.
The Property. The property securing the Water Tower Place Loan (the "Water
Tower Place Property") consists of the retail, office and parking portions of an
approximately 3.1 million square foot, 74-story and 9-story mixed-use complex
known as Water Tower Place located on the North Michigan Avenue in Chicago,
Illinois. The collateral consists of (i) an approximately 727,883 square foot
vertical shopping mall anchored by Marshall Field's and Lord & Taylor and
located on levels 1 through 8 of the structures, (ii) a 697-space parking
facility on four sub-grade levels, and (iii) approximately 93,841 NRSF of office
space located on the ninth level. The 74-story tower also includes a 22-story
Ritz-Carlton Hotel with 435 rooms and a 40-story residential condominium tower,
neither of which are part of the collateral.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Major Tenant Summary. The following table shows certain information
regarding the ten largest retail tenants of the Water Tower Place Property:
TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING % OF % OF TOTAL ANNUALIZED U/W
(FITCH/MOODY'S/ TENANT TOTAL ANNUALIZED U/W ANNUALIZED U/W BASE RENT LEASE
TENANT S&P)(2) NRSF NRSF BASE RENT BASE RENT(3) (PSF)(4) EXPIRATION
- ------------------------- --------------- ------- ------- -------------- -------------- -------------- ---------------------
Marshall Field's A/A2/A+ 288,802 39.7% $2,901,241 15.2% $10.05 1/31/2011
Lord & Taylor BBB+/Baa1/BBB+ 138,241 19.0 1,091,884 5.7 7.90 12/31/2010
The Gap BB-/Ba3/BB+ 15,947 2.2 995,961 5.2 62.45 6/30/2005, 4/30/2006
Abercrombie & Fitch NR/NR/NR 16,507 2.3 756,095 4.0 45.80 12/31/2008, 6/30/2010
The Limited NR/Baa1/BBB+ 16,041 2.2 701,805 3.7 43.75 1/31/2005, 1/31/2006
Express NR/Baa1/BBB+ 10,909 1.5 604,217 3.2 55.39 1/31/2006, 1/31/2013
Banana Republic BB-/Ba3/BB+ 7,393 1.0 586,251 3.1 79.30 2/28/2005
Foodlife NR/NR/NR 24,278 3.3 583,110 3.1 24.02 4/30/2008, 2/29/2004
Victoria's Secret NR/Baa1/BBB+ 10,661 1.5 534,840 2.8 50.17 1/31/2007, 1/31/2011
Structure (Express Men) NR/Baa1/BBB+ 10,661 1.5 396,056 2.1 37.15 1/31/2006
------- ------ ----------- -------
TOTAL/AVERAGE: 539,440 74.1% $9,151,460 47.9% $16.96
======= ====== =========== =======
Remaining Tenants 159,008 21.8 9,943,588 52.1 62.54
Vacant 29,435 4.0 0 0.0 0.00
------- ------ ----------- -------
TOTAL/AVERAGE ALL TENANTS 727,883 100.0% $19,095,048 100.0% $26.23
======= ====== =========== =======
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Percentages based on total retail space Annualized U/W Base Rent.
(4) For those tenants with multiple leases, the Annual U/W Base Rent PSF is a
weighted average calculation under the leases.
The largest office tenant by annualized underwritten base rent is WT
Surgicenter, occupying approximately 18,675 SF, with rent of $767,340,
representing approximately 3.4% of the total annualized underwritten base rent.
WT Surgicenter is an Illinois state licensed facility specializing in outpatient
surgery. No other office tenant accounts for more than 0.9% of the annualized
underwritten base rent.
Lease Expiration. The following table shows the lease expiration schedule
for the mall shop space at the Water Tower Place Property:
LEASE EXPIRATION SCHEDULE(1)
CUMULATIVE % OF TOTAL
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) % OF TOTAL NRSF NRSF
------------------------ --------------- --------------- ----
2004 12,967 1.8% 1.8%
2005 29,512 4.1 5.8%
2006 34,927 4.8 10.6%
2007 25,403 3.5 14.1%
2008 45,787 6.3 20.4%
2009 12,462 1.7 22.1%
2010 174,697 24.0 46.1%
2011 306,714 42.1 88.3%
2012 19,557 2.7 91.0%
2013 13,847 1.9 92.9%
2014 12,181 1.7 94.5%
2015 & Thereafter 10,394 1.4 96.0%
------- ----- -----
Vacant 29,435 4.0 100.0%
TOTAL/AVERAGE: 727,883 100.0%
======= =====
ANNUALIZED U/W BASE APPROXIMATE % OF ANNUALIZED U/W
YEAR ENDING DECEMBER 31, RENT TOTAL U/W BASE RENT BASE RENT PSF
------------------------ ---- ------------------- -------------
2004 $ 1,096,809 5.7% $ 84.58
2005 1,728,858 9.1 $ 58.58
2006 1,807,210 9.5 $ 51.74
2007 1,368,375 7.2 $ 53.87
2008 1,442,351 7.6 $ 31.50
2009 794,660 4.2 $ 63.77
2010 3,327,199 17.4 $ 19.05
2011 4,124,397 21.6 $ 13.45
2012 1,420,455 7.4 $ 72.63
2013 870,815 4.6 $ 62.89
2014 750,129 3.9 $ 61.58
2015 & Thereafter 363,790 1.9 $ 35.00
Vacant 0 0.0 $ 0.00
- ------ ----------------- ----- -----------
TOTAL/AVERAGE: $ 19,095,048 100.0% $ 26.23
================= ===== ===========
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Reserves. Springing reserves for taxes, insurance, capital expenditures
and tenant improvements and leasing commissions are required monthly during at
any time the net operating income debt-service coverage ratio for the prior
12-month period, measured as of the last day of each fiscal quarter, is less
than 1.50x until the net operating income debt-service coverage ratio for the
prior 12-month period, measured as of the last day of each fiscal quarter, is at
least equal to 1.50x for two consecutive 12-month periods (a "Water Tower Place
Cash Trap Period"). Upon the occurrence of a Water Tower Place Cash Trap Period,
the borrower is required to deposit monthly (1) an amount equal to 1/12 of
upcoming annual real estate taxes and annual insurance premiums into a tax and
insurance escrow account, (2) an amount of $25,000 into a tenant improvement and
leasing commission reserve account and (3) an amount of $14,000 in the capital
expenditures reserve account.
With respect to the lease with Drury Lane Productions, Inc., the borrower
will be the beneficiary of a letter of credit in the amount of $1,750,000
delivered by the tenant to secure unfunded tenant improvement obligations. Under
the terms of the loan agreement, the borrower is required to pledge such letter
of credit as additional collateral for the Water Tower Place Whole Loan prior to
making any payment to the tenant in respect of tenant improvements. The borrower
is required to deposit all proceeds of the letter of credit into the tenant
improvement and leasing commission reserve unless the DCSR at such time is
greater than 2.00x. At least $1,000,000 of such letter of credit proceeds are
required to be used in connection with the retenanting of the space currently
leased by Drury Lane Productions, Inc.
Guaranty. In connection with the origination of the Water Tower Place
Loan, The Rouse Company delivered a guarantee in favor of the lender with
respect to the borrower's obligations to (1) complete certain repairs and tenant
improvements with an estimated cost of $7,795,000, including an estimated
$4,300,000 for remediation of bowed marble panels at the Water Tower Place
Property and an estimated $1,750,000 for tenant improvements at the Drury Lane
Theaters and (2) indemnification and reimbursement for any violation of a
reciprocal easement agreement. The sellers have been informed by the borrower
that the borrower may be in violation of the reciprocal easement agreement as a
result of the closure of the automobile access to the hotel after September 11,
2001 through and under the Water Tower Place Property in light of security
concerns, however, the sellers have no knowledge that the hotel has taken any
legal actions to enforce its rights.
Insurance Requirements. The borrower is required to maintain comprehensive
all risk insurance and insurance coverage for terrorism and acts of terrorism.
The terrorism coverage is required in an amount equal to the greater of (x) the
original principal amount of the Water Tower Place Loan and (y) the maximum
amount of terrorism coverage available for a premium of $300,000 (subject to an
increase of 5% per year), provided that (a) the borrower is not required to
maintain terrorism coverage in an amount greater than the insurable value of the
Water Tower Place Property plus related business interruption coverage and (b)
if the premium for the required terrorism coverage would exceed 150% of the
premium limit described in clause (y) above, the borrower is only required to
purchase the greatest amount of terrorism coverage that may be obtained for 150%
of such premium.
Lockbox; Sweep of Excess Cash Flow. At origination, the borrower was
required to establish a sweep account controlled by the lender and to direct all
tenants to make payments directly to such sweep account. Funds in the sweep
account are transferred to a lender controlled cash management account on each
business day. So long as no Water Tower Place Cash Trap Period exists, funds are
swept daily from a cash management account to the borrower. After the occurrence
and during the continuation of a Water Tower Place Cash Trap Period, provided no
event of default exists under the loan documents, all funds in excess of certain
required reserve amounts and the monthly debt service payment will be released
daily to the borrower.
Mezzanine Loan: None permitted.
Additional Debt: None permitted except trade payables in an amount less
than 3% of the loan amount for the Water Tower Place Whole Loan and ordinary
course contractual indemnity obligations.
Permitted Transfers. Transfers of 50% or more of the borrower's equity
interests are permitted so long as such transfer is to (a) its sponsor, (b) a
bank, savings and loan association, investment bank, insurance company, trust
company, commercial credit corporation, pension fund or pension advisory, mutual
fund, government entity or plan,
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
real estate company, investment fund or an institution substantially similar to
any of the foregoing, provided in each case such entity meets certain minimum
net worth requirements and is regularly engaged in the business of owning
interests (either directly or through funds under management) in regional malls,
or (c) any other entity with respect to which a rating confirmation is received.
In addition, under certain circumstances specified in the loan documents, up to
53% of the equity interest in the borrower may be held by an entity other than
the sponsor without constituting a prohibited change of control.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
FOOTHILLS MALL LOAN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: (1) $54,750,000 $54,750,000
% OF POOL BY UPB: 6.1%
ORIGINATION DATE: October 30, 2003
ORIGINATOR: Archon Financial, L.P.
COUPON: 5.09%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 60 months
AMORTIZATION: Interest-only
OWNERSHIP INTEREST: Fee simple
PAYMENT DATE: 1st of the month
MATURITY DATE: November 1, 2008
SPONSOR: Larry Feldman
BORROWER: Foothills Mall LLC
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 3 months
prior to maturity.
CUT-OFF DATE LOAN PSF: $109(2)
UP-FRONT RESERVES: Tax: $107,529; Insurance: $101,211;
Deferred Maintenance: $87,450;
Replacement Reserve: $10,476;
TI/LC: $37,779; Leasing Escrow:
$3,907,142(3)
ONGOING / SPRINGING RESERVES: Ongoing Tax, Insurance, Replacement
Reserves, TI/LC(3)
CASH MANAGEMENT: None required
ADDITIONAL SECURED / MEZZANINE
DEBT: $6,450,000 original mezzanine loan(4)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Anchored Retail
PROPERTY LOCATION: Tucson, Arizona
OCCUPANCY: 92.3%
OCCUPANCY AS OF DATE: December 31, 2003
YEAR BUILT: 1982
YEAR RENOVATED: 1997, 2000
COLLATERAL: The collateral consists of a
newly-redeveloped shopping mall containing
484,009 sf with 16,300 SF of additional
space currently under construction. The
subject is anchored by Loews/Cineplex
Odeon-15, Linens 'N Things, and Barnes &
Noble Booksellers.
PROPERTY MANAGEMENT: Feldman Equities Management LLC
APPRAISED VALUE(5): $68,000,000
APPRAISAL VALUE DATE: October 24, 2003
CUT-OFF DATE LTV: (1) 75.37%
BALLOON LTV: (6) 69.30%
U/W NOI: $5,550,654
U/W NCF: $5,036,066
CURRENT ANNUAL DEBT SERVICE: (1) $2,644,856
U/W NOI DSCR: (1) 2.10x
U/W NCF DSCR: (1) 1.90x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) The principal balance includes a $3,500,000 earnout as described under
"Earnout" below. The Cut-off Date LTV, DSCR, debt service and loan PSF
figures in this table are net of the earnout. If calculated including the
earnout amount, the U/W NOI DSCR is 1.96x, the U/W NCF DSCR is 1.78x and
the Cut-off Date LTV is 80.51%.
(2) Based on the "As Stabilized" square foot amount of 500,309.
(3) See "Reserves" below.
(4) See "Mezzanine Loan" below.
(5) Represents the "As Is" appraised value; the "Stabilized" appraised value
is $79,000,000 assuming completion of additional construction.
(6) Based on the "Stabilized" appraised value.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
The Loan. The second largest loan (the "Foothills Mall Loan"),
representing approximately 6.1% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, with a principal balance as of the
cut-off date of $54,750,000, is a 5-year interest-only loan that has a maturity
date of November 1, 2008 and provides for monthly interest payments. The
Foothills Mall 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 Foothills Mall Property.
The Borrower. The borrower under the Foothills Mall Property, Foothills
Mall LLC, is a Delaware limited liability company that is a special purpose
entity sponsored by Larry Feldman.
The Property. The Foothills Mall property (the "Foothills Mall Property"),
located in Tucson, Arizona, is a 484,009 sq. ft. retail center with 16,300 sq.
ft. of additional space currently under construction. There is approximately
476,967 sq. ft. of retail space and 23,342 sq. ft. of office space. The property
is anchored by Loews/Cineplex Odeon-15, Linens 'N Things, and Barnes & Noble
Booksellers. Other national tenants in occupancy include Dress Barn Outlet,
Famous Footwear Outlet, Nike Factory Store, Ross Dress for Less, Saks Off Fifth
Avenue Outlet, and Toni & Guy.
Major Tenant Summary. The following table shows certain information
regarding the top ten largest retail tenants of the Foothills Malls Property :
TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING % OF TOTAL ANNUALIZED U/W
TENANT (FITCH/MOODY'S/S&P)(2) TENANT NRSF NRSF(3) BASE RENT(4)
------ ---------------------- ----------- ------- ------------
Loews / Cineplex Odeon - 15 NR/NR/NR 77,284 15.4% $ 1,172,398
Linens 'N Things NR/NR/NR 41,480 8.3 414,800
South Dakota Assoc. of the Deaf NR/NR/NR 20,357 4.1 407,140
Barnes & Noble Booksellers NR/Ba2/BB 40,472 8.1 353,486
Ross Dress For Less NR/NR/BBB 30,056 6.0 330,616
Saks Off 5th Avenue Outlet BB-/Ba3/BB 28,000 5.6 252,000
Famous Footwear Outlet NR/NR/NR 10,000 2.0 175,000
Nike Factory Store NR/A2/A 16,300 3.3 171,150
Keatons & Co. (Old Pueblo Grill Norte
Restaurant) NR/NR/NR 7,765 1.6 155,300
Dress Barn Outlet NR/NR/NR 9,397 1.9 150,352
------- ------- -----------
TOTAL/AVERAGE: 281,111 56.2% $ 3,582,243
======= ======= ===========
Remaining Tenants 174,995 35.0% 2,830,597
Vacant 44,203 8.8% 0
------- ------- -----------
TOTAL/AVERAGE ALL TENANTS 500,309 100.0% $ 6,412,840
======= ======= ===========
% OF TOTAL
ANNUALIZED U/W ANNUALIZED U/W
TENANT BASE RENT(3) BASE RENT (PSF) LEASE EXPIRATION
------ ------------ --------------- ----------------
Loews / Cineplex Odeon - 15 18.3% $ 15.17 11/1/2017
Linens 'N Things 6.5 $ 10.00 2/1/2013
South Dakota Assoc. of the Deaf 6.3 $ 20.00 12/1/2008
Barnes & Noble Booksellers 5.5 $ 8.73 2/1/2012
Ross Dress For Less 5.2 $ 11.00 2/1/2008
Saks Off 5th Avenue Outlet 3.9 $ 9.00 11/1/2011
Famous Footwear Outlet 2.7 $ 17.50 12/1/2013
Nike Factory Store 2.7 $ 10.50 12/1/2007
Keatons & Co. (Old Pueblo Grill Norte
Restaurant) 2.4 $ 20.00 11/1/2013
Dress Barn Outlet 2.3 $ 16.00 7/1/2007
------
TOTAL/AVERAGE: 55.9% $ 12.74
======
Remaining Tenants 44.1 $ 16.18
Vacant 0.0 $ 0.00
------
TOTAL/AVERAGE ALL TENANTS 100.0% $ 12.82
======
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Based on the "stabilized" total of 500,309 SF, which includes 16,300 SF
currently under construction.
