EX-99.1 3 mo690511-ex99_1.txt TERM SHEETS -------------------------------------------------------------------------------- Securitized Products Group Morgan Stanley December 5, 2002 -------------------------------------------------------------------------------- CMBS New Issue Collateral Term Sheet ---------------------------------------------- $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. as Depositor Morgan Stanley Dean Witter Mortgage Capital Inc. The Union Central Life Insurance Company Prudential Mortgage Capital Funding, LLC National Consumer Cooperative Bank NCB, FSB Principal Commercial Funding, LLC Teachers Insurance and Annuity Association of America Nationwide Life Insurance Company as Mortgage Loan Sellers ----------------------------- Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 ----------------------------- MORGAN STANLEY Sole Lead Bookrunning Manager MERRILL LYNCH & CO. LEHMAN BROTHERS Co-Manager Co-Manager -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Transaction Features --------------------
> Sellers: --------------------------------------------------------------------------------------------------------------- No. of No. of Cut-off Date % of Sellers Loans Props. Balance ($) Pool --------------------------------------------------------------------------------------------------------------- Morgan Stanley Dean Witter Mortgage Capital Inc. 6 6 200,199,554 22.0 The Union Central Life Insurance Company 131 140 186,684,405 20.5 Prudential Mortgage Capital Funding, LLC 19 19 172,290,800 18.9 National Consumer Cooperative Bank and NCB, FSB 50 50 128,192,102 14.1 Principal Commercial Funding, LLC 19 19 117,390,546 12.9 Teachers Insurance and Annuity Association of America 6 6 59,204,339 6.5 Nationwide Life Insurance Company 8 8 45,680,532 5.0 --------------------------------------------------------------------------------------------------------------- Total: 239 248 $909,642,278 100.0% ---------------------------------------------------------------------------------------------------------------
> Loan Pool: o Average Cut-off Date Balance: $3,806,035 o Largest Mortgage Loan by Cut-off Date Balance: $67,000,000 o Five largest and ten largest loans: 24.6% and 34.7% of pool, respectively > Credit Statistics: o Weighted average debt service coverage ratio of 2.37x (1) o Weighted average current loan-to-value ratio of 59.8%; weighted average balloon loan-to-value ratio of 41.4% (1) > Property Types: [GRAPHIC OMITTED] Property Types: Industrial 18.8% Retail 23.7% Office 34.2% Self Storage 0.6% Mixed Use 0.7% Hotel 0.9% Residential Cooperative 9.7% Multifamily 11.4% > Call Protection: Please refer to the prepayment table on page T-19 and Appendix II of the Prospectus Supplement > Collateral Information Updates: Updated loan information is expected to be part of the monthly certificateholder reports available from the Trustee in addition to detailed payment and delinquency information. Information provided by the Trustee is expected to be available at www.etrustee.net. Updated annual property operating and occupancy information, to the extent delivered by borrowers, is expected to be available to Certificateholders from the Master Servicer > Bond Information: Cash flows are expected to be modeled by TREPP, CONQUEST and INTEX and are expected to be available on BLOOMBERG Note:(1) For all mortgage loans excluding the residential cooperative loans, the weighted average debt service coverage ratio is 1.50x, the weighted average current loan-to-value ratio is 65.0% and the weighted average balloon loan-to-value ratio is 44.8%. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-2 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Offered Certificates --------------------
Certificate Initial Expected Final Initial Principal Certificate Subordination Ratings Average Principal Distribution Pass-Through to Value Class Balance(1) Levels (Moody's/S&P) Life(2)(3) Window(2)(4) Date(2) Rate(5) Ratio(6) ---------------------------------------------------------------------------------------------------------------------------------- A-1 $81,000,000 14.375% Aaa / AAA 3.41 1 - 73 01/15/2009 3.48% 51.2% A-2 $125,000,000 14.375% Aaa / AAA 5.70 1 - 110 02/15/2012 4.39% 51.2% A-3 $90,019,000 14.375% Aaa / AAA 7.76 73 - 110 02/15/2012 4.80% 51.2% A-4 $482,862,000 14.375% Aaa / AAA 9.65 110 - 120 12/15/2012 5.08% 51.2% B $26,152,000 11.500% Aa2 / AA 9.99 120 - 120 12/15/2012 5.24% 52.9% C $27,289,000 8.500% A2 / A 10.17 120 - 128 08/15/2013 5.41% 54.7% D $2,274,000 8.250% A3 / A- 10.73 128 - 129 09/15/2013 5.55% 54.9%
Private Certificates (7) ------------------------ Initial Certificate Certificate Expected Final Initial Principal Balance or Subordination Ratings Average Principal Distribution Pass-Through to Value Class Notional Amount(1) Levels (Moody's/S&P) Life(2)(3) Window(2)(4) Date(2) Rate(5) Ratio(6) ------------------------------------------------------------------------------------------------------------------------------------ X-1(8) $909,642,278 ---- Aaa / AAA ---- ---- ---- Variable Rate ---- X-2(8) $824,775,000 ---- Aaa / AAA ---- ---- ---- Variable Rate ---- X-Y(8) $87,981,643 ---- Aaa / AAA ---- ---- ---- Variable Rate ---- E $13,645,000 6.750% Baa1 / BBB+ 10.87 129 - 135 03/15/2014 5.98% 55.8% F $10,233,000 5.625% Baa2 / BBB 11.63 135 - 142 10/15/2014 NWAC - 0.63% 56.4% G $6,823,000 4.875% Baa3 / BBB- 12.14 142 - 150 06/15/2015 NWAC - 0.20% 56.9% H - O $44,345,278 ---- ---- ---- ---- ---- 6.00% ----
Notes: (1) As of December 2002. In the case of each such Class, subject to a permitted variance of plus or minus 5%. (2) Based on the Structuring Assumptions, assuming 0% CPR, described in the Prospectus Supplement. (3) Average life is expressed in terms of years. (4) Principal window is the period (expressed in terms of months and commencing with the month of January 2003 during which distributions of principal are expected to be made to the holders of each designated Class. (5) The Class A-1, A-2, A-3, A-4, B, C, D and E will accrue interest at a fixed rate. The Class F and G Certificates will each accrue interest at a rate equal to the weighted average net mortgage rate less the specified percentage. The Class X-1, X-2 and X-Y Certificates will accrue interest at a variable rate. The Class X-1, X-2 and X-Y Certificates will be collectively known as the "Class X Certificates." (6) Certificate Principal to Value Ratio is calculated by dividing each Class' Certificate Balance and all Classes (if any) that are senior to such Class by the quotient of the aggregate pool balance and the weighted average pool loan to value ratio. The Class A-1, A-2, A-3 and A-4 Certificate Principal to Value Ratio is calculated based upon the aggregate of the Class A-1, A-2, A-3 and A-4 Certificate Balances. (7) Certificates to be offered privately pursuant to Rule 144A. (8) The Class X-1, Class X-2 and Class X-Y Notional Amounts are defined herein and in the Prospectus Supplement. