f8k0801_x103-riic.htm


    BANK
      OF SCOTLAND

    CORPORATE
      BANKING


    


    [Missing
      Graphic Reference] 

    


     

    
      Term
        Sheet

    

     

    
      This
        termsheet confirms the availability of facilities subject to and
        conditional upon the execution by the parties of loan documentration reflecting
        the terms and conditions outlined herein and otherwise acceptable to Bank
        of Scotland, (and Bank of Scotland reserves the right to incorporate such
        other
        terms and conditions into the loan documentation as it may consider
        appropriate) of which Bank of Scotland shall have no obligation to extend
        the facilities indicated.

      


      These
        terms are provided solely for the benefit of Royal Invest Europe B.V. 
Bank of Scotland will
        not accept responsibility to another party to whom
        these terms may be shown or who may acquire a copy of these
        terms.

    

    


     

    Royal
      Invest Europe
      B.V.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    


     

    
      	
              1.  Borrower

               

            	
              Royal
                Invest Europe B.V.  ('RIE') plus any subsequent company in which
                RIE invests / acquires, subject to the new company fully acceding
                to the
                terms of the Facility Agreement.

            
	
              2.  Investment
                purpose

               

               

            	
              Funding
                to assist with the acquisition of a mixed property investment
                portfolio.

               

              Bank
                of Scotland will have a right of veto over all properties to be included
                within the portfolio

            
	
              3.  Properties

               

            	
              To
                be identified, however, including the targeted portfolio with properties
                in :

              
                       
                  q  Woerden;
                  Edisonweg 9 A-E

                     
                    q  Vianen;
                  Mijlweg 7

                       
                  q  Utrecht;
                  Keulsekade 215 & 216

                       
                  q  Lelystag;
                  De
                  Schans 1802

                       
                  q  Alkmaar;
                  De
                  Berenkoog 53

                       
                  q  Hilversum; Franciscusweg
                  10

                       
                  q  Badhoevendorp;
                  Sloterweg 22

                       
                  q  Assen;
                  Schepersmaat 4

                       
                  q  Hoofddorp;
                  Kruisweg

                       
                  q  Hengelo;
                  Willemstraat 47-49

                       
                  q  Beverwijk;
                  Parallelweg 29

                       
                  q  Alkmaar,
                  Schinkelwaard 20

                   
                      q  Amsterdam;
                  Zuidermolenweg 7

                       
                  q  Wormerveer;
                  Productieweg 119

                       
                  q  Roermond;
                  Productieweg 1

                       
                  q  Vianen;
                  Stuartweg 2

                       
                  q  Amsterdam;
                  Nieuw-Zeelandweg 10

                       
                  q  Amersfoort;
                  Nijverheidsweg Noord 72

                       
                  q  Emmen;
                  Dalipassage 24, 30 end 34

                       
                  q  Leeuwarden;
                  Emmakade 59

              

            
	
              4.  Financing
                structure

               

            	
              The
                borrower can choose between a facility governed by the lower of 85%
                LTV/LTC or 82.5% LTV/ LTC.

               

            
	
              5.  Facility
                amount

            	
              €
                100,000,000

               

              First
                drawdown anticipated to be € 50,400,000

            
	
              6.  Maturity

               

               

            	
              6
                years from initial drawdown

            
	
              7.  Mode
                of
                payment

            	
              Interest
                periods of 1, 3 or 6 months

            
	
              8.  Hedging

               

            	
              A minimum
                of 65% to be hedged.

            
	
              9.  Amortisation

               

            	
              1.25%
                in year 1

              1.5%
                in year 2 and 3

              2.0%
                in year 4, 5 and 6

            
	
              10.  Margins
                (bps)

            	
              125
                bps based on LTV/LTC of 82.5% OR

              132
                bps based on LTV/LTC of
                85.0%

            
	
              11.  Fees

              Arrangement
                fee

               

              Renewal
                fee

               

              Redrawing
                fee

               

               

              
                Repayment
                  fee

              

            	
               

              q  50bps
                on signing facility documentation

               

              q  25bps
                on element of facility undrawn, payable at the end of the interest
                period

               

              q  35bps
                on any amount redrawn

               

              q  100bps
                if refinanced with another lender within 36 months.

            
	
              13.  Securities

               

               

            	
              q  Legal
                Charge / First ranking mortgage over each property acquired

              q  Pledge
                over rent account

              q  Assignment
                of lease receivables

              q  Cross
                collateral between properties and Borrower

              q  2-year
                €1m cash-deposit rental guarantee from Harry Muermans for the Property
                in
                Assen

              q  6-year
                personal guarantee from Harry Muermans and Frans Feijdherbe for the
                rental income of  €818,300 per year from Carrara Projectontwikkeling
                B.V. in Hilversun

            
	
              14.  Covenants

               

            	
              q  Loan
                to Value; depends on financing structure either 82.5 or 85.0%

              q  Interest
                Cover Ratio: 130%

              q  Debt
                Service Coverage Ratio: 105%

              q  Following
                the sale of an individual property 110% of the orginal amount financed
                will be repaid.  For the avoidance of doubt, in the event that all
                the properties in the portfolio are sold, only the amount required
                to
                fully repay the outstanding indebtedness will be requested upon the
                sale
                of the final property.  Amounts repaids may be redrawn.

               

            
	
              15.  Conditions
                precedent

               

               

               

            	
              q  Satisfaction
                with Know Your Customer requirements of  the borrower and main
                shareholders

              q  Satisfaction
                with full independent valuation report over each property conducted
                by an
                international recognised company.

              q  Satisfaction
                with Technical, Legal and Environmental due diligence over each
                property

              q  All
                due diligence and valuation reports will be addressed to BoS

              q  All
                third party professional/advisory fees and costs will be paid by
                the
                borrower

              q  BoS
                right of veto over properties to be included within the
                portfolio

              q  Satisfaction
                with Wealth Statement from 2006 of Harry Muermans and Frans
                Feijdherbe

              q  An
                abort fee of 10bps (ie € 100,000) is payable if the borrower chooses an
                alternative funder after BoS credit approval has been
                granted.

            


    

    


    
      
        
        

      

      
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    Amsterdam,
      23 November 2007

    


    


    If
      these
      Terms and Conditions are acceptable, please sign and return the enclosed copy
      of
      this letter.

    


    I
      hereby
      accept, agree and confirm the above Terms and Conditions

    


    Name:

    


    /S/ D.Havenaar
.................................

    


    For
      and
      on behalf of the Borrower:

    


                November
      23rd 2007
Dated:...........................................

     

    
      
        
        

      

      
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