EX-101 INSTANCE DOCUMENT

AGZ HOLDING, a société anonyme, incorporated under the laws of France under registration number 413 765 108 RCS Nanterre, with registered capital of euro 35,905,326.00, and having its registered office at Immeuble Les Renardières, 3 Place de Saverne, 92400 Courbevoie, and represented by duly authorised signatories for the purpose of this agreement (the “Parent”);

ANTARGAZ, a société anonyme, incorporated under the laws of France under registration number 572 126 043 RCS Nanterre, with registered capital of euro 3,935,349.00, and having its registered office at Immeuble Les Renardières, 3 Place de Saverne, 92400 Courbevoie, and represented by duly authorised signatories for the purpose of this agreement (“Antargaz”);

BNP PARIBAS, a société anonyme, incorporated under the laws of France under registration number 662 042 449 RCS Paris, with registered capital of euro 2,397,320,312.00, and having its registered office at 16, boulevard des Italiens, 75009 Paris, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger and Bookrunner”);

CAISSE REGIONALE DE CREDIT AGRICOLE MUTUEL DE PARIS ET D’ILE DE FRANCE, a société coopérative, incorporated under the laws of France under registration number 775 665 615 RCS Paris, a credit institution and brokerage insurance firm registered with the Register of the Intermediaries in Insurances under number 07 008 015, and having its registered office at 26 quai de la Rapée, 75012 Paris, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger and Bookrunner”);

CREDIT LYONNAIS, a société anonyme à conseil d’administration, incorporated under the laws of France under registration number 954 509 741 RCS Lyon, with registered capital of euro 1,847,860,375.00, and having its registered office at 18, rue de la République, 69002 Lyon, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger and Bookrunner”);

NATIXIS, a société anonyme, incorporated under the laws of France under registration number 542 044 524 RCS Paris, with registered capital of euro 4,653,020,308.80, having its registered office at 30, avenue Pierre Mendès France 75013 Paris, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger and Bookrunner”);

BARCLAYS BANK PLC, a company incorporated under the laws of England and Wales under registration number 1026167, with registered capital of sterling 3,040,001,000, having its registered office at 1 Churchill Place, London E14 5HP, United Kingdom, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger”);

BANQUE COMMERCIALE POUR LE MARCHE DE L’ENTREPRISE, a société anonyme à directoire et conseil de surveillance, incorporated under the laws of France under registration number 378 398 911 RCS Brest, with registered capital of euro 330,000,000, having its registered office at 1 allée Louis Lichou 29480 Le Relecq-Kerhuon France, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger”);

ING BELGIUM SA, SUCCURSALE EN FRANCE, incorporated under registration number 490 100 260, having its main office at Coeur Défense, Tour A, Place de la Défense, 90-102 avenue du Général de Gaulle, 92400 Courbevoie, France, a branch of ING Belgium SA/NV, with capital of euro 2,350,000,000, having its registered office at Marnix 24, B-1000 Brussels, registered with the Brussels register under number 0403 200 393, and represented by duly authorised signatories for the purpose of this agreement (a “Mandated Lead Arranger”);

BANCO BILBAO VIZCAYA ARGENTARIA, a société anonyme, incorporated under the laws of the Kingdom of Spainacting through its Paris Branch under registered number 349 358 887 RCS Paris, with registered capital of 1,523,867,581.08 euros, and having its registered office at 29, Avenue de l’Opéra 75001 Paris, France, and represented by duly authorised signatories for the purpose of this agreement (an “Arranger”);

CREDIT DU NORD, a société anonyme, incorporated under the laws of France under registration number 456 504 851 RCS Lille, with registered capital of euro 890,263,248.00, having its registered office at 28 place Rihour 59000 Lille, and represented by duly authorised signatories for the purpose of this agreement (an “Arranger”);

