Information Management Network

COMMERCIAL REAL ESTATE FINANCE & SECURITIZATION
January 10-14, 1999
The Registry Resort & Spa 475 Seagate Drive Naples, Florida 33940
Tel: 941-597-3232 Fax: 941-597-3147

PRE-FORUM INVESTOR WORKSHOP - SUNDAY, JANUARY 10, 1999

MORTGAGE ANALYTICS, OAS, MODELING & RELATIVE VALUE ANALYSIS
Note: There is no additional charge for attending this workshop when registering for CMBS.

11:45-4:30

Early Registration (Investor Workshop & Forum)

12:30

CHAIRPERSON'S WELCOME & OPENING REMARKS

Mark Lebowitz, Vice President, PAINEWEBBER COMMERCIAL REAL ESTATE SECURITIES, INC.

12:45

KEY CONSIDERATIONS IN CHOOSING THIRD-PARTY MODELING SERVICES

What is the model being used for?

Structuring or reversing and analyzing a deal

What kind of analytics are you trying to run?
Can you do more than price-yield tables? Can you easily combine multiple tranches from other deals so that you can look at it as a portfolio?

Bernard Lin, Vice President, THE CAPITAL COMPANY OF AMERICA

1:15

MORTGAGE ANALYSIS AND OPTION-ADJUSTED SPREAD ANALYSIS

Frank J. Fabozzi, Ph.D., CFA, The School of Management, YALE UNIVERSITY

1:45

UNDERSTANDING AND EVALUATING PREPAYMENTS AND YIELD MAINTENANCE

As loans age and lockout periods approach expiration, it is important for investors to better understand the impact of yield maintenance charges on the bonds they hold. While the distribution methodology has recently become more standardized, there are significant differences among seasoned CMBS issues.

What exactly is yield maintenance?
Understanding the intricacies of calculating yield maintenance charges
Evaluating the distribution methodology over the last two years
Evaluating the impact to the bondholder

DEFAULTS: WHAT AAA BONDHOLDERS NEED TO KNOW
Many AAA buyers overlook the impact of loan defaults, and focus instead on prepayments and extensions. Since defaults are really "disguised prepayments" which shorten average lives, their impact must be considered.

Why are defaults viewed as a form of prepayment?
How recoveries are distributed to bondholders
The impact of loss severity

Dan Gottlieb, Assistant Vice President, THE TREPP GROUP
Jim Savitsky, Vice President, THE TREPP GROUP

2:30

SYSTEMS FOR REVERSE-ENGINEERING AND ANALYZING "B" PIECES: WHAT IS THE CURRENT STATE OF "STATE OF THE ART" TECHNOLOGY?

In the wake of the recent developments in the CMBS market, the need for rigorous cashflow modeling of not only the loans but also the underlying properties has never been more apparent. This presentation will allow "B" -piece buyers to learn more about the CMBS industry's most advanced systems for deal modeling and analysis. Topics include:

Databases vs. reverse engineering tools
Deal modeling: drilling down to the property level
Shocking the model: prepayment modeling, default modeling, stochastic NOI

Jeffrey Foley, Director of Marketing, WALL STREET ANALYTICS, INC.

3:00

Refreshments Courtesy Of: INTEX

3:15

CREDIT ANALYSIS

This session presents an overview of credit analysis for CMBS. This presentation will cover the use of real estate information and forecasting of commercial mortgage loan prepayments, defaults and extension behavior.
Harold J.A. Haig, President, CHARTER RESEARCH CORP.

3:45

PREPAYMENT AND DEFAULT TIMING AND THE IMPACT ON BOND VALUATION: A DYNAMIC ANALYSIS

Coordination of loan call protection and structure default risk by property type and structure
Are insurance company portfolios really trading at 20% CPR?
What will prepay speed do to valuation as the CMBS supply goes into the yield maintenance period?

James X. Callahan, Executive Director, THE PENTALPHA CAPITAL GROUP, LLC.

4:30

Investor Workshop Concludes Networking Cocktail Reception Begins

*DAY ONE: MONDAY, JANUARY 11, 1999*
7:00	Registration...Continental Breakfast
8:00	CO-CHAIRPERSONS' OPENING REMARKS
.	Jerry Pietroforte, Senior Manager, DELOITTE & TOUCHE LLP Louis Colosimo, Managing Director, MORGAN STANLEY DEAN WITTER Robert Cestari, Director, CMBS, Trading, and Greg Murphy, Managing Director, CMBS Trading, NOMURA SECURITIES INTERNATIONAL
8:15	SPECIAL INTRODUCTORY PLENARY SESSION: WHAT HAS HAPPENED TO THE CMBS MARKET & WHERE IS IT HEADED IN 1999?
.	How has the turmoil in the stock and bond markets overseas and in the U.S. impacted all grades of CMBS? Are there early signs of stabilization? If so, what happens in ' 99? New issuance, yield, spreads... Current deal structuring Who are the "B" piece buyers? How will deals be different in " 99? *Session Facilitator:* Dennis Yeskey, Managing Director-Real Estate Services, DELOITTE & TOUCHE LLP *Panelists:* Jim Thompson, CEO & Co-Chairman, BANC ONE MORTGAGE CAPITAL MARKETS Robert Brennan, Managing Director, DONALDSON, LUFKIN & JENRETTE Mark Kogan, Managing Director, GOLDMAN, SACHS & CO. Brian Baker, Vice President, J.P. MORGAN Michael M. Mazzei, Managing Director & Head of Commercial Mortgage Trading, LEHMAN BROTHERS Louis Colosimo, Managing Director, MORGAN STANLEY DEAN WITTER Ronald Di Pasquale, Managing Director, NOMURA SECURITIES INTERNATIONAL John A. Taylor, Managing Director, PAINEWEBBER COMMERCIAL REAL ESTATE SECURITIES, INC.
9:45	FOLLOWING THE MONEY TRAIL: A LOOK AT CAPITAL FLOWS IN THE REAL ESTATE MARKET
.	Defining real estate investments How are institutions managing REIT, CMBS and whole loan investments in light of recent market developments? Re-thinking real estate asset allocation Where are opportunity funds finding value? *Session Facilitator:* David P. Jacob, Managing Director, THE CAPITAL COMPANY OF AMERICA *Panelists:* Greg White, Senior Vice President, CONNING ASSET MANAGEMENT James D. Vincent, Managing Director, GE CAPITAL REAL ESTATE Jun Han, Managing Director of Research, JOHN HANCOCK REAL ESTATE SERVICES Yale Stark, Specialty Market Analyst, RANIERI & CO. Kevin Riordan, Group Leader / Managing Director, TEACHERS INSURANCE & ANNUITY ASSOCIATION (TIAA-CREF)
10:45	Refreshments Courtesy Of: INTEX

