FCC Proudreed Properties 2005 HSBC SG CORPORATE ...

Loan Capital:
Commercial Mortgage Loan Agreement (to be advanced on or about the Closing Date)
u42,533,473
Save for the foregoing, at the date of this document, Beaulieu Properties has no borrowings or
indebtedness in the nature of borrowings (including loan capital issued, or created but unissued), term
loans, liabilities under acceptances or acceptance credits, mortgages, charges or guarantees or other
contingent liabilities. All loan capital is secured over the assets of Beaulieu Properties.
Enoville S.a.r.l.
Introduction
Enoville S.a.r.l. (‘‘Enoville’’) was incorporated in Paris on 28 January 2000 (registered number
429 308 323) as a limited liability company under the laws of France. The registered office of Enoville is
at 36 avenue Hoche, 75008 Paris. The authorised share capital of Enoville is u19,862.22, divided into 3,000
ordinary shares of u6,620.74 each, 2,999 of which are fully paid up and are held by SARL Paris Properties
and 1 of which is fully paid up and is held by Ringmerit Limited.
Principal Activities
The principal objects of Enoville are set out in Article 2 of its Articles of Incorporation, which provides
that the objects of the company include, inter alia:
– the purchase, either for consideration or by means of contribution of all or part of commercial or
industrial properties, developed or undeveloped, and any other properties of an equivalent nature, as
well as the financing and refinancing by all means of such transactions;
– the construction, fitting-out, administration, management and renting as well as the execution of any
agreement relating thereto;
– the purchase, subscription, possession and transfer of shares in any existing or future company whose
activity is dedicated to the purchase, ownership, use, administration and management, by means of
renting the properties or otherwise, of properties to be built on plots of land which have been
purchased beforehand, or of any other property the company may own. The purchase or subscription
of shares of any company whose main object is to facilitate directly or indirectly the possession of
commercial or industrial properties, whether already built or to be built, with a view to renting such
properties;
– any transactions (whether property related or not) which directly or indirectly further the aims of one
of the above mentioned objects, or are useful or necessary for the management of the assets of the
company or which may facilitate the above objects, and namely:
• borrowing or more generally raising funds, by itself or with other companies (whether the
company is liable on a several basis or on a joint and several basis with the other companies
pursuant to such transactions);
• granting any security interest (‘‘sûreté réelle’’) or guarantee (‘‘sûreté personnelle’’) or entering into
any agreement whose effect or object is to guarantee the performance of the obligations (such as
the mortgages, liens, pledges, assignment of receivables) and in particular granting such security
interest or guarantee (or entering into such acts) in order to guarantee the performance by a third
party of its obligations;
– and generally all transactions (whether financial, commercial, industrial, non-commercial, real estate
or other) directly or indirectly attached to the above-mentioned object or any similar or related
objects and pursuing, in any case, the achievement of such transactions.
Enoville has not engaged, since its incorporation, in any activities other than those described in its
corporate purpose and those incidental thereto and registration as a private limited company under the
laws of France, the authorisation of the documents and matters referred to or contemplated in this
document to which it is or will be a party (including but not limited to the Commercial Mortgage Loan
Agreement and the granting of security for repayment of the Commercial Mortgage Loan Agreement)
and matters which are incidental or ancillary to the foregoing. Other than as described in the foregoing
sentence, Enoville has not, since its incorporation, engaged in any activities.
148