Fimep Sa Sample Contracts

Fimep Sa – LOAN AGREEMENT made on 10 December 2002 BETWEEN (July 28th, 2003)

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);

Fimep Sa – Project Lumina Intercreditor Amendment and Restatement Deed The Royal Bank of Scotland Plc as Facility Agent and Credit Suisse First Boston London Branch as Mezzanine Facility Agent and The Royal Bank of Scotland Plc as Security Agent relating to an Intercreditor Deed dated 26 July 2002 (July 28th, 2003)

The existing lenders under the Senior Credit Agreement (as defined herein) set forth on Schedule 1 hereto (the "Existing Senior Lenders");

Fimep Sa – 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 €1,164,519,839 (July 28th, 2003)
Fimep Sa – DEED OF ASSIGNMENT AND CHARGE DATED 12 February 2003 BETWEEN FIMEP SA as Chargor and THE BANK OF NEW YORK as Trustee and Agent (July 28th, 2003)

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").

Fimep Sa – SUBORDINATED FUNDING LOAN AGREEMENT (July 28th, 2003)
Fimep Sa – SHARE PURCHASE AGREEMENT (July 28th, 2003)

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

Fimep Sa – Project Lumina Amendment and Restatement Agreement (July 28th, 2003)

Credit Suisse First Boston (Europe) Limited Lehman Brothers International (Europe) The Royal Bank of Scotland Plc as Mandated Lead Arrangers

Fimep Sa – DEED OF PRIORITY DATED 12 February 2003 BETWEEN THE BANK OF NEW YORK as Trustee under the Indenture dated 12 February 2003 between FIMEP SA and The Bank of New York (July 28th, 2003)

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;

Fimep Sa – FIDUCIARY AGREEMENT (CONTRAT DE FIDUCIE) (July 28th, 2003)

(1) LUMINA PARTICIPATION SARL, a société à responsabilié limitée incorporated under the laws of Luxembourg and registered with registry of trade and companies of Luxembourg under number B 88 254 and having its registered office at 5, boulevard de la Foire, L-1528 Luxembourg, Grand Duchy of Luxembourg;

Fimep Sa – Corporate Services Agreement between Lumina Financing I and Lumina Participation (July 28th, 2003)
Fimep Sa – 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 2002 (July 28th, 2003)

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.

Fimep Sa – 101/2% Senior Notes Due 2013 and 11% Senior Notes Due 2013 (May 12th, 2003)

INDENTURE dated as of February 12, 2003 between FIMEP, a société anonyme organized and existing under the laws of France (the "Issuer"), and The Bank of New York, London Branch, as trustee (the "Trustee").

Fimep Sa – FIMEP SA $350,000,000 10.5% Senior Notes due 2013 €277,500,000 11% Senior Notes due 2013 REGISTRATION RIGHTS AGREEMENT (May 12th, 2003)

FIMEP 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:

Fimep Sa – PAYING AGENCY AGREEMENT (May 12th, 2003)

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");