*Choose from three concurrent sessions*
Track A: Total Return & Relative Value Analysis
Track B: The Capital Market's Influence On Commercial Real Estate And The Infrastructure Evolution
Track C: Commercial Real Estate Finance & Origination
11:00A CMBS: THE NEW FIXED-INCOME BENCHMARK? What role does CMBS play in a fixed-income portfolio? Within CMBS, which classes offer the best value for a fixed-income investor? How does CMBS perform relative to ABS, Corporates, High-Yield and CMOs? How does CMBS compare in terms of liquidity? How can it be improved? How well / poorly did CMBS perform in the volatile September and October 1998 markets? What changes should we expect as a result of this experience? What does 1999 hold for CMBS and other asset classes in terms of supply? Predictions: where will CMBS be in six months? *Session Facilitator:* Ryan Marshall, Principal, MORGAN STANLEY DEAN WITTER *Panelists:* Michael Fara, Quantitative Director, CHASE ASSET MANAGEMENT Michael Buttner, Director, FIRST UNION CAPITAL MARKETS Patrick Murphy, Assistant Vice President, THE HARTFORD INVESTMENT MANAGEMENT CO. Brad Davidoff, Department Head of Mortgage-and Asset-Backed Trading, HYPO VEREINS BANK Jim Daugherty, Vice President, J.P. MORGAN INVESTMENT MANAGEMENT David Moore, Vice President, LINCOLN INVESTMENT MANAGEMENT COMPANY Eileen Corcoran, Portfolio Manager, LOEWS CORPORATION Steve Kern, Analyst, STATE STREET RESEARCH & MANAGEMENT
11:00B A LOOK AT CMBS MARKET DYNAMICS: AN INVESTOR PERSPECTIVE This panel will analyze CMBS industry characteristics, infrastructure, strengths, constraints and a review of supply and demand factors. How are investors establishing a framework for determining bond prices in this marketplace? Which benchmarks are investors using? Reconciling differences in opinion about what represents value and the right price to pay for that perceived value *Session Facilitator:* Patrick Corcoran, Ph.D., Vice President, J.P. MORGAN *Panelists:* Marshall L. Glick, Vice President, ALLIANCE CAPITAL MANAGEMENT LP Michael Moran, Portfolio Manager, ALLSTATE INSURANCE COMPANY Bruce Martin, Senior Investment Officer, JOHN HANCOCK BONDS & CORPORATE FINANCE Michael R. Buchholz, Director-CMBS, NORTHWESTERN MUTUAL LIFE INSURANCE Laura Quigg, Senior Portfolio Manager, SANFORD C. BERNSTEIN COMPANY, INC.
11:00C ARE THE CONDUITS COMING BACK FOR MORE? How will conduits compete in 1999? Who will be the survivors...Who are the competitors? What changes have to be made to maintain profitability? What will happen to portfolio lenders? How important are balance sheets in 1999 and beyond? Are underwriting standards being maintained in a highly competitive market? Are they consistent? *Session Facilitator:* Kieran P. Quinn, President & Chief Operating Officer, COLUMN FINANCIAL, INC. *Panelists:* Jim Reichek, Senior Managing Director, BEAR, STEARNS & CO. John Zizzo, Partner, CADWALADER WICKERSHAM & TAFT Perry Gershon, Managing Director, THE CAPITAL COMPANY OF AMERICA Susan Merrick, Senior Director, FITCH IBCA, INC. Daniel Smith, Senior Director, GE CAPITAL ACCESS Spencer Young, Vice President, MORGAN STANLEY DEAN WITTER Margie Custis, Assistant Director, THE PRINCIPAL FINANCIAL GROUP Clay Lehbar, President, PRUDENTIAL MORTGAGE CAPITAL COMPANY Boyd Johnson, Senior Vice President, WACHOVIA

12:00

Luncheon Courtesy Of: MIDLAND LOAN SERVICES, INC. & IMN

Luncheon Keynote Speaker:
Stacey M. Berger, Executive Vice President, MIDLAND LOAN SERVICES, INC.
President Elect, COMMERCIAL REAL ESTATE SECONDARY MARKET ASSOCIATION (CSSA)

Stacey M. Berger is Executive Vice President of Midland Loan Services, Inc., a fully integrated commercial real estate financial services company with a current servicing portfolio in excess of $40 billion. Midland, a wholly-owned subsidiary of PNC Bank Corp., originates, securitizes and services commercial real estate loans. It is the largest servicer of commercial mortgage-backed security transactions and is also a leading conduit lender and special servicer. Mr. Berger has been with Midland since its formation in 1990, and holds responsibility for business development, corporate marketing and strategic planning activities.

