FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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TRANSACTION OVERVIEW The information in this section does not purport to be complete and is qualified in its entirety by reference to the detailed information appearing elsewhere in this Offering Circular. Prospective purchasers of the Notes are advised to read carefully, and to rely solely on, the detailed information appearing elsewhere in this Offering Circular in making any decision whether or not to invest in any Notes. Capitalised terms used, but not defined, in this section can be found elsewhere in this Offering Circular, unless otherwise stated. A schedule of defined terms is set out at the end of this Offering Circular. Issue of the Notes and advance of the Commercial Mortgage Loans On or about the Closing Date Société Générale will provide to each of the Paris Properties Borrowers, and CCF will provide to each of the Proudreed France Borrowers, a Commercial Mortgage Loan pursuant to the terms of two separate Commercial Mortgage Loan Agreements. The proceeds of each Commercial Mortgage Loan will be used in part to refinance existing mortgage loans (the ‘‘Existing Loans’’), as well as to finance inter-company loans and to pay certain expenses. On the Closing Date, the Issuer will issue the Notes and use the proceeds to purchase from the Lenders (in their capacities as Sellers) pursuant to a receivables transfer and servicing agreement entered into between the Management Company, acting in the name and on behalf of the Issuer, the Custodian and the Lenders the right to receive principal and interest (and related security) (the ‘‘Receivables’’) in respect of each Commercial Mortgage Loan. The Issuer will use receipts of principal and interest paid to it in respect of the Commercial Mortgage Loans together with any Hedging Payments from the Hedging Providers and any drawings from the Liquidity Facility to make payments of principal and interest due in respect of the Notes. Each Lender, acting in its capacity as FCC Servicer, will continue to perform the servicing and collection of amounts due under the Commercial Mortgage Loan in respect of which it was the Lender of record. The Lenders (whether in their capacity as Lenders, as FCC Servicers or in any other capacity) will not be responsible for and will not guarantee the performance of the obligations of the Obligors under the Commercial Mortgage Loans or the performance of the obligations of the Issuer under the Notes. The ability of the Issuer to make payments of principal and interest due in respect of the Notes is ultimately dependent on the ability of the Borrowers to make payments of principal and interest due in respect of the Commercial Mortgage Loans, which is unrelated to the creditworthiness of the Lenders. In order to secure its obligations as Borrower under its Commercial Mortgage Loan and the other Transaction Documents to which it will be a party each Borrower will transfer (by way of subrogation) to the Lenders the existing mortgages and lender’s liens securing its Existing Loans. The Borrowers will grant to the Lenders additional security over all of its Property Portfolio, including an assignment of its rights to any rental income relating to the properties contained within its Property Portfolio and under any insurance policies relating to its Property Portfolio, and security over its bank accounts. The Parent Obligors (where applicable) will also grant security over the shares which they hold in the Borrowers. Such security interests will be transferred to the Issuer upon the transfer of the Receivables to the Issuer. Rental and other income of each of the Borrowers will be collected in a Borrower Transaction Account and other charged accounts of each Borrower from which monies may be released to the relevant Borrower once prior ranking payments have been made (See ‘‘Resources Available to the Borrowers and the Issuer – Borrower Accounts’’). Certain of the Borrowers are finance lessees under finance leases entered into with third party finance lessors with respect to a limited number of properties that are not included in either of the Property Portfolios. Rents due by the relevant Borrowers to the finance lessors will be paid in priority to interest, principal and other amounts due by the Borrowers under the Commercial Mortgage Loans (See ‘‘Risk Factors – Risks relating to the existing Finance Leases’’). Liquidity Facility On or before the Closing Date, the Issuer will enter into a 364 day revolving euro liquidity facility agreement with the Liquidity Facility Provider. If the Management Company (on behalf of the Issuer) determines on any Determination Date that there will be a Liquidity Shortfall, the Management Company (on behalf of the Issuer) shall, on the date that 11
is one Business Day following such Determination Date, deliver a drawdown request under the Liquidity Facility requesting a liquidity drawing to be made on the relevant Interest Payment Date. Any amounts drawn under the Liquidity Facility shall be repaid in accordance with the relevant Issuer Priority of Payments, together with interest thereon, on the next Interest Payment Date on which the Issuer has funds in the relevant currency available for the purpose. The Liquidity Facility can only be drawn to cover a Liquidity Shortfall if, after such drawing, the aggregate of the outstanding liquidity advances does not exceed u26 million (as reduced in proportion to reductions in the Principal Amount Outstanding on the Notes). Hedging The Issuer will hedge the interest rates payable on the Notes through a combination of swaps and interest rate caps entered into with the Hedging Providers (each such transaction being a ‘‘Hedging Agreement’’). Under each Commercial Mortgage Loan Agreement, the relevant Borrower will be obliged to pay to the Issuer, as part of the On-going Facility Fee, an amount equal to any breakage costs arising under such Hedging Agreements as a result of the Issuer adjusting its hedging activities to reflect the prepayment of the Notes due to a prepayment by that Borrower. For this purpose, the Issuer’s hedging activities shall be notionally allocated to each underlying Commercial Mortgage Loan in proportion to the principal amounts outstanding per Borrower under its Commercial Mortgage Loan. Alternatively, the Issuer may adjust its hedging activities by disposing of the excess hedging arrangements to the company that was the Borrower whose repayment of the relevant Commercial Mortgage Loan in full initiated the adjustment of such hedging. 12
