Banc of America Merrill Lynch Commercial Mortgage
Filed: 2 Nov 04, 12:00am
EXHIBIT 99 TERM SHEETS CMBS NEW ISSUE TERM SHEET $1,270,333,000 (APPROXIMATE OFFERED CERTIFICATES) $1,378,924,068 (APPROXIMATE TOTAL COLLATERAL BALANCE) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2004-5 OFFERED CLASSES A-1, A-2, A-3, A-AB, A-4, A-1A, A-J, XP, B, C AND D CERTIFICATES BANK OF AMERICA, N.A. MORTGAGE LOAN SELLER GENERAL ELECTRIC CAPITAL CORPORATION MORTGAGE LOAN SELLER GERMAN AMERICAN CAPITAL CORPORATION MORTGAGE LOAN SELLER BANK OF AMERICA, N.A. MASTER SERVICER LENNAR PARTNERS, INC. SPECIAL SERVICER NOVEMBER 2004 THIS MATERIAL IS FOR YOUR PRIVATE INFORMATION AND NONE OF BANC OF AMERICA SECURITIES LLC, DEUTSCHE BANK SECURITIES INC., CITIGROUP GLOBAL MARKETS INC., GOLDMAN, SACHS & CO. AND J.P. MORGAN SECURITIES INC. (COLLECTIVELY, THE "UNDERWRITERS") IS SOLICITING ANY ACTION BASED UPON IT. THIS MATERIAL IS NOT TO BE CONSTRUED AS AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE ILLEGAL. NONE OF THE UNDERWRITERS NOR ANY OF THEIR AFFILIATES HAS CONDUCTED ANY INDEPENDENT REVIEW OF THE INFORMATION CONTAINED HEREIN, AND NONE OF THE UNDERWRITERS NOR ANY OF THEIR AFFILIATES REPRESENT THAT SUCH INFORMATION IS ACCURATE OR COMPLETE AND THE INFORMATION SHOULD NOT BE RELIED UPON AS SUCH. BY ACCEPTING THIS MATERIAL THE RECIPIENT AGREES THAT IT WILL NOT DISTRIBUTE OR PROVIDE THE MATERIAL TO ANY OTHER PERSON. THE INFORMATION CONTAINED IN THIS MATERIAL MAY PERTAIN TO SECURITIES THAT ULTIMATELY ARE NOT SOLD. THE INFORMATION CONTAINED IN THIS MATERIAL MAY BE BASED ON ASSUMPTIONS REGARDING MARKET CONDITIONS AND OTHER MATTERS AS REFLECTED HEREIN. THE UNDERWRITERS MAKE NO REPRESENTATION REGARDING THE REASONABLENESS OF SUCH ASSUMPTIONS OR THE LIKELIHOOD THAT ANY OF SUCH ASSUMPTIONS WILL COINCIDE WITH ACTUAL MARKET CONDITIONS OR EVENTS, AND THIS MATERIAL SHOULD NOT BE RELIED UPON FOR SUCH PURPOSES. THE UNDERWRITERS AND THEIR AFFILIATES, OFFICERS, DIRECTORS, PARTNERS AND EMPLOYEES, INCLUDING PERSONS INVOLVED IN THE PREPARATION OR ISSUANCE OF THIS MATERIAL MAY, FROM TIME TO TIME, HAVE LONG OR SHORT POSITIONS IN, AND BUY AND SELL, THE SECURITIES MENTIONED THEREIN OR DERIVATIVES THEREOF (INCLUDING OPTIONS). THIS MATERIAL MAY BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") AND INCORPORATED BY REFERENCE INTO AN EFFECTIVE REGISTRATION STATEMENT PREVIOUSLY FILED WITH THE SEC UNDER RULE 415 OF THE SECURITIES ACT OF 1933, AS AMENDED INCLUDING ALL CASES WHERE THE MATERIAL DOES NOT PERTAIN TO SECURITIES THAT ARE ULTIMATELY OFFERED FOR SALE PURSUANT TO SUCH REGISTRATION STATEMENT. INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING IN THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING SUCH ASSETS. ANY INFORMATION IN THE MATERIAL, WHETHER REGARDING THE ASSETS BACKING ANY SECURITIES DISCUSSED HEREIN OR OTHERWISE, WILL BE SUPERSEDED IN ITS ENTIRETY BY THE INFORMATION CONTAINED IN ANY FINAL PROSPECTUS AND PROSPECTUS SUPPLEMENT FOR ANY SECURITIES ACTUALLY SOLD TO YOU, WHICH YOU SHOULD READ BEFORE MAKING ANY INVESTMENT DECISION. THIS MATERIAL IS FURNISHED SOLELY BY THE UNDERWRITERS AND NOT BY THE ISSUER OF THE SECURITIES. THE ISSUER OF THE SECURITIES HAS NOT PREPARED, REVIEWED OR PARTICIPATED IN THE PREPARATION OF THIS MATERIAL, IS NOT RESPONSIBLE FOR THE ACCURACY OF THIS MATERIAL AND HAS NOT AUTHORIZED THE DISSEMINATION OF THIS MATERIAL. EACH OF THE UNDERWRITERS IS ACTING AS AN UNDERWRITER AND IS NOT ACTING AS AN AGENT FOR THE ISSUER IN CONNECTION WITH THE PROPOSED TRANSACTION. BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. Joint Bookrunning Manager Joint Bookrunning Manager ------------- CITIGROUP GOLDMAN, SACHS & CO. JPMORGAN Co-Manager Co-Manager Co-Manager (This Page Intentionally Left Blank) TABLE OF CONTENTS Transaction Structure Structure Overview ...................................................... 2 Structure Schematic ..................................................... 3 Transaction Terms ....................................................... 4 Contact Information ..................................................... 7 Mortgage Pool Characteristics General Characteristics ................................................. 8 Property Type ........................................................... 9 Property Location ....................................................... 10 Mortgage Pool Characteristics ........................................... 11 Prepayment Provision Based on Outstanding Principal Balance ............. 14 Ten Largest Mortgage Loans or Crossed Pools Bank of America Center .................................................. 16 Ocean Residences ........................................................ 23 Charles Square .......................................................... 28 Rentar Plaza ............................................................ 36 Simon -- Cheltenham Square Mall ......................................... 42 Congressional Village & Jefferson at Congressional (Land) (Crossed Pool) ........................................................ 48 ICG Portfolio ........................................................... 56 Sun Communities -- Portfolio 4 & Southfork (Crossed Pool) ............... 64 Sun Communities -- Portfolio 13 & Bonita Lake (Crossed Pool) ............ 70 Corporate Center ........................................................ 74 Additional Mortgage Loan Information ....................................... 80 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- STRUCTURE OVERVIEW - -------------------------------------------------------------------------------- OFFERED CERTIFICATES APPROX. EXPECTED CERTIFICATE % OF RATINGS(1) BALANCE OR INITIAL APPROX. ------------- NOTIONAL POOL CREDIT CLASS S&P/MOODY'S AMOUNT(2) BALANCE SUPPORT - ------------------------------------------------------------------- A-1(9) AAA / Aaa $ 57,600,000 4.177% 20.000% A-2(9) AAA / Aaa $251,176,000 18.215% 20.000% A-3(9) AAA / Aaa $307,618,000 22.309% 20.000% A-AB(9) AAA / Aaa $ 46,487,000 3.371% 20.000% A-4(9) AAA / Aaa $198,649,000 14.406% 20.000% A-1A(9) AAA / Aaa $241,609,000 17.522% 20.000% A-J AAA / Aaa $ 91,353,000 6.625% 13.375% XP AAA / Aaa $ TBD(6) N/A N/A B AA / Aa2 $ 39,645,000 2.875% 10.500% C AA- / Aa3 $ 13,789,000 1.000% 9.500% D A / A2 $ 22,407,000 1.625% 7.875% - ------------------------------------------------------------------- ASSUMED WEIGHTED PRINCIPAL FINAL AVERAGE WINDOW DISTRIBUTION CLASS LIFE (YRS)(3) (MOS)(3) DATE(3) RATE TYPE - ---------------------------------------------------------------------------- A-1(9) 2.89 1-56 July 10, 2009 Fixed A-2(9) 4.77 56-60 November 10, 2009 Fixed A-3(9) 6.77 80-84 November 10, 2011 Fixed A-AB(9) 6.99 56-110 January 10, 2014 Fixed A-4(9) 9.64 110-118 September 10, 2014 Fixed(4) A-1A(9) 6.34 1-118 September 10, 2014 Fixed A-J 9.80 118-119 October 10, 2014 Fixed(4) XP (6) N/A N/A Variable Rate(6) B 9.88 119-119 October 10, 2014 Fixed(5) C 9.88 119-119 October 10, 2014 Fixed(5) D 9.91 119-120 November 10, 2014 Fixed(5) - ---------------------------------------------------------------------------- NON-OFFERED CERTIFICATES(7) APPROX. EXPECTED CERTIFICATE % OF RATINGS(1) BALANCE OR INITIAL APPROX. --------------- NOTIONAL POOL CREDIT CLASS S&P/MOODY'S AMOUNT(2) BALANCE SUPPORT - ---------------------------------------------------------------------- E A- / A3 $ 12,066,000 0.875% 7.000% F BBB+ / Baa1 $ 17,236,000 1.250% 5.750% G BBB / Baa2 $ 12,066,000 0.875% 4.875% H BBB- / Baa3 $ 22,408,000 1.625% 3.250% J BB+ / Ba1 $ 6,894,000 0.500% 2.750% K BB / Ba2 $ 6,895,000 0.500% 2.250% L BB- / Ba3 $ 3,447,000 0.250% 2.000% M B+ / B1 $ 5,171,000 0.375% 1.625% N B / B2 $ 3,447,000 0.250% 1.375% O B- / B3 $ 3,448,000 0.250% 1.125% P NR / NR $ 15,513,068 1.125% 0.000% XC AAA / Aaa $ 1,378,924,068(8) N/A N/A - ---------------------------------------------------------------------- ASSUMED WEIGHTED PRINCIPAL FINAL AVERAGE WINDOW DISTRIBUTION CLASS LIFE (YRS)(3) (MOS)(3) DATE(3) RATE TYPE - -------------------------------------------------------------------------- E 9.96 120-120 November 10, 2014 Fixed(5) F 9.96 120-120 November 10, 2014 Fixed(5) G 9.96 120-120 November 10, 2014 Fixed(5) H 9.96 120-120 November 10, 2014 Fixed(5) J 9.96 120-120 November 10, 2014 Fixed(4) K 9.96 120-120 November 10, 2014 Fixed(4) L 9.96 120-120 November 10, 2014 Fixed(4) M 10.18 120-146 January 10, 2017 Fixed(4) N 14.24 146-178 September 10, 2019 Fixed(4) O 14.80 178-178 September 10, 2019 Fixed(4) P 14.85 178-180 November 10, 2019 Fixed(4) XC (8) N/A N/A Variable Rate(8) - -------------------------------------------------------------------------- (1) Ratings shown are those of Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. and Moody's Investors Service, Inc., respectively. (2) As of the delivery date. Subject to a variance of plus or minus 10%. (3) Based on the maturity assumptions (as defined under "Yield and Maturity Considerations" in the prospectus supplement). As of the delivery date, calculations for the certificates assume no prepayments will be made on the mortgage loans prior to their related maturity dates. (4) The Class A-4, Class A-J, Class J, Class K, Class L, Class M, Class N, Class O, and Class P Certificates will accrue interest at a fixed rate subject to a cap at the weighted average net mortgage rate. (5) The Class B, Class C, Class D, Class E, Class F, Class G and Class H Certificates will accrue interest at either (i) a fixed rate, (ii) a fixed rate subject to a cap at the weighted average net mortgage rate, (iii) the weighted average net mortgage rate or (iv) the weighted average net mortgage rate less a specified percentage. (6) The Class XP Certificated will not have a certificate balance and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class XP Certificates, as described in the prospectus supplement. The interest rate applicable to the Class XP Certificates for each distribution date will be as described in the prospectus supplement. See "Description of the Certificates--Pass-Through Rates" in the prospectus supplement. (7) These Certificates are not offered by the prospectus supplement. Any information we provide herein regarding the terms of these certificates is provided only to enhance your understanding of the offered certificates. (8) The Class XC Certificates will not have certificate balances and their holders will not receive distributions of principal, but such holders are entitled to receive payments of the aggregate interest accrued on the notional amount of the Class XC Certificates, as the case may be, as described in the prospectus supplement. The interest rates applicable to the Class XC Certificates for each distribution date will be as described in the prospectus supplement. See "Description of the Certificates--Pass-Through Rates" in the prospectus supplement. (9) For purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the pool of Mortgage Loans will be deemed to consist of two distinct loan groups, Loan Group 1 and Loan Group 2. Loan Group 1 will consist of 92 Mortgage Loans, representing approximately 82.5% of the aggregate principal balance of the pool of Mortgage Loans as of the Cut-off Date. Loan Group 2 will consist of 19 Mortgage Loans, representing approximately 17.5% of the aggregate principal balance of the pool of Mortgage Loans as of the Cut-off Date. Loan Group 2 will include approximately 85.0% of the aggregate principal balance of all the Mortgage Loans secured by multifamily properties and approximately 27.7% of the aggregate principal balance of all the Mortgage Loans secured by manufactured housing properties. Generally, the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 1 until the Certificate Balance of the Class A-1A Certificates has been reduced to zero, and the Class A-1A Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 2 until the Certificate Balance of the Class A-4 Certificates has been reduced to zero. However, on and after any distribution date on which the Certificate Balances of the Class A-J through Class P Certificates have been reduced to zero, distributions of principal collected or advanced in respect of the pool of Mortgage Loans will be distributed to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates pro rata. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 2 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- STRUCTURE SCHEMATIC* - -------------------------------------------------------------------------------- [CHART OMITTED] Class XC(1), XP Class A-1 AAA / Aaa $57.60 MM 4.177% Class A-2 AAA / Aaa $251.17 MM 18.215% Class A-3 AAA / Aaa $307.61 MM 22.309% Class A-AB AAA / Aaa $46.48 MM 3.371% Class A-4 AAA / Aaa $198.64 MM 14.406% Class A-1A AAA / Aaa $241.60 MM 17.522% Class A-J AAA / Aaa $91.35 MM 6.625% Class B AA / Aa2 $39.64 MM 2.875% Class C AA- / Aa3 $13.78 MM 1.000% Class D A / A2 $22.40 MM 1.625% Class E(1) A- / A3 $12.06 MM 0.875% Class F(1) BBB+ / Baa1 $17.23 MM 1.250% Class G(1) BBB / Baa2 $12.06 MM 0.875% Class H(1) BBB- / Baa3 $22.40 MM 1.625% Class J(1) BB+ / Ba1 $6.89 MM 0.500% Class K(1) BB / Ba2 $6.89 MM 0.500% Class L(1) BB- / Ba3 $3.44 MM 0.250% Class M(1) B+ / B1 $5.17 MM 0.375% Class N(1) B / B2 $3.44 MM 0.250% Class O(1) B- / B3 $3.44 MM 0.250% Class P(1) NR / NR $15.51 MM 1.125% - --------------- (1) Offered privately pursuant to Rule 144A. * Classes are not drawn to scale. Percentages are approximate percentages of the Initial Pool Balance as of the Cut-off Date. Class principal amounts are truncated. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 3 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- NOTE: CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN HAVE THE MEANINGS ASCRIBED TO THEM IN THE PROSPECTUS SUPPLEMENT DATED OCTOBER 2004. ISSUE TYPE Sequential pay REMIC. Class A-1, A-2, A-3, A-AB, A-4, A-1A, A-J, XP, B, C and D Certificates (collectively, the "Offered Certificates") are offered publicly. CUT-OFF DATE All Mortgage Loan characteristics are based on balances as of the Cut-off Date, which is November 1, 2004 for all of the Mortgage Loans. All percentages presented herein are approximate. MORTGAGE POOL The Mortgage Pool consists of 111 mortgage loans (the "Mortgage Loans") with an aggregate balance as of the Cut-off Date of $1,378,924,068 (the "Initial Pool Balance"). For purposes of the presentation of numbers and statistical information, various calculations with respect to component mortgage loans, split loan structures and certain other mortgage loans were made based on the balances and otherwise as described in the prospectus supplement under "Summary of Prospectus Supplement--Mortgage Loans--Certain Mortgage Loan Calculations", including among other things that unless otherwise stated, all numbers and statistical information regarding the Charles Square and Rentar Plaza Mortgage Loans include only the senior component of each of such Mortgage Loans. For purposes of making distributions to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates, the Mortgage Pool will be deemed to consist of two distinct loan groups, Loan Group 1 and Loan Group 2. Loan Group 1 will consist of 92 Mortgage Loans, representing approximately 82.5% of the Initial Pool Balance as of the Cut-off Date. Loan Group 2 will consist of 19 Mortgage Loans, representing approximately 17.5% of the Initial Pool Balance as of the Cut-off Date. The Mortgage Loans are secured by 121 properties (the "Mortgaged Properties") located throughout 27 states and the District of Columbia. DEPOSITOR Banc of America Commercial Mortgage Inc. MORTGAGE LOAN SELLERS Bank of America, N.A., General Electric Capital Corporation and German American Capital Corporation. UNDERWRITERS Banc of America Securities LLC and Deutsche Bank Securities Inc. are acting as co-lead managers and both are acting as joint bookrunners. Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are acting as co-managers. TRUSTEE Wells Fargo Bank, N.A. MASTER SERVICER Bank of America, N.A. SPECIAL SERVICER Lennar Partners, Inc. RATING AGENCIES Moody's Investors Service, Inc. ("Moody's") and Standard and Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc. ("S&P"). DENOMINATIONS $10,000 minimum for Class A-1, A-2, A-3, A-AB, A-4, A-1A and A-J Certificates, $1,000,000 minimum (notional) for the Class XP Certificates and $100,000 minimum for all other Offered Certificates. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 4 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- SETTLEMENT DATE On or about November [ ], 2004. SETTLEMENT TERMS Book-entry through DTC for all Offered Certificates. DISTRIBUTION DATE The 10th day of each month, or if such 10th day is not a business day, the next succeeding business day, commencing with respect to the Offered Certificates in December 2004. DETERMINATION DATE For any Distribution Date, the earlier of (i) the sixth day of the month in which the related Distribution Date occurs, or if such sixth day is not a Business Day, then the immediately preceding Business Day, and (ii) the fourth Business Day prior to the related Distribution Date. INTEREST DISTRIBUTIONS Each Class of Offered Certificates will be entitled on each Distribution Date to interest accrued at its Pass-Through Rate for such Distribution Date on the outstanding Certificate Balance of such Class during the prior calendar month (on a 30/360 Basis). Interest will be distributed on each Distribution Date in sequential order of class designations with the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class XC and Class XP Certificates ranking pari passu in entitlement to interest. PRINCIPAL DISTRIBUTIONS Principal will be distributed on each Distribution Date to the Class of Sequential Pay Certificates outstanding with the earliest alphabetical numerical Class designation until its Certificate Balance is reduced to zero (except that the Class A-AB Certificates are entitled to a certain priority with respect to being paid down to their planned principal balance as described in the prospectus supplement). Generally, the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 1 until the Certificate Balance of the Class A-1A Certificates has been reduced to zero, and the Class A-1A Certificates will only be entitled to receive distributions of principal collected or advanced in respect of Mortgage Loans in Loan Group 2 until the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates have been reduced to zero. If, due to losses, the Certificate Balances of the Class A-J through Class P Certificates are reduced to zero but any two or more of Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and/or Class A-1A Certificates remain outstanding, payments of principal to the outstanding Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates will be made on a pro rata basis. LOSSES To be applied first to Class P, then to the next most subordinate Class of Sequential Pay Certificates. However, with respect to the Class CS Component Mortgage Loan and Class RP Component Mortgage Loan, losses will be applied first to the Class CS Certificates and Class RP Certificates, respectively, as described in the prospectus supplement. In addition, with respect to the Bank of America Center Whole Loan (as to which only the related A-3 note is in the trust fund), losses will be applied first to the junior portion of the A-1 note, and then pro rata among the A-2 note, the A-3 note and the senior portion of the A-1 note. As a result of such application, losses on such loan will be borne first by the Class BC Certificates (which correspond to the junior portion of the A-1 note, which were issued pursuant to and are governed by the Bank of America Center Pooling and Servicing Agreement and are not part of this series of certificates) and, following the reduction of the principal balance of the Class BC Certificates to zero, the pro rata portion of losses so allocable to the the A-3 note will be applied first to Class P, and then to the next most subordinate Class of Sequential Pay Certificates, etc. PREPAYMENT PREMIUMS The manner in which any prepayment premiums received during a particular Collection Period will be allocated to one or more of the Classes of Offered Certificates is described in the "Description of the Certificates--Distributions-- Distributions of Prepayment Premiums" in the prospectus supplement. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 5 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- TRANSACTION TERMS - -------------------------------------------------------------------------------- ADVANCES Subject to certain limitations including but not limited to a recoverability determination, the Master Servicer and if it fails to do so, the Trustee will be obligated to make P&l Advances and Servicing Advances on the Mortgage Loans, other than the Bank of America Center Mortgage Loan. With respect to the Bank of America Center Mortgage Loan, P&l Advances and Servicing Advances will be generally made by the Bank of America Center Master Servicer. Subject to certain limitations including but not limited to a recoverability determination, if the Bank of America Center Master Servicer fails to make (1) a P&l Advance with respect to the Bank of America Center Mortgage Loan, then the Trustee will be obligated to make such P&l Advance or (2) a Servicing Advance with respect to the Bank of America Center Mortgage Loan, then the Bank of America Center Trustee or the Bank of America Center Fiscal Agent, as the case may be, will be obligated to make such Servicing Advance. APPRAISAL REDUCTIONS Promptly following the occurrence of any of the following events (1) any Mortgage Loan (except with respect to the Bank of America Center Mortgage Loan which is governed by the Bank of America Center Pooling and Servicing Agreement) or any CBA Whole Loan becoming a Modified Mortgage Loan; (2) any Monthly Payment with respect to any Mortgage Loan or any CBA Whole Loan remains unpaid for 60 days past the Due Date for such payment except that, solely in the case of a delinquent Balloon Payment and if (x) the related borrower is actively seeking a refinancing commitment, (y) the related borrower continues to make payments in the amount of its Monthly Payment, and (z) the Directing Certificateholder consents, failure to pay such Balloon Payment during such 60-day period shall not constitute an Appraisal Trigger Event if the related borrower has delivered to the Master Servicer, on or before the 60th day after the Due Date of such Balloon Payment, a refinancing commitment reasonably acceptable to the Master Servicer, for such longer period, not to exceed 120 days beyond such Due Date, during which the refinancing would occur; (3) the passage of 60 days after the Special Servicer receives notice that the mortgagor under such Mortgage Loan becomes the subject of bankruptcy, insolvency or similar proceedings, which remain undischarged and undismissed; (4) the passage of 60 days after the Special Servicer receives notice that a receiver or similar official is appointed with respect to the related Mortgaged Property; (5) the related Mortgaged Property becoming an REO Property or (6) if a Mortgage Loan or a CBA Whole Loan has been extended three times upon the 60th day after the third extension, the Special Servicer will obtain an appraisal on the property. Advances of delinquent interest on the most subordinate class or classes will be reduced to the extent of the interest on the Appraisal Reduction Amount. The Appraisal Reduction Amount will generally be equal to the difference between (a) the scheduled balance of the Mortgage Loan plus any unpaid advances outstanding and other amounts payable with respect thereto and (b) an amount equal to 90% of the appraised value of the Mortgaged Property. CONTROLLING CLASS The most subordinate Class of Sequential Pay Certificates with an outstanding Certificate Balance at least equal to 25% of its initial Certificate Balance or, if no such Class satisfies such criteria, the Class of Sequential Pay Certificates with the then largest outstanding Class Balance. (With respect to the Bank of America Center loan, however, the controlling class will be the Class BC Certificates subject to similar criteria, the terms of the related intercreditor agreement and otherwise as described in the prospectus supplement.) ERISA The Offered Certificates are expected to be ERISA eligible. SMMEA The Offered Certificates are not expected to be "mortgage-related securities" for the purposes of SMMEA. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 6 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- CONTACT INFORMATION - -------------------------------------------------------------------------------- BANC OF AMERICA SECURITIES LLC DEUTSCHE BANK SECURITIES INC. Bill Hale Scott Waynebern (704) 388-1597 (Phone) (212) 250-5149 (Phone) (704) 388-9677 (Fax) (212) 797-5630 (Fax) bill.e.hale@bankofamerica.com Scott.Waynebern@db.com Geordie Walker Adam Behlman (704) 388-1597 (Phone) (212) 250-8575 (Phone) (704) 388-9677 (Fax) (212) 797-5630 (Fax) geordie.r.walker@bankofamerica.com Adam.Behlman@db.com Chuck Mather (704) 388-1597 (Phone) (704) 388-9677 (Fax) charles.mather@bankofamerica.com GOLDMAN, SACHS & CO. CITIGROUP GLOBAL MARKETS INC. Rolf Edwards Paul Vanderslice (212) 902-5637 (Phone) (212) 723-6156 (Phone) (212) 346-3594 (Fax) (212) 723-8599 (Fax) rolf.edwards@gs.com paul.t.vanderslice@citigroup.com Scott Wisenbaker Angela Vleck (212) 902-2858 (Phone) (212) 816-8087 (Phone) (212) 346-3594 (Fax) (212) 816-8307 (Fax) scott.wisenbaker@gs.com angela.j.vleck@citigroup.com J.P. MORGAN SECURITIES INC. Brian Baker (212) 834-3813 (Phone) (212) 834-6598 (Fax) brian.i.baker@jpmorgan.com Glenn Riis (212) 834-3813 (Phone) (212) 834-6598 (Fax) glenn.riis@jpmorgan.com This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 7 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- GENERAL CHARACTERISTICS MORTGAGE POOL LOAN GROUP 1 LOAN GROUP 2 Number of Mortgage Loans ........................................................ 111 92 19 Number of Mortgaged Properties .................................................. 121 101 20 Aggregate Balance of all Mortgage Loans ......................................... $1,378,924,068 $1,137,314,883 $241,609,185 Number of Balloon Payment Mortgage Loans(1) ..................................... 104 88 16 Aggregate Balance of Balloon Payment Mortgage Loans(1) .......................... $1,045,279,068 $908,309,883 $136,969,185 Number of Interest Only Mortgage Loans .......................................... 