FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Loan Capital: Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date) u73,324,000 Save for the foregoing, at the date of this document, Proudreed France has no borrowings or indebtedness in the nature of borrowings (including loan capital issued, or created but unissued), term loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other contingent liabilities. Auditors’ Report The following is the text of a report dated 14 June 2005 received by the manager of Proudreed France from Mazars & Guerard, the registered auditors to Proudreed France. The financial information contained therein comprises Proudreed France’s statutory accounts. Statutory accounts were delivered each year to the companies’ registrar (‘‘greffe du tribunal de commerce’’) since incorporation. Proudreed France’s accounting year end is 31 December with the first statutory accounts being drawn up to 31 December 2000. 191
PROUDREED FRANCE Financial Statements Year ended 31 December 2004 Statutory Auditor’s Report (Translated from French into English) In compliance with the assignment entrusted to us by your shareholders’ annual general meeting, we hereby report to you, for the year ended 31 December 2004, on: • the audit of the accompanying financial statements of PROUDREED FRANCE drawn up in euros, • the justification of our assessments, • the specific verifications and information required by law. These financial statements have been approved by the statutory Manager. Our role is to express an opinion on these financial statements based on our audit. 1 Opinion on the financial statements We conducted our audit in accordance with the professional standards applicable in France. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of any material misstatement. An audit includes examining, on test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the management as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements give a true and fair view of the company’s financial position and its assets and liabilities as of 31 December 2004, and of the results of its operations for the year then ended in accordance with accounting principles generally accepted in France. 2 Justification of assessments In accordance with the requirements of article L. 225-235 of Commercial Code relating to the justification of our assessments, we bring to your attention the following matters: The notes to the accounts explain the accounting principles and the methods of valuation concerning fixed assets. Relating to our assessment of the accounting principles used, we examined these methods and their correct application. The assessments on these matters were thus made in the context of the performance of our audit of the financial statements, taken as a whole, and therefore contributed to the development of our audit opinion expressed in the first part of this report. 3 Specific verifications and information We also performed the specific verifications required by law in accordance with the professional standards applied in France. We have no comment as to the fair presentation and the conformity with the financial statements of the information given in the management report of the statutory Manager, and in the documents addressed to the shareholders with respect to the financial position and the financial statements. La Défense, June 14 th , 2005 Statutory Auditor MAZARS & GUERARD Philippe Bouillet 192
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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
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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
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 and 186: SECURITY INTEREST GUARANTEED DEBTS
Page 187 and 188: The Paris Properties Parent Obligor
Page 189 and 190: which it is or will be a party (inc
Page 191: Principal Activities The principal
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
Page 237 and 238: Notices by Delivery to Euroclear, E
Page 239 and 240: TAXATION French Taxation Pursuant t
Page 241 and 242: 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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