QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 10.1    
    


26 July 2002


  


 SHARE PURCHASE AGREEMENT  


THIS
SHARE PURCHASE AGREEMENT (the "Agreement") is made and entered into on 26 July 2002, by and between: 


	(1)
	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 



        (hereinafter
referred to as "Schneider" or "Seller"); and 


	(2)
	LUMINA PARENT S.À.R.L., a company organised and existing in accordance with the laws of Luxembourg having a corporate
capital of €150,000 and its registered office at 5, boulevard de la Foire L-1528 Luxembourg under noB-87.573, duly represented by Arnaud
Desclèves and Domnin de Kerdaniel 



        (hereinafter
referred to as the "Buyer") 


PREAMBLE  


Seller
has represented to Buyer that it is the owner of the Shares (as defined hereinafter) which it acquired on 9 August 2001 through a public share exchange offer
("Offre Publique d'Echange"). 


The
European Commission has held that the acquisition of the Shares by Seller was not compatible with the European competition rules and in a decision dated 30 January 2002 requested Seller to
divest the Shares (as defined hereinafter). 


Seller
did not conduct any due diligence (except for a due diligence on environmental matters performed by Schneider USA) prior to acquiring the Shares and since the acquisition has neither been able
to exercise any control over the business of Legrand nor to gain access to any material information which is not in the public domain. 


Seller
was not granted any representations or warranties from any of the shareholders of Legrand (as defined hereinafter) prior to or at the time of its acquisition of the Shares. 



Buyer
has expressed an interest in the Legrand Group (as defined hereinafter) and, after conducting a due diligence review with access to a data room as well as certain management presentations,
including a special due diligence report prepared by PriceWaterhouseCoopers, has confirmed its desire to purchase the Shares from Seller, upon the terms and subject to the conditions hereinafter set
forth. 


This
Agreement and the transactions contemplated therein have been approved by the Boards of Directors of Seller, Legrand and Buyer respectively held on 24 June 2002, on 22 July 2002 and
24 July 2002 respectively. 


The
relevant workers' councils/group's workers' council ("comité d'entreprise / comité de groupe") of Legrand have been informed and consulted in accordance with
applicable French laws and regulations in relation to the transactions contemplated in this Agreement and have rendered an opinion on 19 July 2002. 


1





 



NOW,
THEREFORE, Seller and Buyer hereby agree as follows: 


1      DEFINITIONS  



The
terms defined in this article shall have the following meanings for all purposes of this Agreement: 


	1.1
	Agreement shall mean this share purchase agreement including all schedules and annexes hereto.



	1.2
	Banks shall mean the Lenders as this term is defined in the Facilities, copy of such definitions being attached in Schedule 1.2.
However, for the purpose of section 10.3, Banks shall mean the Facility Agent as this term is defined in the Facilities (or any one of them).



	1.3
	Business Day means a day on which banks are open for business in France, United Kingdom, Luxembourg and United States (excluding
Saturdays, Sundays, or public holidays in any of these countries).



	1.4
	Business MAC has the meaning ascribed to it in section 10.3 (a).



	1.5
	"Cash Equivalent" shall mean for the purpose of sections 8.3 and 8.4 equity securities (a) that are traded on a regulated market
of a OECD country and (b) that represent less than 20% of the share capital and voting rights of the issuer at the time the offer from a Third Party is received by Buyer, Buyer's shareholders
or any relevant company in the Legrand Group as the case may be.



	1.6
	Closing and Closing Date shall have the meaning ascribed to them in section 4.1
hereof.



	1.7
	Commission's Decision shall mean the decision of the European Commission of 10 October 2001 declaring a concentration between
Schneider and Legrand to be incompatible with the common market (Case COMP/M.2283).



	1.8
	Court shall mean the Court of First Instance of the European Communities.



	1.9
	Facilities shall mean the €2,222,000,000 Senior Credit Agreement and/or the €600,000,000 Mezzanine
Credit Agreement; and Facility means any one of them.



	1.10
	Financing shall mean debt and equity financing and/or a combination thereof as provided by Buyer's shareholders and the Banks for the
financing of the Purchase Price as defined in section 2.2 and refinancing of certain existing debt of the Legrand Group.



	1.11
	Legrand or the Company shall mean LEGRAND S.A., a company incorporated under the laws
of France, having its registered office at 128, avenue du Maréchal de Lattre de Tassigny, 87000 Limoges, France, registered with the Registry of Commerce and Companies of Limoges under
no 758 501 001.



	1.12
	Legrand Group shall mean Legrand and its Subsidiaries.



	1.13
	Lien shall mean any lien, charge, encumbrance, claim or other security interest, including but not limited to interests arising from
options, mortgages, indentures, security agreements or other agreements or obligations whether written or oral.



	1.14
	Main Subsidiaries shall mean Bticino SPA and its direct and indirect subsidiaries (taken as a whole) and Legrand Holding Inc.
and its direct and indirect subsidiaries, including the Wiremold Company (taken as a whole).



	1.15
	Market MAC has the meaning ascribed to it in section 10.3 (b). 



2





 



	1.16
	"Market Value" means (i) the sum of the Closing Price multiplied by the volume of the relevant securities traded on each of the
twenty (20) trading days immediately preceding the date of the relevant notice (i.e. for the purpose of section 8.4.1, the date of the RFR Exercise Notice and for purpose of
section 8.4.2, the date of the receipt of the Third Party Offer by Buyer or any relevant company within the Legrand Group as the case may be), divided by (ii) the total volume of the
relevant securities traded during such twenty (20) trading day period, calculated to two decimal places, where:



	•
	the
"Closing Price" is (i) the volume weighted average of trades as provided by the regulated market on which the relevant security is traded in respect of any such
trading day (provided that both Parties shall use all reasonable endeavours to obtain such information from the concerned regulated market), or (ii) if such information is not available for
each such trading day, the volume weighted average prices on the relevant regulated market as disclosed by an information service provider (Reuter, Bloomberg, etc.) in respect of any such trading day,
or (iii) if information referred to in (i) or (ii) above is not available for each such trading day, the closing price; the Closing Price in each case being calculated to two
decimal places; and



	•
	the
volume of the relevant securities traded is the volume officially reported by the relevant regulated market in respect of any such trading day.


 



	1.17
	Net Proceeds shall mean the difference between the acquisition price or the subscription price of the shares sold and the price
received from the third party purchaser less: (i) all the costs and expenses incurred in connection with such a sale and (ii) the capital gain tax or any other tax paid in connection
with such a sale (such tax to be determined taking into account the payment to be made to Seller pursuant to section 8.3).