(4) Includes U/W Base Rent of $246,725 from leased space currently under
construction.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Lease Expiration. The following table shows the lease expiration schedule
for the Foothills Mall property:
LEASE EXPIRATION SCHEDULE(1)
YEAR ENDING EXPIRING % OF CUMULATIVE % OF ANNUALIZED U/W BASE APPROXIMATE % OF ANNUALIZED U/W
DECEMBER 31, (SF)(2)(3)(4) TOTAL NRSF TOTAL NRSF RENT(5) TOTAL U/W BASE RENT BASE RENT PSF
------------ ------------- ---------- ---------- ------- ------------------- -------------
2004 46,275 9.2% 9.2% $ 455,107 7.1% $9.83
2005 13,854 2.8 12.0% 285,697 4.5 $20.62
2006 14,136 2.8 14.8% 248,077 3.9 $17.55
2007 48,928 9.8 24.6% 766,721 12.0 $15.67
2008 71,081 14.2 38.8% 1,013,227 15.8 $14.25
2009 17,857 3.6 42.4% 303,350 4.7 $16.99
2010 0 0.0 42.4% 0 0.0 $0.00
2011 40,993 8.2 50.6% 531,598 8.3 $12.97
2012 43,565 8.7 59.3% 437,212 6.8 $10.04
2013 64,908 13.0 72.3% 869,236 13.6 $13.39
2014 4,675 0.9 73.2% 121,375 1.9 $25.96
2015 & Thereafter 89,834 18.0 91.2% 1,381,240 21.5 $15.38
Vacant 44,203 8.8 100.0% 0 0.0 $0.00
------- ----- ---------- -----
TOTAL/AVERAGE: 500,309 100.0% $6,412,840 100.0% $12.82
======= ===== ========== =====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space and tenants paying rent on
a percentage basis.
(2) Total Expiring SF is based on the "Stabilized" 500,309 SF.
(3) For year ending December 31, 2004, expiring SF includes 11 tenants (32,624
SF and $214,783 Annualized U/W Base Rent) that are leased on a month to
month basis.
(4) Vacancy includes 6,755 SF of the 16,300 SF now under construction.
(5) Includes U/W Base Rent of $246,725 from leased space currently under
construction.
Reserves. At origination $3,907,142 was funded to a leasing escrow as
follows: (1) $3,700,000 to secure the renovation of the Loews Theatre suite as
provided in the Loews lease amendment, (2) $113,825 for 3 months rent abatement
and $75,000 in tenant improvements for Old Pueblo Grill Norte Restaurant, (3)
$93,317 for 6 months rent abatement and $50,000 in tenant improvements for
Melting Pot Restaurant. These amounts will be released to the borrower upon
compliance with the leases and/or the tenant certifies it is in occupancy of all
space under the lease. Additionally, the borrower is required to deposit monthly
(1) an amount equal to 1/12 of upcoming annual real estate taxes and annual
insurance premiums into a tax and insurance escrow account, (2) in the first
loan year, an amount of 1/12 of $125,712 into a replacement reserve account,
increasing annually to 1/12 of 102.5% of the previous required annual amount and
(3) an initial amount of 1/12 of $453,353 into a rollover reserve account
replacement reserve account, increasing annually to 1/12 of 102.5% of the
previous required annual amount.
The Earnout. The Foothills Mall Loan includes a funded earnout amount of
$3,500,000. The Cut-off Date LTV, the U/W NOI DSCR and the U/W NCF DSCR in the
"Property Information" table above are calculated assuming the earnout amount is
applied to prepay the outstanding principal balance of the loan and the
borrower's monthly debt service is reduced accordingly. All of the earnout may
be released within 24 months of the origination date if the loan-to value ratio
of the Foothills Mall Loan is less than 80% (based upon a new appraisal), the
actual debt service coverage ratio is at least equal to 1.25x and the stressed
debt service coverage ratio is at least equal to 1.05x. For purposes of
determining the stressed debt service coverage ratio, the calculated net cash
flow is divided by an assumed loan payment utilizing a stressed rate constant of
10.01% multiplied by the outstanding loan balance. If the borrower does not
achieve these targets, a hypothetical loan amount that would be supported by the
actual net cash flow at the appropriate ratios will be determined. The borrower
will receive the difference between the funded loan amount and the calculated
hypothetical loan amount. The remainder of the earnout amount will be deposited
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
into a replacement escrow reserve and/or a rollover reserve and will not be
applied to prepay the Foothills Mall Loan.
Insurance Requirements. The borrower is required to maintain comprehensive
all risk insurance with coverage for terrorism and acts of terrorism.
Lockbox; Sweep of Excess Cash Flow. None required.
Mezzanine Loan. The ownership interests in the borrower have been pledged
to secure a mezzanine loan with an original outstanding principal balance
$6,450,000 from Massachusetts Mutual Life Insurance Company. The mezzanine loan
was originated on November 12, 2003 and is a fully-amortizing 5-year loan. The
mezzanine lender has entered into an intercreditor agreement with the mortgagee
that provides that the mezzanine loan is subordinated to the Foothills Mall Loan
and gives the mezzanine lender certain cure rights and the right to purchase the
Foothills Mall Loan after default.
Additional Debt. None permitted except trade payables in an amount less
than 5% of the loan amount for the Foothills Mall Loan and financing leases and
purchase money debt.
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 sole 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 the direct or indirect owners of the
borrower as of the origination date of the Foothills Mall Loan are permitted.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
ONE BRIARLAKE PLAZA LOAN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $50,000,000 $50,000,000
% OF POOL BY UPB: 5.6%
ORIGINATION DATE: October 8, 2003
ORIGINATOR: Archon Financial, L.P.
COUPON: 5.395%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 84 months
AMORTIZATION: Interest-only
OWNERSHIP INTEREST: Fee simple
PAYMENT DATE: 1st of the month
MATURITY DATE: November 1, 2010
SPONSOR: Crescent Real Estate Equities, Ltd. and
JPMorgan Investment Management
BORROWER: Crescent One Briarlake Plaza, L.P
CALL PROTECTION/LOCKOUT: Prepayable at the first payment date
following the second anniversary of the
securitization closing date with payment of
yield maintenance. Freely prepayable 6
months prior to maturity.
CUT-OFF DATE LOAN PSF: $100
UP-FRONT RESERVES: Tax: $1,533,751; TI/LC: $1,071,710
ONGOING/SPRINGING RESERVES: Ongoing Taxes; Springing reserves for
Insurance, Replacements and TI/LC(1)
CASH MANAGEMENT: Hard Lockbox(2)
ADDITIONAL SECURED / MEZZANINE
DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
PROPERTY LOCATION: Houston, Texas
OCCUPANCY: 92.4%
OCCUPANCY AS OF DATE: December 31, 2003
YEAR BUILT: 2000
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a 502,410 square
feet of net rentable area of a 20-story
Class A office building and a 7-level
attached parking garage on a 9.3-acre
parcel of land located in Houston, Texas.
PROPERTY MANAGEMENT: Crescent
APPRAISED VALUE: $74,000,000
APPRAISAL VALUE DATE: September 22, 2003
CUT-OFF DATE LTV: 67.57%
BALLOON LTV: 67.57%
U/W NOI: $6,228,856
U/W NCF: $5,804,767
CURRENT ANNUAL DEBT SERVICE: $2,734,965
U/W NOI DSCR: 2.28x
U/W NCF DSCR: 2.12x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) See "Reserves" below.
(2) 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
The Loan. The third largest loan (the "One Briarlake Plaza Loan"),
representing approximately 5.6% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, with a principal balance as of the
cut-off date of $50,000,000, is a 7-year interest-only loan that has a maturity
date of November 1, 2010, and provides for monthly payments of interest. The One
Briarlake Plaza Loan is secured by, among other things, a deed of trust,
assignment of rents and leases, security agreement and fixture filing
encumbering the borrower's fee ownership interest in the One Briarlake Plaza
Property.
The Borrower. The borrower under the Briarlake Plaza Loan, Crescent One
Briarlake Plaza, L.P., is a Delaware limited partnership that is a special
purpose entity sponsored by JP Morgan Investment Management (70% owner) and
Crescent Real Estate Equities, Ltd. (30% owner).
The Property. The One Briarlake Plaza property (the "One Briarlake Plaza
Property") is a 502,410 sq. ft. Class A office property located in Houston,
Texas. One Briarlake Plaza consists of a 20-story multi-tenant Class A office
building containing 502,410 square feet of net rentable area and a 7-level
attached parking garage on a 9.3-acre parcel of land. The building is located in
the Westchase area, approximately 12 miles west of Houston's CBD.
Major Tenant Summary. The following table shows certain information
regarding the top ten largest office tenants of the One Briarlake Plaza
Property:
TEN LARGEST OFFICE TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING
(FITCH/MOODY'S/ % OF TOTAL ANNUALIZED U/W
TENANT S&P)(2) TENANT NRSF NRSF BASE RENT
------ ------- ----------- ---- ---------
EOTT NR/NR/NR 50,208 10.0% $ 1,230,096
Gallagher Healthcare NR/NR/NR 51,730 10.3 1,054,104
Halliburton / Magic NR/Baa2/BBB 32,163 6.4 835,413
Zurich Amer. Invest NR/NR/A+ 34,406 6.8 739,729
Microsoft NR/Aa2/AA 32,072 6.4 673,512
Structure Consulting NR/NR/NR 25,865 5.1 653,820
Haynes Whaley NR/NR/NR 25,865 5.1 594,895
Datavox NR/NR/NR 26,080 5.2 562,845
Unumprovident Corp BBB-/Baa3/BBB- 17,342 3.5 499,450
R&B Falcon BBB+/Baa2/A- 24,904 5.0 498,080
------- ----- -----------
TOTAL/AVERAGE: 320,635 63.8% $ 7,341,944
======= ===== ===========
Remaining Tenants 143,595 28.6 3,499,820
Vacant 38,180 7.6 0
------- ----- -----------
TOTAL/AVERAGE ALL TENANTS 502,410 100.0% $10,841,764
======= ===== ===========
% OF TOTAL
ANNUALIZED U/W ANNUALIZED U/W
TENANT BASE RENT(3) BASE RENT (PSF)(4) LEASE EXPIRATION
------ ------------ ------------------ ----------------
EOTT 11.3% $ 24.50 12/1/2006
Gallagher Healthcare 9.7 $ 20.38 10/1/2012
Halliburton / Magic 7.7 $ 25.97 7/1/2007
Zurich Amer. Invest 6.8 $ 21.50 8/1/2012
Microsoft 6.2 $ 21.00 6/1/2009
Structure Consulting 6.0 $ 25.28 8/1/2008
Haynes Whaley 5.5 $ 23.00 9/1/2011
Datavox 5.2 $ 21.58 8/1/2012, 9/1/2012
Unumprovident Corp 4.6 $ 28.80 8/1/2008
R&B Falcon 4.6 $ 20.00 7/1/2013
-----
TOTAL/AVERAGE: 67.7% $ 22.90
=====
Remaining Tenants 32.3 $ 24.37
Vacant 0.0 $ 0.00
-----
TOTAL/AVERAGE ALL TENANTS 100.0% $ 21.58
=====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Percentages based on annualized underwritten rent for all tenants.
(4) For those tenants with multiple leases the Annual U/W Base Rent PSF is a
weighted average calculation under the leases.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Lease Expiration. The following table shows the lease expiration schedule
for the One Briarlake Plaza property:
LEASE EXPIRATION SCHEDULE(1)
% OF CUMULATIVE % OF ANNUALIZED U/W APPROXIMATE % OF ANNUALIZED U/W
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) TOTAL NRSF TOTAL NRSF BASE RENT TOTAL U/W BASE RENT BASE RENT PSF
- ------------------------ --------------- ---------- ---------- --------- ------------------- -------------
2004 4,172 0.8% 0.8% $ 100,128 0.9% $ 24.00
2005 38,959 7.8 8.6% 1,009,864 9.3 $ 25.92
2006 55,264 11.0 19.6% 1,369,784 12.6 $ 24.79
2007 48,469 9.6 29.2% 1,222,945 11.3 $ 25.23
2008 94,000 18.7 47.9% 2,350,733 21.7 $ 25.01
2009 42,533 8.5 56.4% 893,193 8.2 $ 21.00
2010 0 0.0 56.4% 0 0.0 $ 0.00
2011 43,713 8.7 65.1% 1,040,359 9.6 $ 23.80
2012 112,216 22.3 87.4% 2,356,678 21.7 $ 21.00
2013 24,904 5.0 92.4% 498,080 4.6 $ 20.00
2014 0 0.0 92.4% 0 0.0 $ 0.00
2015 & Thereafter 0 0.0 92.4% 0 0.0 $ 0.00
Vacant 38,180 7.6 100.0% 0 0.0 $ 0.00
------- ----- ------------ -----
TOTAL/AVERAGE: 502,410 100.0% $ 10,841,764 100.0% $ 21.58
======= ===== ============ =====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
Reserves. Springing reserves for replacements, tenant improvements and
leasing commissions are required monthly at any time the net operating income is
less than 75% of $6,084,049 for 2 consecutive quarters, measured as of the last
day of each fiscal quarter for the prior 12-month period until net operating
income is at least 80% of $6,084,049 for 3 consecutive quarters, measured as of
the last day of each fiscal quarter for the prior 12-month period (a "One
Briarlake Plaza Cash Trap Period"). Upon the occurrence of a Briarlake Cash Trap
Period, the borrower is required to deposit monthly (1) an amount equal to 1/12
of upcoming annual insurance premiums into an insurance escrow account, (2) an
amount of $158,333 into a tenant improvement and leasing commission reserve
account, (3) an amount equal to 1/12 of the product of (a) $0.20 and (b) the
aggregate number of rentable square feet of the One Briarlake Plaza Property
into a replacement reserve account and (4) an amount equal to the amount
required such that the amount on deposit in the replacement reserve account is
equal to the amount of budgeted capital expenditures for that month.
Additionally, the borrower is required to deposit monthly an amount equal to
1/12 of upcoming annual real estate taxes into a tax escrow account.
