July 15, 2011
To All Concerned Parties
Name of REIT Issuer:
Invincible Investment Corporation
Naoki Shibatsuji, Executive Director
Nihon-bashi Nishikawa Bldg.
1-5-3 Nihon-bashi, Chuo-ku, Tokyo, Japan(Securities code: 8963)
URL: http: //www.invincible-inv.co.jp/eng/
Asset manager:
Consonant Investment Management Co., Ltd.
Naoki Shibatsuji, CEOContact: Michiko Ishibachi,Manager in charge of Investor Relations(Tel. +81-3-3272-7311)

Notice concerning Debt Financing and Repayment of Borrowings, etc. (2)Invincible Investment Corporation (INV) announced that it expects to conduct debt financing(hereinafter, “the Borrowings”) and repayment of borrowings. Details are as follows.
Furthermore, although INV expects that the Borrowings will be realized respectively under certain
conditions as it already has received commitment letters to date from the respective lenders or
Citibank Japan Ltd. (“Citibank”), which will acquire the beneficiary interests of the trust for which
Shinsei Trust & Banking Co., Ltd. (“Shinsei Trust”), one of the lenders, is the trustee, the loan
agreements covering the Borrowings have not been concluded to date. In addition, of the
Borrowings, the Term Loan (Syndicate A) (the “Syndicate Loan A”) is subject to respective items
described in 3. Preconditions for implementing the borrowing in Syndicate Loan A below as
preconditions for its implementation.
1.

Reason for borrowing and repayment of borrowings
INV intends to conduct the Borrowings, respectively, for the repayment of JPY 11,056 million in
the Term Loan and JPY 3,608 million in the 24th Individual Credit Loan, both of which areexisting borrowings that will mature on July 29, 2011.

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

1

2.

Details of borrowing (planned)(1) Syndicate Loan A(a) Lenders(b) Borrowing amount(c) Interest rate, etc.

(d) Borrowing method(e) Agreement date(f) Borrowing date(g) Interest payment date(h) Principal repayment
method(i)(j)

Principal Maturity datePartial repayment date ofprincipal(k) Other: Citibank Japan Ltd.
Shinsei Bank, Limited
The Chuo Mitsui Trust and Banking Company, Limited
Resona Bank, Limited: JPY 10,100 million: Three-month JPY TIBOR + spread (2.1%)
Variable interest rate
Specific interest rate will be disclosed as soon as it isdetermined.
: Borrowing based on the term loan agreement planned
to be concluded as of July 27, 2011
Mortgage (Note 1) / non guarantee: July 27, 2011
: July 29, 2011
: Last business day of every three months before theprincipal repayment date, with October 31, 2011 set as
the first payment date, and the principal repayment date
: Part of the principal (JPY 37.5 million) will be repaid on
the same day as the interest payment date (every threemonths), and the rest will be repaid in full on theprincipal repayment date.
: July 28, 2014
: Same day as the above (g) Interest payment date
: The following cases, among others, will constitute an
event of default concerning the Borrowings: whencertain repayment before maturity of the Shinsei Trust
Loan A (the Term Loan (Shinsei Trust A) dated July 27,
2011 as described in the press release titled “Noticeconcerning Debt Financing and Repayment of
Borrowings, etc. (1)” dated today) and the Shinsei Trust
Loan B (as defined below) is made by using the total
amount of proceeds (all proceeds including interest anddividends) to be paid by INV and Consonant Investment
Management Co., Ltd. (“CSNT”) to Calliope Godo
Kaisha (“Calliope”), which is a related legal entity of
Fortress Investment Group LLC (“FIG”) and will be anallottee of INV’s new investment units by way of a
Third-Party Allotment, and its related parties (Note 2)
and the amount after deducting the said early
repayment amount and related interests, etc. surpasses
the certain amount designated in the above-mentioned

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

2

term loan agreement, or when the holding ratios of
Calliope and its related parties in the stocks of CSNT
falls below two thirds of the entire stocks outstanding
without prior consent by the lender.
(Note 1)