	1.18
	Party shall mean either Seller or Buyer; and Parties shall mean both of them.



	1.19
	Regulatory Approvals shall mean those compulsory pre-closing approvals to be given by the relevant anti trust authorities,
a list of which is set forth in Schedule 3.1 (c) including the approval by the European Commission pursuant to section 2.4 of annex 2 to its decision dated 30 January 2002.



	1.20
	Shares shall mean all and not part of the (i) 21,060,724 shares representing approximately 98.29% of the issued and fully paid
ordinary share capital of the Company and (ii) 6,548,139 preferred shares representing approximately 97.5% of the issued and fully paid preferred share capital of the Company.



	1.21
	Schneider Shares shall mean the 3,323,849 shares of Seller owned by Legrand and its subsidiaries.



	1.22
	Subsidiaries shall mean the companies and other entities particulars of which are given in Schedule 1.22.



	1.23
	Trustee shall mean Salustro Reydel Management. 




2      PURCHASE AND SALE OF THE SHARES  



	2.1
	Subject to all of the terms and conditions of this Agreement, Seller shall sell, assign and transfer the Shares to Buyer and Buyer
shall purchase the Shares from Seller, on the Closing Date. 



3





 



	2.2
	The aggregate purchase price for the Shares payable at Closing shall be € 3,626,971,896.59 (three billion
six hundred and twenty-six million nine hundred and seventy one thousand eight hundred and ninety six euros and fifty nine cents) (the"Purchase
Price"). Such aggregate purchase price shall be allocated among ordinary shares and preferred shares as follows:



	(a)
	€136.73
(one hundred and thirty six euros and seventy three cents) per ordinary share, i.e. €2,879,632,792.52 for the 21,060,724 ordinary shares: and



	(b)
	€114.13
(one hundred and fourteen euros and thirteen cents) per preferred share, i.e. €747,339,104.07 for the 6,548,139 preferred shares. 







3      CONDITIONS PRECEDENT  



	3.1
	The obligations of Buyer to complete the purchase of the Shares on the Closing Date are subject to the following conditions:



	(a)
	No
injunction, order or judgement shall have been issued by any court of competent jurisdiction or any other government or regulatory authority that prohibits or prevents the
consummation of the sale of the Shares.



	(b)
	The
Regulatory Approvals have been obtained.


 



	3.2
	The obligations of Seller to complete the sale of the Shares are subject to the following conditions:



	(a)
	The
Regulatory Approvals have been obtained.



	(b)
	No
injunction, order or judgement shall have been issued by any court of competent jurisdiction or any other government or regulatory authority that prohibits or prevents the
consummation of the sale of the Shares. 








Buyer
and Seller shall use their best efforts to do all things necessary to cause all conditions to the consummation of the transactions contemplated in sections 3.1 (b) and 3.2
(a) hereby to be satisfied as promptly as possible, so that Closing (as defined below) may take place in accordance with section 4.1. Without prejudice to the foregoing, it is agreed
that all requests and enquiries from any authority shall be dealt with by Seller and Buyer in consultation with each other and Buyer and Seller shall promptly co-operate with and provide
all necessary information and assistance reasonably requested by such authority. 



	3.3
	If the conditions precedent referred to in section 3.1 above are not fulfilled or waived on or before 10 December 2002,
Buyer may, in its sole discretion, terminate this Agreement. The termination of this Agreement as aforesaid shall not give rise to any claim for damages unless the non fulfilment of the conditions
precedent is due to a breach by either of the Parties of its obligations under this Agreement.



	3.4
	If the conditions precedent referred to in section 3.2 above are not satisfied or waived on or before 10 December 2002,
Seller may, in its sole discretion, terminate this Agreement. The termination of this Agreement as aforesaid shall not give rise to any claim for damages unless the non fulfilment of the conditions
precedent is due to a breach by either of the Parties of its obligations under this Agreement. 




4      CLOSING  



	4.1
	The closing of the purchase of the Shares in accordance with the terms of this Agreement (the
"Closing") shall take place at the offices of Linklaters, 25, rue de Marignan, 75008 Paris, or at such other place as may be mutually agreed upon in
writing by Buyer and Seller. 



4





 




Subject
to the satisfaction of the conditions precedent set out in sections 3.1 and 3.2, Closing shall take place on (the "Closing Date") 10
December 2002 or earlier (i) by mutual agreement between Seller and Buyer, or (ii) at the request of Seller at any time on or after 30 September 2002 by giving at least ten
(10) Business Days prior notice in writing to Buyer, in which case Seller shall have waived its right to terminate this Agreement under section 10.2, or (iii) at the request of
either Buyer or Seller at any time following the decision of the Court which does not annul the Commission's Decision by giving at least ten (10) Business Days prior notice in writing to the
other Party. 


If
either Buyer or Seller exercise their right to fix the Closing Date at a date earlier than 10 December 2002 under the conditions set forth above, the Closing Date shall be fixed on a day
which is a Business Day. 



	4.2
	At Closing, Seller shall deliver or shall cause to be delivered, to Buyer the following:



	(a)
	The
Shares, in accordance with applicable stock exchange regulations.



	(b)
	The
letters of resignation with effect from the Closing Date signed by the directors of Legrand whose names are listed in Schedule 4.2 (b), acknowledging that their rights are
fully satisfied and that they waive any right to make any claim or bring any action of any nature whatsoever against Legrand or any of its Subsidiaries.



	(c)
	Certified
copies of the minutes of the Boards of Directors of Legrand held on 22 July 2002, and on the Closing Date (i) approving the acquisition of the shares by Buyer,
and (ii) accepting the resignations of the directors identified in Section 4.2 (b) above and appointing such persons as Buyer may have notified Seller at least five
(5) Business Days prior to the Closing Date.



	(d)
	Certified
copies of the minutes of the central workers' council of Legrand that has been informed / consulted with respect to the transactions contemplated in this Agreement, pursuant
to the provisions of section L 432-1 of the French Labor Code, and written confirmation from Legrand that these minutes have not been challenged and a certified copy of the
minutes of the Board of Directors of Seller approving this Agreement.



	(e)
	A
certificate from Seller and from the Company's statutory auditors stating that the amount of dividends paid to Seller prior to Closing Date with respect to the financial year closed
on 31 December 2001 does not exceed € 60,170,000 (net of "précompte", if any), as per the provisions of section 5.2.



	(f)
	Any
documents that Banks may reasonably require from Legrand or its subsidiaries pursuant to the Facilities documents in order to provide the Financing.



	(g)
	Executed
copies of the call and put option agreements set forth in Schedule 8.6 and in Schedule 8.7.



	(h)
	Evidence
of the satisfaction by Schneider of its obligations pursuant to section 8.8.