Insurance Requirements. The borrower is required to maintain comprehensive
all risk insurance and coverage for terrorism and acts of terrorism in an amount
not less than $50,000,000; provided that the borrower is only required to
maintain terrorism insurance if such coverage (A) is then being obtained by
prudent owners of similar real estate, or (B) is otherwise available for an
annual premium that is less or equal to $900,000.
Lockbox; Sweep of Excess Cash Flow. At origination, the borrower was
required to establish a sweep account controlled by the lender and to direct all
tenants to make payments directly to such sweep account. Funds in the sweep
account are transferred to a lender controlled cash management account on each
business day. So long as no One Briarlake Plaza Cash Trap Period exists and
sufficient money is on deposit in the cash management account to pay the monthly
debt service payment and the required deposit to the tax reserve account, funds
are swept daily from a cash management account to the borrower. After the
occurrence and during the continuation of a One Briarlake Plaza Cash Trap
Period, all amounts in the cash management account after payment of the monthly
debt service payment and all required reserves will be deposited in a cash trap
reserve and held as additional collateral for the One Briarlake Plaza Loan until
no One Briarlake Plaza Cash Trap Period exists.
Mezzanine Loan. None permitted.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Additional Debt. None permitted except trade payables in an amount less
than 3% of the loan amount for the One Briarlake Plaza Loan and financing leases
and purchase money debt.
Permitted Transfers. The borrower is permitted to transfer 50% or more of
its equity interests so long as such transfer is to (a) its sponsor, (b) any
pension fund or investment fund managed or advised by J.P. Morgan Investment
Management Inc. and/or another subsidiary of J.P. Morgan Chase & Co. (c) a bank,
savings and loan association, investment bank, insurance company, trust company,
commercial credit corporation, pension fund or pension advisory, mutual fund,
government entity or plan, real estate company, investment fund or an
institution substantially similar to any of the foregoing, provided in each case
such entity meets certain minimum net worth requirements and is regularly
engaged in the business of owning office properties in major metropolitan area,
or (c) any other entity with respect to which a rating confirmation is received.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
DDR PORTFOLIO LOAN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $50,000,000(1) $48,915,252
SHADOW RATING:(2) AA/A3 (Fitch/Moody's)
% OF POOL BY UPB: 5.5%
ORIGINATION DATE: March 25, 2003
ORIGINATOR: Archon Financial, L.P.
COUPON: 4.410%
INTEREST ACCRUAL: Actual/360
ORIGINAL TERM: 59 months
AMORTIZATION: 300 months
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: March 1, 2008
SPONSOR: Developers Diversified Realty Corporation
("DDR")
BORROWERS: Ten individual Delaware limited liability
companies.
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 90 days
prior to maturity.
CUT-OFF DATE LOAN PSF(1):
$50
UP-FRONT RESERVES: None
ONGOING/SPRINGING RESERVES: Springing reserves for Taxes, Insurance,
TI/LC, and Replacement Reserves(3)
CASH MANAGEMENT: Hard Lockbox(4)
ADDITIONAL SECURED/ MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTY TYPE: Anchored Retail
PROPERTY LOCATION: Various
OCCUPANCY: 92.9%
OCCUPANCY AS OF DATE: January 21, 2004
YEARS BUILT: 1988-2000
YEAR RENOVATED: 1995-2003
COLLATERAL: The DDR portfolio consists of 10 anchored
retail centers located in eight states.
Comprised in the aggregate of 2,907,608
square feet, 1,097,738 is anchor space and
1,809,870 is in-line space. The portfolio's
tenant mix includes anchor tenants such as
Wal-Mart, Sam's Wholesale, Bed Bath &
Beyond, Old Navy, and Winn Dixie Stores.
PROPERTY MANAGEMENT: Developers Diversified Realty Corporation,
an affiliate of the borrowers
APPRAISED VALUE: $248,800,000
APPRAISAL VALUE DATES: January 22, 2003 - November 1, 2003
CUT-OFF DATE LTV(1) 58.98%
BALLOON LTV(1) 53.23%
U/W NOI: $23,268,583
U/W NCF: $21,777,363
CURRENT ANNUAL DEBT SERVICE: $9,913,256
U/W NOI DSCR(1) 2.35x
U/W NCF DSCR(1) 2.20x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) The $50,000,000 mortgage loan represents 1 pari passu note in a
$150,000,000 first mortgage loan split loan structure comprised of 3 pari
passu notes. Two (2) of such notes (each with an original amount of
$50,000,000) are not included in the trust. All aggregate LTV, DSCR, debt
service and loan PSF figures in this table are based on the total
$150,000,000 financing.
(2) As indicated by the rating agencies based on their respective
methodologies which may take into account the benefit of pooling.
(3) See "Reserves" below.
(4) 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
The Loan. The fourth largest loan (the "DDR Portfolio Loan"), representing
approximately 5.5% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, with a principal balance as of the cut-off date of
$48,915,252 is an approximately 5-year balloon loan that has a maturity date of
March 1, 2008, and provides for monthly payments of principal and interest based
on a 25-year amortization schedule. The DDR Portfolio Loan is secured by a
mortgage, assignment of rents and leases, security agreement and fixture filings
encumbering the borrowers' fee ownership interest in 10 shopping centers.
The DDR Portfolio Loan consists of 1 of 3 pari passu mortgage notes
totaling $150,000,000. The other mortgage notes secured by the DDR Portfolio
Property are each pari passu in right of payment to the DDR Portfolio Loan (such
other notes are collectively referred to as the "DDR Portfolio Companion Loans",
and together with the DDR Portfolio Loan, the "DDR Portfolio Whole Loan"). Each
of the DDR Portfolio Companion Loans has an original principal balance of
$50,000,000 and each DDR Portfolio Companion Loan has the same interest rate,
maturity date and amortization term as the DDR Portfolio Loan. Only the DDR
Portfolio Loan is included in the trust. The A-1 Note was contributed to GMACCM
2003-C2 and the A-3 Note is currently held by the originator but is expected to
be included in a future securitization. The DDR Portfolio Loan and the DDR
Portfolio Pari Passu Companion Loans (together, the "DDR Portfolio Whole Loan")
are governed by a intercreditor agreement and will be serviced pursuant to the
terms of the GMACCM 2003-C2 pooling and servicing agreement, as described in the
prospectus supplement under "Description of the Mortgage Pool--The Non-Serviced
Loans" and "The Pooling Agreement - Servicing of the Non-Serviced Loans."
The Borrowers. The borrowers under the DDR Portfolio Loan, GS II Brook
Highland LLC, GS II Jacksonville Regional LLC, GS II Green Ridge LLC, GS II
Indian Hills LLC, GS II Big Oaks LLC, GS II Oxford Commons LLC, GS II University
Centre LLC, GS II Uptown Solon LLC, GS II North Pointe LLC and GS II Meridian
Crossroads, are each a Delaware limited liability company that is a special
purpose entity sponsored by Developers Diversified Realty Corporation, an Ohio
corporation.
The Properties. The 10 properties securing the DDR Portfolio Loan (the
"DDR Properties") are detailed as follows:
WHOLE LOAN ALLOCATED
PROPERTY NAME LOCATION LOAN AMOUNT (ORIGINAL)
------------- -------- ----------------------
Brook Highland Plaza Shopping Center Birmingham, Alabama $28,700,000
Meridian Crossroads Shopping Center Meridian, Idaho 26,500,000
University Centre Wilmington, 22,000,000
North Carolina
Uptown Solon Solon, Ohio
Shopping Center 16,900,000
Big Oaks Crossing Tupelo, Mississippi 12,200,000
North Pointe Plaza North Charleston, South 12,100,000
Carolina
Green Ridge Square Walker, Michigan 8,900,000
Indian Hills Plaza Mt. Pleasant, Michigan 8,200,000
Oxford Commons Durham, 7,500,000
North Carolina
Jacksonville Regional Jacksonville, Florida 7,000,000
------------
PORTFOLIO TOTALS $150,000,000
============
OCCUPANCY
PROPERTY NAME SQUARE FEET (1/21/2004) MAJOR TENANTS
------------- ----------- ----------- -------------
Brook Highland Plaza Shopping Center 423,393 93% Lowe's (ground lease), Winn-Dixie Stores,
Rhodes
Meridian Crossroads Shopping Center 431,220 99% Shopko, Sportsman's Warehouse, Bed Bath &
Beyond
University Centre 410,491 84% Lowe's, Bed Bath & Beyond, Ross Dress for
Less
Uptown Solon Bed Bath & Beyond, Mustard Seed Market,
Shopping Center 183,288 91% Border Books
Big Oaks Crossing 348,236 100% Wal-Mart, Sam's Club, Goody's
North Pointe Plaza 294,471 100% Wal-Mart, Office Max
Green Ridge Square 133,877 96% TJ Maxx, Office Depot
Indian Hills Plaza 248,963 81% Wal-Mart, Kroger
Oxford Commons 213,934 90% Burlington Coat Factory, Food Lion
Jacksonville Regional 219,735 92% JC Penney, Winn-Dixie Stores, Walgreen's
--------- --
PORTFOLIO TOTALS 2,907,608 93%
========= ==
Major Tenant Summary. The following table shows pertinent information
regarding the portfolio's ten largest tenants, based on annualized underwritten
base rent, of the DDR Portfolio 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
TEN LARGEST RETAIL TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
APPROXIMATE % OF ANNUALIZED U/W
CREDIT RATING TENANT % OF ANNUALIZED U/W ANNUALIZED U/W BASE RENT LEASE
TENANT (FITCH/MOODY'S/S&P)(2) NRSF NRSF BASE RENT BASE RENT(1) (PSF) EXPIRATION
------ ---------------------- ---- ---- --------- ------------ ----- ----------
WAL-MART AA/Aa2/AA
North Pointe Plaza 222,904 7.7% $ 1,324,694 5.4% $ 5.94 8/25/2009
Big Oaks 173,020 6.0 863,364 3.5 4.99 8/18/2012
Indian Hills 140,043 4.8 756,309 3.1 5.40 12/29/2009
--------- ----- ----------- ----- ------
TOTAL 535,967 18.4% $ 2,944,367 12.0% $ 5.49
========= ===== =========== ===== ======
LOWE'S HOME CENTER A/A2/A
University Center 125,357 4.3% $ 752,142 3.1% $ 6.00 10/31/2014
Brook Highland(3) NAP NA 725,000 2.9 5.71 2/25/2023
--------- ----- ----------- ----- ------
TOTAL 125,357 4.3% $ 1,477,142 6.0% $ 5.86
========= ===== =========== ===== ======
BED BATH & BEYOND NR/NR/BBB
Uptown Solon 40,000 1.4% $ 520,000 2.1% $13.00 1/31/2009
University Center 30,405 1.0 364,860 1.5 12.00 1/31/2012
Meridian Commons 34,690 1.2 346,245 1.5 10.50 1/31/2011
--------- ----- ----------- ----- ------
TOTAL 105,095 3.6% $ 1,249,105 5.1% $11.89
========= ===== =========== ===== ======
ROSS DRESS FOR LESS NR/NR/BBB
University Center 30,187 1.0% $ 332,057 1.3% $11.00 1/31/2012
Brook Highland 30,187 1.0 316,964 1.3 10.50 1/31/2014
Meridian Commons 30,187 1.0 297,342 1.2 9.85 1/31/2012
--------- ----- ----------- ----- ------
TOTAL 90,561 3.1% $ 946,363 3.8% $10.45
========= ===== =========== ===== ======
SHOPKO STORES, INC. BB-/B2/BB-
Meridian Commons 109,783 3.8% $ 876,068 3.6% $ 7.98 2/28/2020
OLD NAVY BB-/Ba3/BB+
Meridian Commons 25,000 0.9% $ 250,000 1.0% 10.00 9/30/2005
University Center 20,015 0.7 240,180 1.0 12.00 10/31/2006
Uptown Solon 17,000 0.6 238,000 1.0 14.00 7/31/2009
--------- ----- ----------- ----- ------
TOTAL 62,015 2.1% $ 728,180 3.0% $11.74
========= ===== =========== ===== ======
GOODY'S NR/NR/NR
University Center 30,470 1.0% $ 219,689 0.9% 7.21 11/30/2005
Brook Highland 30,000 1.0 208,500 0.8 6.95 11/30/2004
Big Oaks 27,000 0.9 175,500 0.7 6.50 12/31/2007
--------- ----- ----------- ----- ------
TOTAL 87,470 3.0% $ 603,689 2.5% $ 6.90
========= ===== =========== ===== ======
WINN DIXIE STORES NR/B1/B
Brook Highland 44,000 1.5% $ 308,000 1.3% $ 7.00 11/20/2014
Jacksonville Regional 47,084 1.6 249,132 1.0 5.29 3/1/2009
--------- ----- ----------- ----- ------
TOTAL 91,084 3.1% $ 557,132 2.3% $ 6.12
========= ===== =========== ===== ======
MUSTARD SEED MARKET NR/NR/NR
Uptown Solon 37,048 1.3% $ 550,163 2.2% $14.85 12/31/2019
SPORTSMAN'S WAREHOUSE NR/NR/NR
Meridian Commons 45,866 1.6% $ 486,180 2.0% $10.60 6/30/2015
--------- ----- ----------- ----- ------
TOTAL LARGEST TENANTS 1,290,246 44.4% $10,418,389 42.3 $ 8.07
========= ===== =========== ===== ======
REMAINING TENANTS(4) 1,617,362 55.6 14,186,804 57.7 8.77
--------- ----- ----------- ----- ------
TOTAL ALL TENANTS 2,907,608 100.0% $24,605,193 100.0% $ 8.46
========= ===== =========== ===== ======
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Lowe's Home Center located at Brook Highland Shopping Center (126,917 SF)
is on a ground lease and is not included tenant NSRF, but is included in
Annualized Base Rent.
(4) Includes the non-owned AC Moore at North Pointe Plaza U/W Base Rent
(consists of a sublease, paying $216,996 per year, expiring in 2011) and
the non-owned Room Store at North Pointe Plaza U/W Base Rent (paying
$4,920 per year, expiring in 2022).
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Lease Expiration. The following table shows the lease expiration schedule
for the DDR portfolio:
LEASE EXPIRATION SCHEDULE(1)(2)
CUMULATIVE % OF
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) % OF TOTAL NRSF TOTAL NRSF
------------------------ --------------- --------------- ----------
2004(3) 181,013 6.2% 6.2%
2005 299,553 10.3 16.5%
2006 133,656 4.6 21.1%
2007 323,319 11.1 32.2%
2008 38,957 1.3 33.6%
2009 520,158 17.9 51.5%
2010 71,492 2.5 53.9%
2011 162,580 5.6 59.5%
2012 436,955 15.0 74.6%
2013 8,990 0.3 74.9%
2014 255,210 8.8 83.6%
2015 & Thereafter 270,542 9.3 92.9%
Vacant 205,183 7.1 100.0%
--------- -----
TOTAL/AVERAGE 2,907,608 100.0%
========= =====
ANNUALIZED U/W APPROXIMATE % OF TOTAL ANNUALIZED U/W BASE
YEAR ENDING DECEMBER 31, BASE RENT ANNUALIZED U/W BASE RENT RENT PSF
------------------------ --------- ------------------------ --------
2004(3) $ 2,052,883 8.7% $ 11.34
2005 3,141,675 13.3 $ 10.49
2006 1,709,080 7.2 $ 12.79
2007 2,280,345 9.6 $ 7.05
2008 562,044 2.4 $ 14.43
2009 3,799,815 16.1 $ 7.31
2010 587,952 2.5 $ 8.22
2011 1,409,804 6.0 $ 8.67
2012 3,035,492 12.8 $ 6.95
2013 127,600 0.5 $ 14.19
2014 2,035,242 8.6 $ 7.97
2015 & Thereafter 2,916,345 12.3 $ 10.78
Vacant 0 0.0 $ 0.00
------------ -----
TOTAL/AVERAGE $ 23,658,277 100.0% $ 8.14
============ =====
- ---------------------------------------
(1) Lease expiration schedule does not include the non-owned Lowe's at Brook
Highland Plaza U/W Base Rent (Ground Lease of 126,917 NRSF, paying
$725,000 per year, expiring in 2023, the non-owned AC Moore, at North
Pointe Plaza U/W Base Rent (consists of a sublease - 26,050 NRSF, paying
$216,996 per year, expiring in 2011) or the non-owned Room Store at North
Pointe Plaza (paying $4,920 per year, expiring in 2022).