The first pledges will be established on trust beneficiary interests in real estate for 19 properties (City
House Tokyo Shinbashi, Winbell Kagurazaka, Nishiwaseda Cresent Mansion, Lexington Square
Akebonobashi, Casa Eremitaggio, Towa City Coop Shinotsuka II, Bichsel Musashiseki, Lexel Mansion Ueno
Matsugaya, Towa City Coop Sengencho, Royal Park Omachi, Lexington Square Haginomachi, Visconti
Kakuozan, Lexington Square Daitabashi, Lexington Square Honjo Azumabashi, AMS TOWER Minami 6-Jo,
Cross Square NAKANO, Ohki Aoba Building, Lexington Plaza Hachiman and Loc Town Sukagawa), and thefirst mortgages will be established on 2 properties (Shinjuku Island and Stop Parking Kanda-Sudacho). In
addition, the first pledge will be established on trust beneficiary interests in the trust assets for the loan
backed by trust assets to be granted by Prudential Mortgage Asset Holdings 1 Japan Investment Business
Limited Partnership (hereinafter, “Prudential LPS”), which is a part of the Prudential Financial, Inc. group, on
the condition that full repayment of the credit in the loan backed by trust assets or prior consent by Prudential
LPS is required for the execution of the pledges.
(Note 2)
The related parties above represent either the fund administered by an affiliate of FIG or a subsidiary FIG
owns directly or indirectly.

(2) Term Loan (Shinsei Trust B) (the “Shinsei Trust Loan B”)(a) Lender: Shinsei Trust & Banking Co., Ltd. (Note 1)(b) Borrowing amount: JPY 2,900 million(c) Interest rate, etc.
: 9.5% (Note 2)
Fixed interest rate(d) Borrowing method: Borrowing based on the term loan agreement planned tobe concluded as of July 27, 2011
Mortgage (Note 3) / non guarantee(e) Agreement date
: July 27, 2011(f) Borrowing date
: July 29, 2011(g) Interest payment date
: Last business day of every three months before theprincipal repayment date, with October 31, 2011 set as thefirst payment date(h) Principal repayment: Part of the principal (JPY 28 million) will be repaid on themethodsame day as the interest payment date (every threemonths), and the rest will be repaid in full on the principal
repayment date.
(i) Principal Maturity date
: January 30, 2015(j) Partial repayment date of : Same day as the above (g) Interest payment dateprincipal(Note 1)The borrowing will be conducted in the form of a specified money trust, with Shinsei Trust as the trustee andCitibank holds beneficiary interests for such trust. Citibank will re-entrust the part of the beneficiary interestsin the said trust to Shinsei Trust as self-benefit trust benefit. Shinsei Trust will enter into a total return swap
agreement with Calliope in connection to the said re-entrusted trust. The total return swap will give Calliope
an indirect and partial economic interest in certain beneficiary interests in the trust concerning the lending by
Shinsei Trust. Further, the total return swap is an agreement executed for the purpose of exchanging
economic benefits or risks on certain assets (such as corporate bonds and trust beneficiary interests)

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

3

between the contract parties. The total return swap agreement in the arrangement is planned to be executed
between Calliope, Citibank, which is the owner of the trust beneficiary, and Shinsei Trust, the trustee, in order
to exchange economic benefits obtained from the trust beneficiary interests, which are trusted assets, or risks
involved in them. In accordance with the agreement, Calliope will pay proceeds to Shinsei Trust in an amountthat is almost equivalent to the present value of the principal of the trust beneficiary interests, and Shinsei
Trust will pay monies to Calliope by using the principal and dividends of the trust it will receive for the trust
beneficiary interests.
For the scheme of the Shinsei Trust Loan B, please also refer to the attached “Scheme Diagram”.
(Note 2)
INV will pay the amount obtained by multiplying the borrowing amount by 3.0% as loan fees, and theamount obtained by multiplying the principal amount by 15.0% as exit fees, in addition to the interest.
Concerning the rationale of interest rate and other terms and conditions, please see “4. Terms of borrowing in
Shinsei Trust Loan B” below．
(Note 3)
The first pledges will be established on trust beneficiary interests in real estate for seven properties (BonSejour Chitose Funabashi, Bon Sejour Yotsugi, Bon Sejour Hino, Bon Sejour Musashi Shinjo, Bon Sejour
Komaki, Bon Sejour Hadano Shibusawa and Bon Sejour Itami).

3.