HSBC FRANCE, a société anonyme, incorporated under the laws of France under registration number 775 670 284 RCS Paris, with registered capital of euro 337,189,100, having its registered office at 103, avenue des Champs-Elysées, 75419 Paris, France, and represented by duly authorised signatories for the purpose of this agreement (an “Arranger”);

CREDIT SUISSE INTERNATIONAL, a company incorporated under the laws of England and Wales under registration number 02500199, having its registered office at One Cabot Square, London, UK E14 4QJ, and represented by duly authorised signatories for the purpose of this agreement (an “Arranger”);

BRED BANQUE POPULAIRE, a société anonyme coopérative de Banque Populaire, incorporated under the laws of France under registration number 552 091 795 RCS Paris, with registered capital of euro 432,487,500.00, having its registered office at 18 quai de la Rapée 75012 Paris, and represented by duly authorised signatories for the purpose of this agreement (an “Arranger”);

BANQUE PALATINE, a société anonyme à directoire et conseil de surveillance, incorporated under the laws of France under registration number 542 104 245 RCS Paris, with registered capital of euro 538,802,680.00, having its registered office at 42 rue d’Anjou 75008 Paris, and represented by duly authorised signatories for the purpose of this agreement (an “Arranger”);

THE FINANCIAL INSTITUTIONS listed in schedule 1 as Lenders;

NATIXIS in its capacity as coordinator (the “Coordinator”);

NATIXIS in its capacity as facility agent for the Lenders under the Finance Documents (the “Facility Agent”); and

NATIXIS in its capacity as agent for the Finance Parties under the Security Documents (the “Security Agent”).

the period starting on the Signing Date and ending 5 Business Days after the Signing Date (inclusive) in the case of the Term Facility, and

the period starting on the day after the First Drawdown Date and ending one month before the Revolving Facility Repayment Date in the case of the Revolving Facility;

before any deduction of corporation tax or other Taxes on income or gains;

before any deduction for Interest Payable;

after deducting (to the extent otherwise included) Interest Receivable;

excluding extraordinary items;

after deducting (to the extent otherwise included) the amount of profit (or adding back the amount of loss) of:

any Group Company (other than the Parent) which is attributable to any third party (other than a Group Company) which is a shareholder in that Group Company; and

any company or other person which is not a Group Company but whose profits or losses are taken into account in the calculation of the consolidated profit of the Group for that Testing Period;

after adding back or deducting, as the case may be, the amount of any loss or gain against book value arising on a disposal of any asset (other than stock disposed of in the ordinary course of trading) during that Testing Period, to the extent included in arriving at EBITDA for that Testing Period;

before deducting amortisation of any goodwill or any intangible assets;

before deducting any depreciation on fixed assets;

before amortisation of any Refinancing Costs; and

after adding back or deducting, as the case may be, the variation of any provision during that Testing Period which does not have any cash impact;

the overnight rate per annum calculated by the European Banking Federation for the relevant Business Day which appears on Reuters EONIA page (or any replacement page on that service) or any other service which displays such rate which the Facility Agent, after consultation with the Lenders and the Parent, selects; or

if the rate referred to in paragraph (a) above is not available for that Business Day, the arithmetic mean of the rates (rounded upwards to four decimals places) as supplied to the Facility Agent at its request quoted by the Reference Banks to the leading banks in the European interbank market; at or about 7.00 pm (Brussels time) on such day for offering of deposits in Euro for the period from one Business Day to the immediately following Business Day;

any money borrowed (including any overdraft and amounts borrowed under this agreement);

any debenture, bond (other than (i) any performance bond issued in the ordinary course of trading by one Group Company in relation to the obligations of another Group Company or (ii) any customs guaranty (caution douanière)), note or loan stock or other similar instrument;

any acceptance or documentary credit;

any receivable sold or discounted (other than to the Security Agent pursuant to any Security Document) provided that, for the purposes of any calculation of the amount of Financial Indebtedness, the amount of indebtedness to be taken into account under this paragraph (d) will be the amount of the consideration received by the relevant Group Company for the sale or discounting of the relevant receivable;

the purchase price of any asset or service to the extent payable by a Group Company after the time of sale or delivery to a Group Company, where the deferred payment is:

arranged as a method of raising vendor financing; and

paid more than six months after the sale or delivery date;

the sale price of any asset or service to the extent paid before the time of sale or delivery by the Group Company liable to effect that sale or delivery, where the advance payment is arranged as a method of raising finance;

any finance lease, hire purchase, credit sale or conditional sale agreement which in each case would be treated as such in accordance with French GAAP;

