FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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SPECIFIC VALUATION ASSUMPTIONS Planning Permission We have assumed that the buildings have the necessary planning permissions even where these have not yet been made available. For buildings that are more than 10 years old for which a valid planning permission has not been obtained, it is likely that most legal actions would now be time barred, provided that it can be shown that the local authority was aware of the construction at the time it occurred. Autorisations d’Exploiter In the case of those warehouse buildings requiring a specific autorisation d’exploiter, we have assumed that the property has a valid authorisation for its current use. It is stated in the report where these documents have been provided in the past, but no new updated documents have been provided for the purposes of the current valuation. We also assume and that in the event of the tenant’s departure, the existing autorisation, if held by the tenant, can and will be transferred to the landlord at no cost and without any compliance works being required. Access and Information The valuations have been based entirely upon information provided by Proudreed, which essentially consists of tenancy schedules, together with information gathered at the time of the original valuations of the properties. None of the properties has been visited since the date of the last inspection stated in the report. We therefore assume that there have been no material changes to the properties or their surroundings which might have an impact on value, other than those known to us through other work, or through details provided by Proudreed. We note that the property at Castelnau has never been inspected by Savills and that the value of this property is therefore based entirely upon the information provided to us by Proudreed which we assume to be complete and correct. Lease Details At the time of the original valuations prepared by Savills for there properties, the occupational leases were read and summarised. In the case of large lettings, we have usually been provided with copies of new leases signed since that original valuation date. However, we have not seen copies of all the occupation leases now in place and have therefore relied upon the tenancy schedules provided by Proudreed (and the accompanying notes) which we assume to be complete and accurate. Floor areas The properties have not been measured by Savills. We have assumed that the floor areas provided in the tenancy schedule are correct unless we were provided with measured areas at the time of our original valuation, in which case the measured areas have been adopted for the purposes of estimating market rent and vacant possession value in particular. Capital Expenditure Since the properties have not been exhaustively inspected since the time of our original valuations, we are only able to comment on the general state of repair evident from the last revisit of the building (the date of which is stated in the report). We are therefore unable to comments on wants of repair at the valuation date, unless we have been specifically advised of these by Proudreed, and have therefore made no deduction for immediate capital expenditure unless provided with a budget. Any such deductions are specifically referred to in the valuation section of the reports. 129
Schedule of Values – Appendix 1 130 Fund Ref Property Net Market Value 31/5/05 Market rent Capitalisation Rate Gross Initial Yield Net Initial Yield Reversion yield Vacant Possession Value Reinstatement cost 2PI 30 THIAIS 23 rue du Puits Dixme 2,720,000u 282,200u 10.00% 10.10% 10.10% 10.10% 2,060,000u 2,540,000u PPMPP 78 CHEVILLY LARUE Rue du Petit Leroy 3,870,000u 392,640u 9.50% 9.65% 9.65% 10.03% 3,260,000u 3,300,000u PPMPP 79 EMERAINVILLE ASE 4 Malnoue 61 av Europe 290,000u 31,050u 10.00% 10.20% 10.20% 10.20% 240,000u 350,000u PPMPP 80 EMERAINVILLE Polyparc 2 900,000u 90,800u 9.85% 10.41% 10.41% 10.41% 710,000u 1,020,000u PPMPP 81 EMERAINVILLE Polyparc 1, 2ème tranche 2,270,000u 214,800u 9.75% 7.59% 7.05% 10.29% 1,730,000u 2,790,000u PPMPP 82 EMERAINVILLE Polyparc 1 810,000u 85,460u 9.75% 10.32% 10.32% 10.32% 660,000u 1,300,000u PPMPP 83 EMERAINVILLE VE 39 av de l’Europe 1,440,000u 152,010u 10.00% 9.69% 9.69% 10.83% 1,150,000u 1,780,000u