(2) Annualized U/W Base Rent excludes vacant space.
(3) Includes 14 tenants, 37,343 square feet, and $488,863 Annualized U/W Base
Rent that are leased on a month-to-month basis.
Reserves. Springing reserves for taxes, insurance, tenant improvements and
leasing commissions and replacements reserves are required monthly (a) upon the
occurrence of an event of default under the DDR Portfolio Loan, (b) if the
long-term senior unsecured credit rating of DDR (or any other entity which
controls a borrower) falls below BBB- (as rated by Standard & Poor's) or Baa3
(as rated by Moody's), or (c) if the debt service at the end of the last two
consecutive fiscal quarters for the preceding 12 month period is less than or
equal to 1.20x (collectively a "DDR Reserve Event"). Upon the occurrence of a
DDR Reserve Event, the borrower is required to deposit monthly (1) an amount
equal to 1/12 of upcoming annual real estate taxes and annual insurance premiums
into a tax and insurance escrow account, (2) an amount of $102,963 and, in each
of the 6 months prior to the expiration of certain specified leases, an
additional amount as to cover additional tenant improvement and leasing
commission costs of those leases have no been extended or replaced until a date
after March 31, 2012 into a tenant improvement and leasing commission reserve
account and (3) an amount of $41,185 into a replacement reserve account.
Insurance Requirements. Each borrower is required to maintain
comprehensive all risk insurance equal to 100% of the full replacement cost of
the properties, including, but not limited to, coverage for terrorism and acts
of terrorism.
Lockbox; Sweep of Excess Cash Flow. At origination the borrowers were
required to establish a lockbox account into which the borrowers are required to
deposit, or cause to be deposited, all rents and other revenue from the DDR
Properties. Funds on deposit in the lockbox account in excess of required
monthly debt service (or, after a DDR Reserve Event, the required monthly debt
service and all required reserve amounts) will be distributed daily to the
borrowers, provided, however, that (1) upon the occurrence and during the
continuation of an event of default under the DDR Portfolio Loan or (2) the debt
service coverage ratio for the preceding 12-month period is less than 1.10x
until the debt service coverage ratio at the end of the last two consecutive
fiscal quarters for the preceding 12-month period is at least 1.15x (a "DDR Cash
Trap Period"), all remaining amounts on deposit in the lockbox account after
payment of budgeted capital expenditures will be deposited into a low DSCR
reserve until the end of the DDR Cash Trap Period.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Mezzanine Loan. None permitted.
Additional Debt. None permitted, except for unsecured trade payables in
amounts not exceeding 2% of the aggregate outstanding principal balance of the
DDR Portfolio Loan and each DDR Portfolio Companion Loan and financing leases
and purchase money debt.
Defeasance. At any time that the borrower may fully defease the DDR
Portfolio Loan, the borrower may also obtain a release of one or more of the
properties securing the DDR Portfolio Loan and the DDR Portfolio Companion Loans
in connection with a partial defeasance of the DDR Portfolio Loan and the DDR
Portfolio Companion Loans equal to the sum of 125% of the allocated loan amount
for such property. The borrower must satisfy various other conditions in
connection with the partial defeasance, including delivery of legal opinions,
delivery of written confirmation from the rating agencies that such defeasance
will not result in the downgrade, withdrawal or qualification of the then
current ratings of any class of Certificates and that the debt service coverage
ratio of the remaining properties is equal to no less than the greater of the
actual debt service coverage ratio for the preceding 12-month period and 1.62x,
the debt service coverage ratio as of the origination date.
Permitted Transfers. The borrower is permitted to transfer 50% or more of
its equity interests so long as such transfer is to (a) its sponsor, (b) the
Prudential Insurance Company of America or any wholly owned subsidiary, (c) a
bank, savings and loan association, investment bank, insurance company, trust
company, commercial credit corporation, pension plan, pension fund or pension
advisory, mutual fund, government entity or plan, publicly traded real estate
company, investment fund or an institution substantially similar to any of the
foregoing, provided in each case such entity meets certain minimum net worth
requirements and is regularly engaged in the business of owning similar
properties in major metropolitan area, or (c) any other entity with respect to
which a rating confirmation is received.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
237 PARK AVENUE LOAN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $44,000,000(1) $44,000,000
% OF POOL BY UPB: 4.9%
ORIGINATION DATE: October 10, 2003
ORIGINATOR: Greenwich Capital Financial Products, Inc.
COUPON: 5.786%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 84 months
AMORTIZATION: Interest-only for 36 months, then monthly
amortization based on a 30-year
amortization schedule
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: November 1, 2010
SPONSOR: See "The Borrower" below
BORROWER: 237 Max Park Avenue, L.P.
CALL PROTECTION/ LOCKOUT: Lockout/Defeasance only until 4 months
prior to maturity.
CUTOFF DATE LOAN/SF: $259 (4)
UP-FRONT RESERVES: Taxes: $4,500,000
Insurance: $212,012
TI/LC: $16,441,190 (2)
Replacement Reserve: $2,914,533 (2)
Deferred Main: $26,250
ONGOING / SPRINGING RESERVES: Ongoing Reserves for Taxes and Insurance;
Springing Reserves for Replacement Reserves
and TI/LCs (2)
Rollover Reserve Account (2)
CASH MANAGEMENT: Hard Lockbox
ADDITIONAL SECURED/ Teachers Insurance and Annuity Association
MEZZANINE DEBT: of America holds a $30,000,000 mezzanine
loan(3)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
PROPERTY LOCATION: New York, New York
OCCUPANCY: 99.9%
OCCUPANCY AS OF DATE: March 1, 2004
YEAR BUILT: 1935
YEAR RENOVATED: 1981
COLLATERAL: The collateral consists of a 21-story,
multi-tenant, Class A commercial office
building located between Park and Lexington
Avenues between 45th and 46th Streets in
Midtown Manhattan
PROPERTY MANAGEMENT: Max 237 Management LLC
APPRAISED VALUE: $460,000,000
APPRAISAL VALUE DATE: September 10, 2003
CUT-OFF DATE LTV: 64.78%(4)
BALLOON LTV: 61.40%(4)
U/W NOI: $32,057,181
U/W NCF: $31,867,494
CURRENT ANNUAL DEBT SERVICE: $ 20,950,418.28 (4)
U/W NOI DSCR: 1.53x (4)
U/W NCF DSCR: 1.52x (4)
- --------------------------------------------------------------------------------
See footnotes on next page.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
- ---------------------------------------
(1) The $44,000,000 mortgage loan represents the "A-4 Note" portion of a
$298,000,000 whole loan. The A-4 Note is pari passu with (i) an A-1 Note
with an original principal balance of $119,333,334, (ii) and A-2 Note with
an original principal balance of $67,333,333 and (iii) an A-3 Note with an
original principal balance of $67,333,333. The A-1 Note is an asset in
another securitization. The A-2 Note and the A-3 Note are each currently
held by the Originator.
(2) See "Reserves" below.
(3) See "Mezzanine Loan" below.
(4) Calculated based on the aggregate principal balance of the pari passu
notes.
The Loan. The fifth largest mortgage loan (the "237 Park Avenue Loan"),
representing approximately 4.9% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, is evidenced by an A-4 Note with a
Cut-Off Date principal balance of $44,000,000. The 237 Park Avenue Loan is a
7-year balloon loan that has maturity date of November 1, 2010 and provides for
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 237 Park
Avenue Loan is secured by, among other things, a mortgage and security agreement
encumbering the borrower's fee interest in the rents and leases associated with
the property (the "237 Park Avenue Property"), as well as an assignment of the
borrower's interest in the rents and leases associated with the 237 Park Avenue
Property.
The 237 Park Avenue Loan is one of four pari passu notes comprising of a
whole mortgage loan with an original principal balance of $298,000,000. The
companion loans to the 237 Park Avenue Loan are evidenced by three separate pari
passu notes (the "A-1 Note," "A-2 Note" and the "A-3 Note," collectively, the
"237 Park Avenue Pari Passu Companion Loans"), with principal balances as of the
cut-off date of $119,333,334, $67,333,333 and $67,333,333 respectively and each
with an interest rate of 5.786%. The 237 Park Avenue Pari Passu Companion Loans
will not be assets of the trust. The A-1 Note was contributed to GCCFC 2003-C2
and the A-2 Note and A-3 Note are currently held by the originator but are
expected to be included in future securitizations. The 237 Park Avenue Loan and
the 237 Park Avenue Pari Passu Companion Loans (together, the "237 Park Avenue
Whole Loan") are governed by a co-lender agreement and will be serviced pursuant
to the terms of the GCCFC 2003-C2 pooling and servicing agreement, as described
in the prospectus supplement under "Description of the Mortgage Pool--The
Non-Serviced Loans" and "The Pooling Agreement - Servicing of the Non-Serviced
Loans." The DSCR and LTV on the 237 Park Avenue Loan are 1.52x and 64.78 %
respectively.
The subject financing facilitated the acquisition of the property by the
sponsor for a purchase price of $455,000,000. Including escrows, reserves and
costs of approximately $40,000,000, the borrower invested approximately
$167,000,000 of new cash in the project at origination. Reserves included
$16,500,000 for future tenant improvement, leasing commission, and capital
costs, as further described below.
The Borrower. The borrower under the 237 Park Avenue Loan is 237 Max Park
Avenue, L.P., a single-asset, special-purpose, Delaware limited partnership. The
borrower is directly and indirectly owned by (i) Max 237 JV Partners LLC, which
is under common control with Max Capital Management Corporation ("Max Capital"),
(ii) Five Mounts Properties Ltd. ("Five Mounts Properties"), and (iii) a joint
venture between Citigroup, WGZ-Bank, and DZ Bank AG (the "Equity Syndicate").
Max Capital is owned and controlled by Adam Hochfelder and Anthony Westreich.
Max Capital, an institutionally sponsored real estate owner/operator based in
New York, manages over $2.7 billion of real estate assets. Five Mounts
Properties is owned and controlled by Beny Steinmetz, a wealthy international
investor based in Amsterdam. Five Mounts Properties has or has had investments
in Chelsfield (a London-based public property group), Canary Wharf in London,
France-GA (a large portfolio of office buildings located in France), and other
real estate investments in the United States, France, Italy, the Czech Republic,
and Hungary.
The Property. The 237 Park Avenue Property is a 21-story, 1,149,789 sf
Class-A office building, located in the Park/Lexington submarket of midtown
Manhattan in New York, NY. The property was built in 1935 and was redeveloped
and expanded in 1981 by Olympia & York. There is a total of 1,103,497 sf of
office space, 43,830 sf of retail space and 2,462 sf of storage space at the 237
Park Avenue Property. Floor sizes range between 55,000 and 62,000 sf, except for
the top floor, which contains 25,000 sf. The building does not have actual
frontage on
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Park Avenue, but has entrances on 45th Street, 46th Street and Lexington Avenue.
As of March 1, 2004, the property was 99.9% leased to 27 tenants. The five
largest leases in the building represent 94% of the space.
Major Tenant Summary. The following table presents certain information
relating to the major tenants at the 237 Park Avenue Property:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING(2) ANNUALIZED U/W
TENANT (FITCH/MOODY'S/S&P) NRSF % OF NRSF BASE RENT
------ ------------------- ---- --------- ---------
Credit Suisse Asset Mgmt AA-/Aa3/A 343,715 29.9% $17,372,031
J Walter Thompson Company BBB/Baa2/BBB+ 456,132 39.7 10,898,362
EM Warburg Pincus & Co., Inc. NR/NR/NR 111,545 9.7 4,767,780
International Paper Company BBB/Baa2/BBB 110,800 9.6 4,698,433
Jennison Assoc Capital Corp A/A3/A- 56,040 4.9 2,353,680
Revlon Consumer Products NR/NR/NR 25,265 2.2 1,212,720
Kelly Services, Inc. NR/NR/NR 9,821 0.9 432,124
Lex Bakery Corp. NR/NR/NR 3,709 0.3 406,830
Caliber Learning Network, Inc. NR/NR/NR 9,527 0.8 371,553
JAI International, Inc. NR/NR/NR 3,552 0.3 357,248
--------- ----- -----------
TOTAL/AVERAGE LARGEST TENANTS 1,130,106 98.3% $42,870,761
========= ===== ===========
Remaining Tenants 18,108 1.6 1,393,148
Vacant Space 1,575 0.1 0
--------- ----- -----------
TOTAL/AVERAGE ALL 1,149,789 100.0% $44,263,909
========= ===== ===========
% OF TOTAL
ANNUALIZED U/W ANNUALIZED U/W
TENANT BASE RENT BASE RENT (PSF) LEASE EXPIRATION
------ --------- --------------- ----------------
Credit Suisse Asset Mgmt 39.2% $ 50.54 10/31/2014
J Walter Thompson Company 24.6 $ 23.89 8/31/2006
EM Warburg Pincus & Co., Inc. 10.8 $ 42.74 10/31/2009
International Paper Company 10.6 $ 42.40 9/30/2011
Jennison Assoc Capital Corp 5.3 $ 42.00 11/30/2011
Revlon Consumer Products 2.7 $ 48.00 10/31/2014
Kelly Services, Inc. 1.0 $ 44.00 7/31/2011
Lex Bakery Corp. 0.9 $ 109.69 1/14/2014,
7/15/2015
Caliber Learning Network, Inc. 0.8 $ 39.00 9/30/2008
JAI International, Inc. 0.8 $ 100.58 3/31/2010
-----
TOTAL/AVERAGE LARGEST TENANTS 96.9% $ 37.94
=====
Remaining Tenants 3.1 $ 76.94
Vacant Space 0.0 $ 0.00
-----
TOTAL/AVERAGE ALL 100.0% 38.50
===== =====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease to conform.