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-3 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 I. Issue Characteristics --------------------- Issue Type: Public: Classes A-1, A-2, A-3, A-4, B, C and D (the "Offered Certificates") Private (Rule 144A): Classes X-1, X-2, X-Y, E, F, G, H, J, K, L, M, N and O Securities Offered: $834,596,000 monthly pay, multi-class, sequential pay commercial mortgage REMIC Pass-Through Certificates, including seven fixed-rate principal and interest classes (Classes A-1, A-2, A-3, A-4, B, C and D) Sellers: Morgan Stanley Dean Witter Mortgage Capital Inc., Union Central Life Insurance Company, Prudential Mortgage Capital Funding, LLC, Principal Commercial Funding, LLC, National Consumer Cooperative Bank, NCB, FSB, Teachers Insurance and Annuity Association of America and Nationwide Life Insurance Company Lead Bookrunning Manager: Morgan Stanley & Co. Incorporated Co-Managers: Merrill Lynch and Co, Inc. and Lehman Brothers Inc. Master Servicers: GMAC Commercial Mortgage Corporation. NCB, FSB will act as master servicer with respect the mortgage loans contributed by it and its affiliate, National Consumer Cooperative Bank. Primary Servicers: Summit Investment Partners, Inc. with respect to those mortgage loans sold to the trust by The Union Central Life Insurance Company, Prudential Asset Resources, Inc. with respect to those mortgage loans sold to the trust by Prudential Mortgage Capital Funding, LLC, Principal Global Investors, LLC, formerly known as Principal Capital Management, LLC with respect to those mortgage loans sold to the trust by Principal Commercial Funding, LLC and Nationwide Life Insurance Company with respect to those mortgage loans sold to the trust by Nationwide Life Insurance Company. Special Servicer: GMAC Commercial Mortgage Corporation. National Consumer Cooperative Bank will act as special servicer with respect to the residential cooperative mortgage loans contributed by it and its affiliate NCB, FSB. Trustee, Paying Agent and Registrar : LaSalle Bank National Association Cut-Off Date: December 1, 2002. For purposes of the information contained in this term sheet, scheduled payments due in December 2002 with respect to mortgage loans not having payment dates on the first of each month have been deemed received on December 1, 2002, not the actual day on which such scheduled payments were due. Pricing Date: December 4, 2002 -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-4 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Expected Closing Date: December 17, 2002 Distribution Dates: The 15th of each month, commencing in January 2003 (or if the 15th is not a business day, the next succeeding business day) Minimum Denominations: $25,000 for the Class A Certificates and $100,000 for all other Offered Certificates and in multiples of $1 thereafter Settlement Terms: DTC, Euroclear and Clearstream, same day funds, with accrued interest Legal/Regulatory Classes A-1, A-2, A-3, A-4, B, C and D will upon Status: issuance be eligible for exemptive relief under ERISA. No Class of Certificates is SMMEA eligible. Risk Factors: THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT BE SUITABLE FOR ALL INVESTORS. SEE THE "RISK FACTORS" SECTION OF THE PROSPECTUS SUPPLEMENT AND THE "RISK FACTORS" SECTION OF THE PROSPECTUS -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-5 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 II. Structure Characteristics ------------------------- The Class A-1, A-2, A-3, A-4, B, C, D and E Certificates are fixed-rate, monthly pay, multi-class, sequential pay REMIC Pass-Through Certificates. The Class F and G Certificates will each accrue interest at a rate equal to the Weighted Average Net Mortgage Rate less the specified percentage. The Class X-1, X-2 and X-Y Certificates will accrue interest at a variable rate. All Classes of Certificates derive their cash flows from the entire pool of Mortgage Loans. The depiction below assumes a net rate of 5.55% on the residential cooperative loans due to their contribution to the Class X-Y. IO Structure [GRAPHIC OMITTED]
MONTHS 0 24 36 48 Class A-1 AAA/Aaa 3.45% X-1+ x-2 IO Strip X-1 Notional X-1 Notional X-1 Notional X-1 Notional Class A-2 AAA/Aaa 4.39% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-1 Notional X-1 Notional Class A-3 AAA/Aaa 4.80% X-1+ x-2 IO Strip X-1 Notional X-1 Notional X-2 Notional X-2 Notional Class A-4 AAA/Aaa 5.08% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-2 Notional X-1 Notional Class B AAA/Aaa 5.24% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-2 Notional X-2 Notional Class C AAA/Aaa 5.41% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-2 Notional X-2 Notional Class D AAA/Aaa 5.55% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-2 Notional X-2 Notional Class E BBB+/Baa1 5.98% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-2 Notional X-2 Notional Class F BBB/Baa2 NWAC-0.63% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-1 Notional X-1 Notional Class G BBB-/Baa3 NWAC-0.20% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-1 Notional X-1 Notional Class H BB+/Ba1 6.00% X-1+ x-2 IO Strip X-2 Notional X-2 Notional X-1 Notional X-1 Notional Class J BB/Ba2 6.00% X-1+ x-2 IO Strip X-2 Notional X-1 Notional X-1 Notional X-1 Notional Class K BB-/Ba3 6.00% X-1+ x-2 IO Strip X-2 Notional X-1 Notional X-1 Notional X-1 Notional Class L-0 B+/B1 to NR 6.00% X-1+ x-2 IO Strip X-1 Notional X-1 Notional X-1 Notional X-1 Notional
(Table Continued)
60 72 84 96 Maturity Class A-1 AAA/Aaa 3.45% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $81.0MM Class A-2 AAA/Aaa 4.39% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $125.0MM Class A-3 AAA/Aaa 4.80% X-2 Notional X-1 Notional X-2 Notional X-1 Notional $90.0MM Class A-4 AAA/Aaa 5.08% X-1 Notional X-2 Notional X-1 Notional X-1 Notional $482.9MM Class B AAA/Aaa 5.24% X-2 Notional X-2 Notional X-2 Notional X-1 Notional $26.2MM Class C AAA/Aaa 5.41% X-1 Notional X-2 Notional X-1 Notional X-1 Notional $27.3MM Class D AAA/Aaa 5.55% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $2.3MM Class E BBB+/Baa1 5.98% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $13.6MM Class F BBB/Baa2 NWAC-0.63% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $10.2MM Class G BBB-/Baa3 NWAC-0.20% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $6.8MM Class H BB+/Ba1 6.00% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $10.2MM Class J BB/Ba2 6.00% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $9.1MM Class K BB-/Ba3 6.00% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $4.5MM Class L-0 B+/B1 to NR 6.00% X-1 Notional X-1 Notional X-1 Notional X-1 Notional $20.5MM
