<PAGE>
CONFIDENTIAL
PARK SQUARE
Boston, Massachusetts
$70,000,000
LEHMAN BROTHERS
<PAGE>
This material is for your private information and we are not 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. This material is based on
information that we consider reliable, but we do not represent that it is
accurate or complete and it should not be relied upon as such. The information
contained in this material may be based on assumptions regarding market
conditions and other matters as reflected therein. We make no representations
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. We and our 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, securities backed by the mortgage loans
mentioned herein or derivatives thereof (including options). The intended
recipients of this material are "qualified institutional buyers" within the
meaning of Rule 144A under the Securities Act of 1933, as amended, and if you
are not such a "qualified institutional buyer," you should promptly return this
material to Lehman Brothers Inc.
INFORMATION CONTAINED IN THIS MATERIAL IS CURRENT AS OF THE DATE APPEARING ON
THIS MATERIAL ONLY. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE ASSETS
OR REAL PROPERTIES DISCUSSED HEREIN SUPERSEDES ALL PRIOR INFORMATION REGARDING
SUCH ASSETS AND PROPERTIES. INFORMATION IN THIS MATERIAL REGARDING ANY MORTGAGE
ASSETS OR REAL PROPERTIES DISCUSSED HEREIN OR OTHERWISE, IS SUBJECT TO
COMPLETION AND CHANGE AND WILL BE SUPERSEDED BY THE INFORMATION CONTAINED IN ANY
FINAL OFFERING MEMORANDUM FOR ANY RELATED SECURITIES ACTUALLY SOLD TO YOU.
<PAGE>
TABLE OF CONTENTS
--------------------------------------------------------------------------------
I. TRANSACTION OVERVIEW
--------------------------------------------------------------------------------
II. SPONSORSHIP
--------------------------------------------------------------------------------
III. LOAN SUMMARY
--------------------------------------------------------------------------------
IV. PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
V. FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
<PAGE>
TRANSACTION OVERVIEW
--------------------------------------------------------------------------------
o $70,000,000 first mortgage loan
-- Expected shadow rating of Baa3 from Moody's and will have
credit characteristics consistent with an instrument rated no
lower than BBB- by S&P.
-- 10-year Term (ARD)
-- Hyperamortizing loan with a 30-year amortization schedule
-- Anticipated Repayment Date ("ARD"): November 2010
-- Final Maturity Date: November 2030
o The loan is secured by the fee simple first mortgage on the Park Square
Building (the "Property"), an 11-story landmark office building
occupying a full block in the Back Bay sub-market in Boston,
Massachusetts. The building, which was constructed in 1923 and renovated
in 1985, contains a total of 479,283 net rentable square feet.
o According to the third party appraisal, the downtown Boston office
market is one of the strongest in the country with extremely low vacancy
and rising rental rates. As new leases are signed, it is expected, but
not certain, that the Property will benefit from the higher market rent
of $48 per square foot. Some of this upside is already being realized as
a number of recent office leases have been signed at market rents with
tenants scheduled to take occupancy by the end of the year.
o OMV Associates Limited Partnership, an affiliate of Capital Properties,
currently owns and operates the Property. According to borrower provided
information, Capital Properties was originally founded in 1976 under the
name Cohen Properties, which was later changed to Capital Properties.
The company currently owns and operates approximately 1.6 million square
feet of commercial property in Boston, Massachusetts and Hartford,
Connecticut and over 6,000 residential units from Boston to Atlanta.
1
<PAGE>
TRANSACTION OVERVIEW
--------------------------------------------------------------------------------
o The loan features investment grade credit characteristics:
-- Loan-to-appraised value of 49.4% based on a third party
appraisal fee simple market value of $141,700,000.
-- DSCR of 1.60x (1.87x at the ARD assuming a projected loan
balance of $59,947,132), based on underwritten cash flow of
$9,566,119 and a loan constant of 8.53%.
2
<PAGE>
SPONSORSHIP
--------------------------------------------------------------------------------
CAPITAL PROPERTIES
o Capital Properties was originally founded in 1976 under the name Cohen
Properties, which was later changed to Capital Properties. Capital
Properties (the "Company") currently owns and operates approximately 1.6
million square feet of commercial property in Boston, Massachusetts and
Hartford, Connecticut and over 6,000 residential units from Boston to
Atlanta.
o Since its inception, the Company has been involved in the ownership,
acquisition, management and development of over 15,000 apartment units
in 10 different states.
o The Company's non-residential projects include:
-- 360 NEWBURY STREET - a 130,000 square foot Boston
retail/office building housing Tower Records and several
national advertising firms.