PPMPP 87 EVRY BOIS GUILLAUME -Rue du Bois Sauvage 410,000u 40,625u 9.50% 9.69% 9.69% 9.69% 330,000u 370,000u PPMPP 88 EVRY - VE à Evry 560,000u 54,000u 9.50% 9.69% 9.69% 9.69% 450,000u 640,000u PPMPP 92 TRAPPES Les Bruyeres Av Le Verrier 3,430,000u 319,810u 9.50% 9.69% 9.69% 9.69% 2,590,000u 4,060,000u PPMPP 94 LES ULIS Hightec 6-9avCanada 1,500,000u 187,125u 9.25% 9.09% -4.32% 9.09% 1,460,000u 3,890,000u PPMPP 96 MER ZI du Mardeau 11,860,000u 986,472u 9.50% 9.93% 9.93% 8.15% 8,180,000u 10,240,000u PPMPP 98 MITRY Le Vinci 1 rue Becquerel 3,650,000u 366,090u 9.75% 9.51% 9.10% 10.85% 2,660,000u 4,900,000u PPMPP 100 PALAISEAU Parc Gutenberg Bâtiment F 1,730,000u 194,580u 9.85% 9.18% 8.83% 10.75% 1,550,000u 2,060,000u PPMPP 101 PALAISEAU Parc Gutenberg Bâtiment A 480,000u 60,728u 10.35% 0.00% -2.53% 11.91% 480,000u 810,000u PPMPP 102 PALAISEAU Parc Gutenberg Bâtiment J 1,590,000u 175,200u 9.85% 6.42% 5.60% 10.57% 1,350,000u 2,150,000u PPMPP 103 ROSNY S SEINE ZA des Marceaux 7,980,000u 706,160u 9.00% 9.00% 9.00% 9.00% 6,100,000u 5,260,000u PPMPP 104 SACLAY ARIANE 4 rue R Razel 2,540,000u 279,480u 9.50% 8.70% 8.28% 11.53% 2,290,000u 2,630,000u PPMPP 105 ST PIERRE DU PERAY Rue Tellier 280,000u 26,600u 9.50% 9.69% 9.69% 9.69% 220,000u 320,000u PPMPP 106 VITRY S SEINE 36 rue C Heller 4,960,000u 452,130u 9.35% 9.35% 9.35% 9.35% 3,800,000u 6,760,000u PPMPP 107 VILLEPINTE Epillets Bât L 2,330,000u 258,450u 9.00% 6.63% 3.71% 11.02% 1,910,000u 3,160,000u PPMPP 108 VILLEPINTE Aralias Bât M 2,730,000u 288,060u 8.75% 7.84% 7.31% 8.99% 2,490,000u 3,060,000u PPMPP 109 TRAPPES IMMOPARC RN10 3,310,000u 357,990u 9.50% 8.74% 7.93% 10.76% 2,690,000u 3,710,000u Beaulieu 113 DROUE S DROUETTE Av Europe 4,220,000u 418,644u 10.25% 10.25% 10.25% 10.25% 3,120,000u 6,090,000u Beaulieu 115 GENAS 5,680,000u 605,636u 10.00% 6.76% 6.08% 10.80% 4,490,000u 7,430,000u Beaulieu 119 SARTROUVILLE Léon Jouhaux 3,360,000u 329,672u 9.75% 9.95% 9.95% 9.95% 2,500,000u 2,720,000u Beaulieu 129 STE GENEVIEVE DES BOIS 6,190,000u 656,208u 9.25% 4.23% 2.70% 10.13% 5,130,000u 7,620,000u Menelas 131 BONCHAMP Rue des Pierres 3,440,000u 460,000u 11.00% 0.00% -2.60% 14.33% 3,030,000u 8,020,000u Menelas 132 CHAPELLE D’ARMENTIERES Rue Laennec 10,720,000u 1,090,000u 9.00% 9.09% 9.09% 9.09% 8,860,000u 18,040,000u Menelas 134 LES ULIS Courtaboeuf Av Océanie 9,540,000u 1,060,065u 9.00% 9.09% 9.09% 9.09% 8,740,000u 13,510,000u Menelas 135 MARLY LA VILLE -ZI Moimont 3,640,000u 570,000u 11.00% 0.00% -3.42% 14.76% 3,640,000u 5,560,000u Menelas 136 RAILLENCOURT ZI de l’A2 8,210,000u 890,000u 9.75% 9.85% 9.85% 9.85% 6,340,000u 8,830,000u Hauteurs du Loing 137 MAUREPAS 10-12 Marie Curie 3,720,000u 457,490u 10.00% 6.09% 4.29% 11.66% 3,110,000u 4,980,000u Hauteurs du Loing 138 NEMOURS Rue H Nestlé 4,460,000u 436,320u 9.75% 9.90% 9.90% 9.90% 3,000,000u 5,670,000u Hauteurs du Loing 139 SAINT AUBIN Route de l’Orme 9,730,000u 839,700u 8.85% 8.85% 8.85% 8.85% 7,410,000u 10,370,000u Enoville 141 VILLENEUVE D’ASCQ Rue P Doumer 7,090,000u 516,511u 8.50% 10.06% 10.06% 7.07% 5,030,000u 6,080,000u IDB 143 ISLE D’ABEAU- 6 rue Bretagne 21,910,000u 2,086,558u 9.35% 9.53% 9.53% 9.53% 15,730,000u 33,850,000u IDB 144 Orly rue des 15 arpents 4,760,000u 522,232u 10.15% 10.36% 10.36% 10.36% 3,880,000u 4,300,000u PPP Castelnau le lez, 400 av Marcel Dassault 4,480,000u 300,564u 8.75% 8.75% 8.75% 8.75% 2,830,000u 3,070,000u Total 172,790,000w 17,242,061w Beaulieu Nemours, 1 rue Henri Nestlé* 6,910,000u 652,080u 9.15% 9.15% 9.15% 9.15% 8,170,000u 1 Sprinkler renovation works of around u 1 million not taken into account in valuation * These properties have been purchased since 30th June 2005 and have been included in this list ** We have been advised from proudreed that this property had been sold and is not included in the list
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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
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The ‘‘Due Diligence Criteria’
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(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 123 and 124: We confirm that we are able to comp
Page 129: For recently completed developments
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
Page 179 and 180: 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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