Prior to joining Midland, Mr. Berger was responsible for the real estate asset management and investment advisory services for a subsidiary of Landmark Land Company, Inc.. Mr. Berger received a BA degree in Economics and an MBA Degree from Tulane University. Mr. Berger is on the Board Of Directors of the Multifamily Housing Institute and the National Realty Committee.

1:15A
MEZZANINE CMBS: ANALYZING THE MIDDLE PART OF THE CREDIT CURVE FROM SINGLE "A"S TO DOUBLE "B"S

Mezzanine CMBS spreads have suffered significantly as buying sponsorship has dried up
What's the right way to evaluate the credit risk and relative value of this part of the credit curve?
Is the sector mis-priced or mis-rated?
Who are the natural buyers? Leveraged or un-leveraged?

Session Facilitator:
Robert Brennan, Managing Director, DONALDSON, LUFKIN & JENRETTE

Panelists:
Reggie Leese, Vice President, CITIZENS BANK
Susan Merrick, Senior Director, FITCH IBCA, INC.
Patrick Murphy, Assistant Vice President, THE HARTFORD INVESTMENT MANAGEMENT CO.
Tom Kelley, Managing Director, MASSACHUSETTS MUTUAL LIFE INSURANCE CO.
Kent Born, Managing Director, PPM AMERICA
Jim Fitzpatrick, Managing Director, TEACHERS INSURANCE & ANNUITY ASSOCIATION (TIAA-CREF)

1:15B
CREDIT MARKETS? WHERE ARE WE HEADING?

Real estate fundamentals have been very favorable over the past five years. In light of record high rents and historically low loan delinquency rates, this distinguished panel of experts discusses the real estate market outlook.

Session Facilitator:
Jim Titus, Director, Real Estate Debt Research, DONALDSON, LUFKIN & JENRETTE, INC.

Panelists:
Mark Coleman, Vice President, DONALDSON, LUFKIN & JENRETTE, INC.
Sally Gordon, Vice President / Senior Analyst, MOODY'S INVESTORS SERVICE
Susan Hudson-Wilson, Founder & CEO, PROPERTY AND PORTFOLIO RESEARCH
Will McIntosh, Managing Director, PRUDENTIAL MORTGAGE CAPITAL COMPANY
Ray Torto, Ph.D., President, TORTO WHEATON RESEARCH

1:15C
CREATION OF BRAND CONDUITS: WHAT'S THE VALUE OF A BRAND NAME?

Does branding really make a difference?
How strong is the branding movement?
Who will be the leaders in the branding movement?
How will conduits continue to differentiate themselves in the marketplace?
How many conduits will survive the current turmoil?
What's the value of a brand today?
Has brand recognition manifested itself in terms of CMBS secondary market pricing?
Will 1999 be the year of smaller, one-brand deals?

Session Facilitator:
Ben Johnson, Publisher, NATIONAL REAL ESTATE INVESTOR

Panelists:
Mitchell Sabshon, President & CEO, ARCHON FINANCIAL & Vice President, GOLDMAN, SACHS & CO.
Christopher Hoeffel, Associate Director, BEAR, STEARNS & CO.
Patricia Micka, Managing Director, CHASE COMMERCIAL MORTGAGE BANKING
Donald J. MacKinnon, Managing Director, DONALDSON, LUFKIN & JENRETTE, INC.
Brian Simpson, Managing Director, FIRST UNION CAPITAL MARKETS
Daniel Smith, Senior Director, GE CAPITAL ACCESS
David J. Friedman, Managing Director, HELLER FINANCIAL INC.
Brian Di Donato, Manager CMBS Capital Markets, MORGAN STANLEY DEAN WITTER
Ron Wechsler, Managing Director, PAINEWEBBER COMMERCIAL REAL ESTATE SECURITIES, INC.
Martin Lanigan, Senior Vice President, PRUDENTIAL MORTGAGE CAPITAL COMPANY

2:30A
ANALYTICS FOR AAA BUYERS
The rating agencies opine on the likelihood that a CMBS bond will pay the principal and interest due. However, prepayments and, to some extent, defaults can greatly affect the timing of bond payments. How do savvy investment-grade buyers evaluate weighted life, duration and convexity for CMBS bonds? Two experienced professionals discuss pricing, analysis and portfolio issues for AAA and IO bonds.
Mark Wuest, CMBS Strategist, AETNA INC.

Michael A. Megliola,
Associate Director
BEAR, STEARNS & CO.

2:30B
WHO'S CALLING THE SHOTS?: A LOOK AT UNDERWRITING STANDARDS IN AN ILLIQUID MARKET

Are lenders back in the driverÿs seat?
Is there a return to more conservative underwriting standards?
When will it be a borrowersÿ market again?