	(i)
	Executed
copy of the loan agreement set forth in Schedule 4.2(i) (the "Loan") and evidence that a sum of
€150,000,000 has been transferred with value on the Closing Date to the bank account notified by the Buyer as provided for under the Loan.


 



	4.3
	At Closing, Buyer shall deliver or shall cause to be delivered, to Seller the following:



	(a)
	The
payment of the Purchase Price as provided for in Section 2.2 hereof through a wire transfer in same day available funds to an account designated by Seller to Buyer no later
than five (5) Business Days before the Closing Date.



	(b)
	Executed
copies of the call and put option agreements set forth in Schedule 8.6. 






5





 



	4.4
	All actions mentioned in sections 4.2 and 4.3 shall be considered as a whole and no action shall be deemed to have taken place unless
all other actions shall have taken place. 




5      PRINCIPLES GOVERNING THE INTERIM CONDUCT OF THE LEGRAND GROUP BUSINESS  



	5.1
	Between the date of execution of this Agreement and the Closing Date, the Legrand Group shall continue to be managed by its management
under the supervision of the Trustee in accordance with the provisions of the power of attorney approved by the European Commission, subject to the provisions below. 





The
Parties acknowledge that at the date hereof (a) Buyer has received from Seller a hold harmless letter in the form set forth in Schedule 5.1 (a) and (b) the Board of
Directors of Legrand has adopted a resolution requesting that all decisions and matters set forth in Schedule 5.1 (c) be submitted to the prior approval of the Board of Directors and
requesting the same to be adopted by the Main Subsidiaries and that a representative of Buyer shall have the right to be present at any meeting of the board but shall not have the right to vote on any
decision. 


Schedule 5.1
(b) sets forth the power of attorney of the Trustee as amended (i) to provide inter alia that none of the actions or decisions listed in Schedule 5.1
(c) shall be implemented without the prior approval of the Board of Directors of Legrand, (ii) to provide that the Trustee shall undertake not to approve any of the decisions listed in
Schedule 5.1 (c) except in accordance with Buyer's instructions and (iii) to permit certain actions to be carried out between the date hereof and the Closing Date to facilitate
the financing of the acquisition of the Shares, such as the issue of high yield notes by a company organised by Buyer as contemplated under Section 8.1. 


Seller
shall act to the extent of its powers as shareholder of Legrand (having regard to the restrictions imposed on Seller's powers by the European Commission) to ensure compliance by the Trustee
with the above. Subject to the above, Seller shall not be responsible for any breach of the obligations of the Trustee and its representatives contemplated in the present section or non compliance by
Legrand with Schedule 5.1 (c). 



	5.2
	Seller shall be entitled to dividends equal to €60,170,000 (net of "précompte", if any), to be declared
and paid by Legrand in 2002 with respect to the financial year closed on 31 December 2001, and for which an interim dividend for an amount of €30,215,051 has been paid on 4
February 2002. 




6      REPRESENTATIONS AND WARRANTIES OF SELLER  



Except
in the case of representations and warranties made as of a specific date, which shall be deemed made as of such date, Seller represents and warrants to Buyer as of the date hereof and as of the
Closing Date the following: 


	6.1
	Legrand is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation. 



6





 



	6.2
	The issued share capital of Legrand is €56,305,874 and is divided into (i) 21,435,408 ordinary shares with a
nominal value of €2 each and (ii) 6,717,529 preferred shares with a nominal value of €2 each. Except as set forth in Schedule 6.2, there are no
outstanding securities of Legrand or each Subsidiary which are convertible into, or exchangeable for, any shares of capital stock or other securities, subscriptions, options, warrants, conversion
rights or other rights entitling any third party to acquire from or sell to Legrand or such Subsidiary respectively any shares of capital stock or other securities of Legrand or such Subsidiary
respectively.



	6.3
	Seller is the sole owner of the Shares and has good and valid title thereto and the Shares are free of any Lien.



	6.4
	At Closing, Seller shall deliver to Buyer good and marketable title to all of the Shares, free and clear of any Lien.



	6.5
	Seller is a corporation duly incorporated and validly existing under the laws of France. Seller has full corporate power and authority
to execute and deliver this Agreement and to consummate the transactions contemplated herein. The execution and delivery of this Agreement have been duly and validly authorised by the Board of
Directors of Seller and no other corporate proceedings on the part of Seller are necessary to authorise this Agreement or to consummate the transactions so contemplated. This Agreement has been duly
and validly executed and delivered by Seller and constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms.



	6.6
	There are no actions, claims or other proceedings or investigations pending or threatened against or involving Seller or any of its
present Board members or other officers, properties or assets that would, individually or in the aggregate, prevent Seller from consummating the transactions contemplated by the Agreement or affect
the validity or enforceability of the Agreement.



	6.7
	To the knowledge of Seller, except for the Regulatory Approvals, no filing with, and no permit, authorisation, consent or approval of,
any Governmental Entity or third party, is necessary for the consummation by Seller of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Seller
nor the consummation by Seller of the transactions contemplated hereby nor compliance by Seller with any of the provisions hereof shall (i) conflict with or result in any breach of any
provision of the certificate of incorporation or by-laws of Seller or any of its Subsidiaries, or (ii) violate any agreement, order, writ, injunction, decree, statute, treaty, rule
or regulation applicable to Seller, any of its Subsidiaries or any of their properties or assets.



	6.8
	There are no written agreements (other than agreements disclosed in the data room and made available to Buyer and trading agreements
entered into in the normal course of business) between Seller and its affiliates and the Legrand Group.



	6.9
	As at the date hereof, Seller has no knowledge of any fact or event relating to the Legrand Group not disclosed in the data room,
during the management presentations or in the special due diligence report prepared by PriceWaterhouseCoopers (aside from facts resulting from general economic or market conditions in the markets in
which the Legrand Group operates which are in the public domain) which have or are reasonably expected to have a material adverse effect on the Legrand Group, Legrand or any of its Main Subsidiaries. 





For
the purpose of this section 6.9, Seller's knowledge means the knowledge of Seller's Executive Committee members and all the other persons set forth in Schedule 6.9 hereby. 




7





 



	6.10
	Without prejudice to the rights granted to Buyer pursuant to French law and in particular pursuant to article 1116 of French
Civil Code, there are no representations and warranties, whether express or implied, other than those expressly set forth in sections 6.1 to 6.9 herein above. For the avoidance of doubt, Seller makes
no representation as to the special due diligence report prepared by PriceWaterhouseCoopers mentioned in the preamble. 