-- LINCOLN PLAZA - the original headquarters of the Teradyne
Corporation in downtown Boston. It was the winner of the
national Commercial Builders Council's Building Design &
Construction Award of excellence.
-- HADDON HALL - originally built as a luxury hotel and later
converted to an office building on Commonwealth Avenue in
Boston.
3
<PAGE>
LOAN SUMMARY
--------------------------------------------------------------------------------
o Loan Amount: $70,000,000 fee simple first mortgage
loan (the "Original Loan") to be split
into two mortgage loans (the "New
Loans") evidenced by a $60,000,000 A
Note (the "A Note") and a $10,000,000 B
Note (the "B Note"), respectively. The A
Note will be transferred to the LB-UBS
2000-C5 securitization.
o Loan Description: 7.67% fixed rate, hyperamortizing(1)
loan. Payments on the B Note are
subordinate to payments on the A Note.
o Collateral: The Park Square Building, an 11-story
landmark office building (which the
third party appraisal describes as a
rehabilitated Class A building)
occupying a full block in the Back Bay
sub-market in Boston, Massachusetts.
o Borrower: OMV Associates Limited Partnership, a
special purpose entity affiliated with
Capital Properties.
o Sponsor: Capital Properties
o Anticipated Repayment Date: November 2010
o Maturity Date: November 2030
o ARD Term: 10-years
(1) The interest rate for each of the New Loans after the Anticipated Repayment
Date shall be fixed at five percentage points above the greater of the regular
interest rate and the yield on a US Treasury Note with a term equal to the term
of the loan from the Anticipated Repayment Date to the Maturity Date. The amount
by which interest at the post-Anticipated Repayment Date exceeds interest at the
regular interest rate shall be deferred, shall compound at the post-Anticipated
Repayment Date rate and shall be payable after all interest at the regular
interest rate, and the principal balance of the loan, have been paid in full.
After the Anticipated Repayment Date, certain amounts of excess cash flow shall
be utilized to pay principal of the loan.
4
<PAGE>
LOAN SUMMARY
--------------------------------------------------------------------------------
o Amortization: 30-years
o Prepayment Provisions: Lock-out with defeasance permitted at
the earlier of 1) October 1, 2003 or 2)
two years from securitization.
Prepayment without penalty allowed
commencing six months prior to ARD.
o Cash Management: Hard lockox
o Reserves: Monthly tax reserves, replacement
reserves of $10,125 per month (1/12th of
$0.25 per square foot annually). Tenant
improvements and leasing commissions
reserve. Other reserves: a reserve
(approximately $400,000) representing
the debt service relating to the rental
income underwritten with respect to a
recent lease buy-out where an existing
tenant receives credit in the amount of
the reserve in consideration for the
buy-out of its previous space.
o LTV: 49.4% based on a third party appraisal
value of $141,700,000
o DSCR (NCF): 1.60x based on underwritten net cash
flow of $9,566,119 and loan constant of
8.53%
o DSCR (NCF) at ARD: 1.87x assuming a projected loan amount
of $59,947,132
5
<PAGE>
LOAN SUMMARY
--------------------------------------------------------------------------------
o Earnout: $2.5 million of the $70.0 million
combined principal balance of the New
Loans will be held in a reserve account
at the time of securitization. Such
amounts will be released to the borrower
based on achievement of certain new
lease performance targets prior to June
1, 2001. If these lease tests are not
met by such time, the $2.5 million will
remain in escrow and serve as additional
collateral.
