TERMSHEET

LATTE LTD and/or any guaranteed subsidiary
Existing Facilities	New Facilities / Changes
	NEW Borrower: [ ] Guarantors: Latte Ltd and all material subsidiaries, material being defined as: - any subsidiary company whose total assets exceeds [ ] % of the group's Consolidated Total Assets. - additional subsidiary companies ( if necessary ) to ensure that the aggregate of total Assets of non-guaranteeing subsidiaries does not exceed [ ] % of the group's Consolidated Total Assets. US$ [ ] mio Bridging Loan Facility, fully underwritten, committed, secured Arranger and Agent: Bank ABC Borrower: [ ] Lead / Participating Banks: Bank ABC 15 mio plus [ 3 ] participants at US$ [ 5 ] mio each. Purpose Bridging Loan for the acquisition of [ ] Duration: [ ] years, maturing [ ].. Security: 1. Pledge of [ ] % shares of [ ] 2. Loan to Value of not exceeding [ ] % Condition Precedents: 1. Satisfactory review of the Franchise Agreement, 2. 3. Documentation: Facility Agreement including clauses typical for such a facility, including representations and warranties, negative pledge, pari passu, events of default, cross default ( US$ [ ] mio threshold amount ), material adverse change, increased cost and a clause addressing stamp duty.
LATTE LTD and/or any guaranteed subsidiary
Existing Facilities	New Facilities / Changes
	Covenants include restrictions on the sale of assets, change of ownership, no creation of security, continuity of business, all transactions at arms length. ( Consolidated Basis Unless Otherwise Stated ) Acquisitions: The purchase price of any acquisition made by Latte Ltd and or Lattee Inc must be less than [ ] times the EBIT of the acquired company. Any acquisition that is paid for by the issue of Latte Ltd and or Lattee Inc shares will not be restricted by this clause. In no event shall an acquisition result in acquired indebtedness in excess of US$ [ ] mio on a consolidated basis. The following Financial Covenants will apply at all times and be confirmed by the Borrower on a quarterly basis: Gearing Total Liabilities to Total Assets of not more than 60%. ( [ ] % at [ ] ) Future Indebtedness No additional borrowings (incl. finance leases, guarantees, preference shares or external debt) in excess of US$ [ ] mio without prior written consent of the Majority Participants ( Participants whose commitments exceed 50% of the total commitments of all participants). ( US$ [ ] mio at [ ] ) Interest Cover EBIT/interest & lease expense ( finance and operating leases ) to be not less than 4.0 times. ( Stand Alone: EBIT/interest & lease expense ( finance and operating leases ) to be not less than 3.0 times. ) Current Ratio Total Current Assets not to fall below 150% of Total Current Liabilities. ( [ ] % at [ ] ) Minimum Net Worth Total Net Worth of not less than US$ [ ] mio. ( US$ [ ] mio at [ ] ) Minimum Tangible Net Worth Total Net Worth less goodwill and other intangibles, plus brand names (of up to US$ [ ] mio) of not less than US$ [ ] mio. ( US$ [ ] mio at [ ] ) Governing Law: Laws of [ ]