-------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-6 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Class X-1 and X-2 The notional amount of the Class X-2 Certificates will Notional Balances: equal: o during the period from the Closing Date through and including the distribution date occurring in December 2004, the sum of (a) the lesser of $43,800,000 and the certificate balance of the Class A-1 Certificates outstanding from time to time (b) the lesser of $97,800,000 and the certificate balance of the Class A-2 Certificates outstanding from time to time and (c) the aggregate of the certificate balances of the Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class K Certificates outstanding from time to time; o during the period following the distribution date occurring in December 2004 through and including the distribution date occurring in December 2005, the sum of (a) the lesser of $14,600,000 and the certificate balance of the Class A-1 Certificates outstanding from time to time, (b) the lesser of $76,500,000 and the certificate balance of the Class A-2 Certificates outstanding from time to time, (c) the aggregate of the certificate balances of the Class A-2, , Class A-3, Class A-4, Class B, Class C, Class D, Class E, Class F and Class G Certificates outstanding from time to time and (d) the lesser of $9,350,000 and the certificate balance of the Class H Certificates outstanding from time to time; o during the period following the distribution date occurring in December 2005 through and including the distribution date occurring in December 2006, the sum of (a) the lesser of $56,700,000 and the certificate balance of the Class A-2 Certificates outstanding from time to time, (b) the lesser of $77,600,000 and the certificate balance of the Class A-3 Certificates outstanding from time to time and (c) the aggregate of the certificate balances of the Class A-4, Class B, Class C, Class D, Class E and Class F Certificates outstanding from time to time; -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-7 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 o during the period following the distribution date occurring in December 2006 through and including the distribution date occurring in December 2007, the sum of (a) the lesser of $32,550,000 and the certificate balance of the Class A-2 Certificates outstanding from time to time, (b) the lesser of $44,500,000 and the certificate balance of the Class A-3 Certificates outstanding from time to time, (c) the aggregate of the certificate balances of the Class A-4, Class B, Class C and Class D Certificates outstanding from time to time and (d) the lesser of $9,150,000 and the certificate balance of the Class E Certificates outstanding from time to time; o during the period following the distribution date occurring in December 2007 through and including the distribution date occurring in December 2008, the sum of (a) the lesser of $14,750,000 and the certificate balance of the Class A-2 Certificates outstanding from time to time, (b) the lesser of $20,200,000 and the certificate balance of the Class A-3 Certificates outstanding from time to time, (c) the certificate balance of the Class A-4 and Class B Certificates outstanding from time to time and (d) the lesser of $25,500,000 and the certificate balance of the Class C Certificates outstanding from time to time; o during the period following the distribution date occurring in December 2008 through and including the distribution date occurring in December 2009, the sum of (a) the lesser of $458,300,000 and the certificate balance of the Class A-4 Certificates outstanding from time to time, (b) the certificate balance of the Class B Certificates outstanding from time to time and (c) the lesser of $13,500,000 and the certificate balance of the Class C Certificates outstanding from time to time; o during the period following the distribution date occurring in December 2009 through and including the distribution date occurring in December 2010, the sum of (a) the lesser of $414,000,000 and the certificate balance of the Class A-4 Certificates outstanding from time to time, (b) the certificate balance of the Class B Certificates outstanding from time to time and (c) the lesser of $2,900,000 and the certificate balance of the Class C Certificates outstanding from time to time; and o following the distribution date occurring in December 2010, $0. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-8 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Accordingly, the Notional Amount of the Class X-1 Certificates will be reduced on each Distribution Date by any distributions of principal actually made on, and any Realized Losses and Expense Losses of principal actually allocated to any class of Principal Balance Certificates. The Notional Amount of the Class X-2 Certificates will be reduced on each Distribution Date by any distributions of principal actually made on, and any Realized Losses and Expense Losses of principal actually allocated to any component included in the calculation of the Notional Amount for the Class X-2 Certificates on such Distribution Date, as described above. It is anticipated that holders of the Class X-2 Certificates will not be entitled to distributions of interest at any time following the Distribution Date occurring in December 2010. Accordingly, upon initial issuance, the aggregate Notional Amount of the Class X-1 Certificates and Class X-2 Certificates will be $909,642,278 and $824,775,000, respectively, subject in each case to a permitted variance of plus or minus 5%. The Notional Amount of each Class X Certificate is used solely for the purpose of determining the amount of interest to be distributed on such Certificate and does not represent the right to receive any distributions of principal. The class X-Y certificates will have a total notional amount that is, as of any date of determination, equal to the then total principal balance of those residential cooperative mortgage loans in the trust fund that have, in each case, a mortgage interest rate (reduced by the sum of the annual rates at which the related master servicing fee, including the primary servicing fee, and the trustee fee are calculated) in excess of 5.55% per annum (with such total principal balance to be calculated from the perspective of the series 2002-IQ3 certificateholders, based on collections and advances of principal on those mortgage loans previously distributed, and losses on those mortgage loans previously allocated, to the series 2002-IQ3 certificateholders). -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-9 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Class X-1 and X-2 The Pass-Through Rate applicable to the Class X-1 Pass-Through Rates: Certificates for the initial Distribution Date will equal approximately 0.24% per annum. The Pass-Through Rate applicable to the Class X-1 Certificates for each Distribution Date subsequent to the initial Distribution Date will equal the weighted average of the respective strip rates (the "Class X-1 Strip Rates") at which interest accrues from time to time on the respective components of the total Notional Amount of the Class X-1 Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of all or a designated portion of the Certificate Balance of one of the classes of the Principal Balance Certificates. In general, the Certificate Balance of each class of Principal Balance Certificates will constitute a separate component of the total Notional Amount of the Class X-1 Certificates; provided that, if a portion, but not all, of the Certificate Balance of any particular class of Principal Balance Certificates is identified under "--Certificate Balance" in the Prospectus Supplement as being part of the total Notional Amount of the Class X-2 Certificates immediately prior to any Distribution Date, then that identified portion of such Certificate Balance will also represent a separate component of the total Notional Amount of the Class X-1 