7 4 3 Aggregate Balance of Interest Only Mortgage Loans ............................... $333,645,000 $229,005,000 $104,640,000 Minimum Balance ................................................................. $1,150,630 $1,150,630 $3,400,000 Maximum Balance ................................................................. $137,000,000 $137,000,000 $90,000,000 Average Balance ................................................................. $12,422,739 $12,362,118 $12,716,273 Number of Cross-Collateralized and Cross-Defaulted Loan Pools ................... 5 5 -- Maximum Balance for a Group of Cross-Collateralized and Cross-Defaulted Mortgage Loans ................................................................. $51,000,000 $51,000,000 -- Weighted Average LTV Ratio ...................................................... 65.7% 66.8% 60.4% Maximum LTV Ratio ............................................................... 81.5% 81.5% 80.0% Minimum LTV Ratio ............................................................... 14.2% 18.9% 14.2% Weighted Average DSCR ........................................................... 1.63x 1.61x 1.75x Maximum DSCR .................................................................... 7.11x 3.11x 7.11x Minimum DSCR .................................................................... 1.13x 1.13x 1.20x Weighted Average LTV at Maturity(1) ............................................. 58.8% 59.9% 53.5% Range of Mortgage Loan Interest Rates ........................................... 4.660%-6.280% 4.660%-6.280% 4.740%-5.827% Weighted Average Mortgage Loan Interest Rate .................................... 5.376% 5.426% 5.141% Range of Remaining Term to Maturity (months) .................................... 51-180 51-178 56-180 Weighted Average Remaining Term to Maturity (months) ............................ 93 95 83 (1) Excludes Mortgage Loans that are Interest Only for their full term. * One Mortgage Loan, Loan No. 58399 (such Loan Number is set forth in Annex A to the prospectus supplement) representing 9.9% of the Initial Pool Balance (12.0% of the Group 1 Balance) is part of a split loan structure evidenced by three senior pari passu promissory notes referred to as note A-1, note A-2 and note A-3. The note A-1, which is not included in the trust, has been divided into a senior component and one subordinate component. The Cut-off Date Balance of this Mortgage Loan has been calculated based upon the note A-3 which is the only note included in the trust. Each loan-to-value ratio, cut-off date balance per unit and debt service coverage ratio calculated in this term sheet with respect to this Mortgage Loan, except as may be otherwise noted herein, was calculated based upon the three senior notes (excluding the subordinate component). Such ratios would be lower (in the case of debt service coverage) and higher (in the case of cut-off date balance per unit and loan-to-value ratios) if the related subordinate component was included. For purposes of weighting such debt service coverage ratios and loan-to-value ratios, such weighting is based solely upon the outstanding principal balance of the note A-3 included in the trust. Two Mortgage Loans, Loan Nos. GA20413 and GA20315 (such Loan Numbers are set forth in Annex A to the prospectus supplement) representing 9.4% of the Initial Pool Balance (11.3% of the Group 1 Balance) consist of a senior component (the "Senior Component") of a whole loan. The subordinate component (the "Subordinate Component") of such whole loans are included in the trust but do not back any of the Offered Certificates. Unless otherwise stated, all references to the principal balance of each such Mortgage Loan and related information (including debt service coverage ratios and loan-to-value ratios) is a reference to the Senior Component only and accordingly, such ratios would be lower (in the case of debt service coverage) or higher (in the case of cut-off date balance per unit and loan-to-value) if the Subordinate Component were included in such calculations. Two Mortgage Loans, Loan Nos. 760032545 and 760032898 (such Loan Numbers are set forth on Annex A to the prospectus supplement) representing 4.1% of the Initial Pool Balance (4.4% of the Loan Group 1 Balance and 2.6% of the Loan Group 2 Balance) are represented by the senior loan in the related split loan structure that is secured by the same mortgage instrument on the related mortgaged property. Unless otherwise stated, all references to the principal balance and related information (including debt service coverage ratios, cut-off date balance per unit and loan-to-value ratios) relate to related senior loan only and exclude the other mortgage loans in the split loan structure. Accordingly such ratios would be lower (in the case of debt service coverage) or higher (in the case of cut-off date balance per unit and loan-to-value) than if the related subordinate loan were included. With respect to five Mortgage Loans, Loan Nos. 760033366, 760033463, DBM20193, DBM20554 and DBM20555 (such Loan Numbers are set forth in Annex A to the prospectus supplement), representing 1.2%, 0.7%, 2.4%, 0.3% and 0.2%, respectively, of the Initial Pool Balance (1.4%, 0.9%, 2.9%, 0.4% and 0.3% of the Group 1 Balance), except where otherwise noted. DSCR calculations are depicted net of the $2,500,000, $852,000, $11,700,000, $170,000 and $100,000, respectively, holdback reserves for each such Mortgage Loan. Accordingly the debt service coverage would be lower if the holdback reserves were included. The sum of aggregate percentage calculations may not equal 100% due to rounding. Debt service coverage ratio was calculated based on the net cash flow unless otherwise noted in this term sheet. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 8 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- [PIE CHART OMITTED] Retail 23.9% Office 22.7% Multifamily 17.2% Manufactured Housing 10.6% Mixed Use 9.4% Self Storage 7.5% Industrial 6.3% Hotel 1.3% Land 1.3% PROPERTY TYPE WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE % OF AVERAGE MIN/MAX AVERAGE MIN/MAX AVERAGE MORTGAGED CUT-OFF DATE INITIAL POOL UNDERWRITING UNDERWRITING CUT-OFF DATE CUT-OFF DATE MORTGAGE PROPERTY TYPE PROPERTIES BALANCE BALANCE DSCR DSCR LTV RATIO LTV RATIO RATE - ------------------------------------------------------------------------------------------------------------------------------------ Retail 31 $ 329,029,137 23.9% 1.36x 1.20x/1.88x 72.3% 46.6%/80.0% 5.776% Anchored 17 221,265,653 16.0 1.35x 1.20x/1.88x 72.5% 46.6%/80.0% 5.680% Shadow Anchored 10 85,066,681 6.2 1.33x 1.25x/1.61x 74.0% 57.2%/80.0% 5.985% Unanchored 4 22,696,802 1.6 1.53x 1.33x/1.68x 64.0% 54.2%/78.5% 5.932% Office 16 313,159,600 22.7 1.73x 1.24x/2.21x 61.3% 18.9%/79.6% 5.206% Multifamily 21 236,740,797 17.2 1.77x 1.20x/7.11x 60.7% 14.2%/80.0% 5.034% Manufactured Housing 17 145,485,896 10.6 1.28x 1.20x/1.74x 77.0% 67.8%/80.0% 5.201% Mixed Use 2 129,000,000 9.4 2.67x 2.38x/3.11x 48.4% 45.7%/52.5% 5.101% Self Storage 22 102,944,610 7.5 1.42x 1.26x/1.96x 68.8% 43.4%/75.3% 5.751% Industrial 9 86,314,029 6.3 1.38x 1.21x/1.86x 69.8% 53.6%/79.8% 5.397% Land 1 18,500,000 1.3 1.13x 1.13x/1.13x 81.5% 81.5%/81.5% 5.280% Hotel 2 17,750,000 1.3 1.61x 1.48x/1.64x 64.9% 63.5%/69.5% 5.765% - ------------------------------------------------------------------------------------------------------------------------------------ TOTAL/WTD AVERAGE 121 $1,378,924,068 100.0% 1.63x 1.13X/7.11x 65.7% 14.2%/81.5% 5.376% - ------------------------------------------------------------------------------------------------------------------------------------ * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 9 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- [MAP OMITTED] Massachusetts Georgia Hawaii Missouri 1 property 6 properties 1 property 2 properties $77,000,000 $43,357,665 $3,739,810 $39,440,467 5.6% of total 3.1% of total 0.3% of total 2.9% of total New Jersey Florida Arizona Illinois 4 properties 11 properties 4 properties 8 properties $30,963,391 $112,457,402 $42,016,152 $65,629,438 2.2% of total 8.2% of total 3.0% of total 4.8% of total Washington D.C. Alabama California Michigan 2 properties 2 properties 19 properties 1 property $50,500,000 $14,060,341 $263,211,465 $8,049,415 3.7% of total 1.0% of total 19.1% of total 0.6% of total Maryland Tennessee Nevada Indiana 6 properties 1 property 9 properties 2 properties $71,111,333 $5,610,000 $45,457,587 $13,573,966 5.2% of total 0.4% of total 3.3% of total 1.0% of total Virginia Louisiana Oregon Ohio 2 properties 2 properties 2 properties 5 properties $24,500,999 $13,936,745 $18,217,757 $66,959,973 1.8% of total 1.0% of total 1.3% of total 4.9% of total North Carolina Texas Washington Pennsylvania 1 property 12 properties 1 property 2 properties $2,900,000 $64,122,547 $3,766,031 $79,841,036 0.2% of total 4.7% of total 0.3% of total 5.8% of total South Carolina Oklahoma Colorado New York 2 properties 2 properties 3 properties 8 properties $17,758,419 $16,175,179 $17,238,971 $167,327,977 1.3% of total 1.2% of total 1.3% of total 12.1% of total (less than) 1.0% of Initial Pool Balance 1.0% - 5.0% of Initial Pool Balance 5.1% - 10.0% of Initial Pool Balance (greater than) 10.0% of Initial Pool Balance MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- PROPERTY LOCATION WEIGHTED WEIGHTED WEIGHTED NUMBER OF AGGREGATE AVERAGE AVERAGE AVERAGE MORTGAGED CUT-OFF DATE % OF INITIAL UNDERWRITING CUT-OFF DATE MORTGAGE STATES PROPERTIES BALANCE POOL BALANCE DSCR LTV RATIO RATE - -------------------------------------------------------------------------------------------------------------------------- California+ 19 $ 263,211,465 19.1% 1.86x 56.8% 5.212% - -------------------------------------------------------------------------------------------------------------------------- Northern 6 165,022,939 12.0 2.07x 53.0% 5.034% - -------------------------------------------------------------------------------------------------------------------------- Southern 13 98,188,527 7.1 1.50x 63.0% 5.512% - -------------------------------------------------------------------------------------------------------------------------- New York 8 167,327,977 12.1 2.57x 47.3% 4.880% - -------------------------------------------------------------------------------------------------------------------------- Florida 11 112,457,402 8.2 1.38x 73.1% 5.307% - -------------------------------------------------------------------------------------------------------------------------- Pennsylvania 2 79,841,036 5.8 1.26x 73.1% 5.771% - -------------------------------------------------------------------------------------------------------------------------- Massachusetts 1 77,000,000 5.6 2.38x 45.7% 5.399% - -------------------------------------------------------------------------------------------------------------------------- Maryland 6 71,111,333 5.2 1.24x 76.4% 6.092% - -------------------------------------------------------------------------------------------------------------------------- Ohio 5 66,959,973 4.9 1.38x 73.6% 5.334% - -------------------------------------------------------------------------------------------------------------------------- Illinois 8 65,629,438 4.8 1.22x 75.8% 5.452% - -------------------------------------------------------------------------------------------------------------------------- Texas 12 64,122,547 4.7 1.37x 74.5% 5.525% - -------------------------------------------------------------------------------------------------------------------------- District of Columbia 2 50,500,000 3.7 1.26x 74.5% 5.230% - -------------------------------------------------------------------------------------------------------------------------- Others 47 360,762,896 26.2 1.34x 72.7% 5.503% - -------------------------------------------------------------------------------------------------------------------------- TOTAL/WTD AVG 121 $1,378,924,068 100.0% 1.63x 65.7% 5.376% - -------------------------------------------------------------------------------------------------------------------------- - - THE MORTGAGED PROPERTIES ARE LOCATED THROUGHOUT 27 STATES AND THE DISTRICT OF COLUMBIA. * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. + Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 10 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS CUT-OFF DATE BALANCE ($) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- $1,150,630 -- $1,999,999 2 2,670,630 0.2 $2,000,000 -- $2,999,999 9 22,303,991 1.6 $3,000,000 -- $3,999,999 17 60,720,859 4.4 $4,000,000 -- $4,999,999 14 63,381,943 4.6 $5,000,000 -- $7,499,999 23 141,384,029 10.3 $7,500,000 -- $9,999,999 10 85,859,765 6.2 $10,000,000 -- $14,999,999 16 196,829,886 14.3 $15,000,000 -- $19,999,999 4 71,190,855 5.2 $20,000,000 -- $29,999,999 7 171,253,879 12.4 $30,000,000 -- $49,999,999 3 101,887,198 7.4 $50,000,000 -- $99,999,999 5 324,441,036 23.5 $100,000,000 -- $137,000,000 1 137,000,000 9.9 - -------------------------------------------------------------------------------- TOTAL 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: $1,150,630 Max: $137,000,000 Average: $12,422,739 STATE - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGED CUT-OFF DATE % OF PROPERTIES BALANCE ($) POOL - -------------------------------------------------------------------------------- California+ 19 263,211,465 19.1 Northern 6 165,022,939 12.0 Southern 13 98,188,527 7.1 New York 8 167,327,977 12.1 Florida 11 112,457,402 8.2 Pennsylvania 2 79,841,036 5.8 Massachusetts 1 77,000,000 5.6 Maryland 6 71,111,333 5.2 Ohio 5 66,959,973 4.9 Illinois 8 65,629,438 4.8 Texas 12 64,122,547 4.7 District of Columbia 2 50,500,000 3.7 Others 47 360,762,896 26.2 - -------------------------------------------------------------------------------- TOTAL: 121 1,378,924,068 100.0 - -------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGED CUT-OFF DATE % OF PROPERTIES BALANCE ($) POOL - -------------------------------------------------------------------------------- Retail 31 329,029,137 23.9 Anchored 17 221,265,653 16.0 Shadow Anchored 10 85,066,681 6.2 Unanchored 4 22,696,802 1.6 Office 16 313,159,600 22.7 Multifamily 21 236,740,797 17.2 Manufactured Housing 17 145,485,896 10.6 Mixed Use 2 129,000,000 9.4 Self Storage 22 102,944,610 7.5 Industrial 9 86,314,029 6.3 Land 1 18,500,000 1.3 Hotel 2 17,750,000 1.3 - -------------------------------------------------------------------------------- TOTAL: 121 1,378,924,068 100.0 - -------------------------------------------------------------------------------- MORTGAGE RATE (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- 4.660% -- 4.749% 2 56,240,000 4.1 4.750% -- 4.999% 13 385,655,426 28.0 5.000% -- 5.249% 11 128,168,229 9.3 5.250% -- 5.499% 8 182,226,586 13.2 5.500% -- 5.749% 40 287,112,112 20.8 5.750% -- 5.999% 26 237,493,901 17.2 6.000% -- 6.249% 9 51,027,815 3.7 6.250% -- 6.280% 2 51,000,000 3.7 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: 4.660% Max: 6.280% Wtd Avg: 5.376% ORIGINAL TERM TO STATED MATURITY (MOS) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- 60 -- 83 25 407,349,125 29.5 84 -- 99 18 332,587,725 24.1 100 -- 120 65 599,687,218 43.5 121 -- 179 1 13,600,000 1.0 180 2 25,700,000 1.9 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: 60 Max: 180 Wtd Avg: 95 REMAINING TERM TO STATED MATURITY (MOS) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- 51 -- 59 20 291,609,125 21.1 60 -- 79 5 115,740,000 8.4 80 -- 99 18 332,587,725 24.1 100 -- 119 58 501,342,218 36.4 120 -- 139 8 111,945,000 8.1 160 -- 180 2 25,700,000 1.9 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: 51 Max: 180 Wtd Avg: 93 PREPAYMENT PROVISION SUMMARY - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- Lockout/Defeasance/Open 95 1,256,315,215 91.1 Lockout/Yield Maintenance/ Open 16 122,608,853 8.9 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- CUT-OFF DATE LOAN-TO-VALUE RATIO (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- 14.2% -- 29.9% 2 6,650,630 0.5 30.0% -- 49.9% 5 330,662,779 24.0 50.0% -- 59.9% 8 112,566,270 8.2 60.0% -- 64.9% 8 67,622,669 4.9 65.0% -- 69.9% 17 133,358,830 9.7 70.0% -- 74.9% 26 254,040,718 18.4 75.0% -- 79.9% 36 381,882,174 27.7 80.0% -- 81.5% 9 92,140,000 6.7 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: 14.2% Max: 81.5% Wtd Avg: 65.7% LOAN-TO-VALUE RATIO AT MATURITY (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- 12.0% -- 24.9% 3 31,464,020 2.3 25.0% -- 49.9% 11 380,666,567 27.6 50.0% -- 59.9% 24 213,572,082 15.5 60.0% -- 64.9% 27 212,637,234 15.4 65.0% -- 69.9% 23 201,483,706 14.6 70.0% -- 74.9% 19 308,520,458 22.4 75.0% -- 80.0% 4 30,580,000 2.2 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: 12.0% Max: 80.0% Wtd Avg: 58.8% DEBT SERVICE COVERAGE RATIOS (x) - -------------------------------------------------------------------------------- NO. OF AGGREGATE MORTGAGE CUT-OFF DATE % OF LOANS BALANCE ($) POOL - -------------------------------------------------------------------------------- 1.13x -- 1.19x 2 23,250,000 1.7 1.20x -- 1.24x 21 305,240,459 22.1 1.25x -- 1.29x 20 200,354,371 14.5 1.30x -- 1.34x 14 93,828,052 6.8 1.35x -- 1.39x 14 124,181,464 9.0 1.40x -- 1.49x 14 140,238,874 10.2 1.50x -- 1.59x 9 45,128,340 3.3 1.60x -- 1.69x 6 46,093,198 3.3 1.70x -- 1.79x 1 1,520,000 0.1 1.80x -- 1.89x 3 30,954,011 2.2 1.90x -- 1.99x 2 6,635,298 0.5 2.00x -- 2.99x 3 304,000,000 22.0 3.00x -- 7.11x 2 57,500,000 4.2 - -------------------------------------------------------------------------------- TOTAL: 111 1,378,924,068 100.0 - -------------------------------------------------------------------------------- Min: 1.13x Max: 7.11x Wtd Avg: 1.63x * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. + Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 11 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- LOAN GROUP 1 CHARACTERISTICS CUT-OFF DATE BALANCE ($) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- $1,150,630 -- $1,999,999 2 2,670,630 0.2 $2,000,000 -- $2,999,999 9 22,303,991 2.0 $3,000,000 -- $3,999,999 15 53,325,312 4.7 $4,000,000 -- $4,999,999 11 49,589,609 4.4 $5,000,000 -- $7,499,999 17 104,486,816 9.2 $7,500,000 -- $9,999,999 8 69,141,345 6.1 $10,000,000 -- $14,999,999 13 162,279,886 14.3 $15,000,000 -- $19,999,999 3 53,748,573 4.7 $20,000,000 -- $29,999,999 6 146,440,488 12.9 $30,000,000 -- $49,999,999 3 101,887,198 9.0 $50,000,000 -- $99,999,999 4 234,441,036 20.6 $100,000,000 -- $137,000,000 1 137,000,000 12.0 - -------------------------------------------------------------------------------- TOTAL 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: $1,150,630 Max: $137,000,000 Average: $12,362,118 STATE - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGED CUT-OFF DATE LOAN PROPERTIES BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- California+ 19 263,211,465 23.1 Northern 6 165,022,939 14.5 Southern 13 98,188,527 8.6 Florida 11 112,457,402 9.9 Pennsylvania 2 79,841,036 7.0 Massachusetts 1 77,000,000 6.8 New York 6 71,827,977 6.3 Maryland 6 71,111,333 6.3 Ohio 4 57,819,973 5.1 District of Columbia 2 50,500,000 4.4 Missouri 2 39,440,467 3.5 Georgia 5 36,970,731 3.3 Others 43 277,134,497 24.4 - -------------------------------------------------------------------------------- TOTAL: 101 1,137,314,883 100.0 - -------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGED CUT-OFF DATE LOAN PROPERTIES BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- Retail 31 329,029,137 28.9 Anchored 17 221,265,653 19.5 Shadow Anchored 10 85,066,681 7.5 Unanchored 4 22,696,802 2.0 Office 16 313,159,600 27.5 Mixed Use 2 129,000,000 11.3 Manufactured Housing 12 105,214,790 9.3 Self Storage 22 102,944,610 9.1 Industrial 9 86,314,029 7.6 Multifamily 6 35,402,718 3.1 Land 1 18,500,000 1.6 Hotel 2 17,750,000 1.6 - -------------------------------------------------------------------------------- TOTAL: 101 1,137,314,883 100.0 - -------------------------------------------------------------------------------- MORTGAGE RATE (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- 4.660% -- 4.749% 1 52,000,000 4.6 4.750% -- 4.999% 8 247,306,488 21.7 5.000% -- 5.249% 9 116,434,441 10.2 5.250% -- 5.499% 7 175,750,096 15.5 5.500% -- 5.749% 33 247,894,424 21.8 5.750% -- 5.999% 23 195,901,619 17.2 6.000% -- 6.249% 9 51,027,815 4.5 6.250% -- 6.280% 2 51,000,000 4.5 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: 4.660% Max: 6.280% Wtd Avg: 5.426% ORIGINAL TERM TO STATED MATURITY (MOS) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- 60 -- 83 16 266,744,755 23.5 84 -- 99 16 320,853,936 28.2 100 -- 120 58 515,916,192 45.4 121 -- 179 1 13,600,000 1.2 180 1 20,200,000 1.8 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: 60 Max: 180 Wtd Avg: 97 REMAINING TERM TO STATED MATURITY (MOS) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- 51 -- 59 13 245,244,755 21.6 60 -- 79 3 21,500,000 1.9 80 -- 99 16 320,853,936 28.2 110 -- 119 52 420,971,192 37.0 120 -- 139 7 108,545,000 9.5 160 -- 178 1 20,200,000 1.8 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: 51 Max: 178 Wtd Avg: 95 PREPAYMENT PROVISION SUMMARY - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- Lockout/Defeasance/Open 77 1,018,701,576 89.6 Lockout/Yield Maintenance /Open 15 118,613,307 10.4 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- CUT-OFF DATE LOAN-TO-VALUE RATIO (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- 18.9% -- 29.9% 1 1,150,630 0.1 30.0% -- 49.9% 4 240,662,779 21.2 50.0% -- 59.9% 7 87,752,880 7.7 60.0% -- 64.9% 8 67,622,669 5.9 65.0% -- 69.9% 17 133,358,830 11.7 70.0% -- 74.9% 21 208,711,946 18.4 75.0% -- 79.9% 28 326,095,151 28.7 80.0% -- 81.5% 6 71,960,000 6.3 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: 18.9% Max: 81.5% Wtd Avg: 66.8% LOAN-TO-VALUE RATIO AT MATURITY (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- 16.0% -- 24.9% 1 1,150,630 0.1 25.0% -- 49.9% 10 290,666,567 25.6 50.0% -- 59.9% 24 213,572,082 18.8 60.0% -- 64.9% 23 171,816,533 15.1 65.0% -- 69.9% 18 165,136,494 14.5 70.0% -- 74.1% 16 294,972,577 25.9 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: 16.0% Max: 74.1% Wtd Avg: 59.9% DEBT SERVICE COVERAGE RATIOS (x) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 1 - -------------------------------------------------------------------------------- 1.13x -- 1.19x 2 23,250,000 2.0 1.20x -- 1.24% 13 212,405,963 18.7 1.25x -- 1.29x 17 181,043,648 15.9 1.30x -- 1.34x 11 76,399,633 6.7 1.35x -- 1.39x 13 120,781,464 10.6 1.40x -- 1.49x 12 127,103,327 11.2 1.50x -- 1.59x 9 45,128,340 4.0 1.60x -- 1.69x 6 46,093,198 4.1 1.70x -- 1.79x 1 1,520,000 0.1 1.80x -- 1.89x 3 30,954,011 2.7 1.90x -- 1.99x 2 6,635,298 0.6 2.00x -- 2.99x 2 214,000,000 18.8 3.00x -- 3.11x 1 52,000,000 4.6 - -------------------------------------------------------------------------------- TOTAL: 92 1,137,314,883 100.0 - -------------------------------------------------------------------------------- Min: 1.13x Max: 3.11x Wtd Avg: 1.61x * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. + Northern California properties have a zip code greater than or equal to 93600. Southern California properties have a zip code less than 93600. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 12 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- LOAN GROUP 2 CHARACTERISTICS CUT-OFF DATE BALANCE ($) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- $3,400,000 -- $3,999,999 2 7,395,547 3.1 $4,000,000 -- $4,999,999 3 13,792,334 5.7 $5,000,000 -- $7,499,999 6 36,897,213 15.3 $7,500,000 -- $9,999,999 2 16,718,419 6.9 $10,000,000 -- $14,999,999 3 34,550,000 14.3 $15,000,000 -- $19,999,999 1 17,442,282 7.2 $20,000,000 -- $29,999,999 1 24,813,391 10.3 $50,000,000 -- $90,000,000 1 90,000,000 37.3 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min: $3,400,000 Max: $90,000,000 Average: $12,716,273 STATE - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGED CUT-OFF DATE LOAN PROPERTIES BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- New York 2 95,500,000 39.5 Illinois 5 40,271,106 16.7 Texas 4 30,385,547 12.6 New Jersey 2 24,813,391 10.3 Nevada 1 12,400,000 5.1 Ohio 1 9,140,000 3.8 South Carolina 1 7,578,419 3.1 Georgia 1 6,386,934 2.6 Arizona 1 6,123,788 2.5 Tennessee 1 5,610,000 2.3 Alabama 1 3,400,000 1.4 - -------------------------------------------------------------------------------- TOTAL/WEIGHTED AVERAGE: 20 241,609,185 100.0 - -------------------------------------------------------------------------------- PROPERTY TYPE - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGED CUT-OFF DATE LOAN PROPERTIES BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- Multifamily 15 201,338,079 83.3 Manufactured Housing 5 40,271,106 16.7 - -------------------------------------------------------------------------------- TOTAL/WEIGHTED AVERAGE 20 241,609,185 100.0 - -------------------------------------------------------------------------------- MORTGAGE RATE (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- 4.740% -- 4.749% 1 4,240,000 1.8 4.750% -- 4.999% 5 138,348,937 57.3 5.000% -- 5.249% 2 11,733,788 4.9 5.250% -- 5.499% 1 6,476,490 2.7 5.500% -- 5.749% 7 39,217,687 16.2 5.750% -- 5.827% 3 41,592,282 17.2 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min: 4.740% Max: 5.827% Wtd Avg: 5.141% ORIGINAL TERM TO STATED MATURITY (MOS) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- 60 -- 83 9 140,604,371 58.2 84 -- 99 2 11,733,788 4.9 100 -- 120 7 83,771,026 34.7 180 1 5,500,000 2.3 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min: 60 Max: 180 Wtd Avg: 85 REMAINING TERM TO STATED MATURITY (MOS) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- 56 -- 59 7 46,364,371 19.2 60 -- 79 2 94,240,000 39.0 80 -- 99 2 11,733,788 4.9 110 -- 119 6 80,371,026 33.3 120 -- 139 1 3,400,000 1.4 160 -- 180 1 5,500,000 2.3 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min: 56 Max: 180 Wtd Avg: 83 PREPAYMENT PROVISION SUMMARY - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- Lockout/Defeasance/Open 18 237,613,639 98.3 Lockout/Yield Maintenance/ Open 1 3,995,547 1.7 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- CUT-OFF DATE LOAN-TO-VALUE RATIO (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- 14.2% -- 29.9% 1 5,500,000 2.3 30.0% -- 49.9% 1 90,000,000 37.3 50.0% -- 59.9% 1 24,813,391 10.3 70.0% -- 74.9% 5 45,328,772 18.8 75.0% -- 79.9% 8 55,787,022 23.1 80.0% -- 80.0% 3 20,180,000 8.4 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min: 14.2% Max: 80.0% Wtd Avg: 60.4% LOAN-TO-VALUE RATIO AT MATURITY (%) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- 12.0% -- 24.9% 2 30,313,391 12.5 25.0% -- 49.9% 1 90,000,000 37.3 60.0% -- 64.9% 4 40,820,701 16.9 65.0% -- 69.9% 5 36,347,213 15.0 70.0% -- 74.9% 3 13,547,881 5.6 75.0% -- 80.0% 4 30,580,000 12.7 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min: 12.0% Max: 80.0% Wtd Avg: 53.5% DEBT SERVICE COVERAGE RATIOS (x) - -------------------------------------------------------------------------------- NO. OF AGGREGATE % OF MORTGAGE CUT-OFF DATE LOAN LOANS BALANCE ($) GROUP 2 - -------------------------------------------------------------------------------- 1.20x -- 1.24x 8 92,834,497 38.4 1.25x -- 1.29x 3 19,310,723 8.0 1.30x -- 1.34x 3 17,428,419 7.2 1.35x -- 1.39x 1 3,400,000 1.4 1.40x -- 1.49x 2 13,135,547 5.4 2.00x -- 2.99x 1 90,000,000 37.3 3.00x -- 7.11x 1 5,500,000 2.3 - -------------------------------------------------------------------------------- TOTAL/WTD AVG 19 241,609,185 100.0 - -------------------------------------------------------------------------------- Min:1.20x Max: 7.11x Wtd Avg: 1.75x * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. The sum of aggregate percentage calculations may not equal 100% due to rounding. Debt service coverage ratio was calculated based on the net cash flow unless otherwise noted in this term sheet. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 13 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- MORTGAGE POOL CHARACTERISTICS AS OF THE CUT-OFF DATE* - -------------------------------------------------------------------------------- PREPAYMENT PROVISION BASED ON OUTSTANDING PRINCIPAL BALANCE PREPAYMENT PROVISIONS(1) NOV-04 NOV-05 NOV-06 - -------------------------------------------------------------------------------------- Lockout/Defeasance 100.00% 97.61% 95.59% Yield Maintenance(2) 0.00% 2.39% 4.41% Open 0.00% 0.00% 0.00% - -------------------------------------------------------------------------------------- Total 100.00% 100.00% 100.00% - -------------------------------------------------------------------------------------- Total Beginning Balance (in millions) $ 1,378.92 $ 1,370.93 $ 1,359.83 Percent of Mortgage Pool Balance(3) 100.00% 99.42% 98.62% - -------------------------------------------------------------------------------------- PREPAYMENT PROVISIONS(1) NOV-07 NOV-08 NOV-09 NOV-10 - -------------------------------------------------------------------------------------------------- Lockout/Defeasance 93.50% 91.54% 93.52% 93.53% Yield Maintenance(2) 6.50% 8.46% 6.48% 6.47% Open 0.00% 0.00% 0.00% 0.00% - -------------------------------------------------------------------------------------------------- Total 100.00% 100.00% 100.00% 100.00% - -------------------------------------------------------------------------------------------------- Total Beginning Balance (in millions) $ 1,345.15 $ 1,328.60 $ 918.45 $ 903.19 Percent of Mortgage Pool Balance(3) 97.55% 96.35% 66.61% 65.50% - -------------------------------------------------------------------------------------------------- PREPAYMENT PROVISIONS(1) NOV-11 NOV-12 NOV-13 - -------------------------------------------------------------------- Lockout/Defeasance 90.90% 90.86% 90.82% Yield Maintenance(2) 7.78% 7.82% 7.85% Open 1.32% 1.32% 1.33% - -------------------------------------------------------------------- Total 100.00% 100.00% 100.00% - -------------------------------------------------------------------- Total Beginning Balance (in millions) $ 572.54 $ 559.40 $ 545.41 Percent of Mortgage Pool Balance(3) 41.52% 40.57% 39.55% - -------------------------------------------------------------------- PREPAYMENT PROVISIONS(1) NOV-14 NOV-15 NOV-16 NOV-17 NOV-18 - --------------------------------------------------------------------------------------------- Lockout/Defeasance 100.00% 100.00% 100.00% 100.00% 100.00% Yield Maintenance(2) 0.00% 0.00% 0.00% 0.00% 0.00% Open 0.00% 0.00% 0.00% 0.00% 0.00% - --------------------------------------------------------------------------------------------- Total 100.00% 100.00% 100.00% 100.00% 100.00% - --------------------------------------------------------------------------------------------- Total Beginning Balance (in millions) $ 23.41 $ 22.95 $ 22.46 $ 21.95 $ 21.40 Percent of Mortgage Pool Balance(3) 1.70% 1.66% 1.63% 1.59% 1.55% - --------------------------------------------------------------------------------------------- (1) Prepayment provisions in effect as a percentage of outstanding loan balances as of the indicated date assuming no prepayments on the Mortgage Loans. (2) As of the Cut-off Date, 16 Mortgage Loans, representing 8.9% of the Initial Pool Balance (10.4% of the Group 1 Balance and 1.7% of the Group 2 Balance), are subject to yield maintenance prepayment provisions after the lock-out period. The remaining Mortgage Loans, representing 91.1% of the Initial Pool Balance (89.6% of the Group 1 Balance and 98.3% of the Group 2 Balance), are subject to defeasance after an initial restriction period. (3) As of the Cut-off Date. * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. The sum of aggregate percentage calculations may not equal 100% due to rounding. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 14 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- TEN LARGEST MORTGAGE LOANS OR CROSSED POOLS* - -------------------------------------------------------------------------------- The following table and summaries describe the ten largest Mortgage Loans or Crossed Pools in the Mortgage Pool by Cut-off Date Balance: TEN LARGEST MORTGAGE LOANS OR CROSSED POOLS BY CUT-OFF DATE BALANCE* % OF % OF CUT-OFF INITIAL APPLICABLE DATE LOAN POOL LOAN LOAN NAME BALANCE GROUP BALANCE GROUP - --------- --------------- ------- --------- ------------ Bank of America Center ......... $137,000,000 1 9.9% 12.0% Ocean Residences ............... 90,000,000 2 6.5 37.3% Charles Square ................. 77,000,000 1 5.6 6.8% Simon -- Cheltenham Square Mall ........................... 54,941,036 1 4.0 4.8% Rentar Plaza ................... 52,000,000 1 3.8 4.6% Congressional Village & Jefferson at Congressional (Land)(1) ...................... 51,000,000 1 3.7 4.5% ICG Portfolio .................. 50,500,000 1 3.7 4.4% Sun Communities Portfolio 4 & Southfork(1) ..... 40,980,542 1 3.0 3.6% Sun Communities Portfolio 13 & Bonita Lake(1) ........................ 38,007,198 1 2.8 3.3% Corporate Center ............... 32,900,000 1 2.4 2.9% ------------ ---- TOP TEN LOANS WTD AVG: ......... $624,328,776 45.3% ============ ==== CUT-OFF LTV PROPERTY DATE LTV RATIO UNDERWRITTEN MORTGAGE LOAN NAME TYPE RATIO AT MATURITY DSCR RATE - --------- --------------------- ---------- ------------- -------------- ----------- Bank of America Center ......... Office 49.3% 49.3% 2.21x 4.867% Ocean Residences ............... Multifamily 42.9% 42.9% 2.22x 4.797% Charles Square ................. Mixed Use 45.7% 43.0% 2.38x 5.399% Simon -- Cheltenham Square Mall ........................... Retail 76.8% 71.9% 1.22x 5.890% Rentar Plaza ................... Mixed Use 52.5% 52.5% 3.11x 4.660% Congressional Village & Jefferson at Congressional (Land)(1) ...................... Retail/Land 76.5% 66.9% 1.19x 6.280% ICG Portfolio .................. Office 74.5% 70.3% 1.26x 5.230% Sun Communities Manufactured Housing Portfolio 4 & Southfork(1) ..... Communities 79.3% 73.2% 1.40x 4.931% Sun Communities Portfolio 13 & Bonita Manufactured Housing Lake(1) ........................ Communities 78.5% 72.5% 1.25x 4.931% Corporate Center ............... Office 70.0% 66.2% 1.41x 5.470% TOP TEN LOANS WTD AVG: ......... 59.7% 56.9% 1.90x 5.180% * The general (*) footnote under the "GENERAL CHARACTERISTICS" table on page 8 to this term sheet also applies to this table. (1) For crossed pools, the information is the sum or average of the information for the mortgage loans in the crossed pool. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 15 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 16 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: BofA NOTE A-3 ORIGINAL PRINCIPAL BALANCE: $137,000,000 FIRST PAYMENT DATE: October 1, 2004 TERM/AMORTIZATION: 84/0 months INTEREST ONLY PERIOD: 84 months MATURITY DATE: September 1, 2011 NOTE A-3 EXPECTED MATURITY BALANCE: $137,000,000 BORROWING ENTITY: 555 California Owners LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 80 payments Open: 4 payments UP-FRONT RESERVES: TAX RESERVE: Yes IMMEDIATE REPAIR RESERVE: $389,250 REPLACEMENT RESERVE: $6,175,000 TI/LC RESERVE: $10,000,000 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $40,856 TI/LC RESERVE: $148,566 LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $520,000,000 WHOLE LOAN CUT-OFF DATE BALANCE (EXCLUDING SUBORDINATE COMPONENT): $417,000,000 NOTE A-3 CUT-OFF DATE BALANCE: $137,000,000 SHADOW RATING (S&P/MOODY'S): AAA/A3 WHOLE LOAN WHOLE LOAN (EXCLUDING (INCLUDING NOTE A-1 NOTE A-1 SUBORDINATE SUBORDINATE COMPONENT)(1) COMPONENT)(1) -------- ------------ CUT-OFF DATE LTV: 49.3% 61.5% MATURITY DATE LTV: 49.3% 61.5% UNDERWRITTEN DSCR(2): 2.21x(3) 1.73x(4) MORTGAGE RATE(5): 4.867% 5.080% - -------------------------------------------------------------------------------- (1) The subordinate component is subordinate to note A-1 senior component and note A-2 (which are not part of trust fund) as well as note A-3). (2) DSCR figures based on net cash flow unless otherwise noted. (3) The loan is interest only for its entire term. If debt service had been calculated on such interest only payments, the resulting underwritten DSCR would have been approximately 2.84x. Interest was calculated on a 30/360 amortization basis even though the Whole Loan is an Actual/360 Mortgage Loan. (4) The loan is interest only for its entire term. If debt service had been calculated on such interest only payments, the resulting underwritten DSCR would have been approximately 2.18x. Interest was calculated on a 30/360 amortization basis even though the Whole Loan is an Actual/360 Mortgage Loan. (5) The interest rate was rounded to three decimals. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB-TYPE: CBD LOCATION: San Francisco, CA YEAR BUILT/RENOVATED: 1921, 1969, 1971/NA NET RENTABLE SQUARE FEET: 1,780,748 CUT-OFF BALANCE PER SF: $234(a) OCCUPANCY AS OF 7/1/04: 94.2% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Shorenstein Realty Services, L.P. U/W NET CASH FLOW: $58,464,169 APPRAISED VALUE: $845,000,000(b) - -------------------------------------------------------------------------------- (a) Based on aggregate principal balance of $417,000,000 (the original whole loan excluding the subordinate portion of note A-1). (b) The as stabilized value is expected to be $862,000,000 as of September 1, 2005. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 17 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- FULL YEAR FULL YEAR FULL YEAR UNDERWRITTEN (12/31/03) (12/31/02) (12/31/01) ------------------- ---------------- ----------------- ---------------- Effective Gross Income ............. $95,289,720 $93,715,964 $100,886,419 $95,344,572 Total Expenses ..................... $33,245,580 $33,784,205 $34,753,431 $35,525,900 Net Operating Income (NOI) ......... $62,044,140 $59,931,759 $66,132,988 $59,818,672 Cash Flow (CF) ..................... $58,464,169 $59,931,759 $66,132,988 $59,818,672 DSCR on NOI(1) ..................... 2.34x 2.27x 2.50x 2.26x DSCR on CF(1) ...................... 2.21x(2) 2.27x 2.50x 2.26x (1) Based on aggregate principal balance of $417,000,000 (the original whole loan excluding the subordinate portion of note A-1). (2) The loan is interest only for its entire term. If debt service had been calculated on such interest only payments, the resulting underwritten DSCR would have been approximately 2.84x. Interest was calculated on a 30/360 amortization basis even though the Whole Loan is an Actual/360 Mortgage Loan. - -------------------------------------------------------------------------------- TENANT INFORMATION - -------------------------------------------------------------------------------- RATINGS TENANT % OF POTENTIAL % POTENTIAL LEASE S&P/MOODY'S TOTAL SF TOTAL SF RENT PSF RENT RENT EXPIRATION TOP TENANTS(1) ------------- ---------- ---------- ---------- -------------- ------------- ------------------- Bank of America, N.A. ......... A+/Aa2 662,524 37.2% $ 41.59 $27,555,388 34.0% 9/30/2015(2) Goldman, Sachs & Co. .......... A+/Aa3 90,504 5.1 $ 60.83 5,505,581 6.8 8/31/2010 Morgan Stanley & Co. .......... A+/Aa3 85,347 4.8 $ 65.88 5,622,943 6.9 10/31/2011 ------- ---- ----------- ---- TOTAL ......................... 838,375 47.1% $38,683,911 47.7% (1) Information obtained from Underwritten Rent Roll except for Ratings (S&P/Moody's) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % of Potential Rent include base rent only and exclude common area maintenance expense and reimbursement. Interest was calculated on a 30/360 amortization basis even though the Whole Loan is an Actual/360 Mortgage Loan. (2) Excluding one lease for 3,480 square feet representing 0.5% of the total Bank of America leased space. - -------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - -------------------------------------------------------------------------------- # OF LEASES % TOTAL CUMULATIVE CUMULATIVE BASE RENT EXPIRING(2) EXPIRING SF SF TOTAL SF % TOTAL SF EXPIRING YEAR OF EXPIRATION(1) ------------- ------------- ------------- ------------ ------------ ------------- 2004 ................. 16 14,689 0.8% 14,689 0.8% $ 586,656 2005 ................. 19 68,810 3.9 83,499 4.7% $ 3,590,832 2006 ................. 25 201,448 11.3(3) 284,947 16.0% $11,717,624 2007 ................. 6 87,061 4.9 372,008 20.9% $ 4,028,880 2008 ................. 7 52,236 2.9 424,244 23.8% $ 2,631,923 2009 ................. 19 116,600 6.5 540,844 30.3% $ 3,843,736 2010 ................. 12 137,126 7.7 677,970 38.0% $ 8,943,889 2011 ................. 7 121,002 6.8 798,972 44.8% $ 9,635,731 2013 ................. 4 64,516 3.6 863,488 48.4% $ 3,132,905 2014 ................. 1 24,817 1.4 888,305 49.8% $ 992,680 2015 ................. 24 736,283 41.3 1,624,588 91.1% $30,505,894 2016 ................. 4 48,281 2.7 1,672,869 93.8% $ 1,420,949 Vacant ............... 111,178 6.2 1,784,047 100.0% -- ------- ------- TOTAL ................ 144 1,784,047 100.0% (1) Information obtained from Underwritten Rent Roll. (2) For purposes of this column, each leased tenant space was considered a separate lease even if multiple tenant spaces were covered under the same lease. (3) Shearman and Sterling is currently on the Rent Roll for 46,275 square feet of this space. Sidley Austin Brown & Wood has signed a lease for such square footage after Shearman and Sterling vacates. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 18 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- At underwriting the Bank of America Center Mortgaged Property was 94.2% occupied by a total of 35 office tenants at an average lease rate of $48 per square foot and 11 retail tenants at an average lease rate of $47 per square foot. At underwriting the four largest tenants, representing 51.3% of total net rentable area, were: o Bank of America Corporation (Rated "A+" by S&P and "Aa2" by Moody's), a diversified global financial services company, occupies 662,524 square feet (37.2%) under various leases generally expiring in September 2015. Incorporated in 1968 and headquartered in Charlotte, North Carolina, Bank of America Corporation operates through its banking and non-banking subsidiaries as a provider of financial services and products throughout the United States and in selected international markets. Bank of America Corporation manages its operations through four business segments: Consumer and Commercial Banking, Asset Management, Global Corporate and Investment Banking and Equity Investments. On October 27, 2003, Bank of America Corporation and FleetBoston Financial Corporation, a diversified financial services company, signed an agreement and plan of merger. The merger closed in April 2004. For the year ended December 31, 2003, Bank of America Corporation reported revenues of $49.0 billion and net income of $10.8 billion. As of June 30, 2004, the company reported total assets of $1.0 trillion and stockholders' equity of $95.8 billion. The subject spaces have various uses, including general office and a bank branch. o The Goldman Sachs Group, Inc. (Rated "A+" by S&P and "Aa3" by Moody's), a global investment banking, securities and investment management firm, leases 90,504 square feet (5.1%) under various leases expiring in August 2010. Founded in 1869 and headquartered in New York, New York, The Goldman Sachs Group, Inc. provides a range of services worldwide to a diversified client base that includes corporations, financial institutions, governments and high-net-worth individuals. As of November 28, 2003, it operated offices in over 20 countries. The company's activities are divided into three segments: Investment Banking; Trading and Principal Investments; and Asset Management and Securities Services. For the fiscal year ended November 28, 2003, The Goldman Sachs Group, Inc. reported revenues of $23.6 billion and net income of $3.0 billion. As of May 28, 2004, the company reported total assets of $467.9 billion and stockholders' equity of $23.2 billion. The subject location serves as general office space for the company. o Morgan Stanley (Rated "A+" by S&P and "Aa3" by Moody's), a global financial services firm, occupies 85,347 square feet (4.8%) under various leases expiring in October 2011 and December 2013. Established in 1935 and headquartered in New York, New York, Morgan Stanley operates in four business segments: Institutional Securities, Individual Investor Group, Investment Management and Credit Services. For the fiscal year ended November 30, 2003, Morgan Stanley reported revenues of $34.9 billion and net income of $3.8 billion. As of May 31, 2004, the company reported total assets of $729.5 billion and stockholders' equity of $27.0 billion. The subject location serves as general office space for the company. o Ernst & Young (Not Rated) one of the "Big Four" global accounting firms, occupies 77,678 square feet (4.4%) under various leases expiring in December 2006. Established in 1989 (with predecessor firms founded in 1903 and 1906) and headquartered in New York, New York, Ernst & Young provides a range of services, including accounting and auditing, tax reporting and operations, tax advisory, business risk services, technology and security risk services, transaction advisory and human capital services. Globally, Ernst & Young focuses on seven major industry groups: financial services; technology, communications and entertainment; energy, chemicals and utilities; industrial products; retailing and consumer products; health sciences; and real estate, hospitality and construction. Ernst & Young reported over $13 billion in revenues in fiscal year 2003 and employs 103,000 people in over 140 countries around the world. The subject location serves as general office space for the firm. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 19 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Bank of America Center Mortgage Loan is secured by a first mortgage on a 1,780,748 square foot Class A central business district office complex located in San Francisco, California. o The Bank of America Center Mortgage Loan, also referred to as the "note A-3" for purposes of this discussion, has a principal balance of $137,000,000 as of the cut-off date (shadow rated "AAA" by S&P and "A3" by Moody's, respectively), is pari passu with a $150,000,000 senior portion of a $253,000,000 note A-1 and with a $130,000,000 note A-2. The other senior notes (the $150,000,000 senior portion of the note A-1 and the note A-2) have the same interest rate, maturity date and amortization term as the Bank of America Center Mortgage Loan and are held outside of the trust. The remaining $103,000,000 of the note A-1 balance (the note A-1 junior portion) is subordinate to the senior portion of the note A-1, the entire note A-2 and the entire note A-3. THE BORROWER: o The borrower, 555 California Owners LLC (the "Bank of America Center Borrower"), is a single-purpose, bankruptcy-remote entity with two independent directors, for which the Bank of America Center Borrower's legal counsel has delivered a non-consolidation opinion at loan closing. The Bank of America Center Borrower is owned 100% in succession by five mezzanine ownership entities (555 California Mezz-1 LLC, 555 California Mezz-2 LLC, 555 California Mezz-3 LLC, 555 California Mezz-4 LLC, and 555 California Mezz-5 LLC, respectively), each a Delaware limited liability company. 555 California Street LLC is owned: 2% by two entities, Shorenstein Capital 555 LLC and Shorenstein 555 California LLC, controlled and owned by Shorenstein Company LLC; and 98% owned by two entities, Giants Equities LLC and Warrior Equities LLC, controlled by Mark Karasick, a borrower principal, and wholly owned by Mark Karasick, IPC (US), Inc. ("IPC"), and certain other investors. David Yisrael is also a borrower principal. o Mark Karasick has been a New York City-based real estate syndicator for the past 15 years. Initially, he was a developer in New York State's Orange and Dutchess Counties. During the past eight years, Mr. Karasick has principaled numerous real estate transactions as both a syndicator and a managing member of various limited liability companies. Mr. Karasick has typically acquired properties or mortgages with a current yield, located primarily in New York and New Jersey. In addition, Mr. Karasick has real estate holdings outside the New York/New Jersey/Connecticut tri-state area such as the 430,000 square foot IBM office building in Hato Rey, Puerto Rico. Acquisitions during the past five years include properties totaling more than eight million square feet. o IPC is a subsidiary of the Toronto, Canada-based IPC US REIT. IPC US REIT beneficially owns an 89.0% economic interest in IPC (US), Inc. IPC has ownership interests in, and manages, 32 buildings in the United States (26 office and six retail) containing a total of 7.6 million square feet of rentable space. o As a San Francisco-based private owner and operator of Class A office buildings in the United States with a portfolio of more than 17 million square feet, Shorenstein Company LLC, through its affiliates, has owned and managed the Bank of America Center Mortgaged Property for over 15 years. THE PROPERTY: o The collateral for the Bank of America Center Mortgage Loan consists of the fee simple interest in a 1,780,748 square foot Class A central business district office complex. The collateral is comprised of three buildings: (1) 555 California Street, a 1,488,619 square foot, 52-story Class A office building with retail constructed in 1969; (2) 315 Montgomery Street, a 228,160 square foot, 16-story Class B office building with street level retail constructed in 1921; and (3) 345 Montgomery Street, a 63,969 square foot, two-story Bank of America branch constructed in 1971. The complex has on-site parking for 450 cars in a three level subterranean garage. The collateral is situated on approximately 2.80 acres in the North of Market Area Financial District in downtown San Francisco, California. o The Bank of America Center Borrower, at its sole cost and expense, is required to keep the Bank of America Center Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. Each of the insurance policies required under the Bank of America Center Whole Loan must contain clauses or endorsements to the effect that the related policy does not have an exclusion for acts of terrorism or similar acts of sabotage. o The soil and groundwater of the Bank of America Center Mortgaged Property has been contaminated due to petroleum leaks from underground storage formerly located on the Bank of America Center Mortgaged Property that belonged to the City and County of San Francisco ("San Francisco"). The prior owner of the Bank of America Center Mortgaged Property, 555 California Street LLC, initiated an action against San Francisco in relation to such contamination which resulted in a Settlement Agreement and Mutual Release dated December 10, 2003 by and between San Francisco and 555 California Street LLC (the "Settlement Agreement"). Pursuant to the terms of the Settlement Agreement, San Francisco is required to provide remediation and monitoring results (which the related borrower is required to provide to the mortgagee) until such time as there are four consecutive quarters of acceptable remediation and monitoring results. The related borrower is required to enforce San Francisco's obligations to monitor and remediate the contamination pursuant to the terms of the Settlement Agreement. The related borrower is required to use commercially reasonable efforts to deliver to mortgagee a letter from the City and County of San Francisco Department of Health-Local Oversight Program which will indicate that monitoring and remediation is no longer required under the Settlement Agreement. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 20 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- PROPERTY MANAGEMENT: o Shorenstein Realty Services, L.P., an affiliate of the Bank of America Center Borrower, manages the Bank of America Center Mortgaged Property. Headquartered in San Francisco, California, and in business for over 80 years, Shorenstein Realty Services is the wholly owned property services affiliate of Shorenstein Company LLC (www.shorenstein.com), a private owner and operator of Class A office buildings in the United States with a portfolio of more than 17 million square feet. Founded in the 1920's as a brokerage and management company, Shorenstein Company is engaged in all aspects of office building investment, development, financing, leasing, construction, and management. Since the early 1960's, the company has been an active investor in office projects. Since 1992, Shorenstein has sponsored a series of closed-end investment funds that have invested in Class A office projects located throughout the United States. Shorenstein Realty Services provides leasing, management and construction services to all of Shorenstein Company's properties. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o On September 2, 2004 : (A) Bank of America, N.A. made a mezzanine loan in the original principal amount of $34,000,000 to 555 California Mezz-1 LLC; (B) Bank of America, N.A. made a mezzanine loan in the original principal amount of $34,000,000 to 555 California Mezz-2 LLC; (C) BOFA Mezz Private Limited made a mezzanine loan in the original principal amount of $90,000,000 to 555 California Mezz-3 LLC; (D) BREF ONE, LLC-Series B made a mezzanine loan in the original principal amount of $45,000,000 to 555 California Mezz-4 LLC; and (E) BPO 555 California Mezz Ltd made a mezzanine loan in the original principal amount of $27,000,000 to 555 California Mezz-5 LLC; each of the mezzanine loans is a "BC Mezzanine Loan"; each of the mezzanine lenders is a "BC Mezzanine Lender" and are collectively the "BC Mezzanine Lenders"; and each of the mezzanine borrowers is a "BC Mezzanine Borrower" and are collectively the "BC Mezzanine Borrowers". The Bank of America Center Borrower is owned 100% by the BC Mezzanine Borrowers. Each BC Mezzanine Loan is secured by (among other things) a first priority security interest in 100% percent membership interest in the related BC Mezzanine Borrower. The relationship between the BC Mezzanine Lenders and the mortgagee is set forth in that certain mezzanine intercreditor agreement dated as of September 2, 2004 by and between the mortgagee and the BC Mezzanine Lenders. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not allowed. SUBORDINATE COMPONENT: o As will be set forth in more detail in the prospectus supplement, the holder of a designated class of certificates that is entitled to payments solely from the BC Pari Passu Note A-1 Mortgage Loan may (but is not obligated to) purchase the Bank of America Center Whole Loan at a price generally equal to the outstanding principal balance, accrued and unpaid interest, all related unreimbursed servicing advances (with interest, if any) including any servicing compensation, certain unreimbursed costs and expenses and additional trust fund expenses on such balances and any liquidation fees payable in connection with such purchase. - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 21 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET BANK OF AMERICA CENTER - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 22 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET OCEAN RESIDENCES - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 23 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET OCEAN RESIDENCES - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS OCEAN RESIDENCES - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: GACC ORIGINAL PRINCIPAL BALANCE: $90,000,000 FIRST PAYMENT DATE: December 1, 2004 TERM/AMORTIZATION: 60/0 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: November 1, 2009 EXPECTED MATURITY BALANCE: $90,000,000 BORROWING ENTITY: Ocean Prime LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 56 months Open: 4 payments UP-FRONT RESERVES: TAX RESERVE: Yes IMMEDIATE REPAIR RESERVE: $1,207,500 REPLACEMENT RESERVE: $10,229 LEASING RESERVE: $25,095 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $10,229 TI/LC RESERVE: $7,500 LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $90,000,000 SHADOW RATING (S&P/MOODY'S): BBB-/Baa3 CUT-OFF DATE LTV: 42.9% MATURITY DATE LTV: 42.9% UNDERWRITTEN DSCR(1): 2.22x MORTGAGE RATE(2): 4.797% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. (2) Rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Multifamily PROPERTY SUB-TYPE: Mid-rise with retail LOCATION: New York, NY YEAR BUILT/RENOVATED: 1903/2000 UNITS: 492 CUT-OFF BALANCE PER UNIT: $182,927 OCCUPANCY AS OF 7/31/04: 96.5% OWNERSHIP INTEREST(a): Fee PROPERTY MANAGEMENT: Residential Management Group LLC (d/b/a Douglas Elliman Property Management) U/W NET CASH FLOW: $9,699,353 APPRAISED VALUE: $210,000,000 - -------------------------------------------------------------------------------- (a) Represents the fee interest in one unit of a three unit condominium. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 24 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET OCEAN RESIDENCES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- FULL YEAR FULL YEAR UNDERWRITTEN (12/31/2003) (12/31/2002) ---------------- ---------------- ---------------- Effective Gross Income ............. $ 16,168,723 $ 14,741,052 $ 13,696,979 Total Expenses ..................... $ 6,343,171 $ 5,569,333 $ 5,367,931 Net Operating Income (NOI) ......... $ 9,825,553 $ 9,171,719 $ 8,329,048 Cash Flow (CF) ..................... $ 9,699,353 $ 9,171,719 $ 8,329,048 DSCR on NOI ........................ 2.24x 2.10x 1.90x DSCR on CF ......................... 2.22x 2.10x 1.90x STUDIO 1 BEDROOM 2 BEDROOM 3 BEDROOM -------- ----------- ----------- ---------- Number of Units ................ 319 151 19 3 Average Rent ................... $2,214 $3,066 $4,006 $5,598 Average Unit Size (SF) ......... 535 780 1,047 1,133 This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 25 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET OCEAN RESIDENCES - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Ocean Residences Mortgage Loan is secured by a first mortgage on the borrower's fee simple interest in one of three units in a mixed use condominium building located in downtown Manhattan in New York City. o The borrower's unit consists of 492 residential units, including the superintendent's unit, 12,000 square feet of professional office space, 4,000 square feet of grade level retail space, and a below grade parking garage with a 98-car capacity. The other two units are office use. o The financing consists of a $90 million first mortgage loan. THE BORROWER: o The borrower, Ocean Prime LLC, is a single purpose, bankruptcy remote entity, sponsored by Joseph Moinian and partners. Joseph Moinian controls and directs the management and policies of the borrower, and indirectly owns a 36.6% interest in the borrower. Joseph Moinian is a repeat sponsor of a Deutsche Bank borrower. o Mr. Moinian is the founder and CEO of The Moinian Group, which controls a portfolio totaling more than eight million square feet of commercial, industrial, residential, retail and hotel properties throughout the world. Currently, the firm is in the planning and construction stages of developing over 1.5 million square feet of office, retail, and residential space throughout Manhattan. In the last 12 months, Mr. Moinian, with various partners, has purchased interests in several assets, including the condominium unit that encompasses floors 1-13 (not part of the loan collateral) known as 17 Battery Place South for $52,500,000 from SL Green in August 2000. THE PROPERTY: o Originally built in 1903, Ocean Residences is a 492-unit rental apartment complex that occupies floors 14-31 of a mixed-use facility located at the southern tip of Manhattan in Battery Park City. The condominium unit that encompasses floors 1 -13, which is not part of the collateral, is class B office space owned by the sponsor of the Ocean Residences loan. Over $55.9 million of renovations were completed in December of 2000. Since purchasing the property, the borrower has spent approximately $605,000 on facade repairs and an estimated $1.5 million in garage renovations. o The apartment units are primarily leased to individuals with approximately 17% leased to corporate entities, including Goldman Sachs (leases 29 units) and Oakwood Corporation (leases 54 units). o The units feature ceiling heights in excess of ten feet, oversized windows with water views, light oak parquet floors, granite countertops and marble bathrooms. Many of the units also provide a technology package, which typically includes multiple telephone lines, cable TV and Internet access. Building amenities include a 24-hour doorman and concierge, dry cleaning, laundry, valet, fitness room and maid services, storage facilities, outdoor roof deck, business center and a 98-car on-site parking garage which is leased to a third party operator, Central Parking System of NY Inc. o Prior to September 11, 2001, the downtown residential market had average market rents for its buildings in the range of $50 to $55 per square foot. Despite the fact that tenancy in the downtown residential market bottomed out at approximately 75% after September 11, the sponsor was able to re-lease the property to its present 97% level due to a rapid stabilization of the downtown real estate market and rental subsidies provided by the government. As of September 1, 2004, rents at the property have risen to $48.55 per square foot (or more than 90% of pre-September 11 levels). PROPERTY MANAGEMENT: o Ocean Residences is managed by Residential Management Group LLC (d/b/a Douglas Elliman Property Management), the property management division of Douglas Elliman. Founded in 1911, Douglas Elliman handles residential sales and rentals, professional, retail and commercial sales and leasing, relocation, new development marketing and property management. The company is now affiliated with The Prudential Real Estate Affiliates, Inc. A borrower affiliate, Josephson LLC, also performs additional asset management activities at the property. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o There is a $40 million senior mezzanine loan and a $20 million junior mezzanine loan. Each mezzanine loan was made to a separate SPE borrower. The senior mezzanine loan is secured by a pledge of 100% of the equity interests in the borrower and the junior mezzanine loan is secured by a pledge of 100% of the equity interests in the senior mezzanine borrower. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not permitted. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 26 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET OCEAN RESIDENCES - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 27 (This Page Intentionally Left Blank) BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] View of Hotel Exterior Guest Room in Hotel [PICTURE OMITTED] [PICTURE OMITTED] View of Harvard Square Henrietta's Table - award- winning restaurant at property This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 28 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS CHARLES SQUARE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: GACC ORIGINAL PRINCIPAL BALANCE(1): $77,000,000 FIRST PAYMENT DATE: October 1, 2004 TERM/AMORTIZATION: 60/300 months INTEREST ONLY PERIOD: 24 months MATURITY DATE: September 1, 2009 EXPECTED MATURITY BALANCE: $72,576,797 BORROWING ENTITY: Charles Square Cambridge LLC and KSA Realty Trust INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 56 payments Open: 4 payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $1,000,000 TI/LC RESERVE: $1,043,734 FF&E RESERVE: $1,000,000 FREE RENT RESERVE: $432,959 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $3,101 TI/LC RESERVE: $20,733 FF&E RESERVE: 4% of Operating Income from hotel component of collateral. LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) Refers to the Senior Component only. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $82,500,000 SENIOR COMPONENT CUT-OFF DATE BALANCE: $77,000,000 SUBORDINATE COMPONENT CUT-OFF DATE BALANCE(a): $5,500,000 SENIOR COMPONENT SHADOW RATING (S&P/MOODY'S): BBB-/Baa2 SUBORDINATE COMPONENT SHADOW RATING (MOODY'S): Baa3 $5,500,000 WHOLE LOAN WHOLE LOAN (EXCLUDING (INCLUDING SUBORDINATE SUBORDINATE COMPONENT) COMPONENT) -------- ----------- CUT-OFF DATE LTV: 45.7% 48.9% MATURITY DATE LTV: 43.0% 46.1% UNDERWRITTEN DSCR: 2.38x 2.22x MORTGAGE RATE(b): 5.399% 5.399% - -------------------------------------------------------------------------------- (a) The Subordinate Component is included in the trust but does not back any certificates other than the Class CS Certificates. (b) The interest rate was rounded to three decimals. The interest rate on the Senior Component is 5.3991% and the interest rate on the Subordinate Component is 5.3991%. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Class A Mixed-Use Development PROPERTY SUB-TYPE: Hotel-Office-Retail LOCATION: Cambridge, MA YEAR BUILT/RENOVATED: 1985/2003 KEYS: 293 NET RENTABLE SQUARE FEET: 109,295 (office) 39,550 (retail) CUT-OFF BALANCE PER KEY: $262,799* OCCUPANCY AS OF 9/30/04: 70.2% Hotel 97.2% Office-Retail OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Cambridge Hotel Associates (Hotel); Carpenter & Company, Inc. (Office-Retail); Propark, Inc. (Parking) U/W NET CASH FLOW: $13,352,532 APPRAISED VALUE: Hotel: $106,400,000 Office: $ 22,300,000 Retail: $ 10,600,000 Garage: $ 29,300,000 ------------ TOTAL: $168,600,000 - -------------------------------------------------------------------------------- * Based on the Senior Component Balance. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 29 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- FULL YEAR FULL YEAR FULL YEAR UNDERWRITTEN(1) TTM 9/30/04(2) (12/31/03) (12/31/02) (12/31/01) ----------------- ---------------- ---------------- ---------------- ---------------- EFFECTIVE GROSS INCOME Hotel ........................ $ 20,154,591 $ 20,154,591 $ 15,955,759 $ 16,194,977 $ 19,452,250 Office/Retail/Garage ......... $ 8,822,969 $ 7,836,255 $ 7,692,442 $ 8,561,634 $ 8,559,164 TOTAL EXPENSES Hotel ........................ $ 9,641,543 $ 9,641,543 $ 8,898,943 $ 8,625,039 $ 9,187,609 Office/Retail/Garage ......... $ 4,198,483 $ 4,153,704 $ 3,998,043 $ 3,952,169 $ 3,521,573 NET OPERATING INCOME (NOI) Hotel ........................ $ 10,513,048 $ 10,513,048 $ 7,056,816 $ 7,569,938 $ 10,264,641 Office/Retail/Garage ......... $ 4,624,487 $ 3,682,551 $ 3,694,399 $ 4,609,465 $ 5,037,591 CASH FLOW (CF) Hotel ........................ $ 9,009,705 $ 9,009,705 $ 5,730,080 $ 6,233,522 $ 8,776,605 Office/Retail/Garage ......... $ 4,342,826 $ 3,682,551 $ 3,694,399 $ 4,609,465 $ 5,037,591 DSCR ON NOI(3) ................ 2.69x 2.53x 1.91x 2.17x 2.72x DSCR ON CF(3) ................. 2.38x 2.26x 1.68x 1.93x 2.46x (1) Underwritten financial information includes hotel data based on TTM as of September 2004. (2) TTM includes as of September 30, 2004 data for hotel and as of August 31, 2004 data for office/retail/garage. (3) Based on the Senior Component Balance. - -------------------------------------------------------------------------------- HISTORICAL PERFORMANCE - -------------------------------------------------------------------------------- KEY FIGURES 1999 2000 2001 - ----------- --------------- --------------- -------------- HOTEL: Occupancy: ................... 81.1% 80.1% 70.5% ADR: ......................... $ 227 $ 258 $ 252 RevPAR: ...................... $ 184 $ 207 $ 177 Net Cash Flow: ............... $10,683,674 $12,875,045 $ 8,776,605 OFFICE, RETAIL, PKG: Office Occupancy: ............ 96% 96% Retail Occupancy: ............ 100% 100% Net Cash Flow: ............... $ 4,254,065 $ 4,928,435 $ 5,037,591 ----------- ----------- ----------- TOTAL NET CASH FLOW: ......... $14,937,739 $17,803,480 $13,814,197 KEY FIGURES 2002 2003 TTM 9/04 U/W(a) - ----------- -------------- -------------- -------------- -------------- HOTEL: Occupancy: ................... 67.9% 67.1% 70.2% 70.2% ADR: ......................... $ 229 $ 210 $ 236 $ 236 RevPAR: ...................... $ 155 $ 141 $ 165 $ 165 Net Cash Flow: ............... $ 6,233,522 $5,730,080 $ 9,009,705 $ 9,009,705 OFFICE, RETAIL, PKG: Office Occupancy: ............ 95% 77% 96% 96% Retail Occupancy: ............ 100% 100% 100% 100% Net Cash Flow: ............... $ 4,609,465 $3,694,399 $ 3,682,551 $ 4,342,826 ----------- ---------- ----------- ----------- TOTAL NET CASH FLOW: ......... $10,842,987 $9,424,479 $12,692,256 $13,352,532 (a) Underwritten financial information includes hotel data based on TTM as of September 2004. - -------------------------------------------------------------------------------- TENANT INFORMATION - -------------------------------------------------------------------------------- % RATINGS TOTAL % OF POTENTIAL POTENTIAL LEASE TOP TENANTS S&P/MOODY'S TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - ----------- ------------- ----------- ---------- ---------- ------------- ----------- ----------- Gradient Corporation ...................... Not Rated 21,550 14.5% $ 28.00 $ 603,400 15.1% 12/31/2009 Lexecon ................................... Not Rated 21,550 14.5 $ 21.00 452,550 11.3 10/31/2007 Institute for Healthcare Improvement* ..... Not Rated 17,456 11.7 $ 30.00 523,680 13.1 1/31/2012 ------ ---- ---------- ---- TOTAL ..................................... 60,556 40.7% $1,579,630 39.5% * The lease to Institute for Healthcare Improvement requires the tenant to take occupancy on the earlier of (a) three months after substantial completion of tenant's work and (b) February 1, 2005. According to the borrower, the tenant's work is substantially complete and a move-in date prior to December 15th, 2004 is projected. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 30 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LEASE ROLLOVER SHEET - -------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF(1) TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ---------- ---------- ------------ --------------- ------------- 2005 .............. 2 564 0.4% 564 0.4% $ 34,400 2007 .............. 2 24,968 16.8 25,532 17.2% $ 577,580 2008 .............. 1 710 0.5 26,242 17.6% $ 29,110 2009 .............. 10 80,135 53.8 106,378 71.5% $2,318,777 2010 .............. 1 6,262 4.2 112,640 75.7% $ 244,218 2012 .............. 1 17,456 11.7 130,096 87.4% $ 523,680 2018 .............. 4 11,480 7.7 141,576 95.1% $ 272,383 2023 .............. 1 489 0.3 142,065 95.4% 2024 .............. 2 1,265 0.8 143,330 96.3% 2028 .............. 1 1,290 0.9 144,620 97.2% Vacant ............ 4,225 2.8 148,845 100.0% -- ------ ----- TOTAL ............. 25 148,845 100.0% (1) Expiring square footage includes approximately 16,505 square feet of space (restaurant, bar, common area) leased to tenants affiliated with the borrower which do not pay base rent. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 31 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The property is 97.2% leased by 25 tenants (17 office and 8 retail) at an average lease rate of $27.66 per square foot. The three largest tenants representing 40.7% of the total net rentable area, are: o Gradient Corporation (Office) (Not Rated) Gradient Corporation occupies 21,550 square feet (14.5% of net rentable area, lease expiration in 2009) at a rental rate of $28.00 per square foot. Gradient Corporation is a consulting firm which specializes in risk and environmental sciences. Gradient presents talks, peer-reviewed technical papers, textbook material, Congressional testimony, and serves on agency advisory boards. Gradient also prepares a quarterly newsletter, each focusing on a timely topic of importance to both industry and regulators. o Lexecon (Office) (Not Rated) Lexecon occupies 21,550 square feet (14.5% of net rentable area, lease expiration in 2007) at a rental rate of $21.00 per square foot. Lexecon Inc. is an economics consulting firm that provides law firm, corporate, and government clients with analysis of complex economic issues for use in legal and regulatory proceedings, strategic decisions, and public policy debates. The Harvard Square office, formerly The Economics Resource Group, Inc., was founded in 1990 by Joseph P. Kalt. Foundation Professor of International Political Economy at the John F. Kennedy School of Government, Harvard University and joined Lexecon in July 1999. Lexecon's parent company is FTI Consulting, Inc. o Institute for Healthcare Improvement (Office) (Not Rated) The Institute for Healthcare Improvement occupies 17,456 square feet (11.7% of net rentable area, lease expiration in 2012) at a rental rate of $30.00 per square foot. The Institute for Healthcare Improvement is a not-for-profit organization driving the improvement of health by advancing the quality and value of health care. Other tenants include: o Wellbridge Athletic Club (Retail) (Not Rated) The Wellbridge Athletic Club occupies 9,833 square feet (6.6% of net rentable area, lease expiration in 2009) at a rental rate of $31.13 per square foot. Wellbridge Athletic Club is an upscale athletic club chain offering fitness programs for people of all ages and interests. Facilities include cardiovascular equipment, weight training equipment, an indoor pool, a group exercise studio, a whirlpool, a steam room, and locker rooms. o Legal Sea Foods Inc. (Retail) (Not Rated) Legal Sea Foods Inc. occupies 6,409 square feet (4.3% of net rentable area, lease expiration in 2018) at a rental rate of $42.50 per square foot. For over 50 years, Legal Sea Foods has been dedicated to serving the freshest fish in the seafood industry. The Charles Square location features low ceilings that create a tavern feel, and finishes include stone, brick, dark oak, stucco, and Mission-style copper light fixtures. The restaurant also has a separate dedicated "Take-Out" storefront immediately adjacent to the restaurant. o Le Pli Salon & Day Spa (Retail) (Not Rated) Le Pli occupies 2,534 square feet (1.7% of net rentable area, lease expiration in 2009) at a rental rate of $41.38 per square foot. Le Pli, in Cambridge since 1968, opened their Charles Square spa in 1985. Le Pli has won awards for its excellence, and has been featured in Vogue, Newsweek, and Town & Country. Le Pli's philosophy is to bring its clients the most innovative techniques in hair and spa services, with strong emphasis on service. ----------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 32 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Charles Square Mortgage loan is a $77.0 million loan secured by the borrower's fee simple interest in the Class A mixed use facility known as Charles Square, located in Cambridge, Massachusetts. The loan is also secured by a pledge of limited partnership interests in the Hotel Manager made by Carpenter Associates, Intercorp Limited Partnership and F&H Realty LLC, each affiliated with the borrower. o The Charles Square Mortgage loan is divided into a Senior Component and a Subordinate Component as further described herein. o As will be set forth in more detail in the preliminary prospectus supplement, the holder of the Class CS Certificates that is entitled to payments solely from the Charles Square Mortgage loan will be entitled in certain instances to exercise rights analogous to the rights of the Directing Certificateholder solely with respect to the Charles Square Mortgage loan. Such rights may include the review and/or approval of certain actions taken by the Master Servicer or the Special Servicer in connection with the Charles Square Mortgage loan. In addition, such holder may (but is not obligated to) purchase the Charles Square Mortgage loan, if the Mortgage loan is then considered a "Defaulted Mortgage Loan" as more particularly described in the preliminary prospectus supplement, at a price generally equal to its (a) fair value as determined by the Special Servicer (or the Master Servicer or Trustee if the Special Servicer and the option holder are the same person or affiliated) or (b) if the Special Servicer has not determined its fair value, the unpaid principal balance, plus accrued and unpaid interest on such balance, all unrelated unreimbursed advances (with interest, if any), and all accrued special servicing fees and additional trust fund expenses. THE BORROWER: o The borrower is comprised of KSA Realty Trust and Charles Square Cambridge LLC, each of which is a bankruptcy-remote, single- purpose entity. The borrower is sponsored by John L. Hall II, and Richard L. Friedman (Carpenter & Company, Inc.), a real estate firm that develops hotel, retail and mixed use properties. The fixed rate loan has a term of 60 months (5 years), is interest-only for the first 24 months and thereafter amortizes on a 25-year schedule. o Carpenter and Company, Inc. developed the property in 1985 and renovated the project in 1998-1999 at a cost of over $4 million. Former retail space was converted to the current Pavilion conference center. In 2003, the borrower invested an additional $7.5 million to renovate the property. Incorporated in 1973 by Richard Friedman, the current President and CEO, Carpenter & Company has maintained a very successful record in the development and management of large commercial facilities throughout the country. Carpenter & Company, Inc. specializes in mixed-use development projects. Past projects, which were developed by the sponsor and are similar to Charles Square, include the Logan Airport Hilton in Boston, Massachusetts (600 rooms), the Hyatt Regency in Cambridge, Massachusetts (460 rooms) and the Sheraton Headquarters Hotel at the Boston Convention and Exhibition Center in South Boston, Massachusetts (1,200 rooms). Carpenter & Company, Inc. is currently active in other hotel developments in Boston, such as the current conversion of the famous "Charles St. Jail," located near Beacon Hill, which will be converted into a hotel and is scheduled to open in 2005 and contain 310 rooms. Richard Friedman is a repeat sponsor of a Deutsche Bank borrower. THE PROPERTY: o Charles Square, located in the Harvard Square neighborhood in Cambridge, Massachusetts, is approximately 2 1/2 miles from Boston and less than 5-miles from Boston's Logan Airport. Charles Square is a Class A property consisting of a 293-key full service hotel, 109,295 square feet of office space, 29,739 square feet of retail space, the 9,811 square feet Pavilion Conference Center and a 568-car subterranean parking facility. Underwritten net cash flow attributable to the hotel portion accounts for approximately 67% of the overall underwritten net cash flow for the property. There is also a residential component, consisting of 87 condominiums, which does not serve as collateral for the loan. o The hotel is known as "The Charles Hotel in Harvard Square". The property underwent a $4 million renovation in 1998 and a $7.5 million renovation in 2003. The hotel's amenities include: (i) 293 rooms, (including 43 suites and one presidential suite), (ii) over 13,000 square feet of meeting and ballroom space, including a grand ballroom and the Pavilion Conference Center, (iii) three restaurants (Legal Sea Foods, Rialto and Henrietta's Table), (iv) Le Pli Day Spa, and (v) a full service, over 9,500 square foot fitness facility known as the Wellbridge Athletic Club. In addition, the hotel is equipped with a concierge, valet parking, Avis car rental, teleconferencing, laptop rental and laundry facilities. o The primary market area servicing the property is Cambridge, Massachusetts. Principal hotel usage is university related due to its close proximity to Harvard and Massachusetts Institute of Technology, and some usage also comes from Boston College, across the Charles River in Newton, Massachusetts. The Charles Hotel attracts students' relatives, university speakers and dignitaries to the university, especially the John F. Kennedy School of Government which is a direct neighbor of the property. The area in which the property is situated is known as the Harvard Square area of Mid Cambridge. Harvard Square consists primarily of retail and office buildings with some industrial uses interspersed throughout the area. In many of the neighborhood office buildings, retail uses occupy the first floor. Harvard Square is considered one of the premier retail locations within the Greater Boston area due to the heavy pedestrian traffic from both nearby students (Harvard College and Massachusetts Institute of Technology) as well as tourists. In addition, there is a large regional mall within the East Cambridge area known as the Cambridge-side Galleria. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 33 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- o The office portion of the property contains 109,295 square feet of net rentable area, which is 96.1% occupied. Office, retail and parking garage revenue accounts for 33% of Charles Square's total underwritten net cash flow. In-place rents at the property average $26.83 per square foot for office (compared to $33.00 per square foot for the office market average) and $29.77 per square foot for retail space (compared to $30.00 per square foot for the retail market average). The office portion of the property recently experienced a significant amount of rollover (2002: 33.5% and 2003: 21.1%), however, the property was promptly re-leased as noted by Gradient Corporation's recent execution of a 5 1/2 year lease for 21,550 square feet at a rental rate of $28.00 per square foot, and the Institute for Healthcare Improvement's execution of an eight-year lease for 17,456 square feet at a rental rate of $30.00 per square foot. These two new leases result in a current office occupancy rate of 96.1% (compared to 77% in year end 2003). There are currently two available office spaces in the building, totaling 4,225 square feet (portions are located on both the 2nd and 4th floors). o The property features two award-winning restaurants, a Northeast seafood chain and two bars. The Henrietta's Table (Hotel), Rialto (Hotel) and Legal Sea Foods (Retail) restaurants all generate significant revenue for the property. The property also includes the Regattabar Jazz Club, various outdoor seating venues and a public use courtyard. The hotel portion of the property benefits from diversified revenue (47.2% allocable to rooms and 49.2% allocable to food and beverage). PROPERTY MANAGEMENT: o The Charles Hotel in Harvard Square is managed by Cambridge Hotel Associates, which is a joint venture between Carpenter & Company, Inc. and Interstate Hotels (acquired by MeriStar Hospitality in May 2002). The office facility is managed by Carpenter and Company, Inc. and the parking garage is managed by Propark, Inc., a national parking garage operator. o MeriStar (NYSE:"MHX"), based in Arlington, Virginia, is the third largest hotel REIT. MeriStar was founded in August, 1998 through the merger of CapStar Hotel Company and American General Hospitality. Even though MeriStar and Interstate Hotels & Resorts operate independently, they are affiliates as evidenced by an intercompany agreement. Additionally, Interstate Hotels & Resorts (NYSE:"IHR") operates all but one of MeriStar's properties. MeriStar's portfolio consists of 76 full-service hotels and resorts located throughout 22 states, the District of Columbia and Canada, with a total of 21,210 rooms. The franchise affiliations of these hotels and resorts include: the Ritz Carlton, Hilton, Radisson, Sheraton, Marriott, Embassy Suites, Westin and Doubletree. As of June 30, 2004, MeriStar's market capitalization was $615 million. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o There is an existing $43,500,000 mezzanine loan. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 34 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CHARLES SQUARE - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 35 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET RENTAR PLAZA - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 36 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET RENTAR PLAZA - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS RENTAR PLAZA - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: GACC ORIGINAL PRINCIPAL BALANCE(1): $52,000,000 FIRST PAYMENT DATE: October 1, 2004 TERM/AMORTIZATION: 60/0 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: September 1, 2009 EXPECTED MATURITY BALANCE: $52,000,000 BORROWING ENTITY: Vertical Industrial Park Associates INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 56 payments Open: 4 payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $55,290 TI/LC RESERVE: $670,000 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $14,364 TI/LC RESERVE: $13,000 LOCKBOX: Soft at Closing/Springing Hard - -------------------------------------------------------------------------------- (1) Refers to the Senior Component only. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- WHOLE LOAN CUT-OFF DATE BALANCE: $66,000,000 SENIOR COMPONENT CUT-OFF DATE BALANCE: $52,000,000 SUBORDINATE COMPONENT CUT-OFF DATE BALANCE(a): $14,000,000 SENIOR COMPONENT SHADOW RATING (S&P/MOODY'S): BBB-/A2 SUBORDINATE COMPONENT SHADOW RATING (MOODY'S): A3 $5,029,200 Baa1 $3,770,500 Baa2 $2,827,900 Baa3 $2,372,400 TOTAL $14,000,00 WHOLE LOAN WHOLE LOAN (EXCLUDING (INCLUDING SUBORDINATE SUBORDINATE COMPONENT) COMPONENT) -------- ----------- CUT-OFF DATE LTV: 52.5% 66.7% MATURITY DATE LTV: 52.5% 66.7% UNDERWRITTEN DSCR: 3.11x 2.45x MORTGAGE RATE(b): 4.660% 4.660% - -------------------------------------------------------------------------------- (a) The Subordinate Component is included in the trust but does not back any certificates other than the Class RP Certificates. (b) Assumed interest rate. The interest rate reflects the interest rate on the Rentar Plaza Whole Loan. The interest rate on the Senior Component is 4.660% and the interest rate on the Subordinate Component is 4.660%. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Mixed-Use PROPERTY SUB-TYPE: Retail: 40.3% Industrial-Warehouse: 59.7% LOCATION: Middle Village, Queens, NY YEAR BUILT/RENOVATED: 1973/2002 NET RENTABLE SQUARE FEET: 1,567,208 CUT-OFF BALANCE PER SF: $33* OCCUPANCY AS OF 10/22/04: 100% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Rentars Development Corp. U/W NET CASH FLOW: $7,637,753 APPRAISED VALUE: $99,000,000 - -------------------------------------------------------------------------------- * Based on the Senior Component Balance. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 37 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET RENTAR PLAZA - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- FULL YEAR FULL YEAR FULL YEAR UNDERWRITTEN (12/31/03) (12/31/02) (12/31/01) ---------------- ---------------- ---------------- ---------------- Effective Gross Income. ............. $ 16,527,018 $ 15,153,517 $ 14,768,887 $ 14,648,239 Total Expenses ...................... $ 8,569,086 $ 8,151,295 $ 7,635,080 $ 7,576,132 Net Operating Income (NOI). ......... $ 7,957,932 $ 7,002,222 $ 7,133,807 $ 7,072,107 Cash Flow (CF) ...................... $ 7,637,753 $ 7,002,222 $ 7,133,807 $ 7,072,107 DSCR on NOI(1) ...................... 3.24x 2.85x 2.90x 2.88x DSCR on CF(1). ...................... 3.11x 2.85x 2.90x 2.88x (1) Based on the Rentar Plaza Senior Component Balance. - -------------------------------------------------------------------------------- TENANT INFORMATION - -------------------------------------------------------------------------------- UNIT RATINGS TOTAL TOP TENANTS TYPE S&P/MOODY'S TENANT SF - ----------- ---------------------- -------------- ----------- City of NY-General Services Association..... Industrial-Warehouse Not Rated/A2 486,115 Middle Village Associates(1) ............... Retail Not Rated 265,000 Levitz Furniture Corporation ............... Retail Not Rated 174,000 K-mart Corporation ......................... Retail Not Rated 146,821 City of NY-Dept of Transportation(2) ....... Industrial-Warehouse Not Rated/A2 120,000 Metropolitan Museum of Art ................. Industrial-Warehouse Not Rated 108,650 Abco Refrigeration Supply Corp ............. Industrial-Warehouse Not Rated 86,500 Pfizer,Inc. ................................ Industrial-Warehouse AAA/Aaa 66,000 Toys "R" Us ................................ Retail BB/Ba2 45,644 City of NY-Dept of Corrections ............. Industrial-Warehouse Not Rated 38,478 Decrotex, Inc. ............................. Industrial-Warehouse Not Rated 30,000 ------- TOTAL ...................................... 1,567,208 % OF ANNUAL % ANNUAL LEASE TOP TENANTS TOTAL SF RENT PSF RENT RENT EXPIRATION - ----------- ---------- ---------- ------------- ---------- ------------- City of NY-General Services Association..... 31.0% 4.50 $ 2,187,518 21.9% 2/9/2006 Middle Village Associates(1) ............... 16.9 7.40 1,961,000 19.6 9/30/2014 Levitz Furniture Corporation ............... 11.1 6.28 1,092,277 10.9 3/31/2014 K-mart Corporation ......................... 9.4 8.25 1,211,335 12.1 1/31/2014 City of NY-Dept of Transportation(2) ....... 7.7 4.50 540,000 5.4 9/30/2006 Metropolitan Museum of Art ................. 6.9 7.00 760,550 7.6 7/31/2013 Abco Refrigeration Supply Corp ............. 5.5 4.75 410,875 4.1 12/31/2007 Pfizer,Inc. ................................ 4.2 9.04 596,900 6.0 8/31/2013 Toys "R" Us ................................ 2.9 15.25 696,079 7.0 1/31/2008 City of NY-Dept of Corrections ............. 2.5 10.25 394,400 3.9 11/10/2010 Decrotex, Inc. ............................. 1.9 5.25 157,500 1.6 7/31/2006 ----- ----------- ----- TOTAL ...................................... 100.0% $10,008,434 100.0% (1) Middle Village Associates has master leased the Metro Mall portion of the property and subleased this space to a variety of tenants. See chart entitled "Top Middle Village Associates Subtenants" below. (2) The Department of Transportation has the right to terminate its lease upon 180 days notice and payment of the unamortized portions of the cost of certain tenant improvement work. - -------------------------------------------------------------------------------- LEASE ROLLOVER SHEET - -------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ------------------ ------------- ------------ ---------- ------------ --------------- ------------- 2006 .............. 3 636,115 40.6% 636,115 40.6% $2,885,018 2007 .............. 1 86,500 5.5% 722,615 46.1% $ 410,875 2008 .............. 1 45,644 2.9% 768,259 49.0% $ 696,079 2010 .............. 1 38,478 2.5% 806,737 51.5% $ 394,400 2013 .............. 2 174,650 11.1% 981,387 62.6% $1,357,450 2014 .............. 3 585,821 37.4% 1,567,208 100.0% $4,264,612 - ------- ----- TOTAL ............. 11 1,567,208 100.0% This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 38 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET RENTAR PLAZA - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The property is 100% leased. The property currently consists of 631,465 square feet of retail space and 935,743 square feet of industrial/warehouse space. The retail portion of the property includes the following tenants: o Middle Village Associates (converted the warehouse space into the Metro Mall and subleased the retail space to approximately 23 tenants including a 135,254 square foot BJ's Warehouse), Levitz Furniture Corporation (60,900 square feet retail/113,100 square feet warehouse), Toys "R" US and Kmart Corporation. The warehouse/office portion of the property includes the following tenants: o The City of New York (General Services Association and Department of Transportation warehouse space and a Department of Corrections training facility), Metropolitan Museum of Art warehouse space, ABCO Refrigeration Supply Corporation, and Pfizer, Inc. (rated "AAA" by S&P and "Aaa" by Moody's). According to the appraiser's (CB Richard Ellis) comparable retail properties, anchor leases reflect a rental range of $18.75 to $38.91 per square foot, with an average rental rate of $27.96 per square foot. The appraiser concluded that retail market rents are $27.00 per square foot. Retail rental rates at the property range from $6.28 to $15.25 per square foot (K-mart, Levitz, Middle Village Associates, and Toys "R" Us). Based on the appraiser's market rent conclusion, it appears that the majority of existing retail tenants are paying significantly below market rents. In addition, the comparable retail properties all reflect occupancies of 100%. According to the appraiser, the average industrial/warehouse rental rate was $11.93 per square foot for the first quarter 2004. Industrial/Warehouse space at the property ranges from $4.50 to $10.25 per square foot. Based on the appraiser's market rent conclusion, it appears that most of the existing industrial/warehouse tenants at the property are paying significantly below market rents. In addition, the occupancy rates of the competitive industrial/warehouse properties range from 93% to 100%, with most at 100% occupancy. The average occupancy is 99.7%. Pfizer, Inc. (rated "AAA" by S&P and "Aaa" by Moody's) recently signed a lease consisting of 66,000 square feet at a cost of $9.04 per square foot, which rent, based on the appraiser's market rent conclusions, is below market rates. - ------------------------------------------------------------------------------- TOP MIDDLE VILLAGE ASSOCIATES SUBTENANTS - -------------------------------------------------------------------------------- RATING SUBTENANT S&P/MOODY'S TOTAL TENANT SF ANNUAL RENT RENT/SF DATE - --------------------------------------------------------- ------------- ----------------- ------------- ----------- ----------- BJ's Wholesale Club, Inc. ........................... Not Rated 135,254 $2,299,318 $17.00 9/30/2024 Alpha Management Group Co., Inc./Ooba Dooba ......... Not Rated 27,378 $ 532,000 $19.43 9/29/2004 Rentar Retail Realty Corp./Conway Stores ............ Not Rated 24,302 $ 534,644 $22.00 9/28/2014 Fashion Bug #84 ..................................... Not Rated 11,700 $ 351,000 $30.00 1/31/2008 The Musicland Group/Sam Goody/ #MO4665 .............. Not Rated 4,700 $ 189,410 $40.30 1/31/2007 IBM Corp. ........................................... A+/A1 3,462 $ 85,236 $24.62 9/28/2004 Tandy Corp./Radio Shack #01-2775 .................... A-/Baa1 2,695 $ 58,410 $21.67 11/20/2005 TOTAL (Top 7 Subtenants) ............................ 209,491 $4,050,018 $19.33 TOTAL (All 23 Subtenants) ........................... 230,609 $4,928,519 $21.37 This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 39 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET RENTAR PLAZA - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Rentar Plaza Mortgage loan is secured by a first mortgage on a 1,567,208 square foot mixed-use retail and industrial/warehouse building located in Middle Village, New York, a section of the Queens borough of New York City. o The Rentar Plaza Mortgage loan is divided into a Senior Component and a Subordinate Component as described further herein. o As will be set forth in more detail in the preliminary prospectus supplement, the holder of the Class RP Certificates that is entitled to payments solely from the Rentar Plaza Mortgage loan will be entitled in certain instances to exercise rights analogous to the rights of the Directing Certificateholder solely with respect to the Rentar Plaza Mortgage loan. Such rights may include the review and/or approval of certain actions taken by the Master Servicer or the Special Servicer in connection with the Rentar Plaza Mortgage loan. In addition, such holder may (but is not obligated to) purchase the Rentar Plaza Mortgage loan, if the loan is then considered a "Defaulted Mortgage Loan" as more particularly described in the preliminary prospectus supplement, at a price generally equal to its (a) fair value as determined by the Special Servicer (or the Master Servicer or Trustee if the Special Servicer and the option holder are the same person or affiliated) or (b) if the Special Servicer has not determined its fair value, the unpaid principal balance, plus accrued and unpaid interest on such balance, all unrelated unreimbursed advances (with interest, if any), and all accrued special servicing fees and additional trust fund expenses. THE BORROWER: o The borrower, Vertical Industrial Park Associates, is a single-purpose, bankruptcy-remote entity. The sponsors are Dennis, Arthur and Marvin Ratner. In addition to the property, the sponsors' portfolio includes nine other properties, including the property, consists of approximately 2.8 million square feet of commercial space. Based on square footage, the property is the largest asset in their portfolio, representing approximately 55.3% of their portfolio. The nine other properties are all located in the borough of Brooklyn in New York City. o The Ratner family has been involved in real estate for over 30 years. They have been involved in various real estate projects, many of which have involved development, lease-up, management and ownership of a variety of property types. Based on year end December 31, 2003 financials, the Ratners have a combined net worth of several million dollars. Dennis, Arthur and Marvin Ratner are repeat sponsors of a Deutsche Bank borrower. THE PROPERTY: o The collateral for the Rentar Plaza Mortgage loan consists of a fee simple interest in a 1,567,208 square foot mixed-use retail and industrial/warehouse building. The property consists of 59.7% industrial/warehouse and 40.3% retail. o The property was originally developed in 1973 as a 3-story mixed-use project containing industrial and retail space. In 1987 approximately 265,000 square feet of warehouse space on the lower level, previously occupied by Macy's (as warehouse space), was converted to a separate retail center known as the Metro Mall. o There have been various improvements to the property over the life of the building. Since 2001, the borrower has expended approximately $2.8 million on improvements at the property consisting primarily of the replacement of chillers and repairs to the roof. Additionally, the space leased to the various departments of the City of New York were all refurbished following the lease renewals in the mid 1990's and early 2000. o The property is located on Metropolitan Avenue, a major arterial road in Middle Village, Queens, New York. The property is accessible to a densely populated urban location: 82,387 people live within one mile of the property and 1,033,719 people live within three miles of the property. Three NYC bus lines and the NYC subway have stops located adjacent to Rentar Plaza. The property is located along Metropolitan Avenue east of Fresh Pond Road and west of 69th Street. The property is a shopping center coupled with an enclosed shopping mall known as the Metro Mall. Anchor tenants include K-Mart, Toys "R" Us and Levitz, while the Metro Mall is anchored by BJ's Wholesale Club. The property draws its patronage from Middle Village, Ridgewood and Woodhaven. The Long Island Expressway (I-495) and the Jackie Robinson Parkway are located approximately one and two miles, respectively to the North and South of the project. The property has 1,850 parking spaces, and 1,080 parking spaces on the roof. o Within the property's trade area there are few direct competitors due to the mixed use nature of the property, however, outside of the three-mile radius, there has recently been an influx of big box retailers. Major big box retailers situated within the borough of Queens include Home Depot, Staples, Edwards, Old Navy, Kids "R" Us, Sears, Bed Bath & Beyond, and Marshall's. These stores may serve as secondary competition to the property, since they are situated outside the subject's trade area. The retail vacancy rate for this market is less than 5% (property currently has no vacancy). PROPERTY MANAGEMENT: o The property is managed by Rentars Development Corp., an affiliate of the Borrower. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 40 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET RENTAR PLAZA - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 41 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] [PICTURE OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 42 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: BofA ORIGINAL PRINCIPAL BALANCE: $54,941,036 FIRST PAYMENT DATE: August 1, 2004 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 60 months MATURITY DATE: July 1, 2014 EXPECTED MATURITY BALANCE: $51,393,858 BORROWING ENTITY: Cheltenham Square, L.P. INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/Defeasance: 113 payments Open: 7 payments LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $54,941,036 CUT-OFF DATE LTV: 76.8% MATURITY DATE LTV: 71.9% UNDERWRITTEN DSCR: 1.22x MORTGAGE RATE: 5.890% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Retail PROPERTY SUB-TYPE: Anchored LOCATION: Philadelphia, PA YEAR BUILT/RENOVATED: 1954/1981 NET RENTABLE SQUARE FEET: 423,440 CUT-OFF BALANCE PER SF: $130 OCCUPANCY AS OF 10/14/2004: 92.1% OWNERSHIP INTEREST: Fee/Leasehold PROPERTY MANAGEMENT: Simon Management Associates, LLC U/W NET CASH FLOW: $4,746,367 APPRAISED VALUE: $71,500,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 43 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (6/30/04) (12/31/03) ---------------- --------------- ---------------- Effective Gross Income.. ............. $10,481,229 $9,951,558 $10,339,521 Total Expenses. ...................... $ 5,437,376 $5,379,850 $ 5,296,589 Net Operating Income (NOI).. ......... $ 5,043,853 $4,571,708 $ 5,042,932 Cash Flow (CF). ...................... $ 4,746,367 $4,571,708 $ 5,042,932 DSCR on NOI. ......................... 1.29x 1.17x 1.29x DSCR on CF.. ......................... 1.22x 1.17x 1.29x - -------------------------------------------------------------------------------- TENANT INFORMATION - -------------------------------------------------------------------------------- RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TOP TENANTS S&P/MOODY'S TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - --------------------------- ------------- ----------- ---------- ---------- ----------- ------------- ----------- Burlington Coat Factory .. Not Rated 80,100 18.9% $ 3.75 300,375 4.8% 2/28/2007 Shop Rite ................ Not Rated 72,200 17.1 $ 8.48 612,360 9.9 3/31/2015 United Artist Theatre .... Not Rated 38,849 9.2 $ 12.41 481,943 7.8 8/31/2009 Seaman's Furniture ....... Not Rated 30,223 7.1 $ 8.01 242,000 3.9 9/30/2009 ------ ---- ------- ---- TOTAL .................... 221,372 52.3% 1,636,678 26.3% - -------------------------------------------------------------------------------- LEASE ROLLOVER SCHEDULE - -------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ---------- ---------- ------------ --------------- ------------- 2004 .............. 1 1,484 0.4% 1,484 0.4% $ 40,000 2005 .............. 14 29,823 7.0 31,307 7.4% $ 501,569 2006 .............. 11 29,617 7.0 60,924 14.4% $ 513,455 2007 .............. 6 89,123 21.0 150,047 35.4% $ 572,806 2008 .............. 12 29,238 6.9 179,285 42.3% $ 645,299 2009 .............. 16 109,698 25.9 288,983 68.2% $1,542,798 2010 .............. 4 11,977 2.8 300,960 71.1% $ 189,362 2011 .............. 2 3,365 0.8 304,325 71.9% $ 75,000 2012 .............. 1 3,392 0.8 307,717 72.7% $ 54,400 2013 .............. 3 16,245 3.8 323,962 76.5% $ 415,168 2014 .............. 3 14,673 3.5 338,635 80.0% $ 251,612 2015 .............. 1 72,200 17.1 410,835 97.0% $ 612,360 Vacant ............ 12,605 3.0 423,440 100.0% -- ------- ----- TOTAL ............. 74 423,440 100.0% This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 44 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The Simon -- Cheltenham Square Mall Mortgaged Property is 92.1% leased (on total owned gross leasable area) by a mix of national, regional, and local tenants, including four anchor tenants and approximately 73 in-line and freestanding tenants. The Simon -- Cheltenham Square Mall Mortgaged Property has two anchors and is shadow-anchored by Home Depot and Value City who own their respective stores. The stores aggregate 215,966 square feet and are subject to a ground lease with the related borrower. The Home Depot is not connected to the mall. The four largest tenants, representing 52.3% of total owned gross leasable area, are: o Burlington Coat Factory Warehouse Corporation (NYSE: "BCF") (Not Rated), a national department store retail chain, occupies 80,100 square feet (18.9%) on an original five-year lease extended for a five-year period expiring in February 2007 with no remaining renewal options. Founded in 1972 and headquartered in Burlington, New Jersey, Burlington Coat Factory offers current, designer merchandise at discounted prices compared to other department store prices. Its stores feature outerwear, apparel, shoes, accessories for the entire family, baby clothes, furniture, toys, home decor items, and gifts. As of September 21, 2004, Burlington Coat Factory operated 350 stores in 42 states nationwide. For the fiscal year ended May 29, 2004, Burlington Coat Factory reported revenues of $2.9 billion and net income of $67.6 million. As of May 29, 2004, the company reported total assets of $1.6 billion and stockholders' equity of $855.9 million. o ShopRite (Not Rated), a regional grocery store chain, occupies 72,200 square feet (17.1%) on a 20-year lease expiring in March 2015 with four, five-year renewal options. Established in 1951 and headquartered in Elizabeth, New Jersey, ShopRite is the largest retailer-owned cooperative in the United States and the largest employer in New Jersey. The cooperative is comprised of 43 members who individually own and operate supermarkets under the ShopRite banner. Today, the 190 ShopRite stores in New Jersey, New York, Connecticut, Pennsylvania and Delaware as well as Wakefern Food Corporation, the merchandising and distribution arm of the company, employ more than 50,000 people. o United Artist Theatre Circuit, Inc. ("UATC") (Not Rated), a movie theater operator, occupies 38,849 square feet (9.2%) on a 21-year lease expiring in August 2009 with no renewal options. United Artist Theatre is part of Knoxville, Tennessee-based Regal Entertainment Group (NYSE: "RGC") ("RGC"), the largest motion picture exhibitor in the world. RGC's theatre circuit, comprising Regal Cinemas, United Artist Theatre and Edwards Theatres, operates 6,119 screens in 562 locations in 39 states. This geographically diverse circuit represents over 20% of domestic box office receipts and includes theatres in 46 of the top 50 U.S. Designated Market Areas as well as locations in many growing suburban markets. For the fiscal year ended January 1, 2004, Regal Entertainment Group reported revenues of $2.5 billion and net income of $185.4 million. As of July 1, 2004, Regal Entertainment Group reported total assets of $2.5 billion and stockholders' equity of $79.5 million. As of July 1, 2004, UATC operated 904 screens in 114 theatres in 21 states. As of July 1, 2004, United Artist Theatre Circuit, Inc. reported total assets of $173.8 million and stockholders' equity of $109.9 million. o Seaman's Furniture (Not Rated), a regional furniture retail chain, occupies 30,223 square feet (7.1%) on a five-year lease expiring in September 2009 with two, three-year renewal options. Founded in 1933 and headquartered on Long Island, New York, Seaman Furniture Company Inc. operates 43 mainline showrooms, 10 Seaman's Kids stores and 6 clearance centers in the states of New York, New Jersey, Connecticut, and Pennsylvania. Seaman's employs more than 2,100 associates. As it is privately held, Seaman's does not report financial information on a company-wide basis. THE SIGNIFICANT GROUND LESSEES ARE: o Value City Department Store (Not Rated) occupies approximately 85,000 square feet on a ground lease dated September 30, 1980 extending for thirty years, with six, ten-year renewal option. The company is headquartered in Columbus, Ohio, originated in 1917 and has 9,000 employees operating 110 stores in 15 states. Retail Ventures, Inc. (NYSE: "RVI")(Not Rated) formerly Value City Department Stores, has three operating segments, Value City Department Stores (Value City), DSW Shoe Warehouse Inc. (DSW) and Filene's Basement Inc. Retail Ventures, Inc. reported net sales for the fourth quarter 2003 of $720.4 million. o Home Depot U.S.A., Inc. (NYSE: "HD"; rated "AA" by S&P and "Aa3" by Moody's) a home supply retailer, owns its store, which is approximately 131,418 square feet, 20,796 square feet of which is used as an outdoor garden center. The ground lease, dated May 1994, carries a 15-year term with nine, five-year options to renew. Home Depot is headquartered in Atlanta, Georgia and operates more than 1,707 stores across the United States, Canada and Mexico. The company with 299,000 employees, is the world's largest home improvement retailer, the second largest retailer in the United States and the third largest retailer on a global basis. As of the first quarter 2004, Home Depot reported net earnings of $1.1 billion. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 45 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Simon -- Cheltenham Square Mall Mortgage Loan is secured by a first mortgage on a 423,440 square foot portion of Cheltenham Square Mall, a 639,406 square foot regional mall located in Philadelphia, Pennsylvania. THE BORROWER: o The borrower, Cheltenham Square, L.P. (the "Simon -- Cheltenham Square Mall Borrower"), is a single-purpose, bankruptcy-remote entity with at least two independent managers for which Simon -- Cheltenham Square Mall Borrower's legal counsel has delivered a non-consolidation opinion at loan closing. The Simon -- Cheltenham Square Mall Borrower is 99.5% owned by its sole limited partner, Simon Capital Limited Partnership, a Delaware limited partnership and CS Company, LLC owns 0.5% and is the sole general partner. There is no borrower principal. o The Simon -- Cheltenham Square Mall Borrower is sponsored by Simon Property Group, Inc. (NYSE: "SPG") (Rated "BBB+" by S&P and "Baa" by Moody's), ("SPG"), an Indianapolis-based real estate investment trust (a "REIT") primarily engaged in the ownership, operation, leasing, management, acquisition, expansion and development of primarily regional malls and community shopping centers. SPG is the largest publicly traded retail real estate company in North America with a total market capitalization of approximately $34 billion as of October 14, 2004. As of September 30, 2004, SPG owned or held an interest in 301 properties in North America containing an aggregate of 204 million square feet of gross leasable area, which consisted of 173 regional malls, 67 community shopping centers, and four office and mixed-use properties in 37 states plus Canada and Puerto Rico. SPG also owns interests in three parcels of land held for future development and has ownership interests in 48 shopping centers in Europe. For the year ended December 31, 2003, SPG had total revenues of $2.3 billion and net income of $368.7 million. As of June 30, 2004, SPG reported liquidity of $519.1 million, total assets of $16.3 billion, and shareholders' equity of $3.2 billion. THE PROPERTY: o The collateral for the Simon -- Cheltenham Square Mall Mortgage Loan consists of the fee simple interest in a 423,440 square foot portion of a regional mall totaling 639,406 gross leasable square feet. The Simon -- Cheltenham Square Mall Mortgaged Property was completed in 1954, renovated in the 1980's and 1990's, and is situated on 64.9 acres at Washington Lane and Cheltenham Avenue in Philadelphia, Pennsylvania. o The Simon -- Cheltenham Square Mall Borrower, at its sole cost and expense, is required to keep the Simon -- Cheltenham Square Mall Mortgaged Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. The Simon -- Cheltenham Square Mall Borrower is also required to maintain a comprehensive all risk insurance policy without an exclusion for acts of terrorism. PROPERTY MANAGEMENT: o Simon Management Associates, LLC ("SMA"), an affiliate of the Simon - Cheltenham Square Mall Borrower, manages the Simon -- Cheltenham Square Mall Mortgaged Property. Headquartered in Indianapolis, Indiana and in business for approximately 44 years, SMA is a wholly owned subsidiary of Simon Property Group, L.P., a majority-owned partnership subsidiary of SPG that owns all but one of SPG's real estate properties. SMA provides day-to-day property management functions including leasing, management and development services to most of the SPG properties. CURRENT MEZZANINE OR SUBORDINATE INDEBTENESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 46 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SIMON -- CHELTENHAM SQUARE MALL - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 47 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (CROSSED POOL) - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] Congressional Village Jefferson at Congressional collateral is the Land upon which the apartment complex is situated. [PICTURE OMITTED] Photo taken in April 2002 prior to the completion of apartment complex This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 48 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: GACC ORIGINAL PRINCIPAL BALANCE: Total: $51,000,000 CV(1): $32,500,000 JC(1): $18,500,000 FIRST PAYMENT DATE: December 1, 2004 TERM/AMORTIZATION: 120/360 months INTEREST ONLY PERIOD: 12 months MATURITY DATE: November 1, 2014 EXPECTED MATURITY BALANCE: Total: $44,639,380 CV: $28,446,664 JC: $16,192,716 BORROWING ENTITY: CV Borrower, LLC/Congressional Village Associates, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/ defeasance: 116 payments Open: 4 payments UP-FRONT RESERVES(2): TAXES/INSURANCE RESERVE: Yes PERFORMANCE RESERVE(3): $11,700,000 DEBT SERVICE RESERVE: $486,000 REI/STOREHOUSE RENT RESERVE(4): $350,000 TENANT ALLOWANCE RESERVE: $185,000 PARKING RESERVE(5): $38,000 ONGOING MONTHLY RESERVES(2): REPLACEMENT RESERVE: $1,677 TI/LC RESERVE: $5,448 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) Congressional Village ("CV") and Jefferson at Congressional (Land) ("JC") are structured as two separate cross-collateralized loans to the same borrower. (2) Except where otherwise noted, reserves shown are for Congressional Village. (3) In connection with an expansion of the Congressional Village property by 52,000 square feet (25,944 square feet to be occupied by REI, 11,000 square feet to be occupied by Storehouse and the remaining portion to be leased to certain smaller tenants), the borrower established this escrow. During the first two years of the term of the Congressional Village Mortgage loan, provided no event of the default has occurred and the DSCR is at least 1.25x, (i) $5,000,000 of this reserve may be released to the borrower on a quarterly basis provided the property is at least 85% occupied and (ii) the remaining balance of this reserve may be released on a quarterly basis to the borrower provided the property is at least 90% occupied and all construction at the property has been completed. Any amounts not released to the borrower during this two year period will remain in a lender controlled account as additional collateral for the Congressional Village Mortgage loan. (4) In connection with free rent periods, the borrower established this escrow. Funds in this escrow may be released to the borrower, a portion on the date REI commences rent payments (anticipated to be December 17, 2004) and the remaining portion on the date Storehouse commences rent payments (anticipated to be January 22, 2005). (5) Reserve for Jefferson at Congressional (Land) Mortgage loan. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: Total: $51,000,000 CV: $32,500,000 JC: $18,500,000 CUT-OFF DATE LTV: CV(b): 73.9% JC: 81.5% AVERAGE CUT-OFF DATE LTV: 76.5% MATURITY DATE LTV: CV(b): 64.7% JC: 71.3% AVERAGE MATURITY DATE LTV: 66.9% UNDERWRITTEN DSCR(a): CV(b): 1.25x JC: 1.13x AVERAGE UNDERWRITTEN DSCR(a): 1.19x MORTGAGE RATE: 6.280% - -------------------------------------------------------------------------------- (a) DSCR figures based on net cash flow unless otherwise noted. (b) DSCR calculations for Congressional Village are depicted, except where otherwise noted, net of the $11,700,000 Performance Reserve. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: CV: Retail JC: Land PROPERTY SUB-TYPE: CV: Shadow Anchored JC: Land, Development LOCATION: Rockville, MD YEAR BUILT/RENOVATED: CV: 2004*/NAP JC: NAP NET RENTABLE SQUARE FEET: CV: 100,439 Avg.: $122 JC: 317,180 CUT-OFF BALANCE PER SF: CV: $324 JC: $58 OCCUPANCY AS OF 10/25/04: CV: 78.7% (leased) OCCUPANCY AS OF 9/27/04 JC: 100.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Ronald Cohen Management U/W NET CASH FLOW: CV: $1,923,628 JC: $1,545,332 APPRAISED VALUE: Total: $66,700,000 CV: $44,000,000** JC: $22,700,000 - -------------------------------------------------------------------------------- * Substantially built in 2004. ** As stabilized appraised value. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 49 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- CONGRESSIONAL VILLAGE - -------------------------------------------------------------------------------- UNDERWRITTEN --------------- Effective Gross Income ............. $ 2,953,452 Total Expenses ..................... $ 924,078 Net Operating Income (NOI) ......... $ 2,029,374 Cash Flow (CF) ..................... $ 1,923,628 DSCR on NOI(1) ..................... 1.32x DSCR on CF(1) ...................... 1.25x (1) DSCR is calculated net of $11,700,000 Performance Reserve. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- JEFFERSON AT CONGRESSIONAL (LAND) - -------------------------------------------------------------------------------- TRAILING-12 FULL YEAR UNDERWRITTEN (4/30/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income ............. $ 1,545,332 $ 1,363,100 $ 1,283,733 Total Expenses ..................... NAP NAP NAP Net Operating Income (NOI) ......... $ 1,545,332 $ 1,363,100 $ 1,283,733 Cash Flow (CF) ..................... $ 1,545,332 $ 1,363,100 $ 1,283,733 DSCR on NOI ........................ 1.13x .99x .94x DSCR on CF ......................... 1.13x .99x .94x - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (COMBINED)(1) - -------------------------------------------------------------------------------- UNDERWRITTEN --------------- Effective Gross Income ............. $ 4,498,784 Total Expenses ..................... $ 924,078 Net Operating Income (NOI) ......... $ 3,574,706 Cash Flow (CF) ..................... $ 3,468,960 DSCR on NOI(1) ..................... 1.23x DSCR on CF(1) ...................... 1.19x (1) DSCR for Congressional Village is calculated net of the $11,700,000 Performance Reserve - -------------------------------------------------------------------------------- TENANT INFORMATION -- CONGRESSIONAL VILLAGE - -------------------------------------------------------------------------------- RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TOP TENANTS S&P/MOODY'S TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - ---------------------------- -------------- ----------- ---------- ---------- ------------- ------------- ------------- REI ....................... Not Rated 25,944 25.8% 30.00 $ 778,320 21.0% 11/30/2019 Storehouse ................ Not Rated 11,000 11.0% 43.00 $ 473,004 12.8% 11/30/2009 Verizon Wireless .......... A+/Not Rated 6,668 6.6% 42.55 $ 283,728 7.7% 2/29/2008 Post Office ............... Not Rated 5,878 5.9% 19.00 $ 111,672 3.0% 4/30/2007 Beautiful Day Spa ......... Not Rated 4,562 4.5% 37.00 $ 168,072 4.5% 10/31/2009 Greek Taverna ............. Not Rated 4,127 4.1% 40.00 $ 165,084 4.5% 4/11/2014 Rockaway Bedding .......... Not Rated 4,000 4.0% 46.00 $ 183,960 5.0% 12/31/2014 ------ ---- ---------- ---- TOTAL ..................... 62,179 61.9% $2,163,840 58.4% This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 50 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TENANT INFORMATION -- JEFFERSON AT CONGRESSIONAL (LAND) - -------------------------------------------------------------------------------- RATINGS TOTAL % OF POTENTIAL % POTENTIAL LEASE TENANT S&P/MOODY'S TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - --------------------------- ------------- ----------- ---------- ---------- ------------- ------------- ----------- Jefferson at Congressional Village LLC(1) .......... Not Rated 317,180 100.0% $ 4.30 $1,363,100 100.0% 11/30/2009 (1) There are seven 10-year automatic renewal options and one 3-year automatic renewal option, thereby having an effective lease term through 2082. - -------------------------------------------------------------------------------- LEASE ROLLOVER SHEET -- CONGRESSIONAL VILLAGE - -------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - -------------------- ------------- ---------- ---------- ------------ --------------- ---------- 2005 .............. 1 3,000 3.0% 3,000 3.0% $114,000 2007 .............. 2 8,847 8.8% 11,847 11.8% $165,120 2008 .............. 3 13,046 13.0% 24,893 24.8% $561,648 2009 .............. 3 18,612 18.5% 43,505 43.3% $793,572 2013 .............. 1 1,500 1.5% 45,005 44.8% $ 48,360 2014 .............. 2 8,127 8.1% 53,132 52.9% $349,044 2019 .............. 1 25,944 25.8% 79,076 78.7% $778,320 Vacant ............ 21,363 21.3% 100,439 100.0% $892,243 - ------ ----- TOTAL ............. 13 100,439 100.0% This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 51 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS -- CONGRESSIONAL VILLAGE - -------------------------------------------------------------------------------- The property is 78.7% leased by a total of 13 retail tenants at an average lease rate of $35.54 per square foot triple net lease. The two largest tenants, representing 36.8% of total net rentable area, are: o Recreational Equipment, Inc. ("REI") (Not Rated), founded in 1938, is a supplier of specialty outdoor gear and clothing that occupies 25,944 square feet (25.8%) under a 15-year lease that expires in November 2019, and provides for three 5-year renewal options. REI operates 66 retail stores in the U.S. and conducts direct sales via the internet (REI.com and REI-OUTLET.com), telephone and mail. REI is structured as a consumer cooperative and is the nation's largest consumer cooperative with more than 2 million members. While non-members are welcome to shop at REI, only members enjoy special benefits, including an annual member refund on eligible purchases. REI's disbursed refunds to its active members in 2003 totaling $41 million, and provided nearly $2 million in donations in support of the outdoors and outdoor recreation. As of December 31, 2003, REI had total assets of $501.2 million and member's equity of $248.7 million including cash and investments of $122.8 million. For the 12 months ended December 31, 2003, REI had sales of $805.3 million. o Storehouse (Not Rated), a furniture retailer, leases 11,000 square feet (11.0%) under a five-year lease which expires in November 2009 and provides for three 5-year renewal options. Storehouse is a division of The Rowe Companies (AMEX: "ROW"). Through its subsidiary Rowe Furniture, The Rowe Companies make upholstered and leather sofas, love seats and chairs in traditional, contemporary and country styles. Rowe Furniture supplies furniture to more than 1,200 retailers and runs a 60-store retail furniture chain which does business under the Storehouse name. Most of the Storehouse retailers are located in the mid-Atlantic and southern states, and sell Rowe products, as well as case goods, lamps, framed art, antiques and more. As of November 30, 2003, The Rowe Companies had total assets of $130.0 million (including liquidity of $3.71 million), and stockholders' equity of $51.9 million. For the year then ending November 30, 2003. The Rowe Companies had sales of $279.4 million. - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS -- JEFFERSON AT CONGRESSIONAL (LAND) - -------------------------------------------------------------------------------- The borrower leases 100% of the property to Jefferson at Congressional LLC, an entity controlled by JPI, at an annual lease rate of $1,363,100 ($4.30 per square foot). Jefferson at Congressional LLC, an entity controlled by JPI, represents 100% of total net rentable area. o JPI is a fully-integrated real estate firm that specializes in the acquisition, development, construction and management of residential communities. JPI ground leases the subject property under a 7 year lease expiring November 30, 2009. The lease has ten 7-year extension options plus one final 3-year option. The lease expiration date inclusive of all renewal options is November 30, 2082. The options are automatic unless the lessee, which is constructing a 403 unit Class A apartment complex on the property, chooses to terminate the lease. Current ground lease rent is $1,363,100 annually (payable monthly). Effective June 1, 2006, the ground rent will begin increasing by 3% per annum. o JPI is headquartered in Irving, Texas. JPI's focus is building and acquiring apartment communities and student housing communities. Most of JPI's activity is conducted through an investment venture with General Electric Capital Services which has committed over $650 million in equity to JPI. JPI operates in markets throughout the United States, including California, the Midwest and the Pacific Northwest. JPI is a developer of residential real estate and one of the largest privately-owned multi-family real estate companies in the country. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 52 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE CONGRESSIONAL VILLAGE LOAN: o The Congressional Village Mortgage Loan is secured by a first mortgage on a 100,439 square foot retail center located in Rockville, Maryland. The Congressional Village Mortgage loan is cross-collateralized and cross-defaulted with the $18.5 million loan on the fee interest in the land underneath Jefferson at Congressional Village Apartments, which is located adjacent to the Congressional Village property. THE JEFFERSON AT CONGRESSIONAL (LAND) LOAN: o The Jefferson at Congressional (Land) Mortgage Loan is secured by a first mortgage on a 317,180 square foot (7.28 acres) parcel of land located in Rockville, Maryland. The loan is cross-collateralized and cross-defaulted with the $32,500,000 loan on the fee interest in the Congressional Village Shopping Center, which is located adjacent to the Jefferson at Congressional property. THE BORROWERS: o The borrowers, CV Borrower, LLC and Congressional Village Associates, LLC, are each single-purpose, bankruptcy-remote entities. Congressional Village Associates, LLC previously owned a hotel property (not part of the loan collateral) located adjacent to the Congressional Village and Jefferson at Congressional properties, but sold this parcel prior to entering into the subject loans. The loan sponsors are Bresler & Reiner, Inc. and Ronald Cohen of The Cohen Companies. o Bresler & Reiner, Inc. is a real estate development and management firm based in Washington, D.C. The company operates in two main areas: residential land development and construction, and rental property ownership and management. Rental properties include Class A and B office properties, retail properties, apartment properties and mixed-use developments. Bresler & Reiner, Inc.'s real estate assets include more than 1.4 million square feet of office, industrial and retail space located in the Washington, D.C. area and in Philadelphia. Bresler & Reiner, Inc. a repeat sponsor of a Deutsche Bank borrower, has been in operation for over 20 years, has approximately 65 employees, and operates primarily in the Washington, D.C./Baltimore area. As of December 31, 2003, Bresler & Reiner, Inc. had shareholders' equity of $128.09 million including liquidity of $79.06 million. o Ronald Cohen, a sponsor and the principal for this transaction, is an owner and operator of commercial real estate, primarily through his family-owned business. The Cohen Companies. Founded in 1973, The Cohen Companies specializes in the acquisition and management of urban and suburban office buildings, hotels, retail centers and residential properties in the Washington, D.C. metropolitan statistical area. The Cohen Companies currently controls over 3.5 million square feet of office, retail, hotel and multi-family space. The Congressional Village Mortgage Loan is 100% recourse to Ronald Cohen until (i) 90% of the leasable space is leased to bona fide third party tenants that are in occupancy and paying rent and (ii) the DSCR is at least 1.25x. o As of December 31, 2003, Ronald Cohen had a net worth of $105.55 million including liquidity of $6.35 million. Combined, the loan sponsors have a net worth of approximately $233.6 million including liquidity of approximately $85.4 million. THE CONGRESSIONAL VILLAGE PROPERTY: o The collateral for the Congressional Village Mortgage Loan consists of the fee simple interest in a 100,439 square foot retail center. The property is located in Rockville, Maryland, approximately seven miles north of Washington, D.C. The site is 5.86 acres and contains three retail buildings. o The original section of the main building was constructed in 1984 and expanded in 2003. The second retail building, a multi-tenant, single-story structure was also constructed in 1984 and expanded in 2003. The third building is an approximately 5,800 square feet freestanding building which has been operated as a post office since the mid 1960's. o There are 266 surface parking spaces on-site. In addition, 279 spaces in an adjacent parking garage (currently under construction and not collateral for this loan) have been allocated to the owner pursuant to a parking space easement agreement with the tenant of the Jefferson at Congressional property. Upon completion of the garage, there will be 390 spaces available, a ratio of 3.9 spaces per 1,000 square feet of net rentable area. o At present, the two main retail buildings are being expanded by a total of approximately 52,000 square feet of which 25,944 square feet will be occupied by REI, 11,000 square feet will be occupied by Storehouse (furniture). The remaining square feet will be leased to smaller shop tenants. THE JEFFERSON AT CONGRESSIONAL (LAND) PROPERTY: o The collateral for the Mortgage Loan consists of the fee interest of in a 317,180 square foot (7.28 acre) parcel of land located in Rockville, Maryland, approximately seven miles north of Washington, D.C. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 53 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- o JPI is building a Class "A" 403-unit apartment complex known as Jefferson at Congressional Apartments on the Jefferson at Congressional (Land). The complex is approximately 75% developed and is expected to be completed in late 2004 or early 2005. Upon completion, the complex will have fourteen 4-story residential buildings, a 10,995 square foot clubhouse building and two parking structures. Gross building area will be 405,000 square feet; net rentable area will be 385,000 square feet (average apartment size of 955 square feet). o The property is located on the south side of Halpine Road just west of Rockville Pike, providing access to the City of Frederick to the north and the District of Columbia to the south. The property is visible from Rockville Pike. Access to the site is provided from Halpine Road and Jefferson Street. Adjacent properties include Congressional Village Shopping Center, a property also owned by the borrower, a Ramada Inn, residential garden apartments, Congressional Plaza Shopping Center, and high-rise apartments and general commercial properties. PROPERTY MANAGEMENT: o Ronald Cohen Management, a division of The Cohen Companies and an affiliate of the borrower, manages the property. The Cohen Companies, founded in 1973, specializes in the acquisition and management of urban and suburban office buildings, hotels, retail centers and residential properties in the Washington, DC metropolitan statistical area. The Cohen Companies currently own or operate over 3.5 million square feet of office, retail, hotel and multi-family space. RELEASE: o In connection with a defeasance of either of the Congressional Village property, or the Jefferson at Congressional property, the related loan documents permit the borrowers to obtain a release of the other property upon the delivery of defeasance collateral equal to 115% of the principal balance of the note related to defeased property (and subject to the sactisfaction of certain other conditions). In connection with such defeasance, the defeasance collateral will be transferred to a single-purpose bankruptcy-remote entity and the defeased loan will no longer be crossed with the other loan. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 54 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CONGRESSIONAL VILLAGE & JEFFERSON AT CONGRESSIONAL (LAND) (CROSSED POOL) - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 55 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- [PICTURE OMITTED] 2115 Wisconsin Avenue, NW [PICTURE OMITTED] 1600 K Street, NW This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 56 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS ICG PORTFOLIO - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: GECC ORIGINAL PRINCIPAL BALANCE(1): $50,500,000 FIRST PAYMENT DATE: December 1, 2004 TERM/AMORTIZATION: 84/360 months INTEREST ONLY PERIOD: 36 months MATURITY DATE: November 1, 2011 EXPECTED MATURITY BALANCE: $47,633,026 BORROWING ENTITY: 1600 Capital Associates LLC and 2115 Capital Associates LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 81 payments Open: 3 payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes IMMEDIATE REPAIR RESERVE: $201,850 TENANT ESCROW(2): $1,074,059 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $4,310 TI/LC RESERVE(3): $37,200 LOCKBOX: Hard - -------------------------------------------------------------------------------- (1) At closing the borrower incurred additional financing of $3 million (4.4% of appraised value) in the form of a subordinated B-note, which is not included in the calculations herein. (2) $586,030 allocated to four tenants' tenant improvement costs. $177,345 allocated to three new executed leases to be disbursed when each tenant provides acceptable tenant estoppels, are open for business, and have commenced paying rent. $150,000 allocated to the tenants expiring in 2008 in the 2115 Wisconsin Avenue, NW property for TI/LC. $87,912 allocated to 11 tenants to be disbursed when each tenant commences paying increased rent. $72,772 allocated to three tenants to be disbursed upon Lender's receipt of a fully executed renewal lease at a rental rate at or above the existing rate for a minimum of five years. (3) Capped at $2,500,000 and if used must be funded back up to $2,500,000. Once the tenants expiring in 2008 in the 2115 Wisconsin Avenue, NW property have either renewed or the space has been re-leased at terms acceptable to the mortgagee, the cap on the rollover reserve will be reduced to $500,000. At the time of the cap reduction any amounts in excess of $500,000 in the TI/LC Reserve are required to remain in the reserve. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE(1) $50,500,000 CUT-OFF DATE LTV: 74.5% MATURITY DATE LTV: 70.3% UNDERWRITTEN DSCR: 1.26x MORTGAGE RATE: 5.23% - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB-TYPE: Mixed LOCATION: Washington, DC YEAR BUILT/RENOVATED: 1600 K STREET, NW 1950/1999 2115 WISCONSIN AVENUE, 1988/NA NW NET RENTABLE SQUARE FEET: 259,184 CUT-OFF BALANCE PER SF: $195 OCCUPANCY AS OF 6/30/04: 94.1% 1600 K STREET, NW 80.4% 2115 WISCONSIN AVENUE, 100.0% NW OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Stoladi Property Group U/W NET CASH FLOW: $4,207,288 APPRAISED VALUE: $67,750,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 57 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (6/30/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income ............. $7,533,426 $6,968,731 $7,175,819 Total Expenses ..................... $2,867,356 $2,552,841 $2,553,468 Net Operating Income (NOI) ......... $4,666,070 $4,415,890 $4,622,351 Cash Flow (CF) ..................... $4,207,288 $4,365,115 $4,520,875 DSCR on NOI ........................ 1.40x 1.32x 1.38x DSCR on CF ......................... 1.26x 1.31x 1.35x - -------------------------------------------------------------------------------- TENANT INFORMATION -- 2115 WISCONSIN AVENUE, NW - -------------------------------------------------------------------------------- RATINGS TENANT S&P/MOODY'S TOTAL SF % TOTAL SF RENT SF ------------- ---------- ------------ ----------- Top Tenants Medstar(1) .................... BBB/Baa2 66,873 37.0% $ 24.79 Fannie Mae .................... AAA/Aaa 62,485 34.6 $ 24.95 Georgetown University ......... BBB+/A3 50,334 27.8 $ 24.98 ------ ---- TOTAL ......................... 179,692 99.4% POTENTIAL % POTENTIAL LEASE RENT RENT EXPIRATION -------------------- ------------- ------------------- Top Tenants Medstar(1) .................... $1,657,979 37.1% 10/31/2008(2) Fannie Mae .................... 1,559,147 34.8 4/30/2008(3) Georgetown University ......... 1,257,343 28.1 10/31/2008(4) ------------- ----- TOTAL ......................... $4,474,469 (5) 100.0% (1) Rating of parent company. (2) The Medstar lease has two, 5-year renewal options. (3) The Fannie Mae lease has two, 2-year renewal options. (4) The Georgetown University lease has two, 5-year renewal options. (5) In addition there is $439,051 of net parking income. - -------------------------------------------------------------------------------- TENANT INFORMATION -- 1600 K STREET, NW - -------------------------------------------------------------------------------- RATINGS TENANT POTENTIAL % POTENTIAL LEASE S&P/MOODY'S TOTAL SF % TOTAL SF RENT SF RENT RENT EXPIRATION ------------- ---------- ------------ ----------- ------------- ------------- ----------- Top Tenants Olives DC, LLC(1) ............ Not Rated 11,557 14.8% $ 43.00 $ 496,902 18.6% 11/30/2013 Radio Television News ........ Not Rated 8,670 11.1 $ 34.46 298,768 11.2 10/31/2011 Control Risks Group, LLC ..... Not Rated 6,509 8.3 $ 32.80 213,495 8.0 1/31/2013 ------ ---- ---------- ---- TOTAL ........................ 26,736 34.1% $1,009,165 37.7% (1) Ground floor retail. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 58 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- LEASE ROLLOVER SHEET -- 2115 WISCONSIN AVENUE, NW - -------------------------------------------------------------------------------- NUMBER OF CUMULATIVE CUMULATIVE % BASE RENT YEAR OF EXPIRATION LEASES EXPIRING EXPIRING SF % TOTAL SF TOTAL SF TOTAL SF EXPIRING - ------------------ ----------------- ------------- ------------ ------------ -------------- ------------- 2008 .............. 3 179,692 99.4% 179,692 99.4% $4,474,469 -- ------- ----- TOTAL(1) .......... 3 179,692 99.4% (1) Does not include 1,155 SF (0.64% of total SF) allocated to the Fitness Center which does not pay rent. - -------------------------------------------------------------------------------- LEASE ROLLOVER SHEET -- 1600 K STREET, NW(1) - -------------------------------------------------------------------------------- NUMBER OF LEASES CUMULATIVE CUMULATIVE % BASE RENT YEAR OF EXPIRATION EXPIRING EXPIRING SF % TOTAL SF TOTAL SF TOTAL SF EXPIRING - ------------------ ---------- ------------- ------------ ------------ -------------- ---------- 2004 .............. 1 183 0.2% 183 0.2% $ 2,196 2005 .............. 1 1,058 1.4 1,241 1.6% $ 15,479 2006 .............. 3 5,058 6.5 6,299 8.0% $183,632 2007 .............. 2 3,464 4.4 9,763 12.5% $ 72,337 2008 .............. 1 3,997 5.1 13,760 17.6% $153,285 2009 .............. 1 4,690 6.0 18,450 23.6% $157,865 2010 .............. 3 6,238 8.0 24,688 31.5% $186,283 2011 .............. 1 8,670 11.1 33,358 42.6% $298,768 2012 .............. 2 2,331 3.0 35,689 45.6% $ 69,705 2013 .............. 3 18,066 23.1 53,755 68.6% $710,397 2014 .............. 3 10,750 13.7 64,505 82.3% $408,450 Vacant ............ 13,832 17.7 78,337 100.0% -- ------ ----- TOTAL ............. 21 78,337 100.0% (1) Information from Underwritten Rent Roll. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 59 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- 2115 WISCONSIN AVENUE, NW o MedStar (Parent company Rated "BBB" by S&P and "Baa2" by Moody's) occupies a total of 66,873 square feet (37.0% of net rentable area of the property and 25.8% of net rentable area of the properties in the aggregate). It contributes $1,657,979 to the base rental income (37.1% of the property and 23.2% of the properties in the aggregate). MedStar Health is a not-for-profit, community-based healthcare organization that owns and operates seven major hospitals and other healthcare services in the Baltimore/Washington area. MedStar Health is the third-largest employer in the region with more than 22,000 employees and 4,000 affiliated physicians. Its hospitals and healthcare organizations serve more than half-a-million patients each year. o Fannie Mae (Rated "AAA" by S&P and "Aaa" by Moody's) occupies a total of 62,485 square feet (34.6% of net rentable area of the property and 24.1% of net rentable area of the properties in the aggregate). It contributes $1,559,147 to the base rental income (34.9% of the property and 21.8% of the properties in the aggregate). Fannie Mae, is a source of financing for home mortgages in the United States. Fannie Mae was chartered by the United States Congress to provide liquidity in the secondary mortgage market to increase the availability and affordability of homeownership for low-, moderate- and middle-income Americans. Fannie Mae's headquarters is located less than two miles from the property and shuttle service is available between the two locations. o Georgetown University (Rated "BBB+" by S&P and "A3" by Moody's) occupies 50,334 square feet (27.8% of the property and 19.4% of net rentable area of the properties in the aggregate). It contributes $1,257,343 to the base rental income (28.1% of the property and 17.6% of the properties in the aggregate). Founded in 1789, Georgetown is the nation's oldest Catholic university. Georgetown has four undergraduate schools, graduate programs, a law school and a medical school. There are over 13,000 students enrolled at Georgetown. Georgetown University uses this location for administration purposes. The Georgetown Alumni Association and the Office of Planned Giving, among other departments, are located at this property. 1600 K STREET, NW o Olive's DC, LLC (Not Rated) occupies a total of 11,557 square feet (14.8% of net rentable area of the property and 4.5% of net rentable area of the properties in the aggregate). It contributes $496,902 to the base rental income (18.6% of the property and 7.0% of the properties in the aggregate). Olive's is a Todd English sponsored restaurant which has four other locations throughout the US. In addition to Olive's, other Todd English sponsored restaurants include Tuscany, Bonfire, and Figs located in New York, Florida, Massachusetts and Connecticut. His restaurants are located throughout the world including the Cunard Line's ship, the Queen Mary 2. o Radio Television News (Not Rated) occupies a total of 8,670 square feet (11.1% of net rentable area of the property and 3.4% of net rentable area of the properties in the aggregate). It contributes $298,768 to the base rental income (11.2% of the property and 4.2% of the properties in the aggregate). The Radio and Television News Directors Association is the world's largest professional organization devoted exclusively to electronic journalism. The Radio and Television News Directors Association represents local and network news executives in broadcasting, cable and other electronic media in more than 30 countries. o Control Risks Group, LLC (Not Rated) occupies a total of 6,509 square feet (8.3% of net rentable area of the property and 2.5% of net rentable area of the properties in the aggregate). It contributes $213,495 to the base rental income (8.0% of the property and 3.0% of the properties in the aggregate). Founded in 1975, Control Risks Group is a leading, specialist, international business risk consultancy employing 375 people in 17 offices worldwide. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 60 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN o The ICG Office Portfolio Loan is secured by a first mortgage on two office properties: 1600 K Street, NW, an 8-story office building containing 78,337 net rentable square feet located in the Washington, D.C. central business district and 2115 Wisconsin Avenue, NW, a 6-story office building containing 180,847 net rentable square feet located in Georgetown. o General Electric Capital Corporation provided the borrowers of the ICG Portfolio Loan an A Note in the amount of $50,500,000 and a B Note in the amount of $3,000,000 and assigned its interest in the B Note to CBA-Mezzanine Capital Finance, LLC. The A Loan and the B Loan are subject to an Intercreditor Agreement pursuant to which the B Loan is required to be at all times be junior, subject and subordinate to the A Loan. THE BORROWER o The borrowers are 1600 Capital Associates LLC and 2115 Capital Associates LLC, and are both single-purpose, bankruptcy remote entities, whose managing members each have independent directors. The non-managing member for the borrowers is Potomac Realty Holdings LLC with 99.5% interest in each borrower. Potomac Realty Holdings LLC is 100% owned by 1600/2115 Partners LLC. o The sponsors of the borrower include Darik Elwan, Ibraham Elwan and Rahdy Elwan who control Infrastructure Capital Group (ICG). ICG is a worldwide development company with offices located in Washington, D.C. and Dubai, UAE. The firm is engaged in the development of public infrastructure projects, primarily for third world countries and municipalities, as well as the development and acquisition of commercial real estate. The commercial real estate group, headquartered in Washington, DC, concentrates on development and acquisition opportunities throughout the Mid-Atlantic and Southeastern United States. In addition to owning the 1600 K. Street and 2115 Wisconsin Avenue properties, ICG owns 901 F Street, its Washington, D.C. headquarters and Courthouse Towers in Miami, Florida. THE PROPERTY o The collateral for the ICG Portfolio Loan consists of the fee simple interests in 1600 K Street, NW and 2115 Wisconsin Avenue, NW, Washington, D.C. The properties have a combined 259,184 net rentable square feet, a weighted average occupancy of 94.1%, and 20 tenants; 69.3% of the net rentable square footage is leased to investment grade tenants. o 1600 K Street, NW is located at the southwest corner of 16th and K Street in Washington, DC and is located approximately two blocks north of the White House/Treasury Complex, in the heart of the central business district of Washington, DC. The appraiser reported that the immediate surroundings are comparable office and commercial properties, largely constructed in the same timeframe as 1600 K Street, NW. Notable properties within close proximity to 1600 K Street, NW are St. John's Church, the Hay Adams Hotel and several other hotels, the US Court of Appeals, the Army/Navy Club, the Blair and Decatur Houses, the Asian Development Bank and the Executive Office Buildings. o 1600 K Street, NW is an eight-story office building containing 78,337 net rentable square feet. The appraiser reported that the property was constructed in the 1950's and renovated in 1999. The property does not have a parking garage but is situated within two blocks of the McPherson Square and Farragut North Metro Rail Stations and the property is close to public parking. 1600 K Street is 80.4% leased to 17 tenants as of the June 2004 rent roll. o 2115 Wisconsin Avenue, NW is located on the east side of Wisconsin Avenue, situated between Whitehaven Street to the south and W Street to the north. It is part of the larger Georgetown Center complex, which includes an adjacent office building and the Observatory Residential Condominiums. It is located adjacent to the U.S. Naval Observatory, the Vice President's permanent home. Shopping and entertainment areas are located a few blocks south of the property in the Georgetown district. Both Georgetown University and Georgetown Hospital are a few blocks to the southwest. o 2115 Wisconsin Avenue, NW is a six-story office building containing 180,847 net rentable square feet and a related parking garage. It shares a brick common courtyard with the Observatory Condominiums and Georgetown Center I. Parking is provided in the four-level underground parking garage located under 2115 Wisconsin Avenue, NW and the Observatory Condominiums. 346 parking spaces are allocated to 2115 Wisconsin Avenue, NW with the remaining spaces allocated to other properties. 2115 Wisconsin Avenue, NW is 100% leased to three investment grade tenants as of the June 2004 rent roll. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 61 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- PROPERTY MANAGEMENT o Stoladi Property Group manages the collateral of the ICG Portfolio Loan and is not affiliated with the borrower. The Stoladi Property Group was founded in Washington, D.C. in 1993, by Jim R. Stokes and Melise Fouladi. It currently manages a portfolio of approximately 2 million square feet in the Washington, D.C. area. CURRENT MEZZANINE OR SUBORDINATED INDEBTEDNESS o The borrower has incurred additional financing of $3,000,000 via a subordinate B-Note assigned to CBA-Mezzanine Capital Finance, LLC that is held outside the trust. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS o Not allowed. PARTIAL RELEASE o The loan documents permit partial release of collateral following the Defeasance Lockout period. The required partial defeasance amounts are as follows: 125% of the allocated loan amount for the 1600 K Street, NW property and 110% of the allocated loan amount for the 2115 Wisconsin Avenue, NW property. A partial release is permitted as long as certain conditions are satisfied including, (1) the debt service coverage ratio for the remaining property is equal to or greater than the greater of (a) the debt service coverage ratio for the previous 12-month period and (b) the debt service coverage ratio that existed at the time the loan was funded; and (2) the 1600 K Street, NW property cannot be released until the tenants expiring in 2008 in the 2115 Wisconsin Avenue, NW have been renewed on terms reasonably acceptable to mortgagee or at least 90% of such space has been re-leased with tenants and on terms reasonably acceptable to mortgagee. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 62 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET ICG PORTFOLIO - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 63 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) - -------------------------------------------------------------------------------- [PICTURE OMITTED] [PICTURE OMITTED] Lake San Marino Southfork [PICTURE OMITTED] [PICTURE OMITTED] Lake Juliana Landings Lake San Marino This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 64 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET o SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) o SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOANS: o The "Sun Communities Portfolio Loans" consist of the following Mortgage Loans which are secured by manufactured housing community or recreational vehicle properties (each a "Sun Communities Portfolio Property") owned by affiliates of Sun Communities Operating Limited Partnership ("SCOLP"): "Sun Communities Portfolio 4", "Sun Communities -- Southfork", "Sun Communities -- Bonita Lake" and "Sun Communities Portfolio 13". The Sun Communities Portfolio 4 Loan is secured by a first mortgage on three manufactured housing community properties located in Elkhart, Indiana, Warren, Michigan and Auburndale, Florida consisting of 757 pads and by a 412-space recreational vehicle property located in Naples, Florida and has a cut-off date balance of $27,620,542. The Sun Communities -- Southfork Loan is secured by a first mortgage on a 477-pad manufactured housing community property located in Belton, Missouri and has a cut-off date balance of $13,360,000. The Sun Communities -- Bonita Lake Loan is secured by a first mortgage on a 167-space recreational vehicle property located in Bonita Springs, Florida and has a cut-off date balance of $1,520,000. The Sun Communities Portfolio 13 Loan is secured by a first mortgage on a 309-pad manufactured housing community property located in Sauk Village, Illinois and by an 837-space recreational vehicle property located in Fort Myers, Florida and has a cut-off date balance of $36,487,198. o Sun Communities Portfolio 4 and Sun Communities -- Southfork are cross-collateralized and cross-defaulted. Sun Communities -- Bonita Lake and Sun Communities Portfolio 13 are cross-collateralized and cross-defaulted. THE BORROWERS: o Each of the loans in the Sun Communities Portfolio feature separate borrowers (collectively, the "Sun Communities Portfolio Borrowers"). Each Sun Communities Portfolio Borrower is a Michigan limited liability company that is a single-purpose, bankruptcy-remote entity and features two independent directors. In addition, each Sun Communities Portfolio Borrower's legal counsel delivered a non-consolidation opinion at the closing of the related Sun Communities Portfolio Loan. o Sun Communities, Inc., a Maryland corporation ("Sun"), is a fully integrated, self-administered and self-managed REIT, which owns, operates and develops manufactured housing communities concentrated in the Midwestern and southeastern United States. Sun, together with affiliates and predecessors, has been in the business since 1975. Structured as an umbrella partnership REIT, or UPREIT, Sun is the sole general partner and holder of approximately 75% of the partnership interests in SCOLP, the related borrower principal and the entity through which Sun conducts substantially all of their operations, and which owns, either directly or indirectly through subsidiaries, all of the assets. o As of December 31, 2003, the REIT owned and operated a portfolio of 127 properties located in 17 states, consisting of 115 manufactured housing communities, five recreational vehicle communities and seven properties containing both manufactured housing and recreational vehicle sites. As of December 31, 2003, the Sun Communities Portfolio Properties contained an aggregate of 43,875 developed sites comprised of 38,797 developed manufactured housing sites and 5,078 recreational vehicle sites, plus an additional 6,756 manufactured housing sites suitable for development. THE PROPERTIES: o The collateral for each Sun Communities Portfolio Loan generally consists of the fee simple interest in the related Sun Communities Portfolio Property. Each Sun Communities Portfolio Property features certain amenities, which generally include clubhouses, swimming pools, basketball courts, volleyball courts, children's playgrounds and shuffleboard courts. Each Sun Communities Portfolio Property features access to public water and sewer service. o Each Sun Communities Portfolio Borrower is generally required at its sole cost and expense to keep the related Sun Communities Portfolio Property insured against loss or damage by fire and other risks addressed by coverage of a comprehensive all risk insurance policy. PROPERTY MANAGEMENT: o Each Sun Communities Portfolio Property is self-managed by its related Sun Communities Portfolio Borrower. SCOLP, through its subsidiaries, currently manages 43,875 developed sites comprised of 38,797 developed manufactured housing sites and 5,078 recreational vehicle sites, plus an additional 6,756 manufactured housing sites suitable for development. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 65 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET o SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) o SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) - -------------------------------------------------------------------------------- Each Sun Communities Portfolio Borrower neither receives nor pays any management fee or other compensation in connection with the management of the Sun Communities Portfolio Properties and none are subject to a formal management agreement. In the event any Sun Communities Portfolio Borrower elects to have the properties managed by a property manager, whether or not affiliated with the Sun Communities Portfolio Borrower, such property manager (if not affiliated with the Sun Communities Portfolio Borrower) shall be a qualified manager approved by mortgagee, and the Sun Communities Portfolio Borrower shall enter into an acceptable management agreement and subordination thereof that conforms to mortgagee's standards. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 66 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: BofA ORIGINAL PRINCIPAL BALANCE: Portfolio 4 $27,620,542 Southfork 13,360,000 ---------- Total $40,980,542 FIRST PAYMENT DATE: August 1, 2004 LOAN TERM/AMORTIZATION TERM: 84/360 months INTEREST ONLY PERIOD: 24 months MATURITY DATE: July 1, 2011 EXPECTED MATURITY BALANCE: Portfolio 4 $25,489,500 Southfork 12,329,219 ---------- Total $37,818,719 BORROWING ENTITY: Sun Pool 4 LLC, Sun Lake Juliana LLC, and Sun Lake San Marino, LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 78 payments Open: 6 payments ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE(1): Springing REPLACEMENT RESERVE(1): Springing LOCKBOX: Springing - -------------------------------------------------------------------------------- (1) Replacement and Tax/Insurance reserves spring if the DSCR for the Property and Crossed Property for the immediately preceding 3-month period is less than 1.10x to 1.00x and continue until the DSCR for the preceding 6-month period is not less than 1.10x to 1.00x. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: Portfolio 4 $27,620,542 Southfork 13,360,000 ---------- Total $40,980,542 CUT-OFF DATE LTV: Portfolio 4 78.9% Southfork 80.0% Average 79.3% MATURITY DATE LTV: Portfolio 4 72.8% Southfork 73.8% Average 73.2% UNDERWRITTEN DSCR: Portfolio 4 1.43x Southfork 1.33x Average 1.40x MORTGAGE RATE(a): 4.931% - -------------------------------------------------------------------------------- (a) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Manufacturing Housing PROPERTY SUB-TYPE: Manufactured Housing LOCATION: Michigan, Florida, Indiana, Missouri YEAR BUILT/RENOVATED: Lafayette Place 1964 Lake San Marino 1970 Lake Juliana Landings 1986 Four Seasons 1989 Southfork 1987 PADS: Lafayette Place 254 Lake San Marino 412 Lake Juliana Landings 285 Four Seasons 218 Southfork 477 --- Total 1,646 CUT-OFF BALANCE PER PAD: Portfolio 4 $23,628 Southfork $28,008 Average $24,897 OCCUPANCY: Lafayette Place 6/30/04 98.0% Lake San Marino (8/3/04) 100.0% Lake Juliana Landings (6/30/04) 82.1% Four Seasons (6/30/04) 99.1% Southfork (5/31/04) 83.4% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Borrower/Owner Managed U/W NET CASH FLOW: Portfolio 4 $2,526,292 Southfork 1,138,748 --------- Total $3,665,040 APPRAISED VALUE: Portfolio 4 $35,000,000 Southfork 16,700,000 ---------- Total $51,700,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 67 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- TOTAL - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (5/31/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income ............. $5,880,785 $6,184,679 $5,653,025 Total Expenses ..................... $2,133,295 $1,916,410 $1,853,546 Net Operating Income (NOI) ......... $3,747,490 $4,268,270 $3,799,479 Cash Flow (CF) ..................... $3,665,040 $4,268,270 $3,799,479 DSCR on NOI ........................ 1.43x 1.63x 1.45 DSCR on CF ......................... 