Lease Expiration. The following table shows the lease expiration schedule
for the 237 Park Avenue Property:
LEASE EXPIRATION SCHEDULE
YEAR ENDING
DECEMBER 31, EXPIRING NRSF % OF TOTAL NRSF CUMULATIVE OF TOTAL NRSF
------------ ------------- --------------- ------------------------
2004 1,694 0.1% 0.1%
2005 0 0.0 0.1%
2006 456,132 39.7 39.8%
2007 1 0.0 39.8%
2008 11,577 1.0 40.8%
2009 111,545 9.7 50.5%
2010 5,382 0.5 51.0%
2011 177,311 15.4 66.4%
2012 4,037 0.4 66.8%
2013 914 0.1 66.8%
2014 370,768 32.2 99.1%
2015 & Thereafter 8,853 0.8 99.9%
Vacant 1,575 0.1 100.0%
--------- -----
TOTAL/ AVERAGE 1,149,789 100.0%
========= =====
YEAR ENDING APPROXIMATE % OF TOTAL ANNUALIZED U/W BASE
DECEMBER 31, ANNUALIZED U/W BASE RENT ANNUALIZED U/W BASE RENT RENT (PSF)
------------ ------------------------ ------------------------ ----------
2004 $ 124,930 0.3% $73.75
2005 0 0.0 $ 0.00
2006 10,898,362 24.6 $23.89
2007 0 0.0 $ 0.00
2008 649,553 1.5 $56.11
2009 4,767,780 10.8 $42.74
2010 357,368 0.8 $66.40
2011 7,514,237 17.0 $42.38
2012 378,400 0.9 $93.73
2013 47,300 0.1 $51.75
2014 18,682,891 42.2 $50.39
2015 & Thereafter 843,088 1.9 $95.23
Vacant 0 0.0 $ 0.00
--------------- -----
TOTAL/ AVERAGE $ 44,263,909 100.0% $38.50
=============== =====
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Reserves. The loan documents provide for escrows for real estate taxes,
insurance, approved operating expenses and replacement reserves. In addition, at
closing, the borrower deposited $9,750,000 into a rollover reserve account
related to anticipated re-leasing or renewal costs associated with the lease to
J Walter Thompson Company (the "JWT Lease"), expiring August 31, 2006. Prior to
February 28, 2004, the renewal notification date under the JWT Lease, the tenant
notified the borrower of their intention to renew the lease and the parties are
currently negotiating a renewal. If J Walter Thompson does not enter into a
renewal or extension of the JWT Lease by January 1, 2005, or approved leases
have not been executed with replacement tenants by such date, the borrower is
required to deposit up to $550,000 (out of available excess cash flow after
payment of debt service, required reserves, operating expenses and required
payments under the mezzanine loan) per month for 20 months (up to a total of
$11,000,000) to be used for tenant improvement and leasing commissions in
connection with the re-leasing of the space occupied by J Walter Thompson.
At closing, the borrower deposited $5,000,000 into a general rollover
reserve, to pay for anticipated re-leasing or renewal costs associated with the
lease to EM Warburg Pincus & Co., Inc. (which expires 10/31/09) and other
approved leasing expenses at the 237 Park Avenue Property (other than approved
leasing expenses in connection with the lease to JWT Lease). If there is less
than $5,000,000 on deposit in the general rollover reserve 12 months prior to
the expiration of the lease to EM Warburg, the borrower is required to make
additional deposits (out of available excess cash flow after payment of debt
service, required reserves, operating expenses and required payments under the
mezzanine loan) and replenish the general rollover reserve such that there will
be at least $5,000,000 on deposit at the expiration of the lease to EM Warburg.
Additionally, at closing, the borrower deposited (i) $1,190,783 to pay for
certain budgeted discretionary and required capital expenditures at the 237 Park
Avenue Property, (ii) $1,750,000 to pay for future capital expenditures at the
237 Park Avenue Property, and (iii) $1,691,191 to pay for approved leasing
expenses incurred in connection with the leases to Revlon Consumer Products,
Washington Mutual Bank, Hale & Hearty Soups and Katz Jewelers.
Insurance Requirements. The loan documents require the borrower to
maintain comprehensive all risk insurance and terrorism insurance. The 237 Park
Avenue Property is insured for terrorism damage up to $700,000,000 (inclusive of
business interruption and rent loss coverage for an 18-month indemnity period).
On future annual renewals, terrorism insurance is required to be maintained
subject to premium limits equal to 125% of the aggregate property insurance
premiums for the prior year. Pursuant to the loan documents, the borrower is
permitted to maintain certain insurance described above under a blanket policy.
A major casualty impacting the 237 Park Avenue Property could also impact
certain other properties covered by the blanket policy, and as a result, the
amount recovered under such blanket policy could be insufficient to permit the
borrower either to rebuild the 237 Park Avenue Property or to repay all amounts
owing to the trust fund. See "Risk Factors--Property Insurance" and " -- Risks
Associated with Blanket Insurance Policies" in the prospectus supplement.
Lockbox; Sweep of Excess Cash Flow. The loan requires a hard lock box,
which is already in place. On each regularly scheduled payment date, any amounts
in the lender-controlled account, after payment of debt service, required
reserves and approved operating expenses, are swept into a lockbox account
established under the mezzanine loan described below, unless a "237 Park Cash
Trap Period" (defined below) is continuing. During a 237 Park Cash Trap Period,
all remaining cash (after payment of debt service, reserves, approved operating
expenses and the debt service payment due under the mezzanine loan described
below) is required to be deposited into a lender controlled cash collateral
account (which amounts are to be held as additional collateral for the 237 Park
Avenue Loan). Notwithstanding the foregoing, during a JWT Cash Trap Period
(defined below), only a portion of the remaining cash in an amount equal to the
JWT Offset Amount (defined below) is deposited into the cash collateral account.
A "237 Park Cash Trap Period" will exist if (i) an event of default under the
237 Park Avenue Whole Loan has occurred (and will continue until the event of
default has been cured), (ii) as of the last day of any calendar quarter, the
DSCR is less than 1.00 (and will continue until the DSCR has been restored to
1.00), or (iii) J Walter Thompson withholds base rent (such withheld base rent
is the "JWT Offset Amount") in connection with the dispute regarding real estate
tax escalation payments described in "--The Property" above (such period, the
"JWT Cash Trap Period"). The JWT Cash Trap Period will continue until such time
that J Walter Thompson ceases to offset rent.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Mezzanine Loan. Concurrent with the origination of the 237 Park Avenue
Loan, the Originator originated a $30,000,000 mezzanine loan to 237 Park Mezz,
L.P., the 99.5% limited partner of the borrower and the 100% owner of the
borrower's general partner (the "Senior Borrower GP") secured by a pledge of the
equity in the borrower and the Senior Borrower GP. The mezzanine loan has an
interest rate of 5.786% and is coterminous with the 237 Park Avenue Loan. As of
the cutoff date, the principal balance on the mezzanine loan is $30,000,000. The
mezzanine loan is interest-only for 36 months and then amortizes based on a
30-year schedule. The mezzanine loan is subject to cash management controls as
set forth in the loan agreement for such mezzanine loan. The mezzanine loan was
assigned to Teacher's Insurance and Annuity Association, which entity executed
an intercreditor agreement between it and the senior lender. The mezzanine
lender has entered into an intercreditor agreement with the mortgagor that
provides, among other things, the mezzanine lender with the right to cure a
default under the senior loan documents and the right to purchase the senior
loan after default.
Additional Debt. None.
Permitted Transfers. The 237 Park Avenue Loan permits the release of the
air rights above the 237 Park Avenue Property, along with various easements for
construction, support and access from the lien of the mortgage in connection
with the future development of a residential tower above the 237 Park Avenue
Property, subject to the satisfaction of certain conditions, including, among
other things: (i) no event of default, (ii) conveyance of the new development to
a third-party entity which may be affiliated with the sponsor of the borrower,
but in which neither the borrower nor the borrower's general partner own any
beneficial interest, (iii) lender's approval of the plans for the construction,
design and sales of the new development, (iv) the creation of a separate legally
subdivided parcel and a separate tax parcel for the new development and (v)
confirmation from the rating agencies that the release will not result in a
downgrade or withdrawal of the ratings for the certificates. In connection with
the release of the air rights, the borrower may elect to convert the 237 Park
Avenue Property to a condominium form of ownership with the 237 Park Avenue
Property comprising one condominium unit and the new development comprising one
or more condominium units.
Certain transfers of direct or indirect interests in the borrower are
permitted, provided, in most cases, that such transfers do not result in a
change in control (in some cases requiring a change of control from certain "Key
Principals" identified in the loan agreement) or a change in the day to day
management and operation of the 237 Park Avenue Property. In connection with the
borrower's transfer to and assumption by a transferee borrower, the loan
documents require, among other things, that the borrower deliver a letter from
each of the Rating Agencies confirming that such action will not, in and of
itself, result in a downgrade or withdrawal of the ratings on the certificates.
In connection with the transfer of a direct or indirect interest in the
borrower, subject to certain exceptions specified in the related loan agreement,
in the event such transfer (i) causes a change in control in the borrower or
certain related parties from the "Key Principals" identified in the loan
agreement or (ii) results in a control party acquiring a 49% or more direct or
indirect interest in the borrower, the loan documents require, among other
things, that the borrower deliver a non-consolidation opinion and a letter from
each of the Rating Agencies confirming that such action will not, in and of
itself, result in a downgrade or withdrawal of the ratings on the 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
WILLOW WOOD III & IV LOAN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $40,000,000 $40,000,000
% OF POOL BY UPB: 4.5%
ORIGINATION DATE: June 13, 2003
ORIGINATOR: Archon Financial, L.P.
COUPON: 4.50%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 60 months
AMORTIZATION: Interest-only
OWNERSHIP INTEREST: Fee simple
PAYMENT DATE: 1st of the month
MATURITY DATE: July 1, 2008
SPONSOR: Richard Kramer
BORROWER: RKB Willowwood LLC
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 3 months
prior to maturity.
CUT-OFF DATE LOAN PSF: $143
UP-FRONT RESERVES: Taxes: $137,473; Insurance: $32,593;
Replacement Reserves: $6,980; Deferred
Maintenance: $81,500; Initial Debt
Service: $155,000
ONGOING/SPRINGING RESERVES: Ongoing Taxes, Insurance, Replacement
Reserves; Springing Carfax reserve(1)
CASH MANAGEMENT: None required
ADDITIONAL SECURED/ MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Office
PROPERTY LOCATION: Fairfax City, Virginia
OCCUPANCY: 97.3%
OCCUPANCY AS OF DATE: February 1, 2004
YEAR BUILT: 1999
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of a 279,165 square
foot, five-story, two-building office
complex located in Fairfax, Virginia.
Willow Wood III has 134,530 square feet,
and Willow Wood IV has 144,635 square feet,
both situated on a single 13.4-acre tract
of land.
PROPERTY MANAGEMENT: Republic Properties Corporation
APPRAISED VALUE: $54,000,000
APPRAISAL VALUE DATES: April 18, 2003
CUT-OFF DATE LTV: 74.07%
BALLOON LTV: 74.07%
U/W NOI: $5,075,450
U/W NCF: $4,867,720
CURRENT ANNUAL DEBT SERVICE: $1,825,000
U/W NOI DSCR: 2.78x
U/W NCF DSCR: 2.67x
- --------------------------------------------------------------------------------
- ---------------------------------------
(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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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 Loan. The sixth largest loan (the "Willow Wood III & IV Loan"),
representing approximately 4.5% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, with a principal balance as of the
cut-off date of $40,000,000, is a 5-year interest-only loan that has a maturity
date of July 1, 2008, and provides for monthly payments of interest. The Willow
Wood III & IV 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 Willow Wood III & IV property.
The Borrower. The borrower under the Willow Wood III & IV Loan, RKB
Willowwood,LLC, is a Delaware limited liability company that is a special
purpose entity sponsored by Richard Kramer.
The Property. The Willow Wood III & IV property (the "Willow Wood III & IV
Property") is a 279,165 sq. ft. Class A office property located in Fairfax City,
Virginia. Willow Wood III & IV is comprised of a 279,165 square foot,
five-story, two-building office complex. Willow Wood III has 134,530 square
feet, and Willow Wood IV has 144,635 square feet, both situated on a single
13.4-acre tract of land. The property is currently 97% leased to 11 tenants.
Major Tenant Summary. The following table shows certain information
regarding the top ten largest office tenants of the Willow Wood III & IV
Property :
TEN LARGEST OFFICE TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING % OF TOTAL ANNUALIZED U/W
TENANT (FITCH/MOODY'S/S&P)(2) TENANT NRSF NRSF BASE RENT
------ ---------------------- ----------- ---- ---------
GSA AAA/Aaa/AAA 92,992 33.3% $ 2,331,792
Zeta Associates NR/NR/NR 84,813 30.4 2,075,121
Carfax NR/NR/NR 37,038 13.3 962,988
ASI Business Solutions A-/Baa2/A- 11,501 4.1 299,026
HSBC Mortgage Corp. AA-/Aa3/AA- 10,235 3.7 266,110
CALEA NR/NR/NR 10,690 3.8 247,222
American Public Communications NR/NR/NR 6,105 2.2 155,045
VGS (SAIC) NR/A3/A- 5,534 2.0 143,884
Pulte Homes Corp. BBB+/Baa3/BBB- 4,786 1.7 120,368
Architecture & Design NR/NR/NR 4,226 1.5 106,622
------- ----- -----------
TOTAL/AVERAGE: 267,920 96.0% $ 6,708,178
======= ===== ===========
Remaining Tenants 3,837 1.4 93,968
Vacant 7,408 2.7 0
------- ----- -----------
TOTAL/AVERAGE ALL TENANTS 279,165 100.0% $ 6,802,146
======= ===== ===========
% OF TOTAL ANNUALIZED
ANNUALIZED U/W U/W BASE RENT
TENANT BASE RENT(3) (PSF)(4) LEASE EXPIRATION
------ ------------ -------- ----------------
GSA 34.3% $ 25.08 5/1/2009
Zeta Associates 30.5 $ 24.47 8/15/2009
Carfax 14.2 $ 26.00 11/1/2006
ASI Business Solutions 4.4 $ 26.00 6/1/2009
HSBC Mortgage Corp. 3.9 $ 26.00 12/31/2004
CALEA 3.6 $ 23.13 12/31/2012,
2/28/2013
American Public Communications 2.3 $ 25.40 7/20/2009
VGS (SAIC) 2.1 $ 26.00 6/30/2004
Pulte Homes Corp. 1.8 $ 25.15 10/10/2004
Architecture & Design 1.6 $ 25.23 9/30/2004
-----
TOTAL/AVERAGE: 98.6% $ 25.04
=====
Remaining Tenants 1.4 $ 24.49
Vacant 0.0 $ 0.00
-----
TOTAL/AVERAGE ALL TENANTS 100.0% $ 24.37
=====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Percentages based on total Annualized U/W Base Rent for all tenants.