Session Facilitator:
Kent D. Born, Managing Director-Real Estate Securities, PPM AMERICA

Panelists:
Peter S. Horos, Director, ALLSTATE INSURANCE COMPANY
Carmela Anderson, Managing Director, BANK OF AMERICA
Sam Davis, Senior Vice President, JOHN HANCOCK REAL ESTATE FINANCE
Doug Cooper, Vice President - Underwriting, CRIIMI MAE, INC.
Ed Blakey, Senior Vice President, WELLS FARGO BANK
Anand Gajar, Senior Vice President, DONALDSON, LUFKIN & JENRETTE, INC.
David Martindale, Vice President, Operations, GE CAPITAL ACCESS
Brad Gillman, Vice President, GOLDMAN, SACHS & CO.
Terry Alexander, Vice President, MOODY'S INVESTORS SERVICE

2:30C
SECURED VS. UNSECURED: THE BILLION DOLLAR BORROWER QUESTION FOR A MARKET IN TURMOIL

The economics of securitization
CMBS vs. unsecured borrowing: to what extent will REITs move to the mortgage market?
Is mortgage money cheaper? Should REITs move from an unsecured to a secured lending facility?
Who's doing lending on secured deals?
Illiquidity in debt markets
Rating agency perspective

Session Facilitator:
Richard Lawch, Vice President, Capital Markets, FANNIE MAE

Panelists:
Constance Moore, Co-Chairman, ARCHSTONE COMMUNITIES
Bernie Freibaum, Executive Vice President / CFO, GENERAL GROWTH PROPERTIES, INC.
Mark Weiss, Managing Director, GOLDMAN, SACHS & CO.
Larry Kravetz, Senior Vice President, LEHMAN BROTHERS
Thomas OÿHern, Senior Vice President and Chief Financial Officer, THE MACERICH COMPANY

Arvind Bajaj, Principal, MORGAN STANLEY DEAN WITTER
Michael Ernst, Senior Vice President, PRENTISS PROPERTY TRUST
Bill Haley, Director, STANDARD & POOR'S
Al Rabil, Managing Director, WARBURG DILLON READ

3:30
Refreshments Courtesy Of: INTEX

3:50A
SURVEYING THE CARNAGE AFTER THE STORM: THE CHANGING LANDSCAPE OF THE NON-INVESTMENT GRADE CMBS MARKET

External leverage, lack of liquidity in the capital markets, margin calls on repo lines, or what? What caused the wrenching dislocation of capital in the market? Can it happen again?
How is the evolved "B" piece market going to impact the CMBS market as a whole?
What made the "B" piece market work in the past, and what will make it work again in the future?
How is the liquidity vacuum going to be filled? A look at new market entrants
Sizing up the war chest of the old guard: how much money does each "B" piece buyer have? Are they running on empty?
Where are we in the real estate credit cycle and how will "B" piece buyers be impacted?
What is the proper discount rate to use when buying subordinate bonds?
Leveraging availability
Total return capability on a leveraged basis

Session Facilitator:
Eric M. Hillenbrand, Managing Director, FIRST CHICAGO CAPITAL CORP.

Panelists:
Timothy R. Martin, Director, CMBS Trading, FIRST UNION CAPITAL MARKETS
Dan Sparks, Vice President, GOLDMAN, SACHS & CO.
William McMillan, Senior Vice President, KEYCORP REAL ESTATE CAPITAL MARKETS, INC.

Paul Hughson, Senior Vice President, LEHMAN BROTHERS
Robert Cherry, Vice President, LNR PROPERTY CORPORATION
Jonathan Strain, Principal, MORGAN STANLEY DEAN WITTER
Robert Cestari, Director, CMBS Trading, NOMURA SECURITIES INTERNATIONAL, INC.

3:50B
THE ECONOMICS OF SERVICING

Do you originate because you can make a profit originating, or do you originate to service? A look at what's happening in the industry
Industry consolidation issues
Packaging of pricing for master and special servicers
Underlying economics
How can servicers continue to bid at such tight pricing levels and still stay in business?
How are master servicers competing on pricing? Can they staff adequately at current pricing levels?
Should trustees give up some of their fee income?
Systems and information delivery: how good are the available systems?
What information can be accessed through electronic means and how good is it?
Barriers to entry to companies wanting to become master servicers
What level of activity is being seen in the purchase and sale of master servicing rights?
Understanding the relationship between master and special servicer: is an evolution in their relationship currently underway?

Session Facilitator:
Deborah Wilson, Partner, KPMG PEAT MARWICK LLP

Panelists:
Hank Garmon, Senior Vice President, AMRESCO CAPITAL, LP
Paul Smyth, Managing Director-Servicing, BANC ONE MORTGAGE CAPITAL MARKETS
Brian Hanson, Senior Vice President, CRIIMI MAE, INC.
Debbie Slogoff, Monitoring Manager, DUFF & PHELPS CREDIT RATING CO.
Timothy Ryan, Vice President, FIRST UNION CAPITAL MARKETS
Stephanie Petosa, Director of Commercial Mortgage, FITCH IBCA, INC.

Joseph Beggins, CEO, GE CAPITAL LOAN SERVICES
Denise Pagnucci, Vice President, GMAC COMMERCIAL MORTGAGE

Timothy Mazzetti, Senior Vice President, MIDLAND LOAN SERVICES
Sandra E. Trimble, Of Counsel, ORRICK, HERRINGTON & SUTCLIFFE

3:50C
THE EVER-CHANGING LANDSCAPE OF SECURITIZATION: ANALYZING THE PARADIGM SHIFT FROM LARGE "FUSION PARTNERSHIP" DEALS TO SMALLER BRAND-IDENTIFIED "MICRO-LOAN" PROGRAMS

Focus on fusion, conduit and small loan programs
A lot of small and micro loan programs have been established. Do these programs make sense?
Will we be moving from large fusion partnership deals to smaller, more brand-identified deals?
What is the future of the large loan business?

