FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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;
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