FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

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15 June 2005 Proudreed France Sarl & Paris Properties Sarl c/o Proudreed 36 avenue Hoche 75008 Paris HSBC Bank plc (in its capacity as Joint Lead Manager and Hedging Provider) Level 3 8 Canada Square London E14 5HQ Société Générale (in its capacity as Joint Lead Manager, FCC Servicer and Hedging Provider) Tour S.G 17 Cours Valmy 97972 Paris La Défense Eurotitrisation (in its capacity as Management Company) 20 Rue Chauchat 75009 Paris CCF (in its capacity as Custodian, Liquidity Facility Provider and FCC Servicer) 103, Avenue des Champs-Elysées 75008 Paris Dear Sirs, 55 boulevard Haussmann 75008 Paris T: +33 (1) 44 51 73 00 F: +33 (1) 44 51 73 01 savills.com PPMPP PORTFOLIO In accordance with the letter of instruction dated 15 May 2005 received from Proudreed France Sarl and Paris Properties Sarl, a copy of which is attached to this certificate, we have prepared updated valuations of the 34 properties in the above portfolio in order to provide you with our opinion of their market value as at 31 May 2005. In accordance with your instructions, the properties have not been revisited and have therefore been re-valued on a desk-top basis. We assume that no material changes have occurred to either the properties or their surroundings since our last inspections, other than those indicated to us by you. We reserve the right to amend our valuation should this assumption prove to be incorrect. The valuations have been prepared for your internal purposes but may be required for secured lending. This report and valuations can be disclosed in the Offering Circular. Offices in Europe, Asia, Australasia, Africa. Strategic alliance with Trammell Crow Company in the USA and Canada. Société Anonyme au Capital de 450.000 u Cartes Professionnelles Transactions Immobilières et Fonds de Commerce No T 0365 Préfecture de Police de Paris Gestion Immobilière No G 0566 Caisse de Garantie de la FNAIM 89 rue La Boétie 75008 Paris No Adhére nt 00102 R.C. 662045517 B Paris N° SIRET 662045517 00031 APE 703 A N° TVA FR65662045517 97
We attach schedule of values, divided into three Appendices as requested, upon which the properties in this portfolio are identified. A summary report, tenancy schedule and valuation sheets for each property are also attached. We confirm that we are able to comply with the applicable listing rule of the relevant stock exchange and listing authority, whether it is in London, Luxembourg or Dublin. We also confirm that the valuations have been carried out by a competent Independent Valuer and that Savills has no conflict of interest in advising the addressees of the report. We also confirm that Savills has sufficient professional indemnity insurance on a per claim basis in respect of the services herewith provided. The report and valuation have been prepared in accordance with the latest edition of the RICS ‘‘Red Book’’, the Appraisal and Valuation Standards (5th Edition). We refer you to the documents entitled ‘‘Valuation Procedure and Assumptions’’ and ‘‘Specific Valuation Assumptions’’ attached to this certificate for details of the basis of our valuation, the work we have undertaken and the general assumptions upon which it has been prepared. You have requested that valuations be prepared upon the following basis: Market Value Market value means ‘‘the estimated amount for which a property should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgably, prudently and without compulsion’’. Market Value with Vacant Possession As for market value, but assuming that the property is vacant at the valuation date. Reinstatement Cost This is an estimate of the cost of current reinstatement cost of the property in its current form, including costs of clearance, demolition and professional fees, but excluding VAT. We would underline that this indication of reinstatement cost for insurance purposes is given as a guideline only, since a formal estimate can only be given by a qualified Quantity Surveyor or equivalent person with sufficient current experience of construction costs. As the property has not been inspected by a Quantity Surveyor, the estimates of replacement cost are provided without liability Valuation A schedule of individual net market values as at 31 May 2005 is attached. The sum of the individual property values should not be considered as our opinion of the value of the portfolio if sold as a whole. No allowance has been made in our valuation for the costs of realisation, any liability for tax which might arise in the event of disposal or deemed disposal or for the existence of any mortgage or similar financial encumbrance over the property. 98
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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
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
Page 93 and 94: (e) fifth, in or towards satisfacti
Page 95 and 96: On delivery of a Note Enforcement N
Page 97: VALUATION REPORTS 22 septembre 2005
Page 101 and 102: 15 June 2005 Proudreed France Sarl
Page 103 and 104: Finally, we would ask that neither
Page 105 and 106: We attach schedule of values, divid
Page 109 and 110: Finally, we would ask that neither
Page 111 and 112: We attach schedule of values, divid
Page 115 and 116: This valuation is provided for the
Page 117 and 118: We confirm that we are able to comp
Page 123 and 124: We confirm that we are able to comp
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
Page 147 and 148: • 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
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The Paris Properties Parent Obligor
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which it is or will be a party (inc
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Principal Activities The principal
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PROUDREED FRANCE Financial Statemen
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2 - BALANCE SHEET - LIABILITIES AND
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3 - INCOME STATEMENT (CONTINUED) Co
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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
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AFFILIATED COMPANIES AND INVESTMENT
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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
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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
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(f) (i) (ii) agreed that until all
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Management Company and the relevant
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Notices by Delivery to Euroclear, E
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TAXATION French Taxation Pursuant t
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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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