FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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investors. Persons into whose possession this Offering Circular (or any part hereof) comes are required to inform themselves about and to observe any such restrictions. In accordance with the provisions of Article L.214-44 of the French Monetary and Financial Code, the Units and the Notes issued by the Issuer may not be offered or sold by way of solicitation (démarchage) in France. All references in this document to ‘‘euro’’ or ‘‘x’’ are to the lawful currency of the Member States of the European Union that adopt the single currency in accordance with the Treaty establishing the European Community, as amended by the Treaty on European Union. The contents of this Offering Circular should not be construed as providing legal, business, accounting or tax advice. Each prospective investor should consult its own legal, business, accounting and tax advisers prior to making a decision to invest in the Notes. In connection with the issue and distribution of the Notes, each of Société Générale and <strong>HSBC</strong> Bank plc as a stabilising manager (the ‘‘Stabilising Managers’’) (or any person acting for a Stabilising Manager) may over allot (provided that the aggregate principal amount of Notes allotted does not exceed 105 per cent. of the aggregate principal amount of the Notes) or effect transactions with a view to supporting the market price of the Notes at a higher level than that which might otherwise prevail. However, there is no assurance that a Stabilising Manager (or persons acting on behalf of a Stabilising Manager) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Société Générale will act as co-ordinating Stabilising Manager in respect of the issue and distribution of the Notes. Capitalised terms used in this Offering Circular unless otherwise indicated, have the meanings set out in this Offering Circular. A schedule of defined terms used appears at the back of this Offering Circular. Where there is a conflict between the definition of a term in the Conditions and the definition of the same term elsewhere in this Offering Circular, the definitions in the Conditions shall prevail.
CONTENTS SECTION PAGE PRINCIPAL CHARACTERISTICS OF THE NOTES ................................. 5 PRINCIPAL CHARACTERISTICS OF THE COMMERCIAL MORTGAGE LOANS . . . 6 DIAGRAMMATIC OVERVIEW OF PARTIES AND TRANSACTION ................ 10 TRANSACTION OVERVIEW ..................................................... 11 TRANSACTION PARTIES ........................................................ 13 KEY CHARACTERISTICS OF THE PROPERTY PORTFOLIOS ..................... 17 PRINCIPAL FEATURES OF THE NOTES .......................................... 34 RISK FACTORS .................................................................. 37 SUMMARY OF PRINCIPAL DOCUMENTS ........................................ 59 RESOURCES AVAILABLE TO THE BORROWERS AND THE ISSUER ............. 84 USE OF PROCEEDS.............................................................. 95 VALUATION REPORTS .......................................................... 96 THE BORROWERS .............................................................. 144 THE PROPERTY MANAGER ..................................................... 209 THE HEDGING PROVIDERS ..................................................... 210 THE LIQUIDITY FACILITY PROVIDER .......................................... 211 TERMS AND CONDITIONS OF THE NOTES ...................................... 212 TAXATION ...................................................................... 238 SUBSCRIPTION AND SALE ...................................................... 239 GENERAL INFORMATION....................................................... 241 SCHEDULE OF DEFINED TERMS ................................................ 243
Page 1 and 2: FCC Proudreed Properties 2005 a Fre
Page 3: (having taken all reasonable care t
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 and 18: Hedging Agreements. For a descripti
Page 19 and 20: For further details as to the risks
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
Page 69 and 70:
(d) any Obligor or the Borrowers’
Page 71 and 72:
(or u100,000 for Proudreed France S
Page 73 and 74:
Account and the related Disposal Ex
Page 75 and 76:
The ‘‘Due Diligence Criteria’
Page 77 and 78:
(e) a deposit (by way of gage-espè
Page 79 and 80:
Pursuant to the terms of the Proper
Page 81 and 82:
negatively affect the credit qualit
Page 83 and 84:
provided however that no such termi
Page 85 and 86:
RESOURCES AVAILABLE TO THE BORROWER
Page 87 and 88:
Reserve. Furthermore, in the event
Page 89 and 90:
Obligor Post-Enforcement Priorities
Page 91 and 92:
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
Page 97 and 98:
VALUATION REPORTS 22 septembre 2005
Page 99 and 100:
We attach schedule of values, divid
Page 101 and 102:
15 June 2005 Proudreed France Sarl
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Finally, we would ask that neither
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
Finally, we would ask that neither
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Page 113 and 114:
Page 115 and 116:
This valuation is provided for the
Page 117 and 118:
We confirm that we are able to comp
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
We confirm that we are able to comp
Page 125 and 126:
Page 127 and 128:
Page 129 and 130:
For recently completed developments
Page 131 and 132:
Schedule of Values - Appendix 1 130
Page 133 and 134:
Appendix 2 - Schedule of Values 132
Page 135 and 136:
Appendix 4 Net Market Fund Ref Prop
Page 137 and 138:
We are in the opinion that the valu
Page 139 and 140:
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
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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
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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
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
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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
Page 191 and 192:
Principal Activities The principal
Page 193 and 194:
PROUDREED FRANCE Financial Statemen
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2 - BALANCE SHEET - LIABILITIES AND
Page 197 and 198:
3 - INCOME STATEMENT (CONTINUED) Co
Page 199 and 200:
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
Page 209 and 210:
AFFILIATED COMPANIES AND INVESTMENT
Page 211 and 212:
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
Page 227 and 228:
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
Page 233 and 234:
(f) (i) (ii) agreed that until all
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Management Company and the relevant
Page 237 and 238:
Notices by Delivery to Euroclear, E
Page 239 and 240:
TAXATION French Taxation Pursuant t
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which it sells Notes during the dis
Page 243 and 244:
(c) the excerpts of the financial r
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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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FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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