FIMEP SA $350,000,000 10.5% Senior Notes due 2013 €277,500,000 11% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENTFimep Sa • May 12th, 2003 • New YorkFIMEP SA, a company organized in France (the "Company"), proposes to issue and sell to Credit Suisse First Boston (Europe) Limited, Lehman Brothers International (Europe) and The Royal Bank of Scotland plc (collectively, the "Initial Purchasers"), upon the terms set forth in a purchase agreement of even date herewith (the "Purchase Agreement"), $350,000,000 aggregate principal amount of 10.5% Senior Notes due 2013 and €277,500,000 aggregate principal amount of 11% Senior Notes due 2013 (the "Initial Notes"). The Initial Notes will be issued pursuant to an Indenture, dated as of February 12, 2003 (the "Indenture"), between the Company and The Bank of New York, as trustee (the "Trustee"). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Company agrees with the Initial Purchasers, for the benefit of the Initial Purchasers and the holders of the Notes (as defined below) (collectively the "Holders"), as follows:
SUBORDINATED FUNDING LOAN AGREEMENTAgreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip)
LOAN AGREEMENT made on 10 December 2002 BETWEENFimep Sa • July 28th, 2003 • Electronic & other electrical equipment (no computer equip)
GP FINANCIERE NEWSUB 1 SCS (LUX), a Société à commandite simple organised under the laws of The Grand Duchy of Luxembourg, with its registered office at 398, route d'Esch, L-1025 Luxembourg, represented by its general partner (associé-gérant commandité) GP Financière New Sub 1 Ltd, represented by Mr Domnin de Kerdaniel (the Borrower);
Project Lumina Senior Funding Bond Subscription Agreement Amendment and Restatement Agreement FIMAF S.A.S as Issuer and Lumina Financing 1, SARL as Subscriber relating to a subscription agreement dated 26 July 2002 December 2002Fimep Sa • July 28th, 2003 • Electronic & other electrical equipment (no computer equip)
By a senior funding bonds subscription agreement dated 26 July 2002 (the "Subscription Agreement") the Subscriber agreed to subscribe for senior funding bonds subject to and upon the terms and conditions thereof.
PAYING AGENCY AGREEMENTPaying Agency Agreement • May 12th, 2003 • Fimep Sa • New York
FIMEP SA a société anonyme organized and existing under the laws of France and whose registered office is at 89, rue Taitbout, 75009 Paris, France, as issuer (the "Issuer");
INTERCREDITOR DEED DATED 17 DECEMBER 2004 BNP PARIBAS (as Facility Agent and Security Agent) BNP PARIBAS and THE ROYAL BANK OF SCOTLAND PLC (as Senior Lenders) LEGRAND HOLDING SA LEGRAND SAS LEGRAND NEDERLAND BV LEGRAND HOLDING, INC. THE BANK OF NEW...Legrand Holding Sa • April 29th, 2005 • Electronic & other electrical equipment (no computer equip)
WHEREAS, the parties wish to set out their agreement in relation to certain rights and obligations arising in connection with the Debt, as set out herein.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip)
SCHNEIDER ELECTRIC S.A., a company organised and existing in accordance with the laws of France having a corporate capital of €1,922,080,232 and its registered office at 43/45, boulevard Franklin Roosevelt, F-92500 Rueil-Malmaison, France, registered with the Registry of Commerce and Companies of Nanterre under no 542 048 574, duly represented by Juan Pedro Salazar
CONFORMED COPY EUR 1,400,000,000 FACILITY AGREEMENT Dated 17 DECEMBER 2004 AND AMENDED AND RESTATED ON 1 MARCH 2005 for LEGRAND S.A.S. and certain of its Subsidiaries arranged by BNP PARIBAS and THE ROYAL BANK OF SCOTLAND PLC with BNP PARIBAS acting...Legrand Holding Sa • April 29th, 2005 • Electronic & other electrical equipment (no computer equip)
THIS AGREEMENT is dated 17 December 2004 and is amended and restated on the Effective Date under (and as defined in) a supplemental agreement entered into between the parties hereto on 1 March 2005.
Project Lumina Amendment and Restatement AgreementCredit Agreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip) • England
Credit Suisse First Boston (Europe) Limited Lehman Brothers International (Europe) The Royal Bank of Scotland Plc as Mandated Lead Arrangers
Corporate Services Agreement between Lumina Financing I and Lumina ParticipationCorporate Services Agreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip) • Luxembourg
FIMEP SA and PURCHASE AGREEMENTFimep Sa • May 12th, 2003 • New YorkFIMEP SA, a société anonyme organized and existing in France (the "Issuer"), proposes to issue and sell $350,000,000 aggregate principal amount of its 10.5% Senior Notes due 2013 (the "Dollar Notes") and €277,500,000 aggregate principal amount of its 11.0% Senior Notes due 2013 (the "Euro Notes") (together, the "Initial Notes") to the Initial Purchasers. The Notes (as defined below) are to be issued pursuant to the provisions of an indenture to be dated as of 12 February 2003 (the "Indenture") by and between the Issuer and The Bank of New York, as trustee (the "Trustee"). The Notes will initially be represented by four or more global securities in registered form without interest coupons attached (the "Global Notes"). The Global Notes will be issued by the Issuer and deposited with, and registered in the name of, a common depositary for the Euroclear System ("Euroclear") and Clearstream Banking société anonyme ("Clearstream"), or their nominees, or deposited with, and registered in the
Dated 11 February 2003 FIMEP S.A. and GP FINANCIERE NEW SUB 1 S.C.S. Subordinated Shareholder PIK Bonds SUBSCRIPTION AGREEMENT Relating to Subordinated Shareholder PIK Bonds in an aggregate principal amount of €1,164,519,839Subscription Agreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip) • England and Wales
DEED OF ASSIGNMENT AND CHARGE DATED 12 February 2003 BETWEEN FIMEP SA as Chargor and THE BANK OF NEW YORK as Trustee and AgentFimep Sa • July 28th, 2003 • Electronic & other electrical equipment (no computer equip) • New York
BANK OF NEW YORK a New York banking corporation having an office at One Canada Square, London, E14 5AL, in its capacity as trustee and as agent under the Indenture (the "Trustee").
