BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC.
Commercial Mortgage Pass-Through Certificates
TERMS AGREEMENT
Dated: as of January 28, 1999
To: BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC.
Re: Underwriting Agreement dated June 11, 1998
Underwriter: Bear, Xxxxxxx & Co. Inc.
Series Designation: Series 1999-C1
Class Designation Schedule of the Certificates: Class A-1, Class A-2, Class B,
Class C, Class D, Class E and Class X Certificates
Terms of the Certificates to be Purchased by the Underwriter:
Class Original Principal Amount Interest Rate
----- ------------------------- -------------
A-1 $ 89,632,000 5.91%
A-2 $280,821,086 6.02%
B $ 23,900,199 6.20%
C $ 17,925,149 6.53%
D $ 21,510,179 6.53%
E $ 5,975,050 6.53%
X $478,003,982(1) 0.5834(2)%
(1) The Class X Certificates are interest-only certificates. Class X
Certificatesholders will not receive any principal. However, they will be
entitled to receive interest that accrues on a notional amount equal to the
aggregate of the stated principal balances of the Mortgage Loans.
(2) Initial Pass-Through Rate. The Class X Pass-Through Rate with respect to any
Distribution Date will be equal to the excess, if any, of (i) the weighted
average of the non-default interest rates specified in the notes relating to
each mortgage loan in the trust fund, net of the related servicing fee rate,
over (ii) the weighted average of the Pass-Through Rates of the other classes of
Certificates.
1
Defined Terms: Terms not otherwise defined herein shall have the meanings given
to such terms in the Pooling and Servicing Agreement dated as of February 1,
1999, among Bear Xxxxxxx Commercial Mortgage Securities Inc., as depositor, GE
Capital Loan Services, Inc., as servicer, GE Capital Realty Group, 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.
Distribution Dates: The 14th day of each month or, if such 14th day is not a
business day, the next succeeding business day, commencing on March 15, 1999.
Certificate Rating for the Certificates Being Purchased by the Underwriters:
Rating
Class Moody's* S&P**
----- -------- -----
A-1 Aaa AAA
A-2 Aaa AAA
B Aa2 AA
C A2 A
D Baa2 NR***
E Baa3 NR***
X Aaa AAAr
* Xxxxx'x Investors Service, Inc.
** Standard & Poor's Ratings Services, a Division of the XxXxxx-Xxxx Companies,
Inc.
*** "NR" means not rated.
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.
Purchase Price: The aggregate purchase price payable by the Underwriter for the
Certificates covered by this Agreement will be $479,655,106.81 (plus accrued
interest).
Credit Enhancement: None other than the subordination described in the related
Prospectus Supplement.
Closing Date: February 10, 1999, 10:00 a.m., New York time at the offices of
O'Melveny & Xxxxx LLP, New York, New York.
[Remainder of Page Intentionally Left Blank]
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:_____________________________
Name:
Title:
Accepted:
BEAR XXXXXXX COMMERCIAL MORTGAGE
SECURITIES INC.
By:_____________________________
Name:
Title:
S-1
Annex A
Mortgage Loan Schedule
SEE EXHIBIT B OF THE POOLING AND SERVICING AGREEMENT
A-1