Session Facilitator:
Grace Huebscher, Director of Aggregation, FANNIE MAE

Panelists:
Jim Reichek, Senior Managing Director, BEAR, STEARNS & CO.
Deborah Huddleston, Vice President, CREDIT SUISSE FIRST BOSTON
Donald J. MacKinnon, Managing Director, DONALDSON, LUFKIN & JENRETTE, INC.
Jeff Fastov, Vice President, GOLDMAN, SACHS & CO.
Robert Kukulka, Director, HELLER FINANCIAL INC
Arvind Bajaj, Principal, MORGAN STANLEY DEAN WITTER
Ken Rivkin, Managing Director, NATIONSBANC MONTGOMERY SECURITIES

4:50A
TRADERS' PANEL: "PAIN IS A TEACHER THAT MUST BE UNDERSTOOD." THE RULES CHANGED, SO GET USED TO IT

Psst! Hey Buddy! Wanna buy some risk? XXX-rated spreads
How to stop investors from imploding. Heroin or repo: which is more addictive?
Rich/cheap analysis-what is appropriate relative value? Relative to what?
Hedging: more painful that root canal. Why bother? Alternatives to pain?
Revenge of the nerds: Anticipating the return of the real estate cycle. Where? When?
Finally, our panel of experts will predict year-end spreads by rating, tenor and perhaps lead-manager...

Session Facilitator:
Buck Burnaman, Managing Director, ING BARINGS US CAPITAL CORPORATION

Panelists:
Jim Higgins, Managing Director, BEAR, STEARNS & CO.
Ben Aitkenhead, Director, CREDIT SUISSE FIRST BOSTON
Scott Waynebern, Vice President, DEUTSCHE BANK SECURITIES, INC.
Dan Sparks, Vice President, GOLDMAN, SACHS & CO.
Chris McGovern, Vice President, ING BARINGS US CAPITAL CORPORATION
Ken Cohen, Senior Vice President, LEHMAN BROTHERS
Ryan Marshall, Principal, MORGAN STANLEY DEAN WITTER

4:50B
MEZZANINE DEBT & PREFERRED EQUITY: IS CAPITAL AVAILABLE?

What, if any, are the differences between mezzanine debt and preferred equity?
What is the market today for mezzanine debt and what does the future hold? Comment on your own institution.
Where do you see the underwriting criteria going? Loan to value and pricing levels?
Role of the mortgage REIT in this arena. How do we see them playing?
Utilization of mezzanine debt and preferred equity as funding sources for offshore capital market transactions
What legal issues are there for structuring mezzanine debt and preferred equity?
How do you benchmark mezzanine securities?
The complexities of raising mezzanine capital
"One stop shopping": does it work in this market?
In a problem situation, what does a mezzanine/preferred holder do to protect its position? Rights in a workout.

Session Facilitator:
Stephen J. Pearlman, Senior Director - Investment Department, JONES LANG WOOTTON

Panelists:
Jonathan Pettee, Chief Operating Officer, AMRESCO CAPITAL, LP
Chris Milner, Vice President, BLACKROCK FINANCIAL MANAGEMENT
Anna Glick, Partner, CADWALADER, WICKERSHAM & TAFT
Ed Shugrue III, Chief Financial Officer, CAPITAL TRUST/VICTOR CAPITAL
Richard Gibson, Vice President, CRIIMI MAE, INC.
Robert Foley, Vice President, GOLDMAN, SACHS & CO.
Mark Karlan, President & Chief Executive Officer, IMPERIAL CREDIT COMMERCIAL MORTGAGE
Thomas Mulroy, Senior Vice President, STARWOOD FINANCIAL TRUST

4:50C
NEW LOAN STRUCTURES ON THE HORIZON
During the past year, some new twists to CMBS structures were introduced, with varying levels of acceptance. Without rehashing what worked, what didn't and why, this panel will examine any new ideas about to be introduced to the marketplace.

Which new structures are being considered?
Is it wise to introduce new structures so soon after the liquidity crisis?
Are the innovations likely to bring in new investors or improve on current structures?
What level of disclosure is required for new structures?

Session Facilitator:
Joan Sapinsley, Managing Director, TEACHERS INSURANCE & ANNUITY ASSOCIATION (TIAA-CREF)

Panelists:
Michael A. Megliola, Associate Director, BEAR, STEARNS & CO.
Marlyn Marincas, Director, THE CAPITAL COMPANY OF AMERICA
Jeff Altabef, Vice President, CREDIT SUISSE FIRST BOSTON
Heidi Silverberg, Vice President, DUFF & PHELPS CREDIT RATING CO.
Brad Gillman, Vice President, GOLDMAN, SACHS & CO.
Haejin Baek, Senior Vice President, LEHMAN BROTHERS
Jim Flaum, Principal, MORGAN STANLEY DEAN WITTER
Peter J. Korda, Partner, or Corey A. Tessler, Partner, ORRICK, HERRINGTON & SUTCLIFFE

6:00
Day One Concludes Networking Cocktail Reception Courtesy Of:Morgan Stanley Dean Writter & IMN