Page 1 and 2: FCC Proudreed Properties 2005 a Fre
Page 3 and 4: (having taken all reasonable care t
Page 5 and 6: CONTENTS SECTION PAGE PRINCIPAL CHA
Page 7 and 8: PRINCIPAL CHARACTERISTICS OF THE CO
Page 9 and 10: LTV Ratio: Security: Insurance: Mor
Page 11: DIAGRAMMATIC OVERVIEW OF PARTIES AN
Page 15 and 16: SARL Enoville is a French limited l
Page 17 and 18: Hedging Agreements. For a descripti
Page 19 and 20: For further details as to the risks
Page 21 and 22: 2. Tenant Concentration (Top 10 Ten
Page 23 and 24: 6. Sectoral Weightings: (Industrial
Page 25 and 26: Paris Properties 1. Summary descrip
Page 27 and 28: Property Name Property address Type
Page 29 and 30: 3. Lease type and length of lease S
Page 31 and 32: 7. Details of the Top Ten Propertie
Page 33 and 34: Property Number 7 Property Name Cha
Page 35 and 36: PRINCIPAL FEATURES OF THE NOTES Bel
Page 37 and 38: ‘‘AA’’ by Fitch and a ratin
Page 39 and 40: Interest Rate Risks Interest on the
Page 41 and 42: after among other things, payments
Page 43 and 44: same criteria as apply to the Secur
Page 45 and 46: Although any successor manager of a
Page 47 and 48: within the Property Portfolio relat
Page 49 and 50: this judicial procedure. The judgme
Page 51 and 52: Risks relating to Planning - Right
Page 53 and 54: (a) to obtain an order for, or paym
Page 55 and 56: Secured Properties The Secured Prop
Page 57 and 58: described under ‘‘Obligor Secur
Page 59 and 60: (together with accrued interest). F
Page 61 and 62: 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
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The ‘‘Due Diligence Criteria’
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(e) a deposit (by way of gage-espè
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Pursuant to the terms of the Proper
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negatively affect the credit qualit
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provided however that no such termi
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RESOURCES AVAILABLE TO THE BORROWER
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Reserve. Furthermore, in the event
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Obligor Post-Enforcement Priorities
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Account following the occurrence of
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(e) fifth, in or towards satisfacti
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On delivery of a Note Enforcement N
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VALUATION REPORTS 22 septembre 2005
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We attach schedule of values, divid
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15 June 2005 Proudreed France Sarl
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Finally, we would ask that neither
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Finally, we would ask that neither
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This valuation is provided for the
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We confirm that we are able to comp
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We confirm that we are able to comp
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For recently completed developments
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Schedule of Values - Appendix 1 130
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Appendix 2 - Schedule of Values 132
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Appendix 4 Net Market Fund Ref Prop
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We are in the opinion that the valu
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Assets of the Issuer Receivables an
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The Custodian will receive a fee, p
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et seq. of the French Monetary and
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THE BORROWERS The Paris Properties
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• borrowing or more generally rai
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Loan Capital: Commercial Mortgage L
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− and generally all transactions
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7 rue d’Amiens S.C.I. Introductio
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• granting any security interest
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1 - BALANCE SHEET - ASSETS Corporat
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3 - INCOME STATEMENT Corporate name
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NOTES TO THE ACCOUNTS Before repart
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FIXED ASSETS Corporate name: PARIS
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RESERVES IN THE BALANCE SHEET Corpo
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TABLE OF ACCRUED ASSETS AND ACCRUED
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LEASING Corporate name: PARIS PROVI
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AFFILIATED COMPANIES AND INVESTMENT
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P.P.M.P.P. Financial Statements Yea
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2 - BALANCE SHEET - LIABILITIES AND
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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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