6
<PAGE>
PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
[GRAPHIC OMITTED]
7
<PAGE>
PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
[GRAPHIC OMITTED]
8
<PAGE>
PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
o The Park Square Building (the "Property") is a landmark, 479,283 square
foot office building located in downtown Boston in the Back Bay
sub-market. The 600 feet long by 75 feet wide building occupies a full
block bounded by Arlington Street, Berkeley Street, Providence Street
and St. James Avenue. The Property was 97% occupied as of September 1,
2000.
o The building was constructed in 1923, renovated in 1985 and features an
indoor shopping arcade on the ground floor. Improvements in recent years
include upgrades and renovations to elevators and HVAC systems, among
other improvements.
o Park Square's tenancy is comprised of national and local tenants. The
tenancy is comprised of national and regional companies in the
technology, publishing, legal and consulting industries, including the
Yankee Group (technology consulting group owned by Reuters Enterprises,
which is rated Aa3 by Moody's), The New England Insurance Co. (owned by
Met Life Insurance Co., which is rated AA/Aa2 by S&P and Moody's,
respectively) and Warren Gorham & Lamont (business publishing).
o According to the appraisal, the average contract rent for all tenants at
the property is $29.93 per square foot. Such average rent is 37.5% below
the current market rent of $48 per square foot as estimated by the
appraiser. A number of recent office leases have been signed at the
Property at market rents, improving cash flow at the Property.
o In total, the building contains in excess of 20 retail tenants and 50
office tenants. The building also receives revenue from storage and
rooftop antennas.
9
<PAGE>
PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
o The building's location provides good access to public transportation
including buses and several "T" stops (the "T" is Boston's mass transit
subway system).
o Amenities at the property include the 30,000 square foot retail arcade
in the lobby offering dining, banking services, office services and
other retail shops. The retail stores benefit from the traffic relating
to the office tenants at the Property, as well as other commuters who
pass through Park Square.
o Newbury Street, located two blocks north of the Property, features
high-end fashion stores and fine dining establishments.
o Nearby property uses include office buildings (Liberty Mutual and John
Hancock Building), retail (Hermes, Brooks Brothers, Louis Boston, FAO
Schwartz) and hotels (Park Plaza Hotel, Four Seasons Hotel, Ritz Carlton
Hotel). The Boston Public Gardens are located one block north and Copley
Plaza is located within two blocks of the Property.
10
<PAGE>
PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
TOP 5 OFFICE TENANTS
----------------------------------------------------------------------------
Tenant Square % of Total Lease
Footage GLA Expiration
----------------------------------------------------------------------------
The Yankee Group(1) 59,977 12.5% 6/30/07
The New England Insurance Co.(2) 45,500 9.5 3/30/04
Warren, Gorham & Lambert 41,255 8.6 9/30/03
PaperExchange.com 25,310 5.3 7/31/05
Kopleman & Paige 28,257 5.9 2/11/06
Other Tenants 264,869 55.3
Vacant Space 14,115 2.9
---------- -----
TOTAL: 479,283 100.0%
============================================================================
(1) Recently acquired by Reuters Enterprises, rated Aa3 by Moody's (S&P does
not rate the company).
(2) An affiliate of the Metropolitan Life Insurance Company.
11
<PAGE>
PROPERTY HIGHLIGHTS
--------------------------------------------------------------------------------
LEASE ROLLOVER SCHEDULE
0.2% 3.4% 9.1% 11.6% 21.2% 22.9% 6.8% 12.5% 5.1% 0.1% 0.0%
--------------------------------------------------------------------------------
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010
12
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
======================================================================================================================
Tenant 1998 1999 TTM 8/00 UW Cashflow
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Effective Gross Income $8,166,549 $10,507,943 $12,359,879 $15,867,365
Operating Expenses 3,966,158 4,618,431 4,825,899 4,981,660
------------- ------------- -------------- -------------
Net Operating Income $4,200,391 $5,889,512 $7,533,980 $10,885,705
TI, LC & Replacement Reserves 1,319,586
-------------
NET CASH FLOW $9,566,119
======================================================================================================================
</TABLE>
13
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
NOTES TO UNDERWRITTEN CASHFLOW
REVENUES
o Base Rent based on leases in place per Borrower's rent roll dated
September 1, 2000 with rent increases through December 1, 2000 and
including additional signed lease commitments through July 1, 2001.
o Operating Expense, Utilities, and Tax Reimbursements based upon 2000
budget. Tenants pay reimbursements based upon their pro rata share of
increases in expenses over a base year.
o Percentage rent based on the Trailing Twelve Months through August 2000.
o Sublease revenue is based on Borrower's Pro-forma for FYE 11/2001. The
sublease revenue plus the rent paid to the Borrower by the sublessors
ranges from $27.75 to $33.50 psf, which is less than the current market
rent. Upon expiration of the sublessors' leases, the total income to the
Borrower is expected to increase when the space is leased at market
rents.
o Other Revenue is based on the 2000 Budget and consists of Tenant Service
Fees, Antenna Income, and Other Miscellaneous Income.
o A vacancy adjustment of $484,372 was taken to bring the effective
occupancy to 95%.