*DAY TWO: TUESDAY, JANUARY 12, 1999*
8:15	Co-Chairpersons' Opening Remarks
8:30	UNDERWRITING STANDARDS, DEAL SURVEILLANCE & MONITORING: ARE THE RATING AGENCIES MAKING THE GRADE?
.	What are the credit implications of recent capital market events? Where are we in the credit cycle? Which asset classes are hot? Which asset classes are of concern? Credit implications of floating-rate deals Leverage is way up yet subordination and spreads are down. What has changed in the models that can decrease subordination when leverage is increasing? Higher leverage implied by lower interest rates and tighter spreads Credit impact of mezzanine debt / preferred equity New loan structures: premium loans and reversed earnouts Special servicer issues (e.g. CRIIMI MAE'S filing and its impact) To what extent are investors simply buying off the rating without doing their own due-diligence? Are investors differentiating between good and bad deals? Potential for upgrades and downgrades: what type of history do the agencies want to see? What does it take for an upgrade to occur in terms of debt service coverage? Underlying property performance; credit enhancement? LTV and debt service coverage: comparing requirements of two and three years ago vs. today Are appraisals ÿmade as instructedÿ? Can any value be bought? Websites: whatÿs out there for ongoing CMBS surveillance? *Session Facilitator:* P. Sheridan Schechner, Managing Director, GOLDMAN, SACHS & CO. *Panelists:* Heidi Silverberg, Vice President, DUFF & PHELPS CREDIT RATING CO. Janet Price, Managing Director, FITCH IBCA, INC. Tad Philipp, Managing Director, MOODY'S INVESTORS SERVICE David Fallick, Director, STANDARD & POOR'S
10:00	*KEYNOTE ADDRESS* Ethan Penner, THE PENNER GROUP
.	Ethan Penner founded The Penner Group in September 1998 after resigning from his position as President and Chief Executive Officer of The Capital Company of America, formerly known as Nomura Asset Capital Corporation. Mr. Penner propelled Capital America into the forefront of United States real estate finance by pioneering the introduction and application of the capital markets business to the business of real estate finance. Mr. Penner led the firm to its position as the largest lender in the United States real estate market in each year of its operation. Mr. Penner is widely credited with being at the forefront of creating the market for liquid commercial mortgage-backed securities in the United States. This market barely existed in 1992, and it has grown dramatically to a market capitalization of over $130 billion today. Prior to 1993, Mr. Penner was President of Magellan Financial Services, a San Francisco-based investment banking firm specializing in mortgage finance and securitization, which he founded in 1992. Earlier, he was a Principal at Morgan Stanley, where he was instrumental in developing and managing the firm's mortgage trading and structured finance operations. Before leaving Morgan Stanley, he headed the firm's mortgage and structured finance activities in the western United States.
10:30	Refreshments Courtesy Of: INTEX
10:45A ANALYSIS, RELATIVE VALUE & PORTFOLIO CONSIDERATIONS: INSIGHTFUL RESEARCH PERSPECTIVES ON THE CMBS MARKET How has the market fundamentally changed in the last six months? How did CMBS performance differ from corporates and mortgages and why? How have the events involving Nomura, Long-Term Capital and Criimi Mae affected CMBS performance? Do you think that CMBS are riskier than you used to? When will liquidity fully return to this market? How is the investor base changing and how are these changes affecting CMBS? What are your predictions for the CMBS market? *Session Facilitator:* Laura Quigg, Senior Portfolio Manager, SANFORD C. BERNSTEIN COMPANY, INC. *Panelists:* Michael Megliola, Associate Director, BEAR, STEARNS & CO. James Titus, Director, Real Estate Debt Research, DONALDSON LUFKIN & JENRETTE, INC. Mark Buono, Vice President, GOLDMAN, SACHS & CO. Patrick Corcoran, Ph.D., Vice President, J.P. MORGAN Haejin Baek, Senior Vice President, LEHMAN BROTHERS Howard Esaki, Principal, MORGAN STANLEY DEAN WITTER, INC. John Mulligan, First Vice President, PRUDENTIAL SECURITIES
10:45B FRANCHISE LOAN SECURITIZATION Liquidity issues Securitization of royalties Latest developments in asset valuation *Session Facilitator:* Hu Benton, Partner, ANDREWS & KURTH LLP *Panelists:* John Shrewsbury, Managing Director, AMERICAN COMMERCIAL CAPITAL Emily Youssouf, Director, CREDIT SUISSE FIRST BOSTON Paul McCarthy, Vice President, DUFF & PHELPS CREDIT RATING CO. Kevin Burke, Executive Vice President, Capital Markets, FMAC Allison Bailey, Vice President, LEHMAN BROTHERS Jim Fadel, Principal, MORGAN STANLEY DEAN WITTER John Mulligan, First Vice President, PRUDENTIAL SECURITIES
10:45C WINNING THE ORIGINATION BATTLE: LIFE INSURANCE COMPANIES VS. BANKS AND FINANCE COMPANIES Where does the conduit business strategically fit within a company given the turmoil within the conduit business over the past several months? How are banks and insurance companies differentiating themselves from conduit finance companies? Are conduit finance companies well enough capitalized to weather a downturn? Are life insurance companies gaining market share, and if so, why? What are the relative origination advantages for conduits, commercial banks and life insurance companies? Which strategies are being used by life insurance companies and/or commercial banks to protect themselves in a volatile marketplace? Which strategies, new or old, are the conduit companies using? Is warehouse / repo lending dead as a funding source for conduit companies? What alternative dispositions are available if a CMBS execution is unprofitable? Session Facilitator: William McInerney, Partner, CADWALADER, WICKERSHAM & TAFT *Panelists:* Patricia Micka, Managing Director, CHASE COMMERCIAL MORTGAGE BANKING Kieran Quinn, President & Chief Operating Officer, COLUMN FINANCIAL Steven Wendel, Director, CONTI FINANCIAL Barry Reiner, Managing Director, FIRST UNION CAPITAL MARKETS Rob Kukulka, Director, HELLER FINANCIAL INC. Deborah McAneny, President, JOHN HANCOCK REAL ESTATE FINANCE Paul Horning, Senior Vice President, KEYCORP REAL ESTATE CAPITAL MARKETS, INC. David Lauretti, Senior Managing Director, MASSACHUSETTS MUTUAL LIFE INSURANCE CO. Boyd Johnson, Senior Vice President, WACHOVIA