Derivative Instruments (provided that, for the purpose of any calculation of the amount of Financial Indebtedness to be taken into account under this paragraph (h) in respect of the relevant Derivative Instrument, that amount shall be the net amount of the payment obligations outstanding from the relevant Group Company under that Derivative Instrument, less the amount of any margin then placed by that Group Company with the relevant counterparty in connection with that Derivative Instrument);

any amount payable by any Obligor in relation to the reduction of any share capital or redemption of any securities issued by it or any other Group Company, other than amounts payable to another Obligor;

any amount raised under any other transaction having the commercial effect of a borrowing (other than refundable deposits payable and consigned containers accrual liability);

any disposal of receivables by way of securitisation, factoring or otherwise; or

any guarantee issued by a Group Company of indebtedness of any person of a type referred to in paragraphs (a) to (k) (inclusive) above;

for the avoidance of doubt, the amount of indebtedness to be taken into account for the purpose of any calculation of the amount of Financial Indebtedness shall not double-count guarantees granted by any Group Company in respect of Financial Indebtedness incurred by any Group Company and will not include guarantees of obligations incurred by any Group Company which obligations do not constitute indebtedness of a type referred to in paragraphs (a) to (j) (inclusive) above;

the interest element of finance leases;

discount and acceptance fees payable (or deducted) in relation to any Financial Indebtedness;

fees payable in connection with the issue or maintenance of any bond, letter of credit, guarantee or other assurance against financial loss which constitutes Financial Indebtedness and is issued by a third party on behalf of a Group Company (but excluding Refinancing Costs);

repayment and prepayment premiums payable or incurred in repaying or prepaying any Financial Indebtedness; and

commitment, utilisation and non-utilisation fees payable or incurred in relation to Financial Indebtedness (but excluding Refinancing Costs);

Interest accrued (whether or not paid or capitalised) during the relevant Testing Period; and

the amount of the discount element of any Financial Indebtedness amortised during that Testing Period,

any amount advanced, lent, contributed or subscribed for, or otherwise invested in, a Joint Venture by any Group Company during any Financial Year;

the market value of any asset transferred (other than by way of a transfer otherwise permitted under this agreement) or contributed to a Joint Venture by any Group Company during any Financial Year; and

the maximum liability under any guarantee given by any Group Company during any Financial Year in respect of any Financial Indebtedness incurred (whether by way of guarantee or otherwise) by a Joint Venture;

Lenders whose aggregate Commitments at that time aggregate more than 66.66 per cent. of the Total Commitments at that time; or

if the Total Commitments have at that time been reduced to zero, Lenders whose Commitments aggregated more than 66.66 per cent. of the Total Commitments immediately before the relevant reduction;

in relation to the Term Facility, 2.25 per cent. per annum, subject to clause 6.6 (Margin adjustment);

in relation to the Revolving Facility, 2.25 per cent. per annum, subject to clause 6.6 (Margin adjustment);

which is materially adverse to:

the business, assets or financial condition of the Group (taken as a whole); or

the ability of an Obligor to perform any of its obligations under clause 17.11 (Financial Covenant — Modified Leverage Ratio) or any of its payment obligations under any Finance Document; or

which results in any Security Document not providing to any of the beneficiaries of such Security Document security over the assets expressed to be secured under that Security Document or which materially affects the quality or value of the security expressed to be provided for under that Security Document;

in the case of any finance lease only the capitalised value of that finance lease (as determined in accordance with the Approved Accounting Principles) shall be included;