EXPENSES
o Management Fee is based on 3.0% of EGI.
o Other Operating Expenses are based upon 2000 budget.
14
<PAGE>
FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------
NOTES TO UNDERWRITTEN CASHFLOW
EXPENSES (CONT'D)
o Recent historical and underwritten Real Estate Taxes include
consideration for reassessment of the Property as a result of the
Borrower's acquisition of the Property in December 1997 for $57 million.
o Non-Reimbursable Expenses include Professional Fees. These fees are
projected to be less than historicals which included legal fees spent on
tenant matters which relate to the period immediately after the property
was acquired in 1997. These were one-time expenses that are not
projected to occur in the future.
CAPITAL EXPENDITURES
o Replacement Reserves are underwritten at $0.25 psf. The Engineering
Report by EnviroBusiness, Inc. estimated reserves of $0.04 psf per year.
o Tenant Improvements are calculated based on average annual rollover of
underwritten occupied space assuming an average lease term of five
years. Tenant Improvement costs of $15.00 psf for new tenants and $7.50
psf for renewals were assumed with a 65% renewal probability.
o Leasing Commissions are based upon $5.00 psf for a new tenant and $2.50
psf for a renewal tenant, with a 65% renewal probability.
15
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you. This material is intended solely for "qualified
institutional buyers" within the meaning of Rule 144A under the Securities of
1933, as amended. If you are not a "qualified institutional buyer," you should
promptly return this material to Lehman Brothers.
November 2, 2000
TERM SHEET
REGARDING PRIVATE OFFERING OF
$10,000,000 "B NOTE"
(APPROXIMATE)
PARK SQUARE BUILDING
BOSTON, MASSACHUSETTS
===============================================================================
EXPECTED SHADOW RATINGS APPROXIMATE FACE CUMULATIVE CUMULATIVE
(S&P/MOODY'S) AMOUNT(1) LTV %(2) DSCR(3)
-------------------------------------------------------------------------------
A-/A3 $3,000,000 44.5% 1.78x
-------------------------------------------------------------------------------
BBB/Baa2 4,000,000 47.3% 1.67x
-------------------------------------------------------------------------------
BBB-/Baa3 3,000,000 49.4% 1.60x
-------------------------------------------------------------------------------
TOTALS: $10,000,000 49.4% 1.60X
===============================================================================
(1) Subject to change based upon completion of rating agency due diligence.
(2) Calculation based on appraised value of $141,700,000 and assuming the loan
amount including the A Note principal balance of $60,000,000.
(3) Calculated based on actual debt constant of 8.53%, underwritten net
cashflow of $9,556,119 and assuming the loan amount including the A Note
principal balance of $60,000,000.
LEHMAN BROTHERS
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it 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 not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities. This material is intended solely for
"qualified institutional buyers" within the meaning of Rule 144A under the
Securities of 1933, as amended. If you are not a "qualified institutional
buyer," you should promptly return this material to Lehman Brothers.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you. This material is intended solely for "qualified
institutional buyers" within the meaning of Rule 144A under the Securities of
1933, as amended. If you are not a "qualified institutional buyer," you should
promptly return this material to Lehman Brothers.
November 2, 2000
MORTGAGE LOAN HIGHLIGHTS
[ ] $70,000,000 fee simple first mortgage loan (the "Original Loan") to be
split into two mortgage loans (the "New Loans") evidenced by a $60,000,000
A Note (the "A Note") and $10,000,000 B Note (the "B Note"), respectively.
The A Note will be transferred to the LB-UBS 2000-C5 securitization.
[ ] The Original Loan is a 7.67% fixed rate, hyperamortizing loan(1) with a
30-year amortization schedule, an Anticipated Repayment Date of November
2010 (the "Anticipated Repayment Date" or "ARD") and maturity date of
November 2030.