Certificates for purposes of calculating the accrual of interest for the related Distribution Date, and the remaining portion of such Certificate Balance will represent another separate component of the Class X-1 Certificates for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring on or before December 2010, on any particular component of the total Notional Amount of the Class X-1 Certificates immediately prior to the related Distribution Date, the applicable Class X-1 Strip Rate will be calculated as follows: o if such particular component consists of the entire Certificate Balance of any class of Principal Balance Certificates, and if such Certificate Balance also constitutes, in its entirety, a component of the total Notional Amount of the Class X-2 Certificates immediately prior to the related Distribution Date, then the applicable Class X-1 Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the greater of (i) the rate per annum corresponding to such Distribution Date as set forth on Schedule A in the Prospectus Supplement and (ii) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates; -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-10 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 o if such particular component consists of a designated portion (but not all) of the Certificate Balance of any class of Principal Balance Certificates, and if such designated portion of such Certificate Balance also constitutes a component of the total Notional Amount of the Class X-2 Certificates immediately prior to the related Distribution Date, then the applicable Class X-1 Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the greater of (i) the rate per annum corresponding to such Distribution Date as set forth on Schedule A in the Prospectus Supplement and (ii) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates; o if such particular component consists of the entire Certificate Balance of any class of Principal Balance Certificates, and if such Certificate Balance does not, in whole or in part, also constitute a component of the total Notional Amount of the Class X-2 Certificates immediately prior to the related Distribution Date, then the applicable Class X-1 Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates; and o if such particular component consists of a designated portion (but not all) of the Certificate Balance of any class of Principal Balance Certificates, and if such designated portion of such Certificate Balance does not also constitute a component of the total Notional Amount of the Class X-2 Certificates immediately prior to the related Distribution Date, then the applicable Class X-1 Strip Rate will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates. Notwithstanding the foregoing, for any Distribution Date occurring after December 2010, the Certificate Balance of each class of Principal Balance Certificates will constitute a single separate component of the total Notional Amount of the Class X-1 Certificates, and the applicable Class X-1 Strip Rate with respect to each such component for each such Distribution Date will equal the excess, if any, of (a) the Weighted Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through Rate for such Distribution Date for such class of Principal Balance Certificates. Under no circumstances will the Class X-1 Strip Rate be less than zero. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-11 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 The Pass-Through Rate applicable to the Class X-2 Certificates for the initial Distribution Date will equal approximately 1.71% per annum. The Pass-Through Rate applicable to the Class X-2 Certificates for each Distribution Date subsequent to the initial Distribution Date and on or before the Distribution Date in December 2010 will equal the weighted average of the respective strip rates (the "Class X-2 Strip Rates") at which interest accrues from time to time on the respective components of the total Notional Amount of the Class X-2 Certificates outstanding immediately prior to the related Distribution Date (weighted on the basis of the respective balances of such components outstanding immediately prior to such Distribution Date). Each of those components will be comprised of all or a designated portion of the Certificate Balance of a specified class of Principal Balance Certificates. If all or a designated portion of the Certificate Balance of any class of Principal Balance Certificates is identified under "--Certificate Balance" in the Prospectus Supplement as being part of the total Notional Amount of the Class X-2 certificates immediately prior to any Distribution Date, then that Certificate Balance (or designated portion thereof) will represent a separate component of the total Notional Amount of the Class X-2 Certificates for purposes of calculating the accrual of interest for the related Distribution Date. For any Distribution Date occurring on or before December 2010, on any particular component of the total Notional Amount of the Class X-2 Certificates immediately prior to the related Distribution Date, the applicable Class X-2 Strip Rate will equal the excess, if any, of: o the lesser of (a) the rate per annum corresponding to such Distribution Date as set forth on Schedule A in the Prospectus Supplement and (b) the Weighted Average Net Mortgage Rate for such Distribution Date, overo o the Pass-Through Rate for such Distribution Date for the class of Principal Balance Certificates whose Certificate Balance, or a designated portion thereof, comprises such component. Under no circumstances will the Class X-2 Strip Rate be less than zero. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-12 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 The Pass-Through Rate applicable to the Class X-Y Certificates for the initial Distribution Date will equal approximately 1.07% per annum. The pass-through rate for the class X-Y certificates will be a variable rate equal to the weighted average from time to time of the various Class X-Y Strip Rates attributable to each of the residential cooperative mortgage loans in the trust fund for which the rate described in clause 1. of the following sentence is greater than the rate described in clause 2. of the following sentence. The class X-Y strip rate for each of those residential cooperative mortgage loans will equal the difference of: 1. the mortgage interest rate in effect for that mortgage loan as of the date of initial issuance of the offered certificates, net of the sum of the annual rates at which the related master servicing fee, including the primary servicing fee, and the trustee fee are calculated, minus 2. 5.55% per annum; provided that, if the subject mortgage loan accrues interest on the basis of the actual number of days elapsed during each one-month interest accrual period in a year assumed to consist of 360 days, then the foregoing differential, will be multiplied by a fraction, expressed as a percentage, the numerator of which is the number of days in the subject interest accrual period, and the denominator of which is 30. