FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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AFFILIATED COMPANIES AND INVESTMENTS IN EUROS Corporate name: P.P.M.P.P. Amount concerning the companies In which the company Item Affiliated companies has interest Advances and deposits collected on fixed assets Investments Receivables related to investments Loans Advances and deposits paid on orders Accounts receivable and related accounts Other receivables Unpaid subscribed and called-up capital Convertible bond loans Other bond loans Debts/loans granted by credit institutions Other financial loans and debts 7,848,681 Advances and deposits collected on orders in-progress Accounts payable and related payables Debts on fixed assets and related accounts Other liabilities Income from investments Other financial income Financial expenses 356,804 185
The Paris Properties Parent Obligors Introduction Paris Properties, a parent obligor of the Paris Properties Borrowers, was incorporated in Paris on 29 November 2000 (registered number 433 704 038) as a limited liability company with a sole shareholder under the laws of France. The registered office of Paris Properties is at 36, avenue Hoche, 75008 Paris. The authorised share capital of Paris Properties is u19,260,000 divided into 19,260,000 shares of u1 each, all of which are held by Mr Jean-Pierre Raynal. Principal Activities Paris Properties has as its object the following activities: – purchase, either for consideration or by means of contribution of all or part of commercial or industrial properties, developed or undeveloped, and any other properties of an equivalent nature, as well as the financing and refinancing by all means of such transactions; – the construction, fitting-out, administration, management and renting as well as the execution of any agreement relating thereto; – the purchase, subscription, possession and transfer of shares in any existing or future company whose activity is dedicated to the purchase, ownership, use, administration and management, by means of renting the properties or otherwise, of properties to be built on plots of land which have been purchased beforehand, or of any other property the company may own. The purchase or subscription of shares of any company whose main object is to facilitate directly or indirectly the possession of commercial or industrial properties, whether already built or to be built, with a view to renting such properties; – any transactions (whether property related or not) which directly or indirectly further the aims of one of the above mentioned objects, or are useful or necessary for the management of the assets of the company or which may facilitate the above objects, and namely: • borrowing or more generally raising funds, by itself or with other companies (whether the company is liable on a several basis or on a joint and several basis with the other companies pursuant to such transactions); • granting any security interest (‘‘sûreté réelle’’) or guarantee (‘‘sûreté personnelle’’) or entering into any agreement whose effect or object is to guarantee the performance of the obligations (such as the mortgages, liens, pledges, assignment of receivables) and in particular granting such security interest or guarantee (or entering into such acts) in order to guarantee the performance by a third party of its obligations; – and generally all transactions (whether financial, commercial, industrial, non-commercial, real estate or other) directly or indirectly attached to the above-mentioned object or any similar or related objects and pursuing, in any case, the achievement of such transactions. French Investment Portfolio Asset Management (hereafter ‘‘FIPAM’’), was incorporated on 27 June 2001 (registered number B 438 302 044) as a limited company under the laws of France and acts as a property manager of the properties owned, inter alia, by the Paris Properties Borrowers. The registered office of FIPAM is at 36, avenue Hoche, 75008 Paris. Its authorised share capital is u10,000 divided into 10,000 shares of u1 each, held as follows: – 3,750 shares held by RINGMERIT LIMITED; – 3,750 shares held by PROUDREED LIMITED; and – 2,500 shares held by Mr Jean-Pierre Raynal. 186
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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
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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
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
Page 181 and 182: RESERVES IN THE BALANCE SHEET Corpo
Page 183 and 184: TABLE OF ACCRUED ASSETS AND ACCRUED
Page 185: SECURITY INTEREST GUARANTEED DEBTS
Page 189 and 190: which it is or will be a party (inc
Page 191 and 192: Principal Activities The principal
Page 193 and 194: PROUDREED FRANCE Financial Statemen
Page 195 and 196: 2 - BALANCE SHEET - LIABILITIES AND
Page 197 and 198: 3 - INCOME STATEMENT (CONTINUED) Co
Page 199 and 200: The principal schedules of deprecia
Page 201 and 202: DEPRECIATION Corporate name: PROUDR
Page 203 and 204: TABLE OF RECEIVABLES AND LIABILITIE
Page 205 and 206: Corporate Name: PROUDREED France DE
Page 207 and 208: Corporate name: PROUDREED France FI
Page 209 and 210: AFFILIATED COMPANIES AND INVESTMENT
Page 211 and 212: THE HEDGING PROVIDERS HSBC Bank plc
Page 213 and 214: TERMS AND CONDITIONS OF THE NOTES T
Page 215 and 216: above, on the basis of the offered
Page 217 and 218: (k) the Master Definitions and Fram
Page 219 and 220: and Paris Properties SARL and, in r
Page 221 and 222: (vi) ‘‘repay’’, ‘‘redee
Page 223 and 224: (ii) if there are no Class A Notes
Page 225 and 226: Priority of Payments Following Enfo
Page 227 and 228: Determination of Rates of Interest
Page 229 and 230: (although the Issuer will not have
Page 231 and 232: Currency of Payment (b) Payments in
Page 233 and 234: (f) (i) (ii) agreed that until all
Page 235 and 236: 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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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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