[ ] Each New Loan will be secured by the Park Square Building (the "Property"),
an 11-story, landmark office building occupying a full block in the Back
Bay sub-market in Boston, Massachusetts.
[ ] Sponsorship: The sponsor of the Property is Capital Properties
Associates, LP, whose key principal is Richard D. Cohen. Capital Properties
owns and operates approximately two million square feet of office space and
approximately 5,000 residential units.
[ ] LTV: The A Note and B Note have a combined loan-to-value ratio of 49.4%
based on an appraised value of $141,700,000.
[ ] DSCR: Based on underwritten net cashflow of $9,566,119 and the actual debt
service constant of 8.53%, the A Note and B Note have a combined DSCR of
1.60x.
[ ] Prepayment Provisions: Lock-out with defeasance permitted two years after
securitization. Prepayment without penalty allowed commencing 6 months
prior to ARD.
[ ] Cash Management: Hard lockbox.
[ ] Earn Out Amounts: $2.5 million of the $70.0 million combined principal
balance of the mortgage loans will be held in a reserve account at the time
of securitization. Such amounts will be released to the borrower based on
achievement of certain new lease performance targets.
[ ] Reserves:
- Monthly tax reserves; additionally, if satisfactory blanket insurance
is not obtained, then monthly insurance escrows will be collected.
- Replacement reserves of $10,125 per month (1/12th of $0.25 psf
annually).
- Tenant improvement and leasing commissions reserve.
- Other reserves: a $426,655 reserve representing the debt service
relating to the rental income underwritten with respect to a recent
lease buy-out.
(1) The interest rate for the New Loans after the Anticipated Repayment Date
shall be fixed at the greater of: the sum of the regular interest rate plus 5%
or the sum of the yield on a US Treasury Note with a term equal to the term of
the loan from the Anticipated Repayment Date to the Maturity Date plus 5%. The
amount by which interest at the post-Anticipated Repayment Date rate exceeds
interest at the regular interest rate shall be added to principal, shall
compound at the post-Anticipated Repayment Date rate and shall be payable after
all interest at the regular interest rate, and the principal balance of the
loan, have been paid in full. After the Anticipated Repayment Date excess cash
flow after the payment of operating expenses, approved extraordinary expenses,
reserves and debt service shall be utilized to pay principal of the loan.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it 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 not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities. This material is intended solely for
"qualified institutional buyers" within the meaning of Rule 144A under the
Securities of 1933, as amended. If you are not a "qualified institutional
buyer," you should promptly return this material to Lehman Brothers.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you. This material is intended solely for "qualified
institutional buyers" within the meaning of Rule 144A under the Securities of
1933, as amended. If you are not a "qualified institutional buyer," you should
promptly return this material to Lehman Brothers.
November 2, 2000
PROPERTY HIGHLIGHTS
[ ] The Park Square Building (the "Property") is a landmark, 11-story, 479,283
square foot office building located in downtown Boston in the Back Bay
sub-market. The building occupies a full block with over 32,367 net
rentable square feet of retail space and 424,905 net rentable square feet
of office space. The building also receives revenue from storage space and
rooftop antennas.
[ ] Location: Boston, Massachusetts
[ ] Other Property Features:
- The tenancy is comprised of national and regional companies in the
technology, publishing, legal and consulting industries.
- The ground floor of the Property, where the retail stores are located,
includes dining services, banking services and office services.
Traffic to the stores comes from office tenants and other commuters
who pass through Park Square.
- The average contract rent for all tenants at the property is $29.93
psf, which according to the appraiser is 37.5% below the current
market rent of $48 psf for office space. A recent lease at the
property for 11,488 square feet was signed at $52 psf.
[ ] Year Built/Renovated: Built in 1923, with major renovations in 1985;
improvements in the last few years include upgrades and renovations of
elevators, HVAC systems and restrooms.