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-13 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Yield Any Prepayment Premiums/Yield Maintenance Charges Maintenance/Prepayment collected with respect to a Mortgage Loan during any Premium Allocation: particular Collection Period will be distributed to the holders of each Class of Principal Balance Certificates (other than an excluded class as defined below) then entitled to distributions of principal on such Distribution Date in an amount equal to the lesser of (i) such Prepayment Premium/Yield Maintenance Charge and (ii) the Prepayment Premium/Yield Maintenance Charge multiplied by the product of (a) a fraction, the numerator of which is equal to the amount of principal distributed to the holders of that Class on the Distribution Date, and the denominator of which is the total principal distributed on that Distribution Date, and (b) a fraction not greater than one, the numerator of which is equal to the excess, if any, of the Pass-Through Rate applicable to that Class, over the relevant Discount Rate (as defined in the Prospectus Supplement), and the denominator of which is equal to the excess, if any, of the Mortgage Rate of the Mortgage Loan that prepaid, over the relevant Discount Rate. The portion, if any, of the Prepayment Premium/Yield Maintenance Charge remaining after such payments to the holders of the Principal Balance Certificates will be distributed to the holders of the Class X-1 Certificates and Class X-2 Certificates based on an [ ] ratio through and including the Distribution Date in December 2006. After the Distribution Date in December 2006 all Prepayment Premium/Yield Maintenance charges remaining after such payments to the holders of the Principal Balance Certificates will be distributed to the Class X-1 Certificates. For the purposes of the foregoing, the Class H Certificates and below are the excluded classes. Notwithstanding the previous two paragraphs, regarding the prepayment of loans contributing to the notional balance of the class X-Y Certificates, the Class X-Y Certificates will receive the portion of Yield Maintenance attributable to the specific Class X-Y Strip rate applicable to the prepaid loan. In addition, the Class X-Y Certificates will receive 50% of all Prepayment Premiums (i.e. Penalty Points) collected with respect to the aforementioned loans. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-14 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 The following is an example of the Prepayment Premium Allocation under (b) above based on the information contained herein and the following assumptions: Two Classes of Certificates: Class A-1 and X The characteristics of the Mortgage Loan being prepaid are as follows: - Loan Balance: $10,000,000 - Mortgage Rate: 6.00% - Maturity Date: 5 years (December 1, 2007) The Discount Rate is equal to 3.18% The Class A-1 Pass-Through Rate is equal to 3.48% and Class A-2 Pass-Through Rate is equal to 4.39% Class A Certificates
CLASS A CERTIFICATES ------------------------------------------------------------------------------------------------------------------ YIELD MAINTENANCE METHOD FRACTION ALLOCATION ------------------------------------------------------------ ------------------------------ ----------------- CLASS A-1 CLASS A-1 ------------------------------ ----------------- (Class A-1 Pass Through Rate - Discount Rate) (3.48%-3.18%) [58%] X -------------------------------------------------- [58%] X --------------------- 6.17% (Mortgage Rate - Discount Rate) (6.00%-3.18%) CLASS A-2 CLASS A-2 ------------------------------ ----------------- (Class A-2 Pass Through Rate - Discount Rate) (4.39%-3.18%) [42%] X ------------------------------------------------- [42%] X --------------------- 18.02% (Mortgage Rate - Discount Rate) (6.00%-3.18%) CLASS X CERTIFICATES ------------------------------------------------------------------------------------------------------------------ YIELD MAINTENANCE METHOD FRACTION ALLOCATION -------------------------------------------------------------- ------------------------------ ----------------- [1] - [Class A-1 YM Allocation + Class A-2 YM Allocation] [1-(6.17% + 18.02%)] 75.81%
-------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-15 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 III. Sellers Morgan Stanley Dean Witter Mortgage Capital Inc. ("MSDWMC") ------- ----------------------------------------------------------- The Mortgage Pool includes 6 Mortgage Loans, representing 22.0% of the Initial Pool Balance, that were originated by or on behalf of MSDWMC or purchased from a third party. MSDWMC is a subsidiary of Morgan Stanley & Co. Incorporated and was formed to originate and purchase mortgage loans secured by commercial and multifamily real estate. The Union Central Life Insurance Company ("UCL") ------------------------------------------------ The Mortgage Pool includes 131 Mortgage Loans, representing 20.5% of the Initial Pool Balance, that were originated by UCL. Founded in 1867 in Cincinnati, Ohio, The Union Central Life Insurance Company ("UCL") was the first domestic life insurance company licensed in the state of Ohio. UCL has become one of the 15 largest mutual insurance companies in the nation with over $5.5 billion in assets and licenses to conduct business in all 50 states and the District of Columbia. UCL wholly owns Summit Investment Partners, Inc. ("Summit"), the primary servicer for the UCL loans. The prinicipal offices of UCL and Summit are located at 1876 Waycross Road, P.O. Box 40888, Cincinnati, Ohio 45240. The phone number for UCL and Summit is (800) 825-1551. Prudential Mortgage Capital Funding, LLC("Prudential") ------------------------------------------------------ The Mortgage Pool includes 19 Mortgage Loans, representing 18.9% of the Initial Pool Balance, that were originated by or on behalf of Prudential or purchased from a third party. Prudential Mortgage Capital Funding, LLC is a limited liability company organized under the laws of the State of Delaware. Prudential Mortgage Capital Funding, LLC is a wholly owned, limited purpose, subsidiary of Prudential Mortgage Capital Company, LLC. Prudential Mortgage Capital Company, LLC is a real estate financial services company which originates commercial and multifamily real estate loans throughout the United States. Prudential Mortgage Capital Funding, LLC was organized for the purpose of acquiring loans originated by Prudential Mortgage Capital Company, LLC and holding them pending securitization or other disposition. Prudential Mortgage Capital Company, LLC has primary offices in Atlanta, Chicago, San Francisco and Newark. The principal offices of Prudential Mortgage Capital Company, LLC are located at 4 Gateway Center, 8th Floor, 100 Mulberry Street, Newark, New Jersey 07102. The pooled mortgage loans for which Prudential Mortgage Capital Funding, LLC is the applicable mortgage loan seller were originated by Prudential Mortgage Capital Company, LLC (or a wholly-owned subsidiary of Prudential Mortgage Capital Company, LLC) or, in one case, acquired by Prudential Mortgage Capital Funding, LLC from a third party. National Consumer Cooperative Bank ("NCB") ------------------------------------------ The Mortgage Pool includes 50 Mortgage Loans, representing 14.1% of the Initial Pool Balance, that were originated by or on behalf of NCB, NCB, FSB or purchased from a third party. National Consumer Cooperative Bank was chartered by an act of Congress in 1978 for the purpose of providing loans and other financial services to cooperatively owned and organized entities throughout the United States. By Congressional amendments in 1981, NCB was converted to a private institution owned by its member cooperative customers, including certain of the borrowers. It is one of the special servicers and wholly owns NCB, FSB, one of the master servicers and one of the mortgage loan sellers. National Consumer Cooperative Bank and its affiliates have originated over $3.5 billion in commercial and multifamily loans and securitized over $2.0 billion of such originations. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-16 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 NCB, FSB -------- NCB, FSB is a federal savings bank chartered by the Office of Thrift Supervision of the U.S. Department of the Treasury. It is one of the master servicers and is a wholly owned subsidiary of National Consumer Cooperative Bank, one of the special servicers and one of the mortgage loan sellers. NCB, FSB maintains an office at 1725 Eye Street, N.W., Washington, D.C. 20006. Principal Commercial Funding, LLC ("Principal") ----------------------------------------------- The Mortgage Pool includes 19 Mortgage Loans, representing 12.9% of the Initial Pool Balance, that were originated by or on behalf of Principal. Principal Commercial Funding, LLC is a wholly owned subsidiary of Principal Global Investors, LLC, formerly known as Principal Capital Management, LLC which is a wholly owned subsidiary of Principal Life Insurance Company. Principal Commercial Funding, LLC was formed as a Delaware limited liability company to originate and acquire loans secured by commercial and multifamily real estate. Each of the Principal Commercial Funding, LLC loans was originated and underwritten by Principal Commercial Funding, LLC and/or its affiliates. The offices of Principal Commercial Funding, LLC are located at 801 Grand Avenue, Des Moines, Iowa 50392. Principal Commercial Funding, LLC's phone number is (515) 248-3944. Teachers Insurance and Annuity Association of America ("TIAA") ----------------------------------------------------- The Mortgage Pool includes 6 Mortgage Loans, representing 6.5% of the Initial Pool Balance, that are being contributed by TIAA. TIAA is a non-profit legal reserve life insurance and annuity company organized under the laws of the State of New York. Based on assets under management as of December 31, 2002, TIAA is the third largest life insurance company in the United States on an individual basis, based on information from A.M. Best Company. TIAA is the major provider of retirement and insurance benefits for the employees of non-profit educational and research organizations. The TIAA mortgage loans in this transaction were acquired by TIAA from Lend Lease Mortgage Capital, L.P. ("LLMC") pursuant to a program under which LLMC originated loans after performing underwriting and other services under predefined procedures approved by TIAA. The mortgage loans were closed by LLMC and simultaneously assigned to and purchased by TIAA. TIAA's financial strength is rated "Aaa" by Moody's and "AAA" by S&P, "AAA" by Fitch and "A++" by A.M. Best Company. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-17 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Nationwide Life Insurance Company ("Nationwide") ------------------------------------------------ The Mortgage Pool includes 8 Mortgage Loans, representing 5.0% of the Initial Pool Balance, that were originated by or on behalf of Nationwide. Nationwide Life Insurance Company ("Nationwide Life") is a wholly owned subsidiary of Nationwide Financial Services, Inc., which is a majority owned member of the Nationwide group of insurance and financial services companies ("Nationwide"). Together with its subsidiaries, including Nationwide Life and Annuity Insurance Company, Nationwide Life develops and sells a diverse range of products including individual annuities, private and public sector pension plans and life insurance. Nationwide is a Fortune 500 organization with assets of approximately $116 billion (unaudited) as of September 30, 2002. Nationwide Life has financial strength ratings from A.M. Best "A+," Moody's "Aa3," and S&P "AA-." The Real Estate Investment Department originated all of the Nationwide Life mortgage loans in this transaction and currently manages over $9.6 billion of mortgage loans for Nationwide Life, its affiliates, and third party participants. Nationwide Life's headquarters are in Columbus, Ohio, where the company was founded in 1929. Nationwide's main telephone number is (614) 249-7111. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-18 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 IV. Collateral Description ---------------------- TEN LARGEST LOANS -----------------
---------------------------------------------------------------------------------------------------------------------------------- Mortgage Loan Cut-off % of Pool No. Seller Property Name City State Property Type Date Balance ---------------------------------------------------------------------------------------------------------------------------------- 1 MSDWMC 77 P Street Office Washington DC Office $67,000,000 7.4% 2 MSDWMC One Seaport Plaza New York NY Office $64,754,839 7.1% 3 Prudential The Richards Building Cambridge MA Office $32,944,519 3.6% 4 MSDWMC Tulsa Distribution Center Tulsa OK Industrial $29,905,326 3.3% 5 MSDWMC Northwestern Corporate Center Southfield MI Office $28,858,727 3.2% 6 Principal 125 Delawanna Avenue Clifton NJ Industrial $19,910,528 2.2% 7 Principal 2731 San Tomas Expressway Santa Clara CA Office $19,367,932 2.1% 8 Prudential Evergreen Plaza Staten Island NY Retail $18,281,747 2.0% 9 TIAA Plantation Villa Apartments Frisco TX Multifamily $17,325,000 1.9% 10 Prudential Riverland Woods Apartments Charleston SC Multifamily $17,204,441 1.9% Totals/Weighted Averages $315,553,060
TABLE (CONTINUED) -------------------------------------------------------------------------------- Cut-off Units/ Loan per Date Balloon Mortgage Loan SF Unit/SF DSCR LTV LTV No. Seller -------------------------------------------------------------------------------- 1 MSDWMC 341,701 $196 1.43x 69.8% 59.5% 2 MSDWMC 1,097,668 $172 1.65x 65.3% 58.1% 3 Prudential 126,065 $261 1.45x 74.5% 64.1% 4 MSDWMC 757,784 $39 1.84x 58.6% 52.0% 5 MSDWMC 250,322 $115 1.25x 75.9% 68.0% 6 Principal 361,120 $55 1.46x 74.3% 65.1% 7 Principal 125,000 $155 2.07x 51.0% 40.2% 8 Prudential 85,953 $213 1.50x 74.6% 63.4% 9 TIAA 347 $49,928 1.67x 73.7% 69.1% 10 Prudential 288 $59,738 1.37x 79.4% 68.3% Totals/Weighted Averages 1.55x 69.0% 60.2% -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-19 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 Cut-off Date Balance ($) --------------------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool --------------------------------------------------------------------------- 1 - 2,500,000 162 207,447,132 22.8 2,500,001 - 5,000,000 32 107,083,854 11.8 5,000,001 - 7,500,000 