0001047469-03-025296 Sample Contracts

SUBORDINATED FUNDING LOAN AGREEMENT
Agreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip)
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LOAN AGREEMENT made on 10 December 2002 BETWEEN
Fimep 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 2002
Fimep 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.

SHARE PURCHASE AGREEMENT
Share 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

Project Lumina Amendment and Restatement Agreement
Credit 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 Participation
Corporate Services Agreement • July 28th, 2003 • Fimep Sa • Electronic & other electrical equipment (no computer equip) • Luxembourg
DEED OF ASSIGNMENT AND CHARGE DATED 12 February 2003 BETWEEN FIMEP SA as Chargor and THE BANK OF NEW YORK as Trustee and Agent
Fimep 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").

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