11:45A
THE ANALYTICS OF CMBS "TOTAL RETURN" INVESTING: A "B" PIECE, IO AND INVESTMENT GRADE BUYER'S PERSPECTIVE

Comparing and contrasting the total return characteristics of the "B" piece, IO and investment grade markets: a look at supply and demand technicals from a total return perspective
Weighing CMBS performance vs. ABS, residential mortgage and corporate bond performance
What to do when illiquidity strikes
How to incorporate potential liquidity shortfalls into your total return analysis
Addressing the need for better information on loan performance for CPR assumptions regarding total return potential

Session Facilitator:
James X. Callahan, Executive Director, THE PENTALPHA CAPITAL GROUP, LLC

Panelists:
Keith A. Gollenberg, Vice President, CIGNA INVESTMENT MANAGEMENT
Frederick Burchill, Executive Vice President, CRIIMI MAE, INC.
Michael Hoeh, Senior Portfolio Manager, DREYFUS CORPORATION

Eric M. Hillenbrand, Managing Director, FIRST CHICAGO CAPITAL CORP.

David Friedman, Senior Vice President and Managing Director of Capital Markets, HELLER FINANCIAL INC.
Scott Radell, Analyst, MILLER ANDERSON & SHERRERD
Ronald Mass, CFA, Principal, WESTERN ASSET MANAGEMENT COMPANY

11:45B
PERSPECTIVES ON CMBS SURVEILLANCE, MONITORING AND SECONDARY TRADING
There is currently over $200 billion invested in CMBS. Traders need up-to-the-minute information to price and bid bonds. Investors need to monitor their CMBS portfolios. Various CMBS participants discuss how investors and traders can access information needed to follow their current and potential investments.

Watch lists using DSCR levels
Defining the participants in the information chain
Who has the information you need? How do you get it?
Quality vs. quantity of information
Future ways to improve information
How are investors using this information? How is it affecting their trading?
The breakdown in information between master servicer and subservicer
The future is here: Internet, Bloomberg etc.
Websites as information purveyors
Standard file formats: Are they being adopted?

Session Facilitator:
Tricia Hall, Vice President, LEHMAN BROTHERS

Panelists:
Jeffrey Whitlatch, Senior Vice President, AMRESCO CAPITAL, LP
Debbie Slogoff, Monitoring Manager, DUFF & PHELPS CREDIT RATING CO.
Janet Price, Managing Director, FITCH IBCA, INC.
Denise Pagnucci, Vice President, Investor Relations, GMAC COMMERCIAL MORTGAGE CORPORATION
Brad Hauger, Vice President and Manager of Investor Reporting, MIDLAND LOAN SERVICES
Ronald Feldman, Managing Director, NORWEST BANK MINNESOTA, N.A.
Jim Savitsky, Vice President, THE TREPP GROUP

11:45C
FLOATING-RATE CMBS: THE STATE OF THE MARKET

Supply-volume of floating rate issuance in 1998; estimates for 1999
Demand: what is the demand for this product? Where is it coming from?
Borrower profiles
Typical loan terms
Rating agency issues
Bond structure and pricing
CMBS investor considerations

Session Facilitator:
Margaret Blakey, Vice President, GOLDMAN, SACHS & CO.

Panelists:
Joel G. Shapiro, Managing Director, Real Estate Services, BDO SEIDMAN LLP
Ione Permison, Managing Director, CHASE COMMERCIAL MORTGAGE BANKING
Phoebe Moreo, Partner, E&Y KENNETH LEVENTHAL REAL ESTATE GROUP
James Blakemore, Vice President, LEHMAN BROTHERS
Constantine Korologos, Vice President / Senior Analyst, MOODY'S INVESTORS SERVICE

Gregory Murphy, Managing Director, CMBS Trading, NOMURA SECURITIES INTERNATIONAL
Nino Fanlo, Senior Vice President, WELLS FARGO BANK

12:15
Golf Tournament
The Tiburon Golf Club $160.00 The 36-hole golf course, designed by Greg Norman, is his 29th course in the world, his seventh in the United States, his only course in southwest Floridaÿÿand his most challenging course design yet. The first 27 holes of the layout opened for play in November 1998, and providing three distinct par-72, 18-hole combinations playing approximately 7,000 yards each. The Tiburon course is one that demands accuracy with long carries over water, deep bunkers with stacked sod walls and tight fairways with no rough to protect errant shots. The turf, a hybrid burmudagrass, is proven to offer higher ball elevation and faster divot recovery. Tennis $40.00 The Har-tru (American "green clay") courts located on the property at The Registry Resort are the best around. Each court has shaded seating and lighted courts for night play. For first time players, The Registry Tennis Academy offers excellent instructors to help get your forehand or backhand up to stroke.