7      REPRESENTATIONS AND WARRANTIES OF BUYER  



Buyer
represents and warrants to Seller as follows: 


	7.1
	Buyer is a corporation duly incorporated and validly existing under the laws of its state of incorporation. Buyer has full corporate
power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions
contemplated herein have been duly and validly authorised by Buyer's Board of Directors and no other corporate proceedings on the part of Buyer are necessary to authorise this Agreement or to
consummate the transactions so contemplated. This Agreement has been duly and validly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer, enforceable against Buyer
in accordance with its terms.



	7.2
	There are no actions, claims or other proceedings or investigations pending or threatened against or involving Buyer or any of its
present Board members or other officers, properties or assets that would, individually or in the aggregate, prevent Buyer from consummating the transactions contemplated by the Agreement or affect the
validity or enforceability of the Agreement.



	7.3
	To the knowledge of Buyer, except for the Regulatory Approvals, no filing with, and no permit, authorisation, consent or approval of,
any Governmental Entity, is necessary for the consummation by Buyer of the transactions contemplated by this Agreement. Neither the execution and delivery of this Agreement by Buyer nor the
consummation by Buyer of the transactions contemplated hereby nor compliance by Buyer with any of the provisions hereof shall (i) conflict with or result in any breach of any provision of the
certificate of incorporation or by-laws of Buyer or any of its subsidiaries, or (ii) violate any order, writ, injunction, decree, statute, treaty, rule or regulation applicable to
Buyer, any of its subsidiaries or any of their properties or assets, except in the case of violations, breaches or defaults which shall not, in the aggregate, constitute a material adverse effect on
the assets, business, prospects and financial conditions of Buyer and which shall not prevent or delay the consummation of the transactions contemplated hereby.



	7.4
	Financing: Buyer has obtained from reputable financing banks the Facilities and irrevocable undertakings from the equity providers, as
set forth in Schedule 7.4 hereto, to provide the Financing as at the Closing Date. Buyer undertakes (as promptly as practicable in light of the circumstances) to satisfy, and cause the
satisfaction of, the conditions precedent for draw down under the Facilities which are under its control. 




8      COVENANTS  



	8.1
	Upon the terms and subject to the conditions of this Agreement, each of the parties hereto agrees to use its best efforts to take, or
cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions
contemplated by this Agreement as promptly as practicable. 



8





 






Seller
shall use its best efforts to procure that the Trustee causes the Legrand Group to give full access to Buyer, the Banks and their respective advisors to the premises, representatives,
employees, books, records and accounts of the Legrand Group in order to facilitate the implementation of the Financing. In particular, Seller agrees to use its best efforts (acknowledging that Seller
has no control over Legrand and that a Trustee is in charge of managing Seller's interest in Legrand subject to the provisions of section 5) to cause Legrand to take all steps which may be
necessary, appropriate or desirable to enable a company organised by Buyer to offer high yield notes ("High Yield Notes") in the international capital
markets and, in respect thereof, to have the High Yield Notes registered with the U.S. Securities and Exchange Commission as soon as possible following the date hereof, including the preparation of
all necessary financials and participation of the management in rating agency presentations, investor "roadshows" and other aspects of the marketing effort as may be customary and appropriate. 



	8.2
	At Closing Buyer shall commit to buy all the Shares in accordance with article 5-4-1 of the
"Réglement Général du Conseil des Marchés Financiers".



	8.3
	Buyer hereby agrees to procure payment by its shareholders of an amount equal to 25% of the Net Proceeds received by the shareholders
of Buyer on any sale of Buyer shares to Third Parties which would result in that Third Party acquiring Control of Legrand (the "Additional Payment")
provided that an agreement is concluded, in any form, for such transfer within 12 months after the Closing Date (the "Additional Period"),
regardless of whether the transfer effectively takes place at a later date. For the purpose of this section 8.3., Buyer shall promptly notify Seller of the conclusion of any agreement for such
transfer, with all reasonable detail regarding the transfer, including the price per share, and pay the Additional Payment, or procure payment by its shareholders of the Additional Payment, within
thirty days of the transfer being completed. The above provisions of this section 8.3 shall not apply to any sale pursuant to a public offering or to any transaction for a consideration which
is not wholly in cash or in Cash Equivalent. 





The
value of the Cash Equivalent which shall be taken into account for the calculation of the Net Proceeds (the "Fair Market Value") shall be jointly
determined by the Parties. Failing such joint determination within a ten (10) Business Day period from the notification made by the Buyer pursuant to this section 8.3, the Fair Market
Value of the Cash Equivalent shall be determined by an expert (the "Expert"), pursuant to the procedure set forth in Schedule 8.3 hereto. 


In
the event that a Third Party acquires the control of Legrand through an acquisition of shares of Legrand (and not shares of Buyer), under the terms and conditions described above, then the above
provision shall apply mutadis mutandis and the Additional Payment shall be determined as if the shares of Buyer had been sold. 


For
the purpose of this section 8.3: 


	•
	"Control"
shall have the meaning set forth in Section L. 233-3 of the French Commercial Code (excluding paragraph III);



	•
	for
the avoidance of doubt, when used in this section 8.3, the terms "Third Party" or "Third Parties" shall not include any entity controlled by Buyer, which controls
Buyer or which is under common control with Buyer. 




9











  



	8.4
	Right of First Refusal—Right of First Offer



	8.4.1
	Right of First Refusal 







Buyer
hereby agrees to grant Seller a right of first refusal (the "Right of First Refusal") with respect to any sale to a Third Party of Eligible Assets
pursuant to an Eligible Transaction during the RFR Eligible Period, under the terms and conditions set out below. 


Prior
to completing any sale of Eligible Asset to a Third Party, Buyer shall notify Seller of such a proposed sale in a written notice (the "RFR
Notice") setting forth: 


	•
	the
Eligible Assets to be sold to the proposed Third Party transferee (the "Transferred Eligible Assets");



	•
	the
main terms and conditions (including price) of the offer made by the proposed Third Party. 








Seller
shall have thirty (30) days from the date of receipt of the RFR Notice to send a notice to Buyer indicating whether it exercises its Right of First Refusal and acquire all the
Transferred Eligible Assets (and not part only) under the terms and conditions set out in the RFR Notice (the "RFR Exercise Notice"). 



During
the above thirty (30) day period, Buyer shall give reasonable access to Seller to information essential for Seller to exercise its Right of First Refusal, such a reasonable access being
deemed satisfied if Seller has had access to information (in a timely fashion within the above thirty (30) day period) substantially similar to the information given to the proposed Third Party
transferee. Should Legrand decide not to make available to Seller material confidential information given to the proposed Third Party transferee, Seller may be authorised to provide that the terms and
conditions of the RFR Exercise Notice are subject to a review of the said confidential information. In such a case, Seller must confirm the acquisition of the Transferred Eligible Assets pursuant to
the RFR Exercise Notice within seven (7) days from the receipt of the said confidential information, failing which it shall be deemed to have waived its Right of First Refusal in respect of the
Transferred Eligible Assets. 


