f8k0729_x102-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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