(4) For those tenants with multiple leases, the Annual U/W Base Rent PSF is a
weighted average calculation of the leases.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Lease Expiration. The following table shows the lease expiration schedule
for the Willow Wood III & IV Property:
LEASE EXPIRATION SCHEDULE(1)
CUMULATIVE % OF
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) % OF TOTAL NRSF TOTAL NRSF
------------------------ --------------- --------------- ----------
2004 24,781 8.9% 8.9%
2005 0 0.0 8.9%
2006 37,038 13.3 22.1%
2007 0 0.0 22.1%
2008 0 0.0 22.1%
2009 199,248 71.4 93.5%
2010 0 0.0 93.5%
2011 0 0.0 93.5%
2012 667 0.2 93.8%
2013 10,023 3.6 97.3%
2014 0 0.0 97.3%
2015 & Thereafter 0 0.0 97.3%
Vacant 7,408 2.7 100.0%
------- -----
TOTAL/AVERAGE: 279,165 100.0%
======= =====
ANNUALIZED U/W APPROXIMATE % OF TOTAL ANNUALIZED U/W BASE
YEAR ENDING DECEMBER 31, BASE RENT ANNUALIZED U/W BASE RENT RENT PSF
------------------------ --------- ------------------------ --------
2004 $ 636,984 9.4% $ 25.70
2005 0 0.0 $ 0.00
2006 962,988 14.2 $ 26.00
2007 0 0.0 $ 0.00
2008 0 0.0 $ 0.00
2009 4,954,952 72.8 $ 24.87
2010 0 0.0 $ 0.00
2011 0 0.0 $ 0.00
2012 6,670 0.1 $ 10.00
2013 240,552 3.5 $ 24.00
2014 0 0.0 $ 0.00
2015 & Thereafter 0 0.0 $ 0.00
Vacant 0 0.0 $ 0.00
---------- -----
TOTAL/AVERAGE: $6,802,146 100.0% $ 24.37
========== =====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
Reserves. The borrower is required to deposit monthly (1) an amount equal
to 1/12 of upcoming annual real estate taxes and 1/12 of annual insurance
premiums into a tax and insurance escrow account, (2) an initial amount of
$3,490 into a replacement reserve account, increasing annually to 1/12 of 102.5%
of the previous required annual amount and (3) if Carfax fails to exercise its
option to renew its lease through November 2011 prior to April 2006, then, on
and after May 1, 2006 through and including October 1, 2006, an amount equal to
$125,000 for deposit into a tenant improvement and leasing commission reserve
account.
Insurance Requirements. The borrower is required to maintain comprehensive
all risk insurance with coverage for terrorism.
Lockbox; Sweep of Excess Cash Flow. None required.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except trade payables in an amount less
than 4% of the loan amount for the Willow Wood III & IV Loan and financing
leases and purchase money debt.
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 in controlling ownership interest of the managing member of
the borrower or the guarantor under the Willow Wood III & IV Loan. 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
HYATT REGENCY DEARBORN
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $32,500,000 $32,500,000
% OF POOL BY UPB: 3.6%
ORIGINATION DATE: March [ ], 2004
ORIGINATOR: PMCC, LLC
COUPON: 5.6%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 60 months
AMORTIZATION: 300 months
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: April 1, 2009
SPONSOR: CNL Hospitality Properties, Inc.
BORROWER: Dearborn Hotel Partners, LP
CALL PROTECTION/LOCKOUT: Prepayment with Yield Maintenance permitted
2 years from the first payment. Freely
prepayable beginning February 1, 2009.
CUT-OFF DATE LOAN/ROOM 42,098
UP-FRONT RESERVES: Tax Reserve: 654,301 (1)
ONGOING/SPRINGING RESERVES: Ongoing Tax; springing reserves for
Insurance and Replacement Reserves(1)
CASH MANAGEMENT: Hard (A/B) Lockbox(2)
ADDITIONAL SECURED/ MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Hotel
PROPERTY LOCATION: Dearborn, MI
OCCUPANCY: 54.7%(3)
OCCUPANCY AS OF DATE: January 31, 2004
YEAR BUILT: 1976
YEAR RENOVATED: 2000
COLLATERAL: The collateral consists of a 16 floor,
772-room full service hotel with
approximately 51,400 s.f. of meeting space.
PROPERTY MANAGEMENT: Hyatt Corporation
APPRAISED VALUE: $70,000,000
APPRAISAL VALUE DATE: July 21, 2003
CUT-OFF DATE LTV: 46.43%
BALLOON LTV: 41.72%
U/W NOI: $5,013,439
U/W NCF: $3,970,418
CURRENT ANNUAL DEBT SERVICE: 2,418,288
U/W NOI DSCR: 2.07x
U/W NCF DSCR: 1.64x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) See "Reserves" below.
(2) See "Lockbox; Sweep of Excess Cash Flow" below.
(3) Occupancy is an average of the trailing 12 months ending January 31, 2004.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
The Loan. The seventh largest loan (the "Hyatt Regency Dearborn Loan"),
representing approximately 3.6% the aggregate principal balance of the pool of
mortgage loans as of the cut-off date, has a principal balance as of the cut-off
date of $32,500,000. The Hyatt Regency Dearborn Loan is a 60-month balloon loan
having a maturity date of April 1, 2009, and provides for monthly payments of
principal and interest based on a 25-year amortization schedule. The Hyatt
Regency Dearborn Loan is secured by, among other things, a mortgage encumbering
the borrower's fee ownership interest in the Hyatt Regency Dearborn Property
(the "Hyatt Regency Dearborn Property").
The Borrower. The borrower under the Hyatt Regency Dearborn Loan is
Dearborn Hotel Partners, LP a Delaware limited partnership. The borrower is
owned by CNL Hospitality Partners, LP (84.9%), Ford Land Partnership, LP
(15.0%), and Dearborn Hotel GP, LLC (0.1%).
The Property. The Hyatt Regency Dearborn Loan is secured by the property
known as The Hyatt Regency Dearborn, which is a 16 story full-service hotel with
772 guest rooms, 5 restaurants/lounges, and approximately 51,400 square feet of
meeting space. The Hyatt Regency Dearborn Property is located in Dearborn,
approximately 12 miles from Detroit. It is situated within Fairlane, a
2,630-acre mixed-use master planned development constructed by Ford Motor Land
Company, which surrounds the Ford Motor Company's World Headquarters Complex.
Reserves. At origination, $654,301 was funded into a tax reserve, with
1/12 of estimated annual taxes due monthly on an ongoing basis. A springing
reserve for insurance is required if the borrower does not maintain insurance as
prescribed by the loan documents. In addition, for so long as the hotel manager
is directly funding the FFE Fund in accordance with the hotel management
agreement, monthly deposits to a replacement reserve will not be required.
Otherwise, the borrower will commence making deposits into a replacement reserve
for FF&E in an amount per month equal to 1/12 of the amount equal to the greater
of (i) the amount required under the hotel management agreement or (ii) 3% of
the gross revenue from the Hyatt Regency Dearborn Property for the prior
calendar year.
Insurance Requirements. The borrower and/or Hyatt Corporation, as property
manager, is required to maintain insurance on the property including, but not
limited to, comprehensive all risk and commercial general liability coverage.
Lockbox; Sweep of Excess Cash Flow. The Hyatt Regency Dearborn Loan is
subject to a cash management agreement, which requires that all rents and
profits which would be distributed to the borrower or its affiliate shall be
remitted to a lockbox ("A Account") in the name of the borrower (or its
affiliate) and controlled by lender. Proceeds will then be forwarded directly to
a separate account ("B Account") under the name and control of the borrower (or
its affiliate) until the earlier to occur of (i) and event of default, or (ii)
the Hyatt Regency Dearborn Property's failure to maintain a 1.30x DSCR based on
the trailing 12-month period, each of the aforementioned (a "Sweep Event"). Upon
the occurrence of a Sweep Event, all funds will be transferred from the A
Account into an account controlled by the lender, and disbursed as set forth in
the cash management agreement and the note. In certain cases, a Sweep Event may
be cured as more particularly described in the cash management agreement.
Mezzanine Loan. None permitted.
Additional Debt. None permitted.
Permitted Transfers. Transfers of the direct or indirect ownership
interests in the borrower are permitted without the consent of lender so long as
following such transfer, the persons responsible for the management and/or
control of the Hyatt Regency Dearborn Property and/or borrower remain in legal,
beneficial and actual control and management of the Hyatt Regency Dearborn
Property. Unless approved by lender, and subject to confirmation that there will
be no adverse rating impact, there shall not be permitted any (A) transfer in
one or more related transactions of a 49% or greater direct or indirect interest
in the borrower or any successive partner, member or limited liability company
manager thereof or (B) any direct or indirect change in the management or
control of 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
borrower or any shareholder, general partner, managing member or limited
liability company manager; provided that transfers to certain parties specified
in the loan documents are permitted without regard to these restrictions,
including certain transfers 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
RECHLER INDUSTRIAL PORTFOLIO II
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE(1) $26,700,000 $26,593,085
% OF POOL BY UPB: 3.0%
ORIGINATION DATE: November 10, 2003
ORIGINATOR: Archon Financial, L.P.
COUPON: 5.610%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 84 months
AMORTIZATION: 360 months
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month.
MATURITY DATE: December 1, 2010
SPONSOR: Rechler Equity I LLC
BORROWER: REP A7 LLC
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 3 months
prior to maturity.(1)
CUT-OFF DATE LOAN PSF: $40
UP-FRONT: RESERVES Deferred Maintenance: $141,250
ONGOING/SPRINGING RESERVES: Ongoing Tax and Insurance escrow; Springing
TI/LC and Replacement Reserve escrows(2)
CASH MANAGEMENT: Hard Lockbox(3)
ADDITIONAL SECURED/ MEZZANINE DEBT: None Permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTIES TYPE: Industrial buildings
PROPERTIES LOCATION: Various
OCCUPANCY: 89.6%
OCCUPANCY AS OF DATE: January 29, 2004
YEARS BUILT: 1961-1998
YEAR RENOVATED Various
COLLATERAL: The collateral consists of 14 industrial
buildings
PROPERTIES MANAGEMENT: Rechler Equity Management
AGGREGATE APPRAISED VALUE: $43,160,000
APPRAISAL VALUE DATE: November 1, 2003
CUT-OFF DATE LTV: 61.62%
BALLOON LTV: 55.48%
U/W NOI: $3,689,589
U/W NCF: $3,219,166
CURRENT ANNUAL DEBT SERVICE: $1,841,370
U/W NOI DSCR: 2.00x
U/W NCF DSCR: 1.75x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) Defeasance is permitted in whole or in part. See "Defeasance" below.
(2) See "Reserves" below.
(3) 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
The Loan. The eighth largest loan (the "Rechler Industrial II Loan"),
representing approximately 3.0% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, has a principal balance as of the
cut-off date of $26,593,085. The Rechler Industrial II Loan is a 7-year balloon
loan that has a maturity date of December 1, 2010 and provides for monthly
payments of principal and interest based on a 30-year amortization schedule. The
Rechler Industrial II Loan is secured by, among other things, mortgages and
security agreements encumbering the borrower's fee ownership interest in the
Rechler Industrial II Properties as well as assignments of the borrower's
interests in the rents and leases associated with the Rechler Industrial II
Properties.
The Borrower. The borrower under the Rechler Industrial II Loan, REP A7
LLC, is a Delaware limited liability company that is a special purpose entity
sponsored by REP II LLC, an affiliate of Rechler Equity LLC, which is majority
owned and controlled by members of the Rechler family.
The Properties. The property securing the Rechler Industrial II Loan (the
"Rechler Industrial II Properties") consists of the 14 industrial properties
located New York. The borrower has a fee interest in all of the Rechler
Industrial II Properties.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the Rechler Industrial II Properties:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING % OF TOTAL ANNUALIZED U/W
TENANT (FITCH/MOODY'S/S&P)(2) TENANT NRSF NRSF BASE RENT
------ ---------------------- ----------- ---- ---------
Atkins Nutritional Inc. NR/NR/NR 106,515 15.9% $ 703,000
Symbol Technologies, Inc. NR/NR/NR 94,119 14.0 596,126
Wellchoice Inc. NR/NR/NR 33,655 5.0 533,892
Nortel Networks NR/B3/NR 53,335 7.9 516,277
County of Suffolk NR/NR/NR 49,500 7.4 474,705
Deutsch Relays, Inc. NR/NR/NR 36,000 5.4 383,547
Industrial Fasteners LLC NR/NR/NR 30,124 4.5 271,083
Olmstead Savannah Inc. NR/NR/NR 41,315 6.1 244,585
PCI Group Inc. NR/NR/NR 30,000 4.5 228,171
Janco Distributors Inc. NR/NR/NR 23,034 3.4 155,461
------- ----- ------------
TOTAL/AVERAGE: 497,597 74.1% $ 4,106,847
======= ===== ============
Remaining Tenants 104,565 15.6 798,370
Vacant 69,654 10.4 0
------- ----- ------------
TOTAL/AVERAGE ALL TENANTS 671,816 100.0% $ 4,905,217
======= ===== ============
% OF TOTAL
ANNUALIZED U/W ANNUALIZED U/W
TENANT BASE RENT(3) BASE RENT (PSF)(4) LEASE EXPIRATION
------ ------------ ------------------ ----------------
Atkins Nutritional Inc. 14.3% $ 6.60 1/31/2005
Symbol Technologies, Inc. 12.2 $ 6.33 8/31/2009
Wellchoice Inc. 10.9 $15.86 6/30/2004
Nortel Networks 10.5 $ 9.68 6/30/2006
County of Suffolk 9.7 $ 9.59 10/31/2007
Deutsch Relays, Inc. 7.8 $10.65 11/30/2007
Industrial Fasteners LLC 5.5 $ 9.00 9/30/2008
Olmstead Savannah Inc. 5.0 $ 5.92 11/30/2006
PCI Group Inc. 4.7 $ 7.61 3/31/2009
Janco Distributors Inc. 3.2 $ 6.75 2/28/2005
-----
TOTAL/AVERAGE: 83.7% $ 8.25
=====
Remaining Tenants 16.3 $ 7.64
Vacant 0.0 $ 0.00
-----
TOTAL/AVERAGE ALL TENANTS 100.0% $ 7.30
=====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Percentages based on total Annualized U/W Base Rent for all tenants.
(4) For those tenants with multiple leases, the Annual U/W Base Rent PSF is a
weighted average calculation of the leases.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
Lease Expiration. The following table shows the lease expiration schedule
for the industrial space at the Rechler Industrial II Properties:
LEASE EXPIRATION SCHEDULE(1)
CUMULATIVE % OF
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) % OF TOTAL NRSF TOTAL SF
- ------------------------ --------------- --------------- --------
2004 33,655 5.0% 5.0%
2005 172,299 25.6 30.7%
2006 126,825 18.9 49.5%
2007 85,500 12.7 62.3%
2008 50,164 7.5 69.7%
2009 133,719 19.9 89.6%
2010 0 0.0 89.6%
2011 0 0.0 89.6%
2012 0 0.0 89.6%
2013 0 0.0 89.6%
2014 0 0.0 89.6%
2015 & Thereafter 0 0.0 89.6%
Vacant 69,654 10.4 100.0%
------- -----
TOTAL/AVERAGE: 671,816 100.0%
======= =====
ANNUALIZED U/W BASE APPROXIMATE % OF ANNUALIZED U/W
YEAR ENDING DECEMBER 31, RENT TOTAL U/W BASE RENT BASE RENT PSF
- ------------------------ ---- ------------------- -------------
2004 $ 533,892 10.9% $ 15.86
2005 1,133,070 23.1 $ 6.58
2006 1,057,407 21.6 $ 8.34
2007 858,252 17.5 $ 10.04
2008 416,699 8.5 $ 8.31
2009 905,897 18.5 $ 6.77
2010 0 0.0 $ 0.00
2011 0 0.0 $ 0.00
2012 0 0.0 $ 0.00
2013 0 0.0 $ 0.00
2014 0 0.0 $ 0.00
2015 & Thereafter 0 0.0 $ 0.00
Vacant 0 0.0 $ 0.00
------------- -----
TOTAL/AVERAGE: $ 4,905,217 100.0% $ 7.30
============= =====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
Reserves. The borrower is required to deposit monthly (1) an amount equal
to 1/12 of upcoming annual real estate taxes and 1/12 of annual insurance
premiums into a tax and insurance escrow account, (2) if debt service coverage
ratio for the 12-month period ending on the last day of the most recent fiscal
quarter falls below 1.10x until the debt service coverage ratio for the 12-month
period ending on the last day of the 2 most recent fiscal quarters (a "Rechler
II Low DSCR Period") is at least 1.10x, an amount equal to 1/12 of the product
of (a) $0.50 and (b) the aggregate number of rentable square feet of the Rechler
Industrial II Properties into a tenant improvement and leasing commissions
reserve account and (3) during a Rechler II Low DSCR Period, an amount equal to
1/12 of the product of (a) $0.20 and (z) the aggregate number of rentable square
feet of the Rechler Industrial II Properties into a replacement reserve account.