[ ] Significant Tenants:
<TABLE>
<CAPTION>
SQUARE % OF TOTAL NRA LEASE EXPIRATION RENT/SF MOODY'S/ S& P RATING
FOOTAGE
<S> <C> <C> <C> <C> <C>
Yankee Group (1) 59,977 12.5% 06/30/07 $35.00 Aa3/NR
New England Life Ins. Co. (2) 45,500 9.5 03/30/04 $35.00 Aa2/AA
Warren, Gorham & Lamont 41,255 8.6 9/30/03 $15.50 NR
PaperExchange.com 25,310 5.3 07/31/05 $42.75 NR
Kopelman & Paige, P.C. 28,257 5.9 02/11/06 $20.89 NR
Other Tenants 264,869 55.3
Vacant Space 14,115 2.9
---------- ---
TOTALS: 479,283 100.0%
</TABLE>
[ ] Occupancy: 97.1% occupied as of September 1, 2000.
[ ] Underwritten NOI: $10,885,705 based on leases in place as
of 09/01/2000.
[ ] Underwritten cashflow: $9,566,119.
(1) Recently acquired by Reuters Enterprises, rated Aa3 by Moody's (S&P does
not rate the company).
(2) An affiliate of the Metropolitan Life Insurance Company.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it 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 not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities. This material is intended solely for
"qualified institutional buyers" within the meaning of Rule 144A under the
Securities of 1933, as amended. If you are not a "qualified institutional
buyer," you should promptly return this material to Lehman Brothers.
<PAGE>
The information in this Term Sheet will be superseded by the information
contained in any subsequent term sheets and definitive offering circular for any
securities actually sold to you. This material is intended solely for "qualified
institutional buyers" within the meaning of Rule 144A under the Securities of
1933, as amended. If you are not a "qualified institutional buyer," you should
promptly return this material to Lehman Brothers.
STRUCTURAL SUMMARY
A/B NOTE STRUCTURE The New Loans will be evidenced by the A Note and the B
Note. The New Loan evidenced by the A Note, which will have
a loan amount with a shadow rating or credit characteristics
consistent with those of a rating which is not lower than
A/A2 (S&P/Moody's), will be contributed to the LB-UBS
2000-C5 securitization. The New Loan evidenced by the B Note
will be sold separately to a Qualified Institutional Buyer
either through a direct sale of the B Note or through a sale
to another trust which will in turn issue securities
representing the whole interest in such note.
The holder of the B Note or of the securities collateralized
by the B Note, as applicable, will have certain rights and
remedies including the following:
o The right, but not the obligation, to buy the A Note out
of the LB-UBS 2000-C5 transaction following either of
the A Note or B Note being subject to special servicing
and a 60-day monetary delinquency, in order to effect a
different course of asset resolution from the one
proposed by the transaction's special servicer. The
purchase price of the A Note is par plus any accrued
interest and trust expenses relating to the A Note
(including interest on Advances described below);
o The right to receive all notices of significant special
servicing events; and
o The right to advise and direct the special servicer with
respect to actions taken by the special servicer
regarding significant special servicing events and
waivers of due on sale and due on encumbrance clauses
provided that (i) the principal balance of the B Note,
less any appraisal reductions, is at least 50% of the
initial principal balance of the B Note, and (ii) such
advice or direction is consistent with the servicing
standard.
DISTRIBUTIONS Interest and principal payments will be allocated first to
the A Note and then to the B Note.
ADVANCING The servicer will be obligated to make advances of scheduled
principal and interest payments and certain servicing
expenses ("Advances"), to the extent that such Advances are
deemed to be recoverable. Such Advances will accrue interest
at the Prime Rate. The B Note holder has the right to
request the servicer to terminate any Advances relating to
amounts owed on the B Note.
This material is for your private information and we are not soliciting any
action based upon it. No securities are being offered by these summary
materials. This material is based on information that we consider reliable, but
we do not represent that it is accurate or complete and it 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 not pertain to any securities that may be sold.
The information contained in this material may be based on assumptions regarding
market conditions and other matters as reflected therein. We make no
representations regarding the reasonableness of those assumptions or the
likelihood that any of those assumptions will coincide with actual market
conditions or events, and this material should not be relied upon for such
purposes. Information contained in this material is current as of the date
appearing on this material only. Information in this material regarding the
assets and securities discussed herein supersedes all prior information
regarding such assets and securities. This material is intended solely for
"qualified institutional buyers" within the meaning of Rule 144A under the
Securities of 1933, as amended. If you are not a "qualified institutional
buyer," you should promptly return this material to Lehman Brothers.