in the case of any guarantee referred to in the definition of Financial Indebtedness in clause 1.1 (Definitions), the amount of that guarantee shall not be included (i) if such guarantee is permitted under paragraph (v) of clause 17.5(b) (Guarantees) or (ii) to the extent it relates to (a) indebtedness of another Group Company already included in the calculation of Total Net Debt;

any Financial Indebtedness arising under any Permitted Equity Injection (including under paragraph (b) of clause 4.6 (Shareholder Undertakings) of the Intercreditor Agreement) granted by UGI Corporation or any of its Subsidiaries which is fully subordinated shall be excluded;

in relation to the Parent, the audited financial statements and consolidated financial statements of the Group for the Financial Year ending 30 September 2010; and

in relation to Antargaz, its audited financial statements for its Financial Year ending 30 September 2010;

the company or the business which is the subject of the Proposed Acquisition carries on a similar or complementary business to that carried on by the Group;

the chief financial officer (or any board member) of the Parent certifies to the Lenders (such certificate to contain calculations in reasonable detail) that the Leverage Ratio as calculated on a pro forma basis (taking into account the Proposed Acquisition and quantifiable synergies from the Proposed Acquisition, such as purchasing synergies) on the Testing Date which immediately precedes the date on which the Proposed Acquisition is completed, shall not be greater than 3.5x;

is for the time being participating in that Drawing through a branch, agency or Affiliate in the jurisdiction of residence of that Borrower; or

is resident in a country with which the jurisdiction of residence of the Borrower has an appropriate double taxation treaty which, under its terms, provides at the date on which that bank or financial institution becomes a Lender for full relief from that jurisdiction’s income tax on that jurisdiction’s source interest for an entity such as that bank or other financial institution when acting through the branch, agency of Affiliate through which it is acting for the purposes of that Drawing;

in relation to a Lender identified in schedule 1, the amount set opposite its name under the heading “Revolving Commitment” in schedule 1 and the amount of any other Revolving Commitment transferred to it under this agreement; or

in relation to any other Lender, the amount of any Revolving Commitment transferred to it under this agreement,

the persons identified in schedule 1 as participating in the Revolving Facility; and

each Transferee which has become a party to this agreement in relation to the Revolving Facility in accordance with clause 24 (Changes to parties),

an entity of which a company or other entity has from time to time direct or indirect control (as defined in article L.233-3 paragraphs I and II of the French Commercial Code (as in force at the date of this agreement)); or

any other company or other entity in respect of which, in accordance with the Approved Accounting Principles, the assets, liabilities, income and expenses are added to those of the Parent in accordance with the full consolidation method for the purposes of the preparation of consolidated financial statements of the Parent;

in relation to a Lender identified in schedule 1, the amount set opposite its name under the heading “Term Commitment” in schedule 1 and the amount of any other Term Commitment transferred to it under this agreement; or

in relation to any other Lender, the amount of any Term Commitment transferred to it under this agreement,

the persons identified in schedule 1 as participating in the Term Facility; and

each Transferee which has become a party to this agreement in relation to the Term Facility in accordance with clause 24 (Changes to parties),

in the case of any finance lease only the capitalised value of that finance lease (as determined in accordance with the Approved Accounting Principles) shall be included;

in the case of any guarantee referred to in the definition of Financial Indebtedness in clause 1.1 (Definitions), the amount of that guarantee shall not be included (i) if such guarantee is permitted under paragraph (v) of clause 17.5(b) (Guarantees) or (ii) to the extent it relates to (a) indebtedness of another Group Company already included in the calculation of Total Net Debt; and

any Financial Indebtedness arising under any Permitted Equity Injection (including under paragraph (b) of clause 4.6 (Shareholder Undertakings) of the Intercreditor Agreement) granted by UGI Corporation or any of its Subsidiaries which is fully subordinated shall be excluded;

a document being “in the agreed form” means in a form agreed between the Parent and the Facility Agent;

an “agreement” includes any legally binding arrangement, concession, contract, deed or franchise (in each case whether oral or written);

an “amendment” includes any amendment, supplement, variation, novation, modification, replacement or restatement and “amend”, “amending” and “amended” shall be construed accordingly;