In
the event that Seller sends the RFR Exercise Notice within the above time period, the Parties shall as soon as possible (and in any event no later than ten (10) days from receipt of the RFR
Exercise Notice by Buyer) execute an agreement (the "Acquisition Agreement") for the acquisition of the Transferred Eligible Assets containing the same
terms and conditions as in the RFR Notice, save that: (i) the acquisition by Seller shall be for a consideration wholly in cash (if Buyer has retained a third party offer which provides for a
consideration which is in whole or in part in Cash Equivalent, the equivalent in cash shall be deemed equal to the Market Value of the Cash Equivalent) and (ii) the acquisition by Seller shall
not be subject to any conditions precedent other than the receipt by Seller of compulsory pre-closing regulatory approvals. 





10





 






In
the event that Seller waives its Right of First Refusal (either explicitly, or implicitly by failing to send the RFR Exercise Notice within the above time period or to enter into the Acquisition
Agreement as provided above), Buyer shall be free to sell the Transferred Eligible Assets to any Third Party of its choice with no restriction whatsoever, provided that: (i) Buyer enters with a
Third Party into an agreement for the sale of the Transferred Eligible Assets within six (6) months from the date on which Seller has waived (or is deemed to have waived) its Right of First
Refusal (failing which the rights of Seller hereunder with respect to the Transferred Eligible Assets will be reinstated and the above-mentioned procedure will need to be repeated provided that the
sale of the Transferred Eligible Assets takes place during the RFR Eligible Period) and (ii) the sale is made at a price which is not less than the price set out in the RFR Notice and under
other terms and conditions which are substantially similar to the terms and conditions set forth in the RFR Notice. 



In
the event that any person, or group of persons acting in concert, acquire the control of Seller, Seller shall cease to benefit from the Right of First Refusal with immediate effect (including with
respect to Eligible Transactions for which the procedure has been commenced at the time the control is changed). For the purpose hereof, the control of Seller is deemed to have been acquired at the
time the control (as defined by section L. 233-3 of the French Commercial Code, except for paragraph III) is effectively acquired by any person (or group of persons acting in
concert) and also at the time the board of directors of Seller (or any relevant management body) recommends a tender offer made by a person or a group of persons acting in concert. 



It
is hereby specified that the Right of First Refusal shall apply only to a transfer of Transferred Eligible Assets to a Third Party pursuant to an Eligible Transaction during the Eligible Period.
For the purpose of this section 8.4: 


	•
	"Eligible Assets" means a business as a going concern ("fonds de commerce")
or the shares of an entity representing more than 50% of the share capital and voting rights of that entity, which in both cases is owned by Legrand directly or indirectly (through any Subsidiary in
which Legrand owns more than 50% of the share capital and voting rights), and which based on the latest available audited accounts or, where appropriate, on pro forma accounts prepared by the
statutory auditors of Legrand or of the relevant Subsidiary represent an annual turnover of at least fifty million euros (€ 50,000,000); it is specified that any business
as a going concern or entity for which there exists agreements in force at the date hereof which prevent Legrand or any of its Subsidiary to sell the Transferred Eligible Assets to Seller shall not be
considered as Eligible Assets (the list of such agreements shall be disclosed to Seller within forty five (45) days from the Closing Date);



	•
	"RFR Eligible Period" means a period of 12 months from the Closing Date, it being specified that if a RFR Notice is
submitted to Seller within this period, Seller shall be granted a thirty (30) day period to deliver a RFR Exercise Notice, even though such a thirty (30) day period may expire after the
period of 12 months from the Closing Date;



	•
	"Eligible Transaction" means any transaction which provides for a consideration wholly in cash or in cash and/or Cash
Equivalent; it is specified that any offer for sale, sale or acquisition of Eligible Assets by banks, other lenders or any other person pursuant to the exercise of security interests granted to such
banks or lenders shall not be considered as an Eligible Transaction;



	•
	"Third Party" means any person or entity which is not a Subsidiary or, which at the time the Eligible Transaction is proposed
to be completed, is not an entity controlled by Buyer, which controls Buyer or which is under common control with Buyer; 





11





 





	•
	Any
reference to Buyer shall be deemed to include a reference to its relevant affiliate for which Buyer undertakes ("se porte
fort") hereunder. 








It
is further understood that in the event that an Eligible Transaction is made with a person or entity which is not a Third Party, Buyer shall cause that person or entity to be bound by the
provisions of this section 8.4.1. 



	8.4.2
	Right of First Offer 





Buyer
hereby agrees to grant Seller a right of first offer (the "Right of First Offer") with respect to any sale to a Third Party of Eligible Assets
pursuant to an Eligible Transaction during the RFO Eligible Period, under the terms and conditions set out below. 


Prior
to undertaking any disposal process with Third Parties for the sale of Eligible Assets, Buyer shall send to Seller a written notice (the "RFO
Notice") identifying the Eligible Assets that Buyer intends to sell (the "Relevant Eligible Assets"). 


Seller
shall have thirty days (30) days from the date of the RFO Notice to submit in writing to Buyer a Binding Offer for the acquisition of the Relevant Eligible Assets. 



During
the above thirty (30) day period, Buyer shall give reasonable access to Seller to information essential for Seller to exercise its Right of First Offer. Should Legrand decide not to make
available to Seller material confidential information given to the proposed Third Party transferees, Seller may be authorised to provide that the terms and conditions of the Binding Offer are subject
to a review of the said confidential information. In such a case, Seller must confirm the acquisition of the Relevant Eligible Assets pursuant to the Binding Offer within seven (7) days from
the receipt of the said confidential information, failing which it shall be deemed to have waived its Right of First Offer in respect of the Relevant Eligible Assets. 


In
the event that Seller waives its Right of First Offer (explicitly, or implicitly by failing to submit the Binding Offer within the above time period), Buyer shall be free to sell the Relevant
Eligible Assets to any Third Party of its choice with no restriction whatsoever. If, within six (6) months from the date Seller has waived its Right of First Offer or from the date Seller has
submitted a Binding Offer, Buyer does not enter into an agreement with a Third Party for the sale of the Relevant Eligible Assets, the rights of Seller hereunder with respect to the Relevant Eligible
Assets shall be reinstated and the above-mentioned procedure will need to be repeated by Buyer (provided that the transfer of the Relevant Eligible Assets takes place within the RFO Eligible Period). 