Preconditions and assumptions for implementing the borrowing in Syndicate Loan A
Major preconditions for implementing the Syndicate Loan A include the following:(1) Lending to INV (Shinsei Trust Loan A (the term loan dated July 29, 2011 (Shinsei Trust A)
as described in the press release titled “Notice concerning Debt Financing and Repaymentof Borrowings, etc. (1)” dated today) and Shinsei Trust Loan B), in which Calliope will
indirectly have partial economic interest, and the capital increase by way of third party
allotment with Calliope as an allottee, are completed or expected to be completed without
fail.
(2) Acquisition of more than two-thirds of the entire stocks outstanding of CNST by Calliope iscompleted or expected to be completed without fail.
(3) Full repayment of JPY 11,056 million in the Term Loan and JPY 3,608 million in the 24th
Individual Credit Loan is completed or expected to be completed without fail.
(4) Payment of JPY 10,210 million out of JPY 16,800 million in the Securitized Loan iscompleted or expected to be completed without fail; and the maturity date of the
Securitized Loan has been extended and other modifications have been made, and(5) Full repayment of JPY 11,131 million in the Term Loan (D) is completed or expected to becompleted without fail due to the implementation of the Prudential LPS Loan.
For details concerning the transactions related to each of the above-mentioned preconditions,please refer to the press releases titled “Notice concerning Series of Transactions with Calliope
Godo Kaisha,” “Notice concerning Invitation of New Sponsor and Issuance of New Investment
Units by way of Third-Party Allotment,” “Notice concerning Debt Financing and Repayment of
Borrowings, etc. (1)” and “Notice concerning Fund Procurement through Debt Financing
Backed by Trust Assets and Repayment of Borrowings and Change in Trustee of Trust Assets”
all dated today.

4.

Terms of borrowing in Shinsei Trust Loan B
As described in the above 2. Details of borrowing (planned) (2) Term Loan (Shinsei Trust B),
while the borrowing conditions of the Shinsei Trust Loan B (including conditions on financing
fees and exit fees, etc., on top of the interest; the same holds true for below.) has a significant

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

4difference between the borrowing conditions of the past borrowings, and the borrowing
conditions of the Syndicate Loan A and the Prudential LPS Loan to be executed at the sametime (collectively, “the Simultaneous Borrowings”; for details of the Prudential LPS Loan, please
see the press release titled “Notice concerning Fund Procurement through Debt Financing
Backed by Trust Assets and Repayment of Borrowings and Change in Trustee of Trust Assets”
dated today), INV believes that the Shinsei Trust Loan B is rational considering
comprehensively the following reasons and the financial condition of INV, the terms andconditions proposed in the negotiations with the existing lenders and the possible new lenders
up to now, and the necessity of the procurement of fund;(1) The Shinsei Trust Loan B is secured by only seven 7 residential properties for elderly people(the “7 Senior Properties”). As they are for special use, the 7 Senior Properties haverelatively low security value compared with other properties.
(2) The Simultaneous Borrowings are secured by 21 properties for the Syndicate Loan A and 24
properties for the Prudential LPS Loan, and the value of the underlying security of theShinsei Trust Loan B is materially different from that of the Simultaneous Borrowings.
(3) Achieving significant improvement in the financial status through such measures asconducting refinances and extension of maturity dates of the entire borrowings andendeavor to avert the risk of financial bankruptcy is an important management issue for INV
to be solved as soon as possible. The implementation of the Shinsei Trust Loan B isessential to repay in full the existing borrowings excluding part of the Securitized Loan orrefinancing them with long-term loans, and maintaining INV’s activities as a going concern.
Moreover, INV has agreed with Calliope to pay a fee of JPY 336.5 million on July 29, 2011
(planned) as consideration for the advice on partial repayment (including partial release ofobligation) and extension of the maturity date of the Securitized Loan and schematic formationof the fund procurement methods for the Syndicate Loan A and Prudential LPS Loan, and otherissues (hereinafter, the “Advisory Service”). INV considers such a fee to be rational andreasonable, taking into account the content and achievements (modification of terms andconditions of the Securitized Loan and other results that should realize refinancing of otherexisting borrowings with long-term loans and thus enable INV to avert the risk of bankruptcy) of
the Advisory Service by Calliope.

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

55. Details of repayment of borrowings(1) Term Loan(a) Lender: Aozora Bank, Ltd. (agent)
Tokio Marine & Nichido Fire Insurance Co., Ltd.
Resona Bank, Limited.
THE NISHI-NIPPON CITY BANK, LTD.
The Musashino Bank, Ltd.
Shinsei Bank, Limited
The Chuo Mitsui Trust and Banking Company, Limited(b) Borrowing amountJPY 11,056 million
outstanding before repayment(Initial loan amount): (JPY 15,216 million)(c) Repayment amount: JPY 11,056 million(d) Borrowing amount: JPY 0outstanding after repayment(e) Source of repayment: The source of repayment for the Term Loan and the 24th
Individual Credit Loan below is the borrowings of JPY
10,100 million as described in 2. Details of borrowing(planned) (1) Syndicate Loan A above and JPY 2,900
million as described in 2. Details of borrowing (planned)(2) Term Loan (Shinsei Trust B), and part (JPY 1,664
million) of the proceeds to be procured from the issuanceof new investment units, as announced in the press
release titled “Notice concerning Invitation of New
Sponsor and Issuance of New Investment Units by Way
of Third Party Allotment” dated today.
(f) Interest rate
: 2.68000%(from July 1, 2011 to July 29, 2011)
Variable interest rate(g) Borrowing method: Borrowing based on the term loan agreement as ofNovember 19, 2009 (including changes made thereafter)
Mortgage / non guarantee(h) Borrowing date
: November 24, 2009(i) Principal Maturity date
: July 29, 2011(2) 24th Individual Credit Loan(a) Lender(b) Borrowing amount before
repayment(Initial loan amount)(c) Repayment amount(d) Borrowing amountoutstanding after repayment(e) Source of repayment: Aozora Bank, Ltd. (agent):
JPY 3,608 million: (JPY 4,660 million): JPY 3,608 million: JPY 0: The source of repayment for the 24th Individual Credit