“assets” includes property, business, undertaking and rights of every kind, present, future and contingent (including uncalled share capital) and every kind of interest in an asset;

a “consent” includes an authorisation, approval, exemption, licence, order, permission or waiver;

a “filing” includes any filing, registration, recording or notice;

a “guarantee” includes:

an indemnity;

a cautionnement simple, a cautionnement solidaire and a garantie autonome; and

any other obligation (whatever called) of any person:

to pay, purchase, provide funds (whether by the advance of money, the purchase of or subscription for shares or other investments, the purchase of assets or services, the making of payments under an agreement or otherwise) for the payment of, indemnify against the consequences of default in the payment of, or otherwise be responsible for, any indebtedness of any other person; or

to be responsible for the performance of any obligations by or the solvency of any other person,

“including” means including without limitation and “includes” and “included” shall be construed accordingly;

“indebtedness” includes any obligation (whether incurred as principal, guarantor or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

“losses” includes losses, actions, damages, claims, proceedings, costs, demands, expenses (including fees) and liabilities and “loss” shall be construed accordingly;

a “month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

if any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day in the same calendar month or, if none, on the preceding Business Day; and

if a period starts on the last Business Day in a calendar month, or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month,

a “person” includes any person, individual, firm, company, corporation, government, state or agency of a state or any undertaking or other association (whether or not having separate legal personality) or any two or more of the foregoing;

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental body, agency, department or regulatory, self-regulatory or other authority or organisation; and

the “winding-up” of any person includes its dissolution and/or termination and/or any equivalent or analogous proceedings under the law of any jurisdiction in which that person is incorporated, registered, established or carries on business or to which that person is subject.

a reference to any person is, where relevant, deemed to be a reference to or to include, as appropriate, that person’s successors and permitted assignees or transferees;

references to clauses and schedules are references to, respectively, clauses of and schedules to this agreement and references to this agreement include its schedules;

a reference to (or to any specified provision of) any agreement or document (including the Finance Documents) is to be construed as a reference to that agreement or document (or that provision) as it may be amended from time to time, but excluding for this purpose any amendment which is contrary to any provision of any Finance Document;

a reference to a statute, statutory instrument or accounting standard or any provision thereof is to be construed as a reference to that statute, statutory instrument or accounting standard or such provision thereof, as it may be amended or re-enacted from time to time;

a time of day is a reference to Paris time;

the index to and the headings in this agreement are inserted for convenience only and are to be ignored in construing this agreement; and

words importing the plural shall include the singular and vice versa.

the Term Lenders agree to make available to the Parent, a term loan facility in a maximum aggregate principal amount not exceeding EUR 380,000,000, which shall be available by way of a single Term Advance in Euro;

the Revolving Lenders agree to make available to the Borrowers a revolving credit facility in a maximum aggregate principal amount not exceeding EUR 40,000,000, which shall be available by way of Revolving Advances in Euro.

The proceeds of the Term Advance shall be applied in or towards the Refinancing.

The proceeds of the Revolving Advances shall be used for the working capital requirements and other general corporate purposes of Group Companies arising after the First Drawdown Date.

No Finance Party shall be obliged to enquire about, or be responsible for, the use or application of amounts borrowed under this agreement.

executing and delivering on its behalf any agreement or document capable of being entered into by that Obligor under or in connection with the Finance Documents;

giving and receiving any notice or instruction under or in connection with any Finance Document (including any Drawdown Request); and

agreeing and executing all consents, waivers, agreements and amendments (however fundamental and notwithstanding any increase in obligations of or other effect on an Obligor) entered into in connection with the Finance Documents (including confirmation of continuation of guarantee obligations in connection with any amendment or consent in relation to the Facilities).

each relevant Lender will participate in the Term Advance in the proportion which its Term Commitment bears to the Total Commitments in relation to the Term Facility as at the relevant Drawdown Date; and

each Revolving Lender will participate in each Drawing of the Revolving Facility in the proportion which its Revolving Commitment bears to the Total Commitments in relation to the Revolving Facility as at the relevant Drawdown Date.