In
the event that Buyer notifies Seller of its acceptance of the Binding Offer within two (2) months of the Binding Offer, Seller and Buyer shall as soon as possible (and in any event no
later than fifteen (15) days from acceptance by Buyer of the Binding Offer) enter into an agreement for the acquisition of the Relevant Eligible Assets under the terms and conditions of
the Binding Offer. 


Buyer
shall not be permitted to complete the sale of the Relevant Eligible Assets with a Third Party (other than Seller): 


	•
	before
the expiry of the above thirty day (30) time period following the receipt by Seller of the RFO Notice; and



	•
	if
a Binding Offer has been submitted by Seller as provided above, for a price (taking into account any price adjustment or any vendor's loan) which is less or equal than
the price offered by Seller under the Binding Offer (if the price offered by the Third Party is in whole or in part in Cash Equivalent, the equivalent in cash shall be determined on the basis of the
Market Value of the Cash Equivalent). 





12





 











It
is hereby specified that the above restrictions shall cease to have any effect after the RFO Eligible Period, unless a RFO Notice has been submitted to Seller more than six (6) months
after the beginning of the RFO Eligible Period and Buyer has submitted a Binding Offer within the above thirty (30) day time period, in which case the above restrictions will continue to
apply for a period of six (6) months after the day the RFO Notice is submitted and in no event later than three (3) months after the RFO Eligible Period. 


In
the event that any person, or group of persons acting in concert, acquire the control of Seller, Seller shall cease to benefit from the Right of First Offer with immediate effect (including with
respect to Eligible Transactions for which the procedure has been commenced at the time the control is changed). For the purpose hereof, the control of Seller is deemed to have been acquired at the
time the control (as defined by section L. 233-3 of the French Commercial Code, except for paragraph III) is effectively acquired by any person (or group of persons
acting in concert) and also at the time the board of directors of Seller (or any relevant management body) recommends a tender offer made by a person or a group of persons acting in concert. 


It
is hereby specified that the above Right of First Offer shall apply only to sale of Relevant Eligible Assets to a Third Party pursuant to an Eligible Transaction during the RFO Eligible Period, it
being further specified that the Right of First Offer shall not apply to the extent that the Right of First Refusal applies. For the purpose of this section 8.5: 


	•
	"Binding Offer" shall mean (i) an offer which is made by Seller and which is binding and not subject to any condition
precedent whatsoever other than compulsory pre-closing regulatory approvals, (ii) an offer which is valid for a period of at least two (2) months from its receipt by Buyer
and (iii) an offer which provides for a consideration which is wholly in cash and fully payable at the closing of the relevant transaction;



	•
	"Eligible Assets" means a business as a going concern ("fonds de commerce")
or the shares of an entity representing more than 50% of the share capital and voting rights of that entity, which in both cases is owned by Legrand directly or indirectly (through any Subsidiary in
which Legrand owns more than 50% of the share capital and voting rights), and which based on the latest available audited accounts or, where appropriate, on pro forma accounts prepared by the
statutory auditors of Legrand or of the relevant Subsidiaries represent an annual turnover of at least fifty million euros (€50,000,000); it is specified that any business as a going
concern or entity for which there exists agreements in force as at the date hereof which prevent Legrand or any of its Subsidiary to sell the Relevant Eligible Assets to Seller shall not be considered
as Eligible Assets (the list of such agreements shall be disclosed to Seller within forty five (45) days from the Closing Date);



	•
	"Eligible Transaction" means any transaction which provides for a consideration wholly in cash or in cash and/or Cash
Equivalent; it is specified that any acquisition of Eligible Assets by banks, other lenders or any other person pursuant to the exercise of their security interest shall not be considered as an
Eligible Transaction;



	•
	"RFO Eligible Period" means a period of twelve (12) months commencing on the first anniversary of the Closing Date;



	•
	"Third Party" means any person or entity which is not a Subsidiary or, which at the time the Eligible Transaction is proposed
to be completed, is not an entity controlled by Buyer, which controls Buyer or which is under common control with Buyer; 





13





 





	•
	Any
reference to Buyer shall be deemed to include a reference to its relevant affiliate for which Buyer undertakes ("se porte
fort") hereunder. 






It
is further understood that in the event that an Eligible Transaction is made with a person or entity which is not a Third Party, Buyer shall cause such person or entity to be bound by the
provisions of this section 8.4.2. 




	8.5
	For a period of 24 months after the Closing Date, Seller shall refrain and shall cause its controlled subsidiaries to refrain
from soliciting directly or indirectly or hiring any Key Employee of Legrand Group provided that the foregoing shall not prevent Seller and/or its subsidiaries from hiring any Key Employee who has
been dismissed from the Legrand Group. 



For
purposes of this Agreement, Key Employee shall mean any members of the Comité de Direction of Legrand and their direct reports. 



	8.6
	The Parties acknowledge that certain holders of stock options granted by Legrand have the right to exchange the ordinary and preferred
shares resulting from the exercise of such stock options against Seller's shares pursuant to the undertaking taken by Seller during its public tender offer on Legrand (the
"Stock Option Undertaking"). Buyer and Seller agree to enter into a call and put option arrangement in the form set forth in Schedule 8.6 with
respect to the Legrand ordinary and/or preferred shares that may be transferred to Schneider pursuant to the Stock Option Undertaking. 





Seller
and Buyer shall cooperate in good faith in the best interest of Seller, Legrand and Buyer in order to obtain from each of the holders of stock options granted by Legrand a written release of
the Stock Option Undertaking. 



	8.7
	Seller agrees to undertake, at the request of Buyer, to acquire shares in Rocky Mountain or Andhers owned by the Legrand Group at an
aggregate price of € 54,400,000 (fifty four million and four hundred thousand euros) and, to that effect, to enter into the put option agreement set forth in
Schedule 8.7 on the Closing Date.



	8.8
	Seller undertakes, at the request of Buyer with a ten (10) days prior notice in writing, to acquire on the Closing Date the
Schneider Shares for a fixed price of €53 per Schneider Share, such a price to be paid in cash and received by the Legrand Group on the Closing Date. 





It
is acknowledged and agreed that this section 8.8 forms an integral part of this Agreement. 



