FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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We confirm that we are able to comply with the applicable listing rule of the relevant stock exchange and listing authority, whether it is in London, Luxembourg or Dublin. We also confirm that the valuations have been carried out by a competent Independent Valuer and that Savills has no conflict of interest in advising the addressees of the report. We also confirm that Savills has sufficient professional indemnity insurance on a per claim basis in respect of the services herewith provided. The report and valuation have been prepared in accordance with the latest edition of the RICS ‘‘Red Book’’, the Appraisal and Valuation Standards (5 th Edition). We refer you to the documents entitled ‘‘Valuation Procedure and Assumptions’’ and ‘‘Specific Valuation Assumptions’’ attached to this certificate for details of the basis of our valuation, the work we have undertaken and the general assumptions upon which it has been prepared. You have requested that valuations be prepared upon the following basis: Market Value Market value means ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgably, prudently and without compulsion’’. Market Value with Vacant Possession As for market value, but assuming that the property is vacant at the valuation date. Reinstatement Cost This is an estimate of the cost of current reinstatement cost of the property in its current form, including costs of clearance, demolition and professional fees, but excluding VAT. We would underline that this indication of reinstatement cost for insurance purposes is given as a guideline only, since a formal estimate can only be given by a qualified Quantity Surveyor or equivalent person with sufficient current experience of construction costs. As the property has not been inspected by a Quantity Surveyor, the estimates of replacement cost are provided without liability. Valuation A schedule of individual net market values as at 31 May <strong>2005</strong> is attached. The sum of the individual property values should not be considered as our opinion of the value of the portfolio if sold as a whole. No allowance has been made in our valuation for the costs of realisation, any liability for tax which might arise in the event of disposal or deemed disposal or for the existence of any mortgage or similar financial encumbrance over the property. Finally, we would ask that neither the whole nor any part of this report or any reference thereto may be included in any document, circular or statement without our prior approval of the form and context in which it will appear, save that we agree to this report being included in the Offering Circular. Such publication of/or reference to this report will not be permitted unless it contains a sufficient contemporaneous reference to any departure from the Statements of Asset Valuation Practice and Guidance Notes published by the Royal Institution of Chartered Surveyors or the incorporation of the special assumptions referred to herein. 125
This valuation is provided for the stated purposes and is for the use only of the party to whom it is addressed and no responsibility is accepted to any other party. We remain at your disposal should you have any queries regarding this valuation or the attached reports. Yours faithfully, Sara Lucas MRICS Director Savills 126
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FCC Proudreed Properties 2005 a Fre
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(having taken all reasonable care t
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CONTENTS SECTION PAGE PRINCIPAL CHA
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PRINCIPAL CHARACTERISTICS OF THE CO
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LTV Ratio: Security: Insurance: Mor
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DIAGRAMMATIC OVERVIEW OF PARTIES AN
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is one Business Day following such
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SARL Enoville is a French limited l
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Hedging Agreements. For a descripti
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For further details as to the risks
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2. Tenant Concentration (Top 10 Ten
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6. Sectoral Weightings: (Industrial
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Paris Properties 1. Summary descrip
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Property Name Property address Type
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3. Lease type and length of lease S
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7. Details of the Top Ten Propertie
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Property Number 7 Property Name Cha
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PRINCIPAL FEATURES OF THE NOTES Bel
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‘‘AA’’ by Fitch and a ratin
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Interest Rate Risks Interest on the
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after among other things, payments
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same criteria as apply to the Secur
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Although any successor manager of a
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within the Property Portfolio relat
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this judicial procedure. The judgme
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Risks relating to Planning - Right
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(a) to obtain an order for, or paym
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Secured Properties The Secured Prop
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described under ‘‘Obligor Secur
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(together with accrued interest). F
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date on which sale proceeds are rec
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Facility Fees Pursuant to the terms
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• details of the Property Manager
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taking into account any rent guaran
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(d) any Obligor or the Borrowers’
