FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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KEY CHARACTERISTICS OF THE PROPERTY PORTFOLIOS Overview Proudreed France Borrowers The Property Portfolio of the Proudreed France Borrowers comprises 35 properties located in France. The Property Portfolio of the Proudreed France Borrowers has a net internal area of approximately 293,945 sq. meters, of which 31,697 sq. meters are currently vacant. The properties making up the Property Portfolio of the Proudreed France Borrowers have been valued at u149,330,000 by Savills as at 31 May 2005 (34 properties) and Atis Real as at 30 June 2005 (one property). The Market Value, together with a description of the methodologies used to derive the values, is set out in the Valuation Reports contained in the section entitled ‘‘Valuation Report’’ below. For further details as to the risks associated with valuations, please see the section entitled ‘‘Risk Factors – reliance on valuation’’ below. There are approximately 122 individual Occupational Leases within the Property Portfolio of the Proudreed France Borrowers, and the total rent per annum, as at 31 August 2005 was u13,703,301. The top five tenants in terms of rental income as at 31 August 2005 accounted for approximately 30.7% of the total rental income of the Property Portfolio of the Proudreed France Borrowers. Paris Properties Borrowers The Property Portfolio of the Paris Properties Borrowers comprises 99 properties located in France. The Property Portfolio of the Paris Properties Borrowers has a net internal area of approximately 833,519 sq. meters, of which 65,400 sq. meters are currently vacant. The properties making up the Property Portfolio of the Paris Properties Borrowers have been valued at u418,395,000 by Savills as at 31 May 2005 (98 properties) and August 2005 (one property). The Market Value, together with a description of the methodologies used to derive the values, is set out in the Valuation Reports contained in the section entitled ‘‘Valuation Report’’ below. For further details as to the risks associated with valuations, please see the section entitled ‘‘Risk Factors – reliance on valuation’’ below. There are approximately 300 individual Occupational Leases within the Property Portfolio of the Paris Properties Borrowers, and the total rent per annum, as at 31 August 2005 was u40,000,701. The top five tenants in terms of rental income as at 31 August 2005 accounted for approximately 37.3% of the total rental income of the Property Portfolio of the Paris Properties Borrowers. Main features of Occupational Leases According to the report produced by Orrick, Herrington & Sutcliffe (the ‘‘Orrick Report’’) which was based on a sample of 77 Leases representing approximately 66 per cent of total gross income on the properties comprised within the combined Property Portfolio of the Proudreed France Borrowers and the Paris Properties Borrowers, 97% of the Occupational Leases are commercial leases subject to the provisions of Article L 145-1 and seq. of the French commercial Code. Most Occupational Leases provide for rents (plus VAT) to be paid by the tenants quarterly in advance and subject to yearly indexation pursuant to the variation of the INSEE Construction Cost Index (Indice INSEE du coût de la construction). Some Occupational Leases provide for the tenant to be responsible for minor repair, for works due to wear and tear, and to contribute to major repair, insurance property tax and management of the relevant property through service charges. When any such Occupational Lease expires it could be extended for an undetermined period unless the landlord issues a notice to vacate the premises either (i) with an offer to renew the Occupational Lease, which, once accepted by the tenant, could result in the Occupational Lease being renewed or (ii) without an offer to renew in which case, the landlord may have to pay the tenant an eviction indemnity (indemnité d’éviction). See the section entitled ‘‘Risk Factors – Release from performance and statutory rights of Occupational Tenants’’. Property Portfolio Valuation The Market Value, together with a description of the methodologies used to derive the values, is set out in the Valuation Report contained in the section entitled ‘‘Valuation Report’’ below. 17
For further details as to the risks associated with valuations, please see the section entitled ‘‘Risk Factors – reliance on valuation’’ below. Certificates of Title A Certificate of Title in respect of each property in the Property Portfolio will be given on the Closing Date by Etude Notariale S. Durand des Aulnois, C. Pisani, A. Thabeault and E. Dubost Notaires Associés (the ‘‘Notary’’). The Certificates of Title will address the quality of title of each property in the above Property Portfolios as well as matters relating to planning and building permits, and will be issued on the basis of the Notary’s review of the title documents supplied by the relevant Borrower and searches and enquiries. French notaries are ‘‘officiers ministeriels’’ (officers of the Secretary of Justice). They are independent legal experts appointed by the French Secretary of Justice. It is the duty of notaries to investigate title and to advise the parties if a problem of title arises. Notaries are personally liable for their professional activities. They are liable for any damage caused to their client through negligence committed in their professional capacity. In particular, a notary would be held liable for any undisclosed or unidentified problem relating to title to property transferred under that notary’s responsibility. In addition, notaries are jointly liable for the damages caused to notaries’ clients taken as a whole. Notaries are required to have insurance policies covering professional liability with any excess covered by French notaries taken as a whole, who are jointly liable. The Certificates of Title do not include a review of any Occupational Leases. A separate report on a sample of 77 Occupational Leases has been prepared by Orrick, Herrington & Sutcliffe. Statistical Analysis Unless stated otherwise, (a) all references in the tables below to Market Value, Estimated Rental Value, Vacant Possession Value, Net Initial Yield, Reversionary Yield and Net Equivalent Yield of a Property Portfolio are to those existing as at 31 May 2005 and June 2005 and August 2005 contained in the Valuation Reports, and (b) all references in the tables below to Passing Rent, Square Meters, Occupancy, Year Built, Year Refurbished, Total Net Internal Floor Area, Number of Units, Number of Tenants, Property Tenure, Ground Rent, Total Vacant Area and Lettable Area of a Property Portfolio are to those existing as at 31 August 2005. Proudreed France 1. Summary description of the Property Portfolio Property Name Property address Type Region Passing Rent (w) ERV (w) Market Value (w) Sq. meters Occupancy Valbonne Pôle de la Peire - 1047 route des Dolines Ormes Lieudit Les Sablons 45, rue de Paradis Office Warehouse/ Distribution Sucy en B. ZI du Marais Warehouse/ Distribution Vitrolles ZAC de l’Anjoly Warehouse/ Distribution Checy Centre commercial de Chécy Belles Rives Shopping Center Epône ZI Epône 1 Warehouse/ Distribution Saint Denis Aubagne 103/105 rue Charles Michel ZAC du Parc Napoléon Warehouse/ Distribution Warehouse/ Distribution Choisy le R. 114, avenue d’Alfortville Office Vitry 64, rue Charles Heller Warehouse/ Distribution Provence- Alpes-Côte d’Azur 1,061,082 803,550 12,870,000 4,870 100% Centre 865,341 914,900 8,890,000 27,684 100% East Ile-de-France Provence- Alpes-Côte d’Azur 791,859 722,041 6,660,000 15,134 100% 739,800 1,000,896 7,440,000 31,278 100% Centre 635,094 626,000 6,510,000 3,211 100% West Ile-de-France East Ile-de-France Provence- Alpes-Côte d’Azur East Ile-de-France East Ile-de-France 608,852 525,320 6,420,000 11,420 100% 570,822 763,823 7,410,000 11,843 87% 549,943 545,854 5,760,000 13,414 100% 531,616 610,196 5,420,000 7,394 86% 509,948 469,768 4,840,000 9,034 100% 18
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 and 12: DIAGRAMMATIC OVERVIEW OF PARTIES AN
Page 13 and 14: is one Business Day following such
Page 15 and 16: SARL Enoville is a French limited l
Page 17: Hedging Agreements. For a descripti
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
Page 63 and 64: Facility Fees Pursuant to the terms
Page 65 and 66: • details of the Property Manager
Page 67 and 68: 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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