Insurance Requirements. The borrower is required to maintain comprehensive
all risk insurance and terrorism insurance in a per-occurrence amount that is no
less than the Rechler Industrial II Terrorism Coverage Amount, if and to the
extent terrorism such coverage is (i) currently being obtained by prudent owners
of real estate in the United States of a similar type and quality and a similar
location to the Rechler Industrial II Properties, or (ii) is otherwise available
for an annual premium not in excess of, (x) if the borrower's terrorism
insurance is provided under an insurance policy that also covers properties that
are not Rechler Industrial II Properties, $112,500, and (y) if borrower's
terrorism insurance is provided under a policy that covers only the Rechler
Industrial II Properties, the product of (A) $112,500 times (B) a fraction, the
numerator of which is the aggregate rentable square footage of the Rechler
Industrial II Properties then remaining as collateral and the denominator of
which is $5,399,558.
The "Rechler Industrial II Terrorism Coverage Amount" means: (i) if the
borrower's terrorism insurance is provided under an insurance policy that also
covers properties that are not Rechler Industrial II Properties, $126,970,000,
and (ii) if the borrower's terrorism insurance is provided under a policy that
covers only the Rechler Industrial II Properties, the product of (x)
$126,970,000 times (y) a fraction, the numerator of which is the aggregate
rentable square footage of the Rechler Industrial II Properties then remaining
as collateral and the denominator of which is 5,399,558.
Lockbox; Sweep of Excess Cash Flow. At origination, the borrower was
required to establish a lockbox account controlled by the lender and to direct
all tenants to make payments directly to the lockbox account. Funds
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
in excess of the monthly debt service payment and any reserves required as
described in "Reserves" above are swept daily from the lockbox account to the
borrower.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except trade payables in an amount less
than 3% of the loan amount for the Rechler Industrial II Loan. Furthermore, the
total amount of trade payables, financing leases and purchase money debt may not
exceed 5% of the original principal amount of the Rechler Industrial II Loan at
any one time.
Permitted Transfers. The borrower is permitted to transfer 50% or more of
its equity interests so long as such transfer is to (a) certain specified
individuals, (b) any entity that is rated at least "BBB-" or "Baa3" by Fitch and
Moody's, respectively, meets certain minimum net worth requirements and is
regularly engaged in the business (or has a manager or advisor that is) of
owning or managing interests in commercial properties which contain at least
5,000,000 square feet of space, or (c) any other entity with respect to which a
rating confirmation is received.
Notwithstanding the foregoing, subject to certain conditions including
that the borrower retains in substance all economic benefits of and practical
control over the property, the borrower is permitted to convey its present fee
interest (but not any reversionary interest) in any Rechler Industrial II
Property to the Industrial Development Agency of New York (or a similar
governmental authority) and enter into a lease of the property for the purpose
of facilitating the granting of economic benefit to the borrower or tenant at
that property.
Alterations. Under the Rechler Industrial II Loan agreement, the borrower
is permitted to perform any alterations (other than tenant improvements required
under the leases) at any Rechler Industrial II Properties subject to certain
conditions and the consent of the mortgagee. If no event of default under the
Rechler Industrial II Loan is continuing, the mortgagee may not unreasonably
withhold its consent to any proposed alteration.
Defeasance. On any date after the earlier of the first payment date
following (a) the third anniversary of the loan closing date or (b) the second
anniversary of the date on which the Rechler Industrial II Loan is securitized,
the borrower is permitted to defease the Rechler Industrial II Loan in whole or
in part with U.S. Treasuries or other REMIC-eligible securities. Any partial
defeasance will be for a portion of the outstanding principal balance of the
Rechler Industrial II Loan at least equal to 125% of the allocated loan amount
for the Rechler Industrial II Property being released and after the defeasance,
the remaining Rechler Industrial II Properties must have a debt service coverage
ratio no less than the greater of the debt service coverage ratio at origination
or as of the date immediately prior to the release; provided that the debt
service coverage ratio may be further reduced by up to 0.05 below the debt
service coverage ratio so long as such ratio is greater than the debt service
coverage ratio at origination plus 0.15 and in any event, may be further reduced
so long as the debt service coverage ratio is equal to or greater than 1.75x.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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.
RECHLER INDUSTRIAL PORTFOLIO I
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE:(1) $23,800,000 $23,697,944
% OF POOL BY UPB: 2.7%
ORIGINATION DATE: November 10, 2003
ORIGINATOR: Archon Financial, L.P.
COUPON: 5.290%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 60 months
AMORTIZATION: 360 months
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month.
MATURITY DATE: December 1, 2008
SPONSOR: Rechler Equity I LLC
BORROWER: REP A5 LLC
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 3 months
prior to maturity.(1)
CUT-OFF DATE LOAN PSF: $42
UP-FRONT: RESERVES Deferred Maintenance $170,825;
Unfunded Obligation $781,235
ONGOING/SPRINGING RESERVES: Ongoing Tax and Insurance escrow; Springing
TI/LC and Replacement Reserve escrows(2)
CASH MANAGEMENT: Hard Lockbox(3)
ADDITIONAL SECURED/ MEZZANINE DEBT: None permitted.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Portfolio
PROPERTIES TYPE: Industrial buildings
PROPERTIES LOCATION: Various
OCCUPANCY: 98.6%
OCCUPANCY AS OF DATE: January 29, 2004
YEARS BUILT: 1963-2002
YEARS RENOVATED: NAP
COLLATERAL: The collateral consists of 15 industrial
buildings
PROPERTIES MANAGEMENT: Rechler Equity Management
AGGREGATE APPRAISED VALUE: $38,210,000
APPRAISAL VALUE DATE: November 1, 2003
CUT-OFF DATE LTV: 62.02%
BALLOON LTV: 57.70%
U/W NOI: $3,379,341
U/W NCF: $2,980,427
CURRENT ANNUAL DEBT SERVICE: $1,584,177
U/W NOI DSCR: 2.13x
U/W NCF DSCR: 1.88x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) Defeasance is permitted in whole or in part. See "Defeasance" below.
(2) See "Reserves" below.
(3) 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
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 Loan. The ninth largest loan (the "Rechler Industrial I Loan"),
representing approximately 2.7% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, has a principal balance as of the
cut-off date of $23,697,944. The Rechler Industrial I Loan is a 5-year balloon
loan that has a maturity date of December 1, 2008 and provides for monthly
payments of principal and interest based on a 30-year amortization schedule. The
Rechler Industrial I Loan is secured by, among other things, mortgages and
security agreements encumbering the borrower's fee ownership interest in the
Rechler Industrial I Properties as well as assignments of the borrower's
interests in the rents and leases associated with the Rechler Industrial I
Properties.
The Borrower. The borrower under the Rechler Industrial I Loan, REP A5
LLC, a Delaware limited liability company that is a special purpose entity
sponsored by REP I LLC, an affiliate of Rechler Equity LLC, which is majority
owned and controlled by members of the Rechler family.
The Properties. The property securing the Rechler Industrial I Loan (the
"Rechler Industrial I Properties") consists of the 15 industrial properties
located in New York. The borrower has a fee interest in all of the Rechler
Industrial I Properties.
Major Tenant Summary. The following table shows certain information
regarding the ten largest tenants of the Rechler Industrial I Properties:
TEN LARGEST TENANTS BASED ON ANNUALIZED UNDERWRITTEN BASE RENT(1)
CREDIT RATING % OF TOTAL ANNUALIZED U/W
TENANT (FITCH/MOODY'S/S&P)(2) TENANT NRSF NRSF BASE RENT
------ ---------------------- ----------- ---- ---------
Wenner Bread Product NR/NR/NR 72,000 12.6% $ 717,869
Fonar Corporation NR/NR/NR 78,240 13.7 571,146
United Biomedical, Inc. NR/NR/NR 40,000 7.0 360,706
Datamedic Corp. NR/NR/NR 35,000 6.1 343,218
Genco Auto Electric Inc. NR/NR/NR 65,000 11.4 292,500
State Farm Insurance Company AA+/Aa1/AA 20,000 3.5 280,000
IDR Corp AKA Reuters America Inc. NR/NR/NR 27,600 4.8 242,101
Schoolwide, Inc. NR/NR/NR 21,600 3.8 168,480
B.I.T. Realty Inc. NR/NR/NR 9,200 1.6 159,980
Summit Laser Products, Inc. NR/NR/NR 25,300 4.4 142,295
------- ----- -----------
TOTAL/AVERAGE: 393,940 69.1% $ 3,278,295
======= ===== ===========
Remaining Tenants 160,425 28.2 1,299,766
Vacant 15,478 2.7 0
------- ----- -----------
TOTAL/AVERAGE ALL TENANTS 569,843 100.0% $ 4,578,061
======= ===== ===========
% OF TOTAL ANNUALIZED U/W
ANNUALIZED U/W BASE RENT
TENANT BASE RENT(3) (PSF)(4) LEASE EXPIRATION
------ ------------ -------- ----------------
Wenner Bread Product 15.7% $ 9.97 12/31/2013
Fonar Corporation 12.5 $ 7.30 1/31/2009
United Biomedical, Inc. 7.9 $ 9.02 12/31/2005
Datamedic Corp. 7.5 $ 9.81 12/31/2004
Genco Auto Electric Inc. 6.4 $ 4.50 5/31/2014
State Farm Insurance Company 6.1 $ 14.00 1/31/2006
IDR Corp AKA Reuters America Inc. 5.3 $ 8.77 6/30/2005
Schoolwide, Inc. 3.7 $ 7.80 3/31/2006
B.I.T. Realty Inc. 3.5 $ 17.39 4/30/2013
Summit Laser Products, Inc. 3.1 $ 5.62 2/28/2011
-----
TOTAL/AVERAGE: 71.6% $ 8.32
=====
Remaining Tenants 28.4 $ 8.10
Vacant 0.0 $ 0.00
-----
TOTAL/AVERAGE ALL TENANTS 100.0% $ 8.03
=====
- ---------------------------------------
(1) Annualized U/W Base Rent excludes vacant space.
(2) Certain ratings are those of the parent company whether or not the parent
guarantees the lease.
(3) Percentages based on total Annualized U/W Base Rent for all tenants.
(4) For those tenants with multiple leases, the Annual U/W Base Rent PSF is a
weighted average calculation of the leases.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
43
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 industrial space at the Rechler Industrial I Properties:
LEASE EXPIRATION SCHEDULE(1)
CUMULATIVE % OF
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) % OF TOTAL NRSF TOTAL NRSF
------------------------ --------------- --------------- ----------
2004 52,905 9.3% 9.3%
2005 85,501 15.0 24.3%
2006 70,503 12.4 36.7%
2007 29,419 5.2 41.8%
2008 32,336 5.7 47.5%
2009 78,240 13.7 61.2%
2010 14,000 2.5 63.7%
2011 25,300 4.4 68.1%
2012 9,960 1.7 69.9%
2013 91,201 16.0 85.9%
2014 65,000 11.4 97.3%
2015 & Thereafter 0 0.0 97.3%
Vacant 15,478 2.7 100.0%
------- -----
TOTAL/AVERAGE: 569,843 100.0%
======= =====
ANNUALIZED U/W BASE APPROXIMATE % OF ANNUALIZED U/W
YEAR ENDING DECEMBER 31, RENT TOTAL U/W BASE RENT BASE RENT PSF
------------------------ ---- ------------------- -------------
2004 $ 489,622 10.7% $ 9.25
2005 726,660 15.9 $ 8.50
2006 688,553 15.0 $ 9.77
2007 203,900 4.5 $ 6.93
2008 228,471 5.0 $ 7.07
2009 571,146 12.5 $ 7.30
2010 109,200 2.4 $ 7.80
2011 142,295 3.1 $ 5.62
2012 135,080 3.0 $ 13.56
2013 990,634 21.6 $ 10.86
2014 292,500 6.4 $ 4.50
2015 & Thereafter 0 0.0 $ 0.00
Vacant 0 0.0 $ 0.00
------------ -----
TOTAL/AVERAGE: $ 4,578,061 100.0% $ 8.03
============ =====
- ---------------------------------------
(1) Annualized Underwritten Base Rent excludes vacant space.
Reserves. The borrower is required to deposit monthly (1) an amount equal
to 1/12 of upcoming annual real estate taxes and 1/12 of annual insurance
premiums into a tax and insurance escrow account, (2) if debt service coverage
ratio for the 12-month period ending on the last day of the most recent fiscal
quarter falls below 1.14x until the debt service coverage ratio for the 12-month
period ending on the last day of the 2 most recent fiscal quarters is at least
1.14x (a "Rechler I Low DSCR Period"), an amount equal to 1/12 of the product of
(a) $0.50 and (b) the aggregate number of rentable square feet of the Rechler
Industrial I Properties into a tenant improvement and leasing commissions
reserve account and (3) during a Rechler I Low DSCR Period, an amount equal to
1/12 of the product of (a) $0.20 and (z) the aggregate number of rentable square
feet of the Rechler Industrial I Properties into a replacement reserve account.
Insurance Requirements. The borrower is required to maintain comprehensive
all risk insurance and terrorism insurance in a per-occurrence amount that is no
less than the Rechler Industrial I Terrorism Coverage Amount, if and to the
extent terrorism such coverage is (i) currently being obtained by prudent owners
of real estate in the United States of a similar type and quality and a similar
location to the Rechler Industrial I Properties, or (ii) is otherwise available
for an annual premium not in excess of, (x) if the borrower's terrorism
insurance is provided under an insurance policy that also covers properties that
are not Rechler Industrial I Properties, $112,500, and (y) if borrower's
terrorism insurance is provided under a policy that covers only the Rechler
Industrial I Properties, the product of (A) $112,500 times (B) a fraction, the
numerator of which is the aggregate rentable square footage of the Rechler
Industrial I Properties then remaining as collateral and the denominator of
which is $5,399,558.
The "Rechler Industrial I Terrorism Coverage Amount" means: (i) if the
borrower's terrorism insurance is provided under an insurance policy that also
covers properties that are not Rechler Industrial I Properties, $126,970,000,
and (ii) if the borrower's terrorism insurance is provided under a policy that
covers only the Rechler Industrial I Properties, the product of (x) $126,970,000
times (y) a fraction, the numerator of which is the aggregate rentable square
footage of the Rechler Industrial I Properties then remaining as collateral and
the denominator of which is 5,399,558.
Lockbox; Sweep of Excess Cash Flow. At origination, the borrower was
required to establish a lockbox account controlled by the lender and to direct
all tenants to make payments directly to the lockbox account. Funds
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
44
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.
in excess of the monthly debt service payment and any reserves required as
described in "Reserves" above are swept daily from the lockbox account to the
borrower.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except trade payables in an amount less
than 3% of the loan amount for the Rechler Industrial I Loan. Furthermore, the
total amount of trade payables, financing leases and purchase money debt may not
exceed 5% of the original principal amount of the Rechler Industrial I Loan at
any one time.