	8.9
	Seller undertakes, at the request of and on the date notified by Buyer by written notice served to Seller prior to, or as at the
Termination Date (as defined in Section 10.2 below), to enter into an irrevocable undertaking in favour of the High Yield Notes holders (or a trustee, agent or other representative of them) in
the form set out in Schedule 8.9 (the "Undertaking") providing for:



	(i)
	in
circumstances where the Termination Right is exercised by Seller, payment of all sums due to the holders of High Yield Notes, subject to a maximum of
€ 20,000,000 (twenty million euros) (it being agreed that any payment under the Undertaking will be deducted from the maximum amount of Fees and Expenses referred to in
section 10.2.2 (b) below); and 






14





 


	(ii)
	in
circumstances where the Court annuls the Commission's Decision and Closing does not take place as provided under this Agreement either (i) by virtue of
non-satisfaction of the condition precedent provided for in section 3.1 (a) or section 3.2 (b) (to the extent that it does not concern an injunction caused by,
or due to, Buyer only), or (ii) by virtue of the exercise of its termination right by Buyer under section 10.3 (a) or (iii) by virtue of non compliance by Seller of its
obligations under section 4.2 of this Agreement, payment of one half (50%) of all sums due to the holders of High Yield Notes, subject to a maximum liability of €7,500,000
(seven million and five hundred thousand euros). 






It
is agreed that in the event the Court annuls the Commission's Decision and Seller notifies Buyer within seven (7) days from such date that it requests Closing to take place as provided under
the second paragraph of section 4.1, no payment shall be due under paragraph (ii) above. 





9      INDEMNIFICATION—REMEDIES  



	9.1
	Each of the Parties hereby agrees to fully indemnify the other (hereinafter referred as the "Indemnified
Person") from and against any and all losses, liabilities, damages, demands, claims, actions, judgements or causes of action, assessments, costs and expenses (collectively
"Losses") resulting from a breach of any of the obligations, representations and warranties made by such Party in this Agreement.



	9.2
	Neither Party shall have any liability under article 9.1. in connection with notices of claims given more than eighteen
(18) months after the Closing Date 




10    TERMINATION  



	10.1
	Termination Events 



This
Agreement may, by notice given at or prior to the Closing Date, be terminated: 


	(a)
	by
mutual consent of Buyer and Seller;



	(b)
	by
Seller pursuant to section 10.2 below;



	(c)
	by
Buyer pursuant to section 10.3 below. 






If
this Agreement terminates it shall thereupon have no further force or effect, without any liability on the part of either Party to the other, save that such termination shall not affect the accrued
rights and obligations of the Parties at the date of termination in respect of any prior breach. 



	10.2
	Seller's right to terminate



	10.2.1
	Seller may, by written notice served to Buyer on the date and in the conditions specified below, terminate this Agreement if the
Court annuls the Commission's Decision (the "Termination Right").



	10.2.2
	As a consideration to the Termination Right as set out above, Seller shall pay to Buyer upon exercise of such a right:



	(a)
	€100,000,000
(one hundred million euros) (the "Termination Fee"); plus



	(b)
	all
fees and expenses (plus VAT, if applicable) incurred by Buyer, its affiliates, its direct and indirect shareholders (and their respective affiliates) prior to and until the
Termination Date in connection with the acquisition of Legrand and its financing (including, as the case may be, amounts paid or to be paid pursuant to the Undertaking under section 8.9) (the
"Fees and Expenses") subject to a cap of €80,000,000 (eighty million euros) on the Fees and Expenses; the Fees and Expenses shall be
supported by corresponding invoices or other supporting documentary evidence. 









15





 









The
Termination Fee and the Fees and Expenses shall be paid without any set off. 



	10.2.3
	To be validly exercised, the Termination Right shall be:



	(a)
	exercised
by written notice served to Buyer no later than 5 December 2002 (the "Termination Date"); and



	(b)
	accompanied
with the payment on the Termination Date of the Termination Fee and the Fees and Expenses, to the extent of the amount of Fees and Expenses communicated to Seller prior to
the Termination Date, (less the amounts paid or to be paid pursuant to the Undertaking) by delivery to Buyer of a banker's draft ("chèque de
banque") or, as requested by Buyer, by wire transfer to the account designated by Buyer with value on the Termination Date. 










If
the Fees and Expenses are not fully ascertained on the Termination Date or if all the Fees and Expenses have not been communicated to Seller prior to the Termination Date, the balance shall be paid
by Seller within five (5) Business Days from the request from Buyer, together with the corresponding invoices or other documentary evidence supporting the amount of Fees and Expenses for which
payment is requested. 




	10.3
	Buyer's right to terminate 



Buyer
may, by written notice served to Seller at or prior to the Closing Date, terminate this Agreement: 


	(a)
	if
any fact(s) or event(s) (other than a deterioration in the economy generally), occur(s) during the period from (and including) the date hereof to (and including) the Closing Date,
which, individually or in the aggregate, have or would reasonably be expected to have a material adverse effect on the financial condition, turnover, results, assets, property, business or long term
prospects of the Legrand Group ("Business MAC"), or if the Banks notify Buyer that they terminate the Facilities based on the occurrence of a Business
MAC (as defined above); or



	(b)
	if
there occurs at or prior to the Closing Date a material adverse change or deterioration in financial, banking or capital markets conditions such that the syndication of two thirds
(or any part thereof) of the Facilities is or would reasonably be expected to be materially affected ("Market MAC"), or if the Banks notify Buyer that
they terminate the Facilities based on the occurrence of a Market MAC (as defined above). 







11    WAIVER—REQUIREMENT OF WRITING  



This
Agreement cannot be changed or any performance, term or condition waived in whole or in part except by a written document signed by the party against whom enforcement of the change or waiver is
sought. Any term or condition of this Agreement may be waived at any time by the party hereto entitled to the benefit thereof and any term or condition may be modified at any time by an agreement in
writing executed by Seller and Buyer. 




12    ASSIGNMENT  



This
Agreement may not be assigned by Buyer without the prior written consent of Seller except for the assignment (by way of  "délégation" or any other means) of the rights of Buyer (including
the benefit of the representations and warranties,
covenants and possible indemnification) under this Agreement to banks, mutual funds, mezzanine funds and any other financing institutions providing the Financing (or to whom the Financing may be
transferred or syndicated prior to or following the Closing), it being understood that such authorised assignment shall not increase Seller's obligations under this Agreement. Seller agrees to execute
any deed or other documents requested to be executed by Buyer, Seller and the banks for the purpose of such delegation. 



16





 

Furthermore,
Buyer may also, without the consent of Seller, assign to any company and in which Buyer owns more than 50% of the share capital and voting rights (used specifically for the acquisition of
the Shares) its rights and obligations under this Agreement, provided that until Closing takes place Buyer shall remain jointly and severally liable with the obligations of the assignee and that there
shall be no minority shareholders in such company the identity of which may affect the fulfilment of the conditions precedents set forth in Section 3.1 (b) and 3.2 (a). 




