FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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THE LIQUIDITY FACILITY PROVIDER CCF CCF was founded in 1894. By joining the HSBC Group in July 2000, CCF has taken on a new global dimension, while pursuing its strategic goal to become a leading French bank in its target customer segments. Integration with HSBC Group has substantially strengthened CCF’s international capability. Headquartered in London, HSBC is one of the largest banking and financial services organisations in the world. HSBC’s international network comprises over 9,800 offices in 77 countries and territories in Europe, the Asia-Pacific region, the Americas, the Middle East and Africa. The CCF group has a total of 14,000 employees, including 7,200 in the parent company. The CCF group has a network of 780 branches throughout France, including 224 operating under the CCF brand name and 556 operating under the brand names of the Group’s ten regional banks. In November 2005, CCF will adopt the HSBC brand in France as it plans to improve customer service and accelerate growth. The short-term unsecured obligations of CCF are currently rated A-1+, P-1 and F1+ by S&P, Moody’s and Fitch, respectively and the long-term obligations of CCF are currently rated AA−, Aa3 and AA by S&P, Moody’s and Fitch, respectively. The information contained in this Offering Circular with respect to CCF relates to and has been obtained from it. The delivery of this Offering Circular shall not create any implication that there has been no change in the affairs of CCF since the date of this Offering Circular, or that the information contained or referred to in it is correct as of any time subsequent to its date. 211
TERMS AND CONDITIONS OF THE NOTES The following are the terms and conditions of the Notes in the form (subject to completion and amendment) in which they will be set out in the Issuer Regulations. These terms and conditions include summaries of, and are subject to, the detailed provisions of, the Issuer Regulations, the Paying Agency Agreement and the other Transaction Documents (each as defined below). The u255,400,000Class A Floating Rate Notes due 2017 (the ‘‘Class A Notes’’), the u56,800,000 Class B Floating Rate Notes due 2017 (the ‘‘Class B Notes’’), the u28,400,000 Class C Floating Rate Notes due 2017 (the ‘‘Class C Notes’’), the u28,400,000 Class D Floating Rate Notes due 2017 (the ‘‘Class D Notes)’’ and the u28,400,000 Class E Floating Rate Notes due 2017 (the ‘‘Class E Notes’’ and, together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the ‘‘Notes’’)ofFCC Proudreed Properties 2005 (the ‘‘Issuer’’) shall be issued pursuant to the regulations to be dated on or about 21 October 2005 or such later date as may be agreed between the Management Company and the Custodian (the ‘‘Issuer Regulations’’) and are subject to these terms and conditions (the ‘‘Conditions’’). Under a paying agency agreement dated 21 October 2005 (the ‘‘Paying Agency Agreement’’) between the Management Company (representing the Issuer), the Custodian, HSBC Bank plc as principal paying agent (the ‘‘Principal Paying Agent’’), HSBC Institutional Trust Services (Ireland) Limited as Irish paying agent (the ‘‘Irish Paying Agent’’ and together with the Principal Paying Agent, the Irish Paying Agent and any other paying agents appointed from time to time in respect of the Notes under the Paying Agency Agreement, the ‘‘Paying Agents’’) among other things, the Management Company (representing the Issuer) will appoint the Paying Agents to make payments of principal, interest and other amounts (if any) in respect of the Notes on its behalf, except that no Paying Agent shall be appointed in the United States. These Conditions include summaries of, and are subject to, the detailed provisions of, the Issuer Regulations, the Paying Agency Agreement and the other Transaction Documents. The Noteholders and all persons claiming through them or under the Notes are entitled to the benefit of, and are bound by, the Issuer Regulations, copies of which are available for inspection at the specified office of the Principal Paying Agent and the Irish Paying Agent. 1. DEFINITIONS AND PRINCIPLES OF CONSTRUCTION Definitions (a) In these Conditions: ‘‘Adjusted Principal Amount Outstanding’’ means, on any date in relation to a Note, the Principal Amount Outstanding of that Note after deducting the Principal Losses allocated to that Note in accordance with Condition 5(f) on or prior to that date; ‘‘Borrower’’ means any of the Paris Properties Borrowers and the Proudreed France Borrowers; ‘‘Borrowers Account Bank’’ means (i) in relation to the Proudreed France Borrowers, CCF and (ii) in relation to the Paris Properties Borrowers, Société Générale; ‘‘Borrower Group’’ means (i) in relation to a Paris Properties Borrower, that Borrower, the other Paris Properties Borrowers and their Parent Obligors or (ii) in relation to a Proudreed France Borrower, that Borrower, the other Proudreed France Borrowers and their Parent Obligors; ‘‘Business Day’’ means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for general business in Paris and Dublin and which is a TARGET Day; ‘‘Cash Manager’’ means, as at the Closing Date, CCF acting through its office at 103 avenue des Champs Elysées, 75008 Paris, France; ‘‘Class’’ means the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes or any combination of them; ‘‘Class A Noteholders’’ means the holders of the Class A Notes; ‘‘Class A Notes’’ means the u255,400,000 Class A Floating Rate Notes due 2017 issued on the Closing Date; ‘‘Class B Noteholders’’ means the holders of the Class B Notes; 212
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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
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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
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 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: THE HEDGING PROVIDERS HSBC Bank plc
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
Page 243 and 244: (c) the excerpts of the financial r
Page 245 and 246: Borrowers Account Bank means (i) in
Page 247 and 248: (b) (B) not confer a direct or indi
Page 249 and 250: FCC Servicer means each entity appo
Page 251 and 252: La Défense, France respectively (o
Page 253 and 254: Interest Period means each period f
Page 255 and 256: (i) (j) any dividend payment by tha
Page 257 and 258: Mortgage means (i) the mortgages (h
Page 259 and 260: (iv) any amounts payable by the Iss
Page 261 and 262: 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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