Permitted Transfers. The borrower is permitted to transfer 50% or more of
its equity interests so long as such transfer is to (a) certain specified
individuals, (b) any entity that is rated at least "BBB-" or "Baa3" by Fitch and
Moody's, respectively, meets certain minimum net worth requirements and is
regularly engaged in the business (or has a manager or advisor that is) of
owning or managing interests in commercial properties which contain at least
5,000,000 square feet of space, or (c) any other entity with respect to which a
rating confirmation is received.
Notwithstanding the foregoing, subject to certain conditions including
that the borrower retains in substance all economic benefits of and practical
control over the property, the borrower is permitted to convey its present fee
interest (but not any reversionary interest) in any Rechler Industrial I
Property to the Industrial Development Agency (or a similar governmental
authority) of New York and enter into a lease of the property for the purpose of
facilitating the granting of economic benefit to the borrower or tenant at that
property.
Alterations. Under the Rechler Industrial I Loan agreement, the borrower
is permitted to perform any alterations (other than tenant improvements required
under the leases) at any Rechler Industrial I Properties subject to certain
conditions and the consent of the mortgagee. If no event of default under the
Rechler Industrial I Loan is continuing, the mortgagee may not unreasonably
withhold its consent to any proposed alteration.
Defeasance. On any date after the earlier of the first payment date
following (a) the third anniversary of the loan closing date or (b) the second
anniversary of the date on which the Rechler Industrial I Loan is securitized,
the borrower is permitted to defease the Rechler Industrial I Loan in whole or
in part with U.S. Treasuries or other REMIC-eligible securities. Any partial
defeasance will be for a portion of the outstanding principal balance of the
Rechler Industrial I Loan at least equal to a 125% of the allocated loan amount
for the Rechler Industrial I Property being released and after the defeasance,
the remaining Rechler Industrial I Properties must have a debt service coverage
ratio no less than the greater of the debt service coverage ratio at origination
or as of the date immediately prior to the release; provided that the debt
service coverage ratio may be further reduced by up to 0.05 below the debt
service coverage ratio so long as such ratio is greater than the debt service
coverage ratio at origination plus 0.15 and in any event, may be further reduced
so long as the debt service coverage ratio is equal to or greater than 1.75x.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
45
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.
STONERIDGE PLAZA
- --------------------------------------------------------------------------------
LOAN INFORMATION
- --------------------------------------------------------------------------------
ORIGINAL CUT-OFF DATE
-------- ------------
BALANCE: $23,700,000 $23,626,670
% OF POOL BY UPB: 2.6%
ORIGINATION DATE: December 31, 2003
ORIGINATOR: PMCC, LLC
COUPON: 5.58%
INTEREST ACCRUAL: Actual / 360
ORIGINAL TERM: 84 months
AMORTIZATION: 360 months
OWNERSHIP INTEREST: Fee Simple
PAYMENT DATE: 1st of the month
MATURITY DATE: January 1, 2011
SPONSOR: Columbus Realty Investments, Ltd.
BORROWER: Morse & Hamilton Limited Partnership
CALL PROTECTION/LOCKOUT: Lockout/Defeasance only until 3 months
prior to maturity.
CUT-OFF DATE LOAN PSF: $109
UP-FRONT RESERVES: Taxes: $50,243; Drug Emporium: $2,400,000
LOC(1)
ONGOING/SPRINGING RESERVES: Ongoing Tax; Springing reserves for
Insurance and Replacement Reserves(1)
CASH MANAGEMENT: None required
ADDITIONAL SECURED/ MEZZANINE DEBT: None permitted
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PROPERTY INFORMATION
- --------------------------------------------------------------------------------
SINGLE ASSET/PORTFOLIO: Single Asset
PROPERTY TYPE: Anchored Retail
PROPERTY LOCATION: Gahanna, Ohio
OCCUPANCY: 82.4%(2)
OCCUPANCY AS OF DATE: December 24, 2003
YEAR BUILT: 1995-1997
YEAR RENOVATED: NAP
COLLATERAL: The collateral consists of an anchored
shopping center containing approximately
216,856 square feet of retail space. The
center contains approximately 106,819
additional square feet of anchor/outparcel
space that is subject to ground leases,
which additional improvements are not
collateral for the loan. The subject is
anchored by a Kroger supermarket and
Cinemark Theatre.
PROPERTY MANAGEMENT: R.J. Solove and Associates Management, Inc.
APPRAISED VALUE: $35,700,000
APPRAISAL VALUE DATE: November 6, 2003
CUT-OFF DATE LTV: 66.18%
BALLOON LTV: 59.49%
U/W NOI: $2,909,371
U/W NCF: $2,688,089
CURRENT ANNUAL DEBT SERVICE: $1,629,096
U/W NOI DSCR: 1.79x
U/W NCF DSCR: 1.65x
- --------------------------------------------------------------------------------
- ---------------------------------------
(1) See "Reserves" below.
(2) The center contains approximately 106,819 additional square feet of
anchor/outparcel space that is subject to ground leases, which additional
improvements are not collateral for the loan. If this square footage were
factored into the occupancy calculation, the resulting occupancy for the
total center would be approximately 88.2%.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
46
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 "StoneRidge Plaza Loan"),
representing approximately 2.6% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, with a principal balance as of the
cut-off date of $23,626,670, is a 7-year balloon loan that has a maturity date
of January 1, 2011 and provides for monthly payments of principal and interest
based on a 30-year amortization schedule. The StoneRidge Plaza Loan is secured
by, among other things, an open-end mortgage and security instrument encumbering
the borrower's fee ownership interest in the StoneRidge Plaza Property.
The Borrower. The borrower under the StoneRidge Plaza Loan, Morse &
Hamilton Limited Partnership, is an Ohio limited partnership that is a special
purpose entity. A principal of the borrower, Casto Ventures, Ltd., is also the
principal of two other borrowers under mortgage loans, collectively representing
4.64% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date, that are included in the trust. The mortgaged properties securing
these mortgage loans are also anchored by Kroger.
The Property. The StoneRidge Plaza property (the "StoneRidge Plaza
Property") is an approximately 216,856 square foot anchored shopping center. The
center contains approximately 106,819 additional square feet of anchor/outparcel
space that is subject to ground leases, which additional improvements are not
collateral for the loan. The subject is anchored by a Kroger supermarket which
pays ground rent to the borrower, and Cinemark Theatre. Other national tenants
in occupancy include Blockbuster Video, H&R Block, Radio Shack, Countrywide
Loans, and General Nutrition Center.
Major Tenant Summary. The following table shows certain information
regarding the 11 largest tenants of the StoneRidge Plaza Property based on
Annualized Base Rent:
ELEVEN LARGEST TENANTS BASED ON ANNUALIZED BASE RENT (1)(2)
CREDIT RATING(3)
(FITCH/MOODY'S/ ANNUALIZED BASE
TENANT S&P) NRSF % OF NRSF RENT
------ ---- ---- --------- ----
Cinemark 200 NR 49,786 23.0% $ 584,986
Kroger BBB/Baa3/BBB 0 0.0 256,516
Blockbuster Video NR 6,750 3.1 89,235
Cap City Diner NR 6,000 2.8 84,000
Irwin's Hallmark NR 6,000 2.8 84,000
International Diamond NR 4,092 1.9 74,260
Gentle Wind II NR 4,800 2.2 73,968
H & R Block NR/NR/BBB+ 4,500 2.1 65,250
Pet People NR 4,200 1.9 60,375
American Red Cross NR 4,800 2.2 60,000
Cici's Pizza NR 4,800 2.2 60,000
------- ----- -----------
TOTAL/ AVERAGE 95,728 44.1% $ 1,492,590
======= ===== ===========
Total Remaining Tenants 82,914 38.2 $ 1,506,062
Total Vacant Space 38,214 17.6 0
------- ----- -----------
TOTAL/ AVERAGE ALL TENANTS 216,856 100.0% $ 2,998,652
======= ===== ===========
% OF TOTAL
ANNUALIZED BASE ANNUALIZED BASE RENT LEASE
TENANT RENT(4) (PSF) EXPIRATION
------ ------- ----- ----------
Cinemark 200 19.5% $ 11.75 11/30/2015
Kroger 8.6 3.25(5) 1/31/2022
Blockbuster Video 3.0 13.22 11/30/2005
Cap City Diner 2.8 14.00 11/30/2007
Irwin's Hallmark 2.8 14.00 3/31/2006
International Diamond 2.5 18.15 4/30/2007
Gentle Wind II 2.5 15.41 3/31/2006
H & R Block 2.2 14.50 4/30/2007
Pet People 2.0 14.38 3/31/2007
American Red Cross 2.0 12.50 12/31/2008
Cici's Pizza 2.0 12.50 6/30/2013
----- ----------
TOTAL/ AVERAGE 49.8% $ 15.59(6)
===== ==========
Total Remaining Tenants 50.2 $ 18.16(7)
Total Vacant Space 0.0 0.00
----- ----------
TOTAL/ AVERAGE ALL TENANTS 100.0% $ 13.83
===== ==========
- ---------------------------------------
(1) All calculations and averages (unless otherwise indicated) are based on a
NRSF of approximately 216,856, which excludes the SF attributable to the
subject's ground lease tenants (approximately 106,819 SF). The table is
based on a rent roll dated 12/24/2003, which rent roll was provided by
borrower.
(2) Annualized Base Rent excludes vacant space.
(3) Certain ratings are those of parent companies whether or not such
companies guarantee the lease.
(4) Percentage based on total Annualized Base Rent for all tenants.
(5) Calculated based on Kroger's SF of approximately 78,847.
(6) Calculated based on 95,728 SF, which assumes 0 SF for the Kroger 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
47
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.
(7) Calculated based on 82,914 SF, which excludes the SF attributable to
ground lease tenants.
Lease Expiration. The following table shows the lease expiration schedule
for the StoneRidge Plaza Property:
LEASE EXPIRATION SCHEDULE(1)(2)
CUMULATIVE % OF
YEAR ENDING DECEMBER 31, EXPIRING (NRSF) % OF TOTAL NRSF TOTAL NRSF
------------------------ --------------- --------------- ----------
2004 5,563 2.6% 2.6%
2005 37,211 17.2 19.8%
2006(3) 23,925 11.0 30.8%
2007 29,592 13.6 44.4%
2008 17,700 8.2 52.6%
2009 0 0.0 52.6%
2010(4) 0 0.0 52.6%
2011 7,000 3.2 55.8%
2012(5) 2,975 1.4 57.2%
2013 4,800 2.2 59.4%
2014 0 0.0 59.4%
2015 & Thereafter(6) 49,786 23.0 82.4%
Vacant(7) 38,214 17.6 100.0%
------- -----
TOTAL/AVERAGE: 216,856 100.0%
======= =====
APPROXIMATE % OF ANNUALIZED BASE
YEAR ENDING DECEMBER 31, ANNUALIZED BASE RENT TOTAL BASE RENT RENT PSF
------------------------ -------------------- --------------- --------
2004 83,289 2.8% $ 14.73
2005 500,284 16.7 $ 13.44
2006(3) 382,327 12.7 $ 15.98
2007 449,565 15.0 $ 15.19
2008 256,335 8.5 $ 14.48
2009 0 0.0 $ 0.00
2010(4) 50,000 1.7 $ NAP
2011 93,500 3.1 $ 13.36
2012(5) 93,350 3.1 $ 31.38
2013 60,000 2.0 $ 12.50
2014 0 0.0 $ 0.00
2015 & Thereafter(6) 1,030,002 34.3 $ 20.69
Vacant(7) 0 0.0 $ 0.00
---------- -----
TOTAL/AVERAGE: $2,998,652 100.0% $ 13.83
========== =====
- ---------------------------------------
(1) All calculations and weighted averages are based on a NRSF of
approximately 216,856, which excludes the SF attributable to the subject's
ground lease tenants (approximately 106,819 SF). The table is based on a
rent roll dated 12/24/2003, which rent roll was provided by borrower.
(2) Annualized Base Rent excludes vacant space.
(3) Base rent calculations include base rent attributable to the Skyline Chili
ground lease tenant ($35,000). A square footage of zero was assigned to
this tenant, as the improvements are not part of the subject collateral.
(4) The sole tenant expiring in 2010 is the Wendy's ground lease tenant
($50,000). A square footage of zero was assigned to this tenant, as the
improvements are not part of the subject collateral.
(5) Base rent calculations include KFC Corp ground lease tenant ($51,700). A
square footage of zero was assigned to this tenant, as the improvements
are not part of the subject collateral.
(6) Base rent calculations include Max & Erma's, Huntington National Bank,
Arby's, Taco Bell and Kroger ground lease tenants ($445,016). A square
footage of zero was assigned to these tenants, as the improvements are not
part of the subject collateral.
(7) Vacant space includes 27,000 square feet at the StoneRidge Plaza Property
that is leased to Drug Emporium. This tenant is currently in bankruptcy
and the related premises are currently dark.
Reserves. At origination $50,243 was funded into a tax reserve, with 1/12
of estimated annual taxes due monthly on an ongoing basis. Additionally, the
borrower posted a $2,400,000 Letter of Credit to be held as additional security
for the debt until such time as either (i) Drug Emporium, which has previously
filed for bankruptcy, reaffirms its existing lease and is in occupancy and
paying rent, or (ii) a replacement tenant for the Drug Emporium space is in
occupancy and paying rent pursuant to a fully executed lease having terms
comparable to those of the Drug Emporium lease (including a term of at least
three years and an annual base rent of at least $222,750) and, among other
things, lender has received an acceptable estoppel from such tenant. A springing
reserve for collection of insurance premiums is required if the borrower does
not maintain insurance as prescribed by the loan documents. Springing
replacement reserves are required upon the occurrence of (i) an event of
default; (ii) lender's determination, based on annual inspections, that the
StoneRidge Plaza Property is in need of repairs or is otherwise not well
maintained; or (iii) a sale of the StoneRidge Plaza Property.
Insurance Requirements. The borrower is required to maintain insurance on
the property including, but not limited to, comprehensive all risk and
commercial general liability coverage. The Mortgaged Property as of the date
hereof has terrorism coverage.
Lockbox; Sweep of Excess Cash Flow. None required.
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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
48
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.
Mezzanine Loan. None permitted.
Additional Debt. None permitted except for advances or trade payables or
accrued expenses incurred in the ordinary course of business of operating the
StoneRidge Plaza Property not outstanding for more than 60 days from the date
incurred in an amount not to exceed 2% of the outstanding principal balance of
the Note in the aggregate.
Permitted Transfers. Transfers of the direct or indirect ownership
interests in the borrower are permitted without the consent of the lender so
long as following such transfer, the persons responsible for the management
and/or control of the StoneRidge Plaza Property and/or borrower remain in legal,
beneficial and actual control and management of the StoneRidge Plaza Property.
Unless approved by lender, and subject to confirmation that there will be no
adverse rating impact, there shall not be permitted any (A) transfer in one or
more related transactions of a 49% or greater direct or indirect interest in the
borrower or any successive partner, member or limited liability company manager
thereof or (B) any direct or indirect change in the management or control of the
borrower or any shareholder, general partner, managing member or limited
liability company manager; provided that transfers to certain parties specified
in the loan documents are permitted without regard to these restrictions,
including certain transfers 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 Greenwich Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Wachovia Securities and Banc of America Securities LLC 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.
49