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:
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");
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