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(or u100,000 for Proudreed France S
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Account and the related Disposal Ex
Page 75 and 76: The ‘‘Due Diligence Criteria’
Page 77 and 78: (e) a deposit (by way of gage-espè
Page 79 and 80: Pursuant to the terms of the Proper
Page 81 and 82: negatively affect the credit qualit
Page 83 and 84: provided however that no such termi
Page 85 and 86: RESOURCES AVAILABLE TO THE BORROWER
Page 87 and 88: Reserve. Furthermore, in the event
Page 89 and 90: Obligor Post-Enforcement Priorities
Page 91 and 92: Account following the occurrence of
Page 93 and 94: (e) fifth, in or towards satisfacti
Page 95 and 96: On delivery of a Note Enforcement N
Page 97 and 98: VALUATION REPORTS 22 septembre 2005
Page 99 and 100: We attach schedule of values, divid
Page 101 and 102: 15 June 2005 Proudreed France Sarl
Page 103 and 104: Finally, we would ask that neither
Page 109 and 110: Finally, we would ask that neither
Page 115 and 116: This valuation is provided for the
Page 117 and 118: We confirm that we are able to comp
Page 121 and 122: This valuation is provided for the
Page 123 and 124: We confirm that we are able to comp
Page 125: 15 June 2005 Proudreed France Sarl
Page 129 and 130: For recently completed developments
Page 131 and 132: Schedule of Values - Appendix 1 130
Page 133 and 134: Appendix 2 - Schedule of Values 132
Page 135 and 136: Appendix 4 Net Market Fund Ref Prop
Page 137 and 138: We are in the opinion that the valu
Page 139 and 140: Assets of the Issuer Receivables an
Page 141 and 142: The Custodian will receive a fee, p
Page 143 and 144: et seq. of the French Monetary and
Page 145 and 146: THE BORROWERS The Paris Properties
Page 147 and 148: • borrowing or more generally rai
Page 149 and 150: Loan Capital: Commercial Mortgage L
Page 151 and 152: − and generally all transactions
Page 153 and 154: 7 rue d’Amiens S.C.I. Introductio
Page 155 and 156: • granting any security interest
Page 157 and 158: 1 - BALANCE SHEET - ASSETS Corporat
Page 159 and 160: 3 - INCOME STATEMENT Corporate name
Page 161 and 162: NOTES TO THE ACCOUNTS Before repart
Page 163 and 164: FIXED ASSETS Corporate name: PARIS
Page 165 and 166: RESERVES IN THE BALANCE SHEET Corpo
Page 167 and 168: TABLE OF ACCRUED ASSETS AND ACCRUED
Page 169 and 170: LEASING Corporate name: PARIS PROVI
Page 171 and 172: AFFILIATED COMPANIES AND INVESTMENT
Page 173 and 174: P.P.M.P.P. Financial Statements Yea
Page 175 and 176: 2 - BALANCE SHEET - LIABILITIES AND
Page 177 and 178:
3 - INCOME STATEMENT (CONTINUED) Co
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Corporate name: P.P.M.P.P. FIXED AS
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RESERVES IN THE BALANCE SHEET Corpo
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TABLE OF ACCRUED ASSETS AND ACCRUED
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SECURITY INTEREST GUARANTEED DEBTS
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The Paris Properties Parent Obligor
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which it is or will be a party (inc
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Principal Activities The principal
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PROUDREED FRANCE Financial Statemen
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2 - BALANCE SHEET - LIABILITIES AND
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3 - INCOME STATEMENT (CONTINUED) Co
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The principal schedules of deprecia
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DEPRECIATION Corporate name: PROUDR
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TABLE OF RECEIVABLES AND LIABILITIE
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Corporate Name: PROUDREED France DE
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Corporate name: PROUDREED France FI
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AFFILIATED COMPANIES AND INVESTMENT
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THE HEDGING PROVIDERS HSBC Bank plc
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TERMS AND CONDITIONS OF THE NOTES T
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above, on the basis of the offered
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(k) the Master Definitions and Fram
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and Paris Properties SARL and, in r
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(vi) ‘‘repay’’, ‘‘redee
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(ii) if there are no Class A Notes
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Priority of Payments Following Enfo
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Determination of Rates of Interest
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(although the Issuer will not have
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Currency of Payment (b) Payments in
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(f) (i) (ii) agreed that until all
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Management Company and the relevant
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Notices by Delivery to Euroclear, E
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TAXATION French Taxation Pursuant t
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which it sells Notes during the dis
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(c) the excerpts of the financial r
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Borrowers Account Bank means (i) in
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(b) (B) not confer a direct or indi
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FCC Servicer means each entity appo
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La Défense, France respectively (o
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Interest Period means each period f
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(i) (j) any dividend payment by tha
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Mortgage means (i) the mortgages (h
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(iv) any amounts payable by the Iss
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Loan Agreement during such Forward-
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Regulation S means Regulation S und
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HSBC Bank plc 8 Canada Square Londo
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