17 102,116,652 11.2 7,500,001 - 10,000,000 13 114,036,387 12.5 10,000,001 - 12,500,000 2 22,096,690 2.4 12,500,001 - 15,000,000 2 26,123,895 2.9 15,000,001 - 17,500,000 3 49,714,047 5.5 17,500,001 - 20,000,000 3 57,560,208 6.3 20,000,001 - 30,000,000 2 58,764,054 6.5 30,000,001 - 40,000,000 1 32,944,519 3.6 60,000,001 - 70,000,000 2 131,754,839 14.5 --------------------------------------------------------------------------- Total: 239 $909,642,278 100.0% --------------------------------------------------------------------------- Min: $123,335 Max: $67,000,000 Average: $3,806,035 --------------------------------------------------------------------------- Mortgage Rate (%) ------------------------------------------------------------------------ No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool ------------------------------------------------------------------------ 5.501 - 6.000 10 63,457,513 7.0 6.001 - 6.500 32 262,194,512 28.8 6.501 - 7.000 41 164,600,776 18.1 7.001 - 7.500 82 204,560,192 22.5 7.501 - 8.000 44 164,497,328 18.1 8.001 - 8.500 18 27,366,599 3.0 8.501 - 9.000 9 20,494,632 2.3 9.001 - 9.500 2 1,737,153 0.2 9.501 - 10.000 1 733,574 0.1 ------------------------------------------------------------------------ Total: 239 $909,642,278 100.0% ------------------------------------------------------------------------ Min: 5.550% Max: 10.000% Wtd Avg: 6.953% ------------------------------------------------------------------------ Cut-off Date Loan-to-Value Ratio (%) ---------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool ---------------------------------------------------------------- 0.1 - 10.0 22 33,926,072 3.7 10.1 - 20.0 19 49,380,573 5.4 20.1 - 30.0 12 19,634,062 2.2 30.1 - 40.0 19 38,115,986 4.2 40.1 - 50.0 23 29,266,964 3.2 50.1 - 55.0 22 75,065,832 8.3 55.1 - 60.0 23 78,025,914 8.6 60.1 - 65.0 29 57,106,004 6.3 65.1 - 70.0 29 190,266,458 20.9 70.1 - 75.0 29 227,025,824 25.0 75.1 - 80.0 10 97,081,068 10.7 80.1 - 85.0 2 14,747,520 1.6 ---------------------------------------------------------------- Total: 239 $909,642,278 100.0% ---------------------------------------------------------------- Min: 0.7% Max: 81.9% Wtd Avg: 59.8% ---------------------------------------------------------------- State -------------------------------------------------------------------------- No. of Aggregate Mortgaged Cut-off Date % of Properties Balance ($) Pool -------------------------------------------------------------------------- New York 45 193,550,536 21.3 California 38 133,062,960 14.6 District of Columbia 4 70,176,777 7.7 Texas 22 57,093,964 6.3 Massachusetts 4 43,062,582 4.7 Michigan 11 38,228,364 4.2 Washington 5 33,541,283 3.7 Florida 12 29,983,697 3.3 Maryland 5 29,938,871 3.3 Oklahoma 1 29,905,326 3.3 Other 101 251,097,919 27.6 -------------------------------------------------------------------------- Total: 248 $909,642,278 100.0% -------------------------------------------------------------------------- Original Term to Stated Maturity (mos) ------------------------------------------------------------------------ No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool ------------------------------------------------------------------------ 1 - 60 2 17,297,765 1.9 61 - 120 108 671,263,809 73.8 121 - 180 59 103,608,128 11.4 181 - 240 60 101,489,841 11.2 241 - 300 8 14,245,582 1.6 301 - 360 2 1,737,153 0.2 ------------------------------------------------------------------------ Total: 239 $909,642,278 100.0% ------------------------------------------------------------------------ Min: 60 Max: 302 Wtd Avg: 138 ------------------------------------------------------------------------ Balloon Loan-to-Value Ratio (%) ---------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool ---------------------------------------------------------------- = 0 7 9,110,545 1.0 0.1 - 30.0 165 278,821,227 30.7 30.1 - 40.0 7 31,186,259 3.4 40.1 - 50.0 14 68,050,964 7.5 50.1 - 60.0 18 218,424,073 24.0 60.1 - 70.0 26 284,318,276 31.3 70.1 - 80.0 2 19,730,933 2.2 ---------------------------------------------------------------- Total: 239 $909,642,278 100.0% ---------------------------------------------------------------- Min: 0.0% Max: 71.1% Wtd Avg: 41.4% ---------------------------------------------------------------- Property Type -------------------------------------------------------------------------- No. of Aggregate Mortgaged Cut-off Date % of Properties Balance ($) Pool -------------------------------------------------------------------------- Office 48 311,398,962 34.2 Retail 67 215,702,864 23.7 Industrial 57 170,635,427 18.8 Multifamily 30 103,973,620 11.4 Cooperative 41 87,981,643 9.7 Hotel 1 7,919,179 0.9 Mixed Use 3 6,688,337 0.7 Self Storage 1 5,342,244 0.6 -------------------------------------------------------------------------- Total: 248 $909,642,278 100.0% -------------------------------------------------------------------------- Remaining Term to Stated Maturity (mos) ------------------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool ------------------------------------------------------------------------- 1 - 60 4 19,392,646 2.1 61 - 120 118 695,803,093 76.5 121 - 180 66 104,839,201 11.5 181 - 240 51 89,607,338 9.9 ------------------------------------------------------------------------- Total: 239 $909,642,278 100.0% ------------------------------------------------------------------------- Min: 32 Max: 238 Wtd Avg: 125 ------------------------------------------------------------------------- Debt Service Coverage Ratio (x) --------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool --------------------------------------------------------------- 0.01 - 1.00 2 3,574,997 0.4 1.01 - 1.15 27 43,059,711 4.7 1.16 - 1.25 45 110,688,564 12.2 1.26 - 1.35 31 102,409,613 11.3 1.36 - 1.50 31 262,573,616 28.9 1.51 - 1.75 33 168,796,619 18.6 1.76 - 2.00 10 64,288,942 7.1 2.01 >= 60 154,250,216 17.0 --------------------------------------------------------------- Total: 239 $909,642,278 100.0% --------------------------------------------------------------- Min: 1.00x Max: 136.00x Wtd Avg: 2.37x --------------------------------------------------------------- Remaining Amortization Term (mos) ------------------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool ------------------------------------------------------------------------- IO 8 25,850,000 2.8 1 - 120 17 25,975,513 2.9 121 - 180 64 88,038,459 9.7 181 - 240 63 116,483,767 12.8 241 - 360 76 629,060,819 69.2 361 >= 11 24,233,720 2.7 ------------------------------------------------------------------------- Total: 239 $909,642,278 100.0% ------------------------------------------------------------------------- Min: 32 Max: 713 Wtd Avg: 307 ------------------------------------------------------------------------- Debt Service Coverage Ratio at 8% constant (x) --------------------------------------------------------------- No. of Aggregate Mortgage Cut-off Date % of Loans Balance ($) Pool --------------------------------------------------------------- 1.01 - 1.15 1 7,959,685 0.9 1.26 - 1.35 15 250,584,277 27.5 1.36 - 1.50 31 159,660,421 17.6 1.51 - 1.75 55 205,623,735 22.6 1.76 - 2.00 35 79,794,168 8.8 2.01 >= 102 206,019,991 22.6 --------------------------------------------------------------- Total: 239 $909,642,278 100.0% --------------------------------------------------------------- Min: 1.15x Max: 119.34x Wtd Avg: 2.43x --------------------------------------------------------------- All numerical information concerning the Mortgage Loans is approximate. All weighted average information regarding the Mortgage Loans reflects the weighting of the Mortgage Loans based upon their outstanding principal balances as of the Cut-off Date. -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-20 $834,596,000 (Approximate) Morgan Stanley Dean Witter Capital I Inc. Commercial Mortgage Pass-Through Certificates Series 2002-IQ3 PREPAYMENT RESTRICTION ANALYSIS PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%)(1) (2)