Each Lender will participate in each Drawing through its Lending Office.

If any Lender changes its Lending Office for the purpose of the Facilities, that Lender will, as soon as reasonably practicable after that change, notify it to the Facility Agent and the Parent and, until it does so, the Agents and the Parent will be entitled to assume that no such change has taken place.

Any Lender may nominate a different Lending Office for the purposes of making a particular Drawing or a particular type of Drawing to an Obligor in which event such Lending Office shall be, for the purposes of this agreement, its Lending Office for that Drawing or type of Drawing but not otherwise.

The rights and obligations of each of the Finance Parties under the Finance Documents are several (conjointes mais non solidaires). The failure by a Finance Party to comply with its obligations under any Finance Document shall not:

result in any other Finance Party incurring any liability; or

relieve any Obligor or any other Finance Party from its obligations under the Finance Documents.

Subject to the other provisions of the Finance Documents, each Finance Party has the right to protect and enforce its rights arising out of the Finance Documents and it will not be necessary for any other Finance Party to be joined as an additional party in any proceedings brought for the purpose of protecting or enforcing those rights.

On or before the Signing Date, the Facility Agent shall have received the documents and information specified in part I of schedule 3 (Documentary Conditions Precedent) in form and substance satisfactory to it (acting reasonably).

The Lenders shall not be under any obligation to make the first Drawing available to any Borrower unless:

the Facility Agent has received all of the documents and information specified in part II of schedule 3 (Documentary Conditions Precedent) in form and substance satisfactory to it (acting reasonably) (or the Facility Agent is satisfied that, immediately after the making of the Term Advance to be made on the First Drawdown Date, it will receive those documents and that information in form and substance satisfactory to it (acting reasonably)); and

the relevant funds are available in the relevant money markets to make the relevant Drawing available.

all the Commitments will automatically be cancelled; and

the Lenders will cease to have any obligation to make any Drawing available.

no Default has occurred and is continuing or will occur as a result of making that Drawing;

the representations and warranties set out in clause 16 (Representations and Warranties) which are made or repeated on those dates are true and accurate in all material respects by reference to the facts and circumstances then subsisting and will remain true and accurate in all material respects immediately after that Drawing is made; and

the relevant funds are available in the relevant money markets to make the relevant Drawing available.

either of the conditions specified in clause 4.3(a) or (b) (Additional conditions precedent to Drawings) is not satisfied on the Drawdown Date for the new Revolving Advance;

the amount of the Rollover Advance does not exceed the amount of an existing Revolving Advance (the “existing Revolving Advance”) which is due to be repaid on the Drawdown Date of the new Revolving Advance; and

the proceeds of the Rollover Advance are applied in repaying all or part of the existing Revolving Advance,

in relation to the Term Facility, no later than (i) 10.00 a.m. on the First Drawdown Date if this date is the Signing Date or (ii) 11.00 a.m. three Business Days before the First Drawdown Date if this date occurs after the Signing Date; and

in relation to the Revolving Facility, no later than 11:00 a.m. three Business Days before the proposed Drawdown Date.

which Facility is to be utilised;

the identity of the Borrower;

the proposed Drawdown Date, which must be a Business Day during the relevant Availability Period;

the amount of that Advance, which must:

in the case of the Term Advance, be an amount in Euro equal to the undrawn Term Commitments;

in the case of a Revolving Advance, be in an amount in Euro equal to or less than the undrawn portion of the Total Commitments in relation to the Revolving Facility and, if less, a minimum of EUR 2,500,000 and an integral multiple of EUR 500,000;

the duration of the Interest Period applicable to the Revolving Advance or the first Interest Period applicable to the relevant Term Advance (as the case may be), which must comply with clause 7 (Selection of Interest Periods); and

details of the payee and the account to which the proceeds of the Drawing are to be paid.

