BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC.
Commercial Mortgage Pass-Through Certificates
TERMS AGREEMENT
---------------
Dated: as of June 11, 1998
To: BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC.
Re: Underwritting Agreement dated June 11, 1998
Underwriter: Bear, Xxxxxxx & Co. Inc.
Series Designation: Series 1998-C1
Class Designation Schedule of the Certificates: Class A-1, Class A-2, Class B,
Class C, Class D and Class E Certificates
Terms of the Certificates to be Purchased by the Underwriter:
-------------------------------------------------------------
Class Original Principal Amount Interest Rate
----- ------------------------- -------------
A-1 $ 129,564,000 6.34%
A-2 $ 417,211,428 6.44%
B $ 35,736,956 6.54%
C $ 32,163,260 6.75%
D $ 32,163,260 6.75%
E $ 8,934,239 6.75%
Defined Terms: Terms not otherwise defined herein shall have the meanings given
to such terms in the Pooling and Servicing Agreement dated as of June 1, 1998,
among Bear Xxxxxxx Commercial Mortgage Securities Inc., as depositor, Banc One
Mortgage Capital Markets, LLC, as servicer, AMRESCO Management, Inc., as special
servicer, LaSalle National Bank, as trustee and ABN AMRO Bank, N.V., as fiscal
agent.
Form of Certificates Being Purchased by the Underwriter: Book Entry.
1
Distribution Dates: The 16th day of each month or, if such 16th day is not a
business day, the next succceeding business day, commencing on July 16, 1998.
Certificate Rating for the Certificates Purchased by the Underwriters:
----------------------------------------------------------------------
Rating
------
Class Moody's* DCR**
----- -------- -----
============================================
A-1 Aaa AAA
A-2 Aaa AAA
B Aa2 AA
C A2 A
D Baa2 BBB
E Baa3 BBB-
============================================
* Xxxxx'x Investors Service, Inc.
** Duff & Xxxxxx Credit Rating Company
Mortgage Assets: The initial amounts to be included in any Reserve Account and
other accounts are as set forth in, and the Mortgage Loans to be included in the
Trust Fund are as described in, Annex A hereto.
Purchased Price: The aggregate purchase price payable by the Underwriter for the
Certificates covered by this Agreement will be $660,888,920.03 (plus accrued
interest).
Credit Enhancement: None other than the subordination described in the related
Propectus Supplement.
Closing Date: June 29, 1998, 10:00 a.m., New York time.
[Remainder of Page Intentionally Left Blank]
2
The undersigned, as the Underwriter, agrees, subject to the terms and provisions
of the above-referenced Underwriting Agreement, which is incorporated herein in
its entirety and made a part hereof, to purchase the respective principal
amounts of the Classes of the above-referenced Series of Certificates as set
forth herein.
BEAR, XXXXXXX & CO. INC.
By: /s/ Xxxxx Xxxxxxx
-------------------
Name: Xxxxx Xxxxxxx
Title: Senior Managing Director
Accepted:
BEAR XXXXXXX COMMERCIAL MORTGAGE
SECURITIES INC.
By: /s/ Xxxxxxx Xxxxx
------------------
Name: Xxxxxxx Xxxxx
Title: President
3
Annex A
Mortgage Loan Schedule
See Exhibit B of the Pooling and Servicing Agreement.
Annex A-1
