OÜ BCA Center signs mortgage agreement

OÜ BCA Center, subsidiary of AS Kalev Real Estate Company, has entered into an
agreement to take out a combined mortgage on rights of superficies held by it. 

OÜ BCA Center holds rights of superficies on real estate owned by the city of
Tallinn at Kopli tn 92, Õismäe tee 132, Kivimurru tn 9, Raudtee tn 73 and Pärnu
mnt 71/73. The rights of superficies were assigned on these properties in order
to realize the Tallinn Schools Private Partnership Project (Tallinn Schools
Private Partnership Project; see also AS Kalev press release of 2 November
2006, “Kalev REC subsidiary declared winner at Tallinn Schools Private
Partnership Project competition”). 

As the agreement dictated, AS Hansapank has become the mortgagee of the
aforementioned rights of superficies. The mortgage amount is 400,000,000
kroons. 

The aforementioned mortgage secures AS Hansapank's claims on OÜ BCA Center
arising from the loan agreement it signed with AS Hansapank in June of this
year. One of the preconditions for fulfilling the loan agreement was a mortgage
from the lender. 

The lender is making possible a loan of 23,227,000 euros to OÜ BCA Center. If
the lender should seek an input VAT tax refund from the Tax and Customer Board,
the loan limit will be reduced automatically to the amount that would be
obtained by dividing the current loan by 1.18. 

The loan will be issued in instalments as applied for by the borrower. The term
for utilization of the loan expires on 31 December 2008. During this term the
borrower will pay a fee of 0.5% per year for the loan limit not used. The term
for repayment of the part of the loan utilized will be 30 September 2009. 

Under the loan agreement, OÜ BCA Center has the right to cancel the unused loan
or a portion of the unused loan credit and to make early repayment of the loan
or a part thereof. 
The interest rate charged on the loan is EURIBOR + 1.6% per year. The interest
period is 1 month and the borrower will pay interests monthly pursuant to the
payment schedule. 

The purpose of the loan is to finance the renovation of school buildings to be
performed by OÜ BCA Center in the framework of the Tallinn Schools Private
Partnership Project. After the renovation obligations are discharged and rental
revenue begins to accrue from the City of Tallinn in late 2008, it is planned
to refinance the mortgage. 


Allan Viirma
Head of the legal service
607 7831