A Drawdown Request once given may not be withdrawn or revoked.

No more than one Term Advance in respect of the Term Facility may be borrowed.

No more than one Drawing of the Revolving Facility may be requested in any period of five consecutive Business Days and not more than three Drawings of the Revolving Facility may be borrowed in any calendar month. No more than eight Revolving Advances (or any higher number agreed by the Facility Agent) may be outstanding at any one time.

No Revolving Advance may be borrowed unless the Term Advance has been, or is being, advanced in full on or before the proposed Drawdown Date of the relevant Revolving Advance.

the amount in Euro of that Drawing (determined as at or about 11:00 am three Business Days prior to the relevant Drawing Date); and

each existing Revolving Advance denominated in Euro which will be outstanding on the relevant Drawing Date,

the Margin for that Advance;

(i) EURIBOR for that Advance during that Interest Period, (ii) EONIA for the purpose of the first Interest Period for the Term Advance or (iii) the interest rate per annum equal to a linear interpolation of one-week EURIBOR and two-week EURIBOR (calculated on the basis of a 360 day year), for the purpose of the second Interest Period for the Term Advance; and

any applicable Mandatory Cost.

where the overdue amount is principal which has become due and payable before the expiry of the relevant Interest Period, the rate applicable to that principal immediately before the date it fell due (but only for the period from that due date to the end of the relevant Interest Period); or

in any other case (including principal falling within clause 6.4(a) once the relevant Interest Period has expired), the rate which would be payable if the overdue amount was an Advance made for a period equal to the period of non-payment divided into successive Interest Periods of a duration selected by the Facility Agent (each a “Default Interest Period”).

if that amount comprises principal or interest or any other amount due in relation to a Facility, the Margin relating to that Facility; or

if that amount is not properly attributable to a Facility, the Margin under the Term Facility.

Subject to clauses 6.6(b) to (d) (inclusive), if at any time on or after the second Testing Date the Annual Accounts or the Half-Year Accounts (as the case may be) as at the most recent Accounting Half-Year end date show that, for the 12 month period ending on such date, the ratio of Total Net Debt at the end of such period to EBITDA for such period is:

equal to or greater than 3.25:1, the Margin applicable to the Term Facility and the Revolving Facility will be 2.50 per cent. per annum;

less than 3.25:1 but equal to or greater than 2.75:1, the Margin applicable to the Term Facility and the Revolving Facility will be 2.25 per cent. per annum;

less than 2.75:1 but equal to or greater than 2.25:1, the Margin applicable to the Term Facility and the Revolving Facility will be 2.00 per cent. per annum;

less than 2.25:1, the Margin applicable to the Term Facility and the Revolving Facility will be 1.75 per cent. per annum.

Any change in the Margin under clause 6.6(a) shall take effect during (but only during) the period, as from the second Testing Date, from (and including) the date on which the Facility Agent has received the Annual Accounts or Half-Year Accounts, as the case may be (the “Accounts”) (together with the corresponding compliance certificates in accordance with clause 17.10(c) (Compliance certificates)) until (but excluding) the date (an “Adjustment Date”) which is the date on which the Facility Agent receives the Accounts as at the end date of the immediately following Accounting Half Year (together with the corresponding compliance certificate in accordance with clause 17.10(c) (Compliance certificates)). On each Adjustment Date, the Margin applicable to the Term Facility and the Revolving Facility shall be determined in accordance with paragraph (a) of this clause 6.6.

No decrease in the Margin shall take effect if an Event of Default is outstanding. If an Event of Default occurs and for so long as it is continuing, the Margin applicable to the Term Facility and the Revolving Facility shall immediately return to (if it is not already) 2.50 per cent. per annum, until the time when such Event of Default is waived or otherwise ceases to be outstanding (when the Margin will again be determined in accordance with this clause 6.6 on the basis of the most recently delivered Compliance Certificate).