12:45
Luncheon For Attendees Of Optional CMBS Analytics Workshop

OPTIONAL CMBS ANALYTICS WORKSHOP, TUESDAY, JANUARY 12, 1999, 2:00 PM TO 5:00 PM
CREDIT MATTERS

Conventional CPR and CDR analyses are limited with regard to the insight they provide to CMBS investors. Amongst their shortcomings, these conventional analytical techniques require the analyst to a priori specify credit events (i.e. prepayment and default rates).
Credit Driven Analysis enables the analyst to specify scenarios of future market conditions and observe how the interplay of real estate, credit markets and interest rates affect collateral performance. Credit Driven Analysis links market dynamics to bond yields. This analytic method is used by many major CMBS investors.
SPECIFIC TOPICS TO BE COVERED INCLUDE:

Credit-driven analysis
Credit analysis-Uncovering opportunity
Integrating real estate fundamentals
An investor's perspective

Workshop Instructors:
Michael Ervolini, CEO, CHARTER RESEARCH CORPORATION
Harold J.A. Haig, President, CHARTER RESEARCH CORPORATION
George Pappadoupolos, Director of Portfolio Research, PROPERTY AND PORTFOLIO RESEARCH, INC.
Scott Fuller, Vice President, FIRST UNION CAPITAL MARKETS <--Please Note: CMBS registrants must pay an additional fee to attend this workshop -->

*DAY THREE: WEDNESDAY, JANUARY 13, 1999*
8:45 Co-Chairpersons' Opening Remarks
9:00A SPECIALTY FINANCE A focus on esoteric asset classes: marinas, hospitals, prisons, golf courses, cold storage facilities, stadiums, exhibition halls, single tenant occupancies, funeral homes and auto dealerships. *Session Facilitator:* Trey Blalock, Partner, ANDREWS & KURTH LLP *Panelists:* Kevin Burke, Executive Vice President, CAPITAL MARKETS, FMAC David A. Karp, Chief Operating Officer, FALCON FINANCIAL, LLC Thomas D. Eckert, President & CEO, CAPITAL AUTOMOTIVE REIT Jay Eisbruch, Vice President / Senior Credit Officer, MOODY'S INVESTORS SERVICE Valerie Kay, Vice President, MORGAN STANLEY DEAN WITTER
9:00B SPECIAL SERVICINGÿWHAT EVERY PURCHASER AND HOLDER OF JUNIOR CERTIFICATES SHOULD KNOW Special servicers are summoned when a loan becomes distressed. It is crucial to know the risks that can be involved in order to avoid future conflicts. Since "B" piece buyers are also the ones who are either special servicing these loans or dictating who the special servicer will be, it is important that they understand the default scenario. The panel will address the following: What rights should be given to the special servicer and how much flexibility should the special servicer be given? What happens in a workout of a single asset real estate? What happens in a bankruptcy of a single asset real estate? What happens when the special servicer is required to service a distressed asset? How are the economics of the deal impacted? When structuring a loan, what can the special servicer do in the pooling and service agreement to create a workable deal with troubled loans? *Session Facilitator:* Barry Dichter, Partner, CADWALADER, WICKERSHAM & TAFT *Panelists:* Paul Smyth, Managing Director-Servicing, BANC ONE MORTGAGE CAPITAL MARKETS Eric R. Lindner, Executive Vice President, GMAC COMMERCIAL MORTGAGE Thomas Meyer, Director, OCWEN FINANCIAL
9:00C SECURITIZING LOANS MADE FOR SECURITIZATION: AN ISSUER'S PERSPECTIVE ON SHORT-TERM FLOATING RATE CMBS SECURITIZATION How to differentiate between deals How do the rating agencies analyze these deals? Floating Rate Fusion Deals: investor and rating agency impact Structural innovations: issuer, investor and rating agency perspectives How did they securitize that? A look at the unique assets recently securitized *Session Facilitator:* James Blakemore, Vice President, LEHMAN BROTHERS *Panelists:* Patrick Quinn, Partner, CADWALADER, WICKERSHAM & TAFT Robert Perlman, Vice President, CREDIT SUISSE FIRST BOSTON Eric Schwartz, Director, DEUTSCHE BANK SECURITIES, INC. Chris Reilly, Associate Director, FITCH IBCA, INC. Haejin Baek, Senior Vice President, LEHMAN BROTHERS
*10:00 Refreshments Courtesy Of: INTEX*
10:15A DEVELOPMENTS IN EUROPE, canada, ASIA AND LATIN AMERICA AND THE OPPORTUNITIES CREATED FOR INVESTORS Structuring cross-border commercial mortgage loans to achieve liquidity Rating agency concerns in analyzing cross-border transactions Underwriting and due diligence issues for non-US properties Utilizing external credit enhancement to improve execution Legal and tax issues in cross-border lending and securitizing in various jurisdictions *Session Facilitator:* Hugh Hall, Vice President, CREDIT SUISSE FIRST BOSTON *Panelists:* Robert Vahradian, Director, CREDIT SUISSE FIRST BOSTON Eva Leeman, Principal, EML FINANCIAL Huxley Somerville, Senior Director, FITCH IBCA, INC. Henry G. Morriello, Partner, KAYE, SCHOLER, FIERMAN, HAYS & HANDLER Jacqui Brady, Vice President, NOMURA SECURITIES INTERNATIONAL Joshua Raff, Partner, ORRICK, HERRINGTON & SUTCLIFFE
*10:15B* *Please note that there is no "B" session*
10:15C MEZZANINE ANALYSIS-THE CROSSOVER BETWEEN BONDS AND REAL ESTATE Owners of mezzanine debt are ever-vigilant about the level of subordination supporting their positions. Potential losses resulting from payment or balloon defaults can quickly erode credit support. Two major mezzanine investors evaluate credit risk. Boundary tests, stress scenarios and effective duration will be examined. Timothy Dwyer, Vice President, BANK BOSTON, NA Reggie Leese, Vice President, CITIZENS BANK
*11:15* *The Annual Winter CMBS Forum Concludes*

SPONSORSHIP AND EXHIBIT OPPORTUNITIES:

In addition to the main program, a limited number of table-top exhibits will be open during the course of the Summit. Exhibitors will have the opportunity to promote products and services of special interest to Summit attendees. For more information, including package deals please call (212) 768-2800 ext. 235. Food, beverage and special event sponsorships are also available.

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