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DUNDEE INTERNATIONAL REAL ESTATE INVESTMENT TRUST ...

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work in the short term. A further internal review of these properties has been undertaken and an<br />

environmental management plan, guided by the principles established in the REIT’s Environmental<br />

Policy, was instituted for all of the Initial Properties.<br />

We negotiated an indemnity from Sub-Fund I for any claims against us resulting from environmental<br />

damage for two other Initial Properties to a maximum of €3 million and a further indemnity from Sub-<br />

Fund I for claims against us resulting from environmental damage of which on Closing Sub-Fund I had<br />

knowledge and we did not.<br />

We have a comprehensive environmental impairment liability insurance policy covering the Initial<br />

Properties which will reduce our exposure to any unforeseen incidents or historical issues.<br />

Property Condition Assessments<br />

The Initial Properties have been the subject of certain property condition assessment reports prepared<br />

between 2007 and 2011. A German-based consultant that had previous experience with many of the<br />

Initial Properties was selected in order to investigate compliance with applicable jurisdictional standards<br />

and best practices during completion of the assessments and reports. The consultant had previously<br />

inspected the majority of the Initial Properties in 2008. Any Initial Properties not physically inspected by<br />

the consultant in 2008 were physically inspected in 2011. As well, approximately 10% of the Initial<br />

Properties physically inspected in 2008 were re-inspected in 2011. Reports on properties inspected in<br />

2008 were updated through a review of due diligence materials provided by Caroline Holdings,<br />

incorporating a specific analysis of maintenance expenditures for the years 2008 through 2010.<br />

Property condition assessment reports were prepared for each of the Initial Properties for the purpose of<br />

assessing and documenting the existing conditions of each building and major building operating<br />

components and systems forming part of the Initial Properties. The reports catalogued ongoing repairs,<br />

maintenance and replacement of capital items in respect of the Initial Properties, and also identified and<br />

quantified major defects in materials or systems which would likely necessitate capital expenditures over<br />

the next ten years. Based on the property condition assessment reports and DRC’s own inspections, the<br />

Initial Properties appear to be well maintained, in accordance with their use.<br />

As part of our annual asset review program, we will monitor the appropriate level of repairs and<br />

maintenance and capital expenditures to ensure that the Initial Properties remain competitive. We intend<br />

to manage capital expenditures prudently and maintain the physical improvements of the Initial Properties<br />

in good condition. We will also expend capital on upgrades where appropriate, especially if we believe<br />

such spending will accelerate lease-up of vacant space and assist in the retention of expiring tenants.<br />

INDEBTEDNESS<br />

For the year ended December 31, 2011, our interest coverage ratio was 2.7 times. This ratio is calculated<br />

by dividing (i) net operating income from continuing operations plus interest and fee income less general<br />

and administrative expenses by (ii) interest expense from continuing operations less interest on<br />

Exchangeable Notes. As at the same date, our floating rate indebtedness was approximately 15% of total<br />

debt.<br />

Concurrent with the closing of our initial public offering, we obtained a term loan credit facility (the<br />

“Facility”) from a syndicate of German and French banks for gross proceeds of $448.4 million (€328.5<br />

million). The term of the Facility is five years with a two-year renewal option. Variable rate interest is<br />

payable quarterly under the Facility at a rate equal to the three-month EURIBOR, plus a margin of 200<br />

bps and agency fees of 10 bps. Pursuant to the requirements of the Facility, we entered into an interest<br />

rate swap to fix 80% of the interest payments at 1.89% plus margin and agency fees and purchased an<br />

26

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