FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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Persons entitled to attend and speak at an Information Meeting will include: (i) the Management Company; (ii) the Custodian; (iii) the Noteholder Representative; (iv) any holder of one or more Notes of any Class; (v) such other person (including the Borrowers, as applicable) as the relevant Noteholder Representative shall deem fit to attend and, if applicable, speak at such an Information Meeting; and (vi) any duly authorised nominee of any of the above. Although a Meeting of Noteholders convened in accordance with Condition 11(m) (The Masse and the Noteholder Representative – Meetings of Noteholders) may be held on the same date as any Information Meeting, such Information Meeting shall for all purposes be a separate meeting and the provisions of Condition 11 (The Masse and the Noteholder Representative) shall apply in full force to the relevant Meeting of Noteholders, with the Meeting of Noteholders taking place following the conclusion of the relevant Information Meeting. 14. GOVERNING LAW The Issuer Regulations, the Notes and the relationship between (a) the parties to those documents, (b) the Noteholders and each relevant Noteholder Representative shall be governed by, and interpreted in accordance with, French law. PRINCIPAL PAYING AGENT HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom IRISH PAYING AGENT HSBC Institutional Trust Services (Ireland) Limited HSBC House Harcourt Street Dublin 2 Ireland 237
TAXATION French Taxation Pursuant to Article 125 A-III of the French Tax Code, a 16% withholding tax is levied on interest payments made by a French debtor to a non French tax resident. However, Article 125 A-III paragraph 2 of the French Tax Code provides for a withholding tax exemption with respect to interest payments deriving from notes (obligations) issued on or after 1 October 1984. In order to benefit from the exemption, the beneficiary of the interest must establish (i) that it is not a resident of France for tax purposes and (ii) that it is the beneficial owner (bénéficiaire effectif) of the interest payments. All payments in respect of the Notes will be made without withholding or deduction for or account of French tax provided that the aforementioned conditions are satisfied. A Noteholder will not be subject to French income taxes (other than withholding taxes) in respect of any payments under the Notes, provided that such holder is neither domiciled in the Republic of France nor deemed to be resident, established or carrying on an activity in the Republic of France for French tax purposes. European Union Directive on the Taxation of Savings Income On 3 June 2003, the Council of the European Union adopted a new directive regarding the taxation of savings income (2003/48/EC) (the ‘‘Directive’’). The Directive is applicable to interest payments made as from 1 July 2005. Under the Directive, each Member State will be required to provide to the tax authorities of another Member State, inter alia, details of payments of interest within the meaning of the Directive (interest, products, premiums or other debt income) made by a paying agent established in the first Member State to or for the benefit of an individual (or certain residual entities) resident in that other Member State (the ‘‘Disclosure of Information Method’’). In this way, the term ‘‘paying agent’’ is defined widely and includes in particular any economic operator who is responsible for making interest payments, within the meaning of the Directive, for the benefit of individuals (or certain residual entities). However, throughout a transitional period (the ‘‘Transitional Period’’), Austria, Belgium and Luxembourg, instead of using the Disclosure Information Method used by other Member States, would withhold an amount on interest payments. The rate of such withholding tax will equal 15% during the first three years, 20% during the subsequent three years and 35% until the end of the Transitional Period. The Transitional Period has commenced on 1 July 2005 and is to terminate if and when the European Union enters into agreements on exchange of information upon request, with several jurisdictions (including the United States, Switzerland, Liechtenstein, San Marino, Monaco and Andorra). The Directive was implemented into French law by the Amended Finance Law for 2003 dated 30/12/2003, by the administrative guidelines (Instruction 5 I-03-05 published 08/12/2005), by the Decree # 2005-330 dated 6 April 2005 (section 242 ter of the Code Général des Impôts (CGI), and by the Decree # 2005-132 dated 15 February 2005 (sections 49 I ter, 49 I quater, 49 I quinquies, 49 I sexies of annex III to the CGI). These provisions impose on paying agents based in France an obligation to report to the French tax authorities, certain information with respect to interest payments made to beneficial owners domiciled in another Member State (or certain territories), including, among other things, the identity and address of the beneficial owner and a detailed list of the different categories of interests (within the meaning of the Directive) paid to that beneficial owner. These reporting obligations have entered into force with respect to interest payments made on or after 1 July 2005. The paying agents have nevertheless been required to identify the beneficial owners of such payments as from 1 January 2004. The attention of Noteholders is drawn to Condition 8 (Taxation). 238
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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
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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
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 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: Notices by Delivery to Euroclear, E
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-
Page 263 and 264: Regulation S means Regulation S und
Page 265 and 266: HSBC Bank plc 8 Canada Square Londo
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