Prepayment Restrictions Dec-02 Dec-03 Dec-04 Dec-05 Dec-06 Dec-07 ------------------------------------------------------------------------------------------------------------ Locked Out 76.97% 77.56% 73.53% 72.32% 71.16% 70.37% Greater of YM and 1%: 22.90% 22.31% 26.34% 27.56% 28.73% 29.52% Yield Maintenance 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% Penalty Points: 8.00% and Greater 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 6.00% to 7.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 4.00% to 5.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 2.00% to 3.99% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% to 1.99% 0.14% 0.13% 0.13% 0.12% 0.12% 0.11% Penalty Points Total 0.14% 0.13% 0.13% 0.12% 0.12% 0.11% Open 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Pool Balance Outstanding $909,642,278 $892,671,550 $874,417,903 $853,637,512 $832,652,805 $794,187,344 % Initial Pool Balance 100.00% 98.13% 96.13% 93.84% 91.54% 87.31%
TABLE (CONTINUED) Prepayment Restrictions Dec-08 Dec-09 Dec-10 ------------------------------------------------------------------- Locked Out 71.38% 72.86% 72.43% Greater of YM and 1%: 28.51% 26.00% 24.54% Yield Maintenance 0.00% 1.04% 1.05% Penalty Points: 8.00% and Greater 0.00% 0.00% 0.00% 6.00% to 7.99% 0.00% 0.00% 0.00% 4.00% to 5.99% 0.00% 0.00% 0.26% 2.00% to 3.99% 0.00% 0.00% 0.67% 0.00% to 1.99% 0.11% 0.10% 0.58% Penalty Points Total 0.11% 0.10% 1.51% Open 0.00% 0.00% 0.47% TOTALS 100.00% 100.00% 100.00% Pool Balance Outstanding $769,676,596 $715,754,554 $684,429,107 % Initial Pool Balance 84.61% 78.69% 75.24% PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (CONT'D) (%)(1) (2)
Prepayment Restrictions Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 ------------------------------------------------------------------------------------------------------ Locked Out 64.58% 16.00% 3.73% 4.21% 4.35% 4.45% Greater of YM and 1%: 21.47% 78.46% 89.24% 87.20% 86.65% 85.30% Yield Maintenance 1.10% 0.00% 0.00% 0.00% 0.00% 0.00% Penalty Points: 8.00% and Greater 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 6.00% to 7.99% 0.59% 3.85% 4.85% 0.00% 0.00% 0.00% 4.00% to 5.99% 0.26% 1.69% 0.00% 5.68% 6.19% 6.89% 2.00% to 3.99% 1.19% 0.00% 2.14% 2.52% 2.78% 3.14% 0.00% to 1.99% 1.66% 0.46% 0.45% 0.32% 0.00% 0.00% Penalty Points Total 3.70% 6.00% 7.44% 8.52% 8.97% 10.03% Open 9.24% 0.00% 0.04% 0.39% 0.03% 0.22% TOTALS 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% Pool Balance Outstanding $634,747,693 $89,154,095 $64,278,250 $48,870,797 $38,833,459 $29,056,640 % Initial Pool Balance 69.78% 9.80% 7.07% 5.37% 4.27% 3.19%
TABLE (CONTINUED) Prepayment Restrictions Dec-17 Dec-18 Dec-19 ---------------------------------------------------------------- Locked Out 4.66% 6.02% 8.28% Greater of YM and 1%: 84.43% 79.98% 79.11% Yield Maintenance 0.00% 0.00% 0.00% Penalty Points: 8.00% and Greater 0.00% 0.00% 0.00% 6.00% to 7.99% 0.00% 0.00% 0.00% 4.00% to 5.99% 7.44% 0.00% 0.00% 2.00% to 3.99% 0.00% 8.06% 7.48% 0.00% to 1.99% 3.47% 3.96% 4.22% Penalty Points Total 10.91% 12.02% 11.69% Open 0.00% 1.98% 0.92% TOTALS 100.00% 100.00% 100.00% Pool Balance Outstanding $21,057,362 $13,553,873 $7,735,190 % Initial Pool Balance 2.31% 1.49% 0.85% Notes: (1) The above analysis is based on the Structuring Assumptions and a 0% CPR as discussed in the Prospectus Supplement. (2) See Appendix II of the Prospectus Supplement for a description of the Yield Maintenance -------------------------------------------------------------------------------- This information is being delivered to a specific number of prospective sophisticated investors in order to assist them in determining whether they have an interest in the type of security described herein. It has been prepared solely for information purposes and is not an offer to buy or sell or a solicitation of an offer to buy or sell any security or instrument or to participate in any trading strategy. No representation or warranty can be given with respect to the accuracy or completeness of the information, or with respect to the terms of any future offer of securities conforming to the terms hereof. Any such offer of securities would be made pursuant to a definitive Prospectus or Private Placement Memorandum, as the case may be, prepared by the issuer which could contain material information not contained herein and to which the prospective purchasers are referred. In the event of any such offering, this information shall be deemed superseded, amended and supplemented in its entirety by such Prospectus or Private Placement Memorandum. Such Prospectus or Private Placement Memorandum will contain all material information in respect of any securities offered thereby and any decision to invest in such securities should be made solely in reliance upon such Prospectus or Private Placement Memorandum. Certain assumptions may have been made in this analysis which have resulted in any returns detailed herein. No representation is made that any returns indicated will be achieved. Changes to the assumptions may have a material impact on any returns detailed. Morgan Stanley & Co. Incorporated, Merrill Lynch & Co. and [ ] (the "Underwriters") disclaim any and all liability relating to this information, including without limitation any express or implied representations and warranties for, statements contained in, and omissions from, this information. Additional information is available upon request. The Underwriters and others associated with them may have positions in, and may effect transactions in, securities and instruments of issuers mentioned herein and may also perform or seek to perform investment banking services for the issuers of such securities and instruments. Past performance is not necessarily indicative of future results. Price and availability are subject to change without notice. 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. To Morgan Stanley's readers worldwide: In addition, please note that this publication has been issued by Morgan Stanley & Co. Incorporated, approved by Morgan Stanley International Limited, a member of The Securities and Futures Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan Stanley International or Morgan Stanley Japan Ltd. representative about the investments concerned. NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES AND FUTURES AUTHORITY -------------------------------------------------------------------------------- T-21