1.40x 1.63x 1.45 - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- PORTFOLIO 4 - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (6/30/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income ............. $4,079,795 $4,416,108 $3,886,169 Total Expenses ..................... $1,494,903 $1,375,940 $1,303,446 Net Operating Income (NOI) ......... $2,584,892 $3,040,168 $2,582,723 Cash Flow (CF) ..................... $2,526,292 $3,040,168 $2,582,723 DSCR on NOI ........................ 1.46x 1.72x 1.46x DSCR on CF ......................... 1.43x 1.72x 1.46x - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- SOUTHFORK - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (5/31/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income ............. $1,800,990 $1,768,571 $1,766,856 Total Expenses ..................... $ 638,392 $ 540,470 $ 550,100 Net Operating Income (NOI) ......... $1,162,598 $1,228,102 $1,216,756 Cash Flow (CF) ..................... $1,138,748 $1,228,102 $1,216,756 DSCR on NOI ........................ 1.36x 1.44x 1.42x DSCR on CF ......................... 1.33x 1.44x 1.42x This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 68 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 4 & SOUTHFORK (CROSSED POOL) - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 69 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) - -------------------------------------------------------------------------------- [PICTURE OMITTED] Candlelight Village [PICTURE OMITTED] Candlelight Village [PICTURE OMITTED] Siesta Bay This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 70 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS SUN COMMUNITIES -- PORTFOLIO 13 & BONITA LAKE - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: BofA ORIGINAL PRINCIPAL BALANCE: Portfolio 13 $36,487,198 Bonita Lake 1,520,000 ---------- Total $38,007,198 FIRST PAYMENT DATE: August 1, 2004 TERM/AMORTIZATION: 84/360 months INTEREST ONLY PERIOD: 24 months MATURITY DATE: July 1, 2011 EXPECTED MATURITY BALANCE: Portfolio 13 $33,672,055 Bonita Lake 1,402,725 ---------- Total $35,074,780 BORROWING ENTITY: Sun Candlelight Village LLC, Sun Siesta Bay LLC and Sun Bonita LLC INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout/defeasance: 78 payments Open: 6 payments ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE(1): Springing REPLACEMENT RESERVE(1): Springing LOCKBOX: Springing - -------------------------------------------------------------------------------- (1) Replacement and Tax/Insurance reserves spring if the DSCR for the Property and Crossed Property for the immediately preceding 3-month period is less than 1.10x to 1.00x and continue until the DSCR for the preceding 6-month period is not less than 1.10x to 1.00x. - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: Portfolio 13 $36,487,198 Bonita Lake 1,520,000 ---------- Total $38,007,198 CUT-OFF DATE LTV: Portfolio 13 78.5% Bonita Lake 80.0% ---- Average 78.5% MATURITY DATE LTV: Portfolio 13 72.4% Bonita Lake 73.8% ---- Average 72.5% UNDERWRITTEN DSCR: Portfolio 13 1.23x Bonita Lake 1.74x ---- Average 1.25x MORTGAGE RATE(a): 4.931% - -------------------------------------------------------------------------------- (a) The interest rate was rounded to three decimal places. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Manufactured Housing PROPERTY SUB-TYPE: Manufactured Housing LOCATION: Florida and Illinois YEAR BUILT/RENOVATED: Siesta Bay 1984/NA Candlelight Village 1976/NA Bonita Lake 1970/NA PADS: Portfolio 13 1,146 Bonita Lake 167 ------ Total 1,313 CUT-OFF BALANCE PER PAD: Portfolio 13 $31,839 Bonita Lake 9,102 ------ Average $28,947 OCCUPANCY AS OF Siesta Bay 100.0% 6/30/04: Candlelight Village 93.9% Bonita Lake 100.0% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Borrower/Owner Managed U/W NET CASH FLOW: Portfolio 13 $2,868,008 Bonita Lake 169,105 ---------- Total $3,037,113 APPRAISED VALUE: Portfolio 13 $46,500,000 Bonita Lake 1,900,000 ---------- Total $48,400,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 71 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- TOTAL - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (5/31/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income. ............. $5,293,256 $5,853,528 $5,178,156 Total Expenses ...................... $2,190,493 $1,976,172 $1,956,222 Net Operating Income (NOI). ......... $3,102,763 $3,877,355 $3,221,934 Cash Flow (CF) ...................... $3,037,113 $3,877,355 $3,221,934 DSCR on NOI ......................... 1.28x 1.60x 1.33x DSCR on CF.. ........................ 1.25x 1.60x 1.33x - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- PORTFOLIO 13 - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (6/30/04) (12/31/03) -------------- --------------- --------------- Effective Gross Income. ............. $4,853,533 $5,207,166 $4,783,087 Total Expenses ...................... $1,928,225 $1,710,900 $1,718,625 Net Operating Income (NOI). ......... $2,925,308 $3,496,266 $3,064,462 Cash Flow (CF) ...................... $2,868,008 $3,496,266 $3,064,462 DSCR on NOI ......................... 1.25x 1.50x 1.31x DSCR on CF.. ........................ 1.23x 1.50x 1.31x - -------------------------------------------------------------------------------- FINANCIAL INFORMATION -- BONITA LAKE - -------------------------------------------------------------------------------- ANNUALIZED MOST RECENT FULL YEAR UNDERWRITTEN (6/30/04) (12/31/03) -------------- ------------- ------------- Effective Gross Income. ............. $439,723 $646,362 $395,069 Total Expenses ...................... $262,268 $265,272 $237,597 Net Operating Income (NOI). ......... $177,455 $381,089 $157,472 Cash Flow (CF) ...................... $169,105 $381,089 $157,472 DSCR on NOI ......................... 1.83x 3.92x 1.62x DSCR on CF.. ........................ 1.74x 3.92x 1.62x This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 72 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) - -------------------------------------------------------------------------------- SUN COMMUNITIES PORTFOLIO 13 & BONITA LAKE (CROSSED POOL) [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 73 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CORPORATE CENTER - -------------------------------------------------------------------------------- [PICTURE OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 74 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CORPORATE CENTER - -------------------------------------------------------------------------------- SIGNIFICANT MORTGAGE LOANS CORPORATE CENTER - -------------------------------------------------------------------------------- LOAN INFORMATION - -------------------------------------------------------------------------------- LOAN SELLER: GACC ORIGINAL PRINCIPAL BALANCE: $32,900,000 FIRST PAYMENT DATE: October 1, 2004 TERM/AMORTIZATION: 60/360 months INTEREST ONLY PERIOD: 12 months MATURITY DATE: September 1, 2009 EXPECTED MATURITY BALANCE: $31,114,632 Parmenter Corporate BORROWING ENTITY: Center LP, LLLP INTEREST CALCULATION: Actual/360 CALL PROTECTION: Lockout: 11 Payments; Greater of 1% or Yield Maintenance: 45 Payments Open: 4 Payments UP-FRONT RESERVES: TAX/INSURANCE RESERVE: Yes TI/LC RESERVE: $1,660,000 REPAIR RESERVE $800,000 CAPITAL REPAIR RESERVE $180,000 TENANT FREE RENT RESERVE $132,508 PARKING RESERVE $95,000 ONGOING MONTHLY RESERVES: TAX/INSURANCE RESERVE: Yes REPLACEMENT RESERVE: $4,858 TI/LC RESERVE: $28,576 LOCKBOX: Hard - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- CUT-OFF DATE BALANCE: $32,900,000 CUT-OFF DATE LTV: 70.0% MATURITY DATE LTV: 66.2% UNDERWRITTEN DSCR(1): 1.41x MORTGAGE RATE: 5.470% - -------------------------------------------------------------------------------- (1) DSCR figures based on net cash flow unless otherwise noted. - -------------------------------------------------------------------------------- PROPERTY INFORMATION - -------------------------------------------------------------------------------- PROPERTY TYPE: Office PROPERTY SUB-TYPE: CBD LOCATION: Fort Lauderdale, FL YEAR BUILT/RENOVATED: 1982/1999 NET RENTABLE SQUARE FEET: 342,906 CUT-OFF BALANCE PER SF: $96 OCCUPANCY AS OF 8/5/04: 75.7% OWNERSHIP INTEREST: Fee PROPERTY MANAGEMENT: Parmenter Realty & Investment Company U/W NET CASH FLOW: $3,141,368 APPRAISED VALUE: $47,000,000 - -------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 75 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CORPORATE CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- FINANCIAL INFORMATION - -------------------------------------------------------------------------------- ANNUALIZED 6 MONTHS FULL YEAR FULL YEAR UNDERWRITTEN (6/30/04) (12/31/03) (12/31/02) -------------- --------------- --------------- --------------- Effective Gross Income ............. $7,788,934 $7,778,006 $7,017,114 $6,697,218 Total Expenses ..................... $4,244,584 $3,275,569 $3,956,858 $3,535,163 Net Operating Income (NOI) ......... $3,544,350 $4,502,437 $3,060,256 $3,162,055 Cash Flow (CF) ..................... $3,141,368 $4,502,437 $3,060,256 $3,162,055 DSCR on NOI ........................ 1.59x 2.02x 1.37x 1.42x DSCR on CF. ........................ 1.41x 2.02x 1.37x 1.42x - -------------------------------------------------------------------------------- TENANT INFORMATION - -------------------------------------------------------------------------------- RATINGS TOTAL % OF POTENTIAL % POTENTIAL TOP TENANTS(1) S&P/MOODY'S TENANT SF TOTAL SF RENT PSF RENT RENT EXPIRATION - ------------------------------- -------------- ----------- ---------- ---------- ------------- ------------ ------------- Certified Tours .............. Not Rated 77,710 22.7% $26.90 $2,090,399 25.0% 7/31/2007 Silversea Cruises, Ltd. ...... Not Rated 44,134 12.9 $26.40 1,165,138 13.9 12/31/2010 Stratis Business Centers ..... Not Rated 15,190 4.4 $15.67 238,102 2.9 10/31/2011 Broward County ............... Not Rated 11,922 3.5 $17.38 207,204 2.5 5/31/2009 State Farm Insurance Co. ..... AA/Not Rated 9,822 2.9 $26.50 260,283 3.1 10/31/2005 ------- ----- ---------- ---- TOTAL ........................ 158,778 46.3% $3,961,126 47.4% (1) Information obtained from Underwritten Rent Roll except for Ratings (S&P/Moody's) and unless otherwise stated. Credit Ratings are of the parent company whether or not the parent company guarantees the lease. Calculations with respect to Rent PSF, Potential Rent and % of Potential Rent include base rent only and exclude common area maintenance expense and reimbursement. Underwritten rent for Silversea Cruises, Ltd. is lower than actual rent of $28.12 per SF. - -------------------------------------------------------------------------------- LEASE ROLLOVER SHEET - -------------------------------------------------------------------------------- # OF LEASES EXPIRING % OF CUMULATIVE CUMULATIVE BASE RENT YEAR OF EXPIRATION(1) EXPIRING SF TOTAL SF TOTAL SF % OF TOTAL SF EXPIRING - ----------------------- ------------- ---------- ---------- ------------ --------------- ------------- 2004 ................. 2 3,166 0.9% 3,166 0.9% $ 92,614 2005 ................. 4 17,782 5.2 20,948 6.1% $ 451,320 2006 ................. 5 15,618 4.6 36,566 10.7% $ 404,676 2007 ................. 7 85,867 25.0 122,433 35.7% $2,263,488 2008 ................. 1 5,167 1.5 127,600 37.2% $ 136,409 2009 ................. 8 41,625 12.1 169,225 49.4% $ 950,241 2010 ................. 7 75,150 21.9 244,375 71.3% $1,958,558 2011 ................. 1 15,190 4.4 259,565 75.7% $ 238,102 Vacant ............... 83,341 24.3 342,906 100.0% $1,943,956 -- ------- ----- TOTAL ................ 35 342,906 100.0% (1) Information obtained from Underwritten Rent Roll. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 76 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CORPORATE CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SUMMARY OF SIGNIFICANT TENANTS - -------------------------------------------------------------------------------- The property is 75.7% leased by thirty-five tenants at an average lease rate of $24.61 per square foot. The two largest tenants representing 35.5% of the total net rentable area, are: o Certified Tours (Not Rated) occupies 77,710 square feet (22.7% of net rentable area). It contributes $2,090,399 of base rental income 25.0% to the property. The privately held wholesale travel company was founded in 1980 by Michael Egan, founder of Alamo Car Rental. Certified Tours specializes in designing, marketing and delivering vacation packages, managing such brands as Delta Vacations, Continental Airlines Vacations, American Express Vacations, and AAA vacations. Certified Tours offers packages to more than 50 cities worldwide, including Orlando and Walt Disney World vacations. Currently, Certified Tours has contracts with American Airlines, US Airways, Bahamas Air, Cayman Airlines, Air Jamaica, British Airways, Virgin Atlantic Airways, Aloha Airlines, and Aeromexico. Certified Tours has been a tenant at the property since 1990. o Silversea Cruises, Ltd. (Not Rated) occupies 44,134 square feet (12.9% of net rentable area). Silversea Cruises, Ltd contributes $1,165,138 of underwritten base rental income (13.9%) to the property (tenant pays actual rent of $1,241,160) and is a privately held cruise line. Silversea Cruises, Ltd. specializes in a fleet of cruise ships built for fewer guests, luxurious amenities, and the ability to dock at smaller, less accessible ports. Silversea Cruises, Ltd. owns four cruise ships and maintains an office in London. Silversea Cruises, Ltd. has been a tenant at the property since 1999 and has a lease term that extends beyond the term of the loan (expires December 31, 2010). - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 77 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CORPORATE CENTER - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ADDITIONAL INFORMATION - -------------------------------------------------------------------------------- THE LOAN: o The Corporate Center Mortgage loan is secured by a first mortgage on a 24-story, 342,906 square foot office building located in downtown Fort Lauderdale, Florida. THE BORROWER: o The borrower, Parmenter Corporate Center LP, LLLP, is a single-purpose, bankruptcy-remote entity. The borrower's capital is derived from its limited partner, a joint venture between the Parmenter Private Realty Fund II, LP and the Parmenter Realty Fund II, LP, named Parameter Realty Fund II Investments. Parmenter Realty Funds II Investments is required to maintain a minimum net worth of $5 million. Parmenter Private Realty Fund II, LP is an entity comprised of private individuals with partners' capital of approximately $5.7 million; Parmenter Realty Fund II, LP is solely comprised of a $50 million investment from the Stanford University Endowment fund. The loan sponsor, Darryl W. Parmenter, controls all of the above-mentioned entities and has over 30 years of real estate experience. Mr. Parmenter is the President and CEO of Parmenter Realty Partners. Founded in 1989 and headquartered in Miami, Parmenter Realty has acquired or developed 10 million square feet of real estate valued at over $1.5 billion. Mr. Parmenter was a limited partner of the selling entity and has managed the property since the seller purchased the property in March 1998. As of July 1, 2004, Mr. Parmenter had a net worth of $19,645,350. THE PROPERTY: o The collateral for the Corporate Center Mortgage loan consists of a fee simple interest in one 24-story central business district building; a 2-story mixed-use annex totaling 342,906 rentable square feet. The property was built in 1982 and is situated on approximately 1.59 acres. PROPERTY MANAGEMENT: o The property is managed by Parmenter Realty & Investment Company, an affiliate of the borrower that has managed the property since March of 1998. Mr. Darryl W. Parmenter, the loan sponsor, is the President and CEO of Parmenter Realty Partners, which, since 1989, has acquired or developed 10 million square feet of real estate, representing over $1.5 billion in value. Parmenter Realty Partners has offices in Jacksonville, Atlanta, St. Louis and Dallas, in addition to its headquarters in Miami. Parmenter Realty Partners has been involved in all aspects of management, leasing and construction at the property. The majority of the properties managed by Parmenter are located in the southeastern United States. CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS: o None. FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS: o Not Allowed. - ------------------------------------------------------------------------------- This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 78 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- COLLATERAL TERM SHEET CORPORATE CENTER - -------------------------------------------------------------------------------- [MAP OMITTED] This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 79 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- ADDITIONAL MORTGAGE LOAN INFORMATION - -------------------------------------------------------------------------------- o GENERAL. For a detailed presentation of certain characteristics of the Mortgage Loans and Mortgaged Properties, on an individual basis and in tabular format, see Annex A to the prospectus supplement. See Annex B Multifamily Schedule to the prospectus supplement for certain information regarding multifamily Mortgaged Properties. See Annex B Certain Improvement, Replacement Reserve and Escrow Accounts to the prospectus supplement for certain information with respect to capital improvement, replacement and tenant improvement reserves. o CROSS-COLLATERALIZED AND CROSS-DEFAULTED MORTGAGE LOANS. The mortgage pool contains five sets of cross-collateralized and cross-defaulted Mortgage Loans. Such Mortgage Loans collectively represent 11.4% of the Initial Pool Balance, and 13.8% of the Group 1 balance and are referred to as the "Cross-Collateralized Mortgage Loans." Each of the Cross-Collateralized Mortgage Loans is evidenced by a separate Mortgage Note and secured by a separate Mortgage, which Mortgage or separate cross-collateralization agreement, which may include a subordinate mortgage as the case may be, contains provisions creating the relevant partial cross-collateralization and partial cross-default arrangements. o GROUND LEASES. Ten Mortgaged Properties, which represent approximately 12.2% of the Initial Pool Balance (14.8% of the Group 1 Balance) are secured, in whole or in part, by a Mortgage on the applicable borrower's leasehold interest in the related Mortgaged Property. Generally, with certain exceptions, either (i) the ground lessor has subordinated its interest in the related Mortgaged Property to the interest of the holder of the related Mortgage Loan or (ii) the ground lessor has agreed to give the holder of the Mortgage Loan notice of, and has granted such holder the right to cure, any default or breach by the lessee. o SUBORDINATE FINANCING. The existence of subordinated indebtedness encumbering a mortgaged property may increase the difficulty of refinancing the related mortgage loan at maturity and the possibility that reduced cash flow could result in deferred maintenance. Also, in the event that the holder of the subordinated debt files for bankruptcy or is placed in involuntary receivership, foreclosure on the mortgaged property could be delayed. In general, the Mortgage Loans either prohibit the related borrower from encumbering the Mortgaged Property with additional secured debt or require the consent of the holder of the first lien prior to so encumbering such property other than one Mortgage Loan representing 0.4% of the Initial Pool Balance (2.3% of the Group 2 Balance), which permits additional unsecured debt. Five Mortgage Loans representing 23.4% of the Initial Pool Balance (27.8% of the Group 1 Balance and 2.6% of the Group 2 Balance), the related mortgaged property or properties also secure one or more pari passu and/or subordinate loans. One Mortgage Loan representing 0.4% of the Initial Pool Balance (0.4% of the Group 1 Balance), the related borrower has incurred unsecured subordinate indebtedness in the original amount of $1,085,255 payable to its general partner. One Mortgage Loan representing 1.2% of the Initial Pool Balance (1.4% of the Group 1 Balance), the related mortgage loan documents permit the related borrower to incur additional unsecured indebtedness from its affiliates in an aggregate amount not exceeding $500,000 subject to the terms of the related loan agreement. Regardless of whether the terms of a mortgage loan prohibit the incurrence of subordinate debt, the related borrower may be permitted to incur additional indebtedness secured by furniture, fixtures and equipment, and to incur additional unsecured indebtedness. In addition, although the mortgage loans generally restrict the transfer or pledging of general partnership and managing member equity interests in a borrower, subject to certain exceptions, the terms of the mortgage loans generally permit, subject to certain limitations, the transfer or pledge of a less than controlling portion of the limited partnership or non-managing membership equity interests in a borrower. Moreover, in general, the parent entity of any borrower that does not meet single-purpose entity criteria may not be restricted in any way from incurring mezzanine or other debt not secured by the related Mortgaged Property. In addition, 22 of the Mortgage Loans representing 14.6% of the Initial Pool Balance (13.7% of the Group 1 Balance and 19.0% of the Group This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 80 BANC OF AMERICA COMMERCIAL MORTGAGE INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-5 - -------------------------------------------------------------------------------- 2 Balance) permit the members of the related borrower to incur mezzanine debt under the circumstances set forth in the related loan agreement. Four Loans representing 22.5% of the Initial Pool Balance (18.8% of the Group 1 Balance and 39.6% of the Group 2 Balance), have existing mezzanine debt. One mortgage loan, representing 9.9% of the Initial Pool Balance (12.0% of the Group 1 Balance), is evidenced by a split loan structure comprised of three pari passu notes each of which is secured by the same mortgage instrument on the related Mortgaged Property. The other two notes contained in this split loan structure are not included in the Trust, but are pari passu in right of payment with the Mortgage Loan included in the Trust and have an outstanding principal balances as of the Cut-off Date of $253,000,000 and $130,000,000, respectively. Two mortgage loans representing 9.4% of the Initial Pool Balance (11.3% of the Group 1 Balance) are each part of a split loan structure that is secured by the same mortgage instrument on the related Mortgaged Property. The other mortgage loans in the split loan structures are not included in the Trust. The principal balance of such other mortgage loans, as of the date of origination, were $49,000,000 and $14,000, respectively. Such mortgage loans are subordinate in right of payment to the related Mortgage Loan included in the Trust. See the individual loan descriptions under the heading "Description of the Mortgage Pool" in the prospectus supplement for further information regarding additional indebtedness relating to significant mortgage loans, as well as the information under "Description of the Mortgage Pool--Additional Mortgage Loans--Subordinate Financing" in the prospectus supplement. See also "Risk Factors--Risks Related to the Mortgage Loans--Subordinate Financing May Make Recovery Difficult in the Event of Loss" of the prospectus supplement. This material is for your private information and none of Banc of America Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc.,Goldman, Sachs & Co. and J.P. Morgan Securities, Inc. (collectively, the "Underwriters") is soliciting any action based upon it. This material is not to be construed as an offer to sell or the solicitation of any offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. None of the Underwriters nor any of their affiliates has conducted any independent review of the information contained herein, and none of the Underwriters nor any of their affiliates represent that such information is accurate or complete and the information should not be relied upon as such. By accepting this material the recipient agrees that it will not distribute or provide the material to any other person. The information contained in this material may pertain to securities that ultimately are not sold. The information contained in this material may be based on assumptions regarding market conditions and other matters as reflected herein. The Underwriters make no representation regarding the reasonableness of such assumptions or the likelihood that any of such assumptions will coincide with actual market conditions or events, and this material should not be relied upon for such purposes. The Underwriters and their affiliates, officers, directors, partners and employees, including persons involved in the preparation or issuance of this material may, from time to time, have long or short positions in, and buy and sell, the securities mentioned therein or derivatives thereof (including options). This material may be filed with the Securities and Exchange Commission (the "SEC") and incorporated by reference into an effective registration statement previously filed with the SEC under Rule 415 of the Securities Act of 1933, as amended including all cases where the material does not pertain to securities that are ultimately offered for sale pursuant to such registration statement. Information contained in this material is current as of the date appearing in this material only. Information in this material regarding any assets backing any securities discussed herein supersedes all prior information regarding such assets. Any information in the material, whether regarding the assets backing any securities discussed herein or otherwise, will be superseded in its entirety by the information contained in any final prospectus and prospectus supplement for any securities actually sold to you, which you should read before making any investment decision. This material is furnished solely by the Underwriters and not by the issuer of the securities. The issuer of the securities has not prepared, reviewed or participated in the preparation of this material, is not responsible for the accuracy of this material and has not authorized the dissemination of this material. Each of the Underwriters is acting as an Underwriter and is not acting as an agent for the issuer in connection with the proposed transaction. 81