13    MISCELLANEOUS  



	13.1
	Notices 



Any
notice, request, consent, waiver or other communication required or permitted hereunder shall be effective only if it is in writing and personally delivered or sent by certified or registered
mail, postage prepaid, return receipt requested, addressed as follows: 


if
to Seller: 


Mr
Juan Pedro Salazar

c/o Schneider Electric S.A.

43/45 boulevard Franklin Roosevelt

92504 Rueil Malmaison

France

Fax: +33 1 41 29 71 97

E-mail: pedro_salazar@mail.schneider.fr 


if
to Buyer: 


Mr
Arnaud Desclèves

c/o Wendel Investissement

89, rue Taitbout

75009 Paris

France

Fax: +33 1 55 31 79 30

E-mail: a.descleves@cgip.fr 


Mr
Edward A. Gilhuly and Mr Domnin de Kerdaniel

c/o Kohlberg Kravis Roberts & Co. Ltd

Stirling Square

London SW1 Y5AD

Fax: +44 (0) 207376 2941

E-mail: gilhn@kkr.com

E-mail: domnin@kkr.com 


or
such other person or address as the addressee may have specified in a notice duly given to the sender as provided herein. Such notice or communication shall be deemed to have been given as of the
date of receipt thereof. 


All
notices shall be delivered in English. 



	13.2
	Integration—Amendment 





This
Agreement (including the Annexes attached hereto) constitutes the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior agreements and
understanding, whether oral or written, relating to the subject matter hereof between Seller and Buyer (or any other parties acting on behalf or for the account of Seller or Buyer). The terms of this
Agreement cannot be changed, modified, released or discharged orally. 




17





 



	13.3
	Confidentiality



	13.3.1
	The Parties acknowledge and agree that all confidentiality agreements signed by Buyer, any of its direct or indirect shareholders,
any of the financing sources and any of their respective directors, employees, advisers and other representatives (the "Signatories"), in each case,
with the Seller, shall cease to have any force or effect as from the Closing Date and that as of such date Seller shall, to the extent permitted by such confidentiality agreement, assign to Buyer the
benefit of all such confidentiality agreements and other confidentiality agreements signed by Seller with any other persons in relation to the disposal process of the Legrand Group. 









Seller
hereby agrees, as from the date hereof, to release the Signatories from their obligations under the above confidentiality agreements to the extent necessary or advisable for Buyer to perform
its obligations and benefit from its rights hereunder and for the financing of the acquisition of the Shares and the refinancing of the Legrand Group, including (without limitation) the issue of the
High Yield Bonds (as described in section 8.1 and the syndication of the Facilities). 




	13.3.2
	Seller undertakes to keep, and shall procure that its affiliates, advisers, agents or other representatives keep, strictly
confidential and not use any information of a confidential nature concerning Legrand and/or any of its Subsidiaries which is in Seller's possession or under Seller's control and, upon the request of
Buyer, shall forthwith return to Buyer or destroy all such information to Buyer, without keeping any copies thereof. 





The
provisions of this section 13.3.2, which shall terminate two (2) years after the Closing Date or, if applicable, at the date Seller exercises its Termination Right pursuant to
section 10.2.1 herein above, are not applicable to information which: 


	(a)
	at
the date of its communication to Seller or at any time after such date, is in the public domain other than by virtue of communication by Seller or its affiliates, advisers, agents
or other representatives in breach of Seller's obligations pursuant to this section 13.3.2, or was independently developed by Seller;



	(b)
	may
be communicated to Seller as non-confidential by any person other than Buyer, on conditions that such person is not bound by any confidentiality undertaking granted to
Buyer or to Legrand;



	(c)
	shall
be disclosed following any written request from any judicial or administrative authority, provided that Seller is legally compelled to comply with such request.


 




	13.4
	No Claim 




Subject
to Closing: 


Seller
waives any and all claims that it and/or any of its affiliates may have against the Legrand Group or the Key Employees arising out of, or in connection with, the acquisition of Legrand by
Seller. 


Furthermore,
to the extent that Seller and/or its affiliates are aware of such claims, Seller waives, and procure that its affiliates waive, any and all claims, which it, or any of its affiliates, may
have against the Legrand Group or the Key Employees arising out of, or in connection with, events or circumstances occurring at or prior to the Closing Date, except for claims arising in the ordinary
and normal course of the business relationships between Seller and Legrand, such as claims concerning intellectual property or defective products matters. 



Buyer
shall cause Legrand to waive all any and all claims that it and/or any of its affiliates and/or its Key Employees may have against the Schneider Group or the Key Employees of the Schneider Group
arising out of, or in connection with, the acquisition of Legrand by Seller. 




18





 





	13.5
	Applicable Law 



This
Agreement shall be construed and interpreted in accordance with, and governed by, French Law. 



	13.6
	Time Periods 





When
calculating the period of time within which or following which any act is to be done or step taken, the date which is the reference day in calculating such period shall be excluded and if the
last day of such period is not a Business Day, the period shall end on the next day which is a Business Day. 



	13.7
	Settlement of Disputes 





The
Parties shall use their best efforts to resolve any possible dispute hereunder on an amicable basis. In the absence of such an amicable solution within 30 days following receipt of any
notice of dispute, all disputes arising out or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the Paris Commercial Court ("Tribunal de
Commerce de Paris"). 



	13.8
	Headings 



The
headings in this Agreement are included for convenience of reference only and shall not in any way affect the meaning or interpretation of this Agreement. 



	13.9
	Subject to the provisions of section 10.2.2, each Party to this Agreement shall pay its own costs and expenses (including but
not limited to all legal, accounting and other fees) relating to the Agreement, the negotiations thereof and the transactions contemplated by the Agreement. It is however agreed between the Parties
that, upon presentation of a duly justified invoice, Buyer shall pay the fees charged by PriceWaterhouseCoopers for the special due diligence report mentioned in the preamble to this Agreement,
provided that such fees do not exceed two million seven hundred thousand euros



	13.10
	The Parties shall jointly decide on the timing and wording of any communications by which the employees, other third parties and the
public shall be informed about the change of control of Legrand.



	13.11
	If any provision of this Agreement is held to be invalid or unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the Parties to the Agreement to the fullest extent possible. In any event, all other provisions of this Agreement shall be deemed valid and enforceable to
the fullest extent possible. 




The
Parties have signed this Agreement at Paris, in 3 original counterparts on the day and date first above written. 



	For and on behalf	 	For and on behalf
	

of Schneider Electric S.A.	
 	

of Lumina Parent S.À.R.L.

  
	

Mr Juan Pedro Salazar	
 	

Mr Arnaud Desclèves and
	

 	
 	

Mr Domnin de Kerdaniel




19









QuickLinks



Exhibit 10.1