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

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(f)

Interest rate(g)

Borrowing method

(h)
(i)

Borrowing datePrincipal Maturity date

Loan and the Term Loan above is the borrowings of JPY
10,100 million as described in 2. Details of borrowing(planned) (1) Syndicate Loan A above and JPY 2,900
million as described in 2. Details of borrowing (planned)(2) Term Loan (Shinsei Trust B), and part (JPY 1,664
million) of the proceeds to be procured from the issuanceof new investment units, as announced in the press
release titled “Notice concerning Invitation of New
Sponsor and Issuance of New Investment Units by Way
of Third Party Allotment” dated today.
: 2.68000%(from July 1, 2011 to July 29, 2011)
Variable interest rate
: Borrowing based on the individual credit loan agreement(the 24 Individual Credit Loan) with the lender as
described in (1) above as of November 19, 2009
(including changes made thereafter) that was executed
based on the master credit loan agreement as ofNovember 19, 2009
Mortgage / non guarantee: November 24, 2009
: July 29, 2011

6.

Future outlook
For the impact to the outlook on performance for the fiscal period ended June 2011 (January 1,
2011 to June 30, 2011) if the Borrowings are conducted, please refer to the press release titled“Notice concerning Revision of Forecasted Financial Results for the 16th Fiscal Period Ended
June 2011 and concerning Forecasted Financial Results and Distribution per Unit for the 17th
Fiscal Period Ending December 2011” dated today.

7.

Others: for appropriate understanding of investors
Regarding the risk involving repayment of the Borrowing, please refer to “Part 2 Additional
Information, 4. Investment Risks” in the securities registration statement submitted today, as
well as to the description of “Investment risks” in the securities report for the fiscal period ended
December 2010 (January 1, 2010 – December 31, 2010) which INV submitted on March 31,
2011. (all in Japanese only)

Note: This English language notice is a translation of the Japanese language notice released on July 15,
2011 and was prepared solely for the convenience of, and reference by, non-Japanese investors. No
warranties or assurances are given for the accuracy or completeness of this English translation.

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

7[For reference]
Borrowing amount outstanding as of July 29, 2011

Short-term debt
Long-term debt to be
repaid within one year
Long-term debt
Total debt

(Units: mn JPY, figures rounded down to a mn JPY)
Before borrowing
After borrowing
Balance
25,796－-25,796
16,800
5,615-11,185－
42,59631,30031,30036,915-5,681(Note) The amount in “After borrowing” above reflects the amount after refinancing (and partially refinancing) the Term
Loan (Shinsei Trust & Banking Co., Ltd.) and the Term Loan (D) to be conducted on July 29, 2011. Furthermore,
please refer to the press release titled “Notice concerning Debt Financing and Repayment of Borrowings, etc.
(1)” dated today for the details of the refinances of the Term Loan (Shinsei Trust & Banking Co., Ltd.), and thepress release titled “Notice concerning Fund Procurement through Debt Financing Backed by Trust Assets andRepayment of Borrowings and Change in Trustee of Trust Assets” dated today for the details of the refinance of
the Term Loan (D).

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

8

(Attachment)[Scheme Diagram (Shinsei Trust Loan B)](Note) “TRS” in the above diagram represents “total return swap.”

Note: This document is an English translation of a public announcement regarding debt financing and repayment of borrowings, etc.
and has not been prepared as an inducement or invitation for investment. We caution readers to undertake investment decisions attheir own examination and responsibility. This translation of the original Japanese public announcement is provided solely for
information purposes. Should there be nay discrepancy between this translation and the Japanese original, the latter shall prevail.

9