If:

 

the Margin is decreased in accordance with this clause 6.6 by reference to Half-Year Accounts; or

Half-Year Accounts indicate that no increase in the Margin is required; and

subsequent Annual Accounts show that the Half-Year Accounts were erroneous or incomplete and as a result the margin should have been higher than the level shown by those Half-Year Accounts,

Subject to the other provisions of this agreement, each Interest Period for the Term Advance shall be one, two, three or six months as notified by the relevant Borrower to the Facility Agent no later than 11:00 am three Business Days before the start of that Interest Period (or any other period to which the Facility Agent (acting on the instructions of all the Lenders) may agree).

The first Interest Period for the Term Advance will start on its Drawdown Date and shall last for a period of three Business Days. The second Interest Period shall start on the last day of the first Interest Period and shall end on 31 March 2011 (inclusive). Each subsequent Interest Period for the Term Advance will start on the last day of the immediately preceding Interest Period for the Term Advance.

The Parent will select Interest Periods for the Term Advance so that each Repayment Date for the Term Facility will fall on the last day of an Interest Period.

If a Borrower fails to select an Interest Period then, save as provided in this clause 7, it will be deemed to have selected a period of three months or any shorter period which is necessary to comply with the requirements of clause 7.1(c).

the Facility Agent determines that, by reason of circumstances affecting the applicable interbank market generally, adequate and fair means do not or will not exist for ascertaining EURIBOR or EONIA (as the case may be) applicable to that Affected Advance for an Interest Period; or

Lenders whose participations in that Affected Advance exceed 35 per cent. of the amount of that Affected Advance notify the Facility Agent that EURIBOR or EONIA (as the case may be) would not accurately reflect the cost to those Lenders of making or maintaining their participations in that Affected Advance for an Interest Period, the Facility Agent will give notice of that event to the Parent and the Lenders (a “Market Disruption Notice”).

The Parent shall repay the Term Advance in full by repaying the instalments (expressed in percentages of the Term Advance) specified below (each a “Repayment Instalment”) on the Repayment Dates specified below:

No amount repaid or prepaid in relation to the Term Advance may be redrawn.

Each Borrower of any Revolving Advance shall repay that Revolving Advance on its Maturity Date.

Any amount repaid under the Revolving Facility may be redrawn in accordance with clause 5 (Drawdown procedures).

On the Revolving Facility Repayment Date:

the Revolving Facility will expire and the Revolving Commitment of each Lender will be reduced to zero; and

each Borrower will repay or prepay all amounts outstanding and owed by it in relation to the Revolving Facility.

The Parent shall procure that for a period of at least 10 consecutive days during each calendar year, the total amount of all Revolving Advances, net of Cash and Cash Equivalent, shall be reduced to zero;

the Facility Agent has received no less than three Business Days’ irrevocable notice from the relevant Borrower of the proposed date and amount of the prepayment;

any partial prepayment is in a minimum amount of EUR 5,000,000 and, if greater an integral multiple of EUR 1,000,000; and

if paid other than on the last day of the Interest Period for the relevant Advance, the relevant Borrower indemnifies the Lenders under clause 26.1 (General indemnity and breakage costs).

interest on a Lender’s participation in an Advance is being calculated in accordance with clause 8.3 (Cost of funds);

a Borrower is required to pay any additional amount to a Lender under clause 12.1 (Gross up);

a Borrower is required to pay any amount to a Lender under clause 13.1 (Increased costs);

a Borrower is required to pay any amount to a Lender under clause 12.3 (Indemnity); or

the circumstance described in sub-paragraph (b)(ii) of clause 25.4 (Replacement of Lenders) arises,

on the date which is ten Business Days after the date of service of the notice, each Borrower shall prepay that Lender’s participation in all Advances drawn by it together which accrued interest on those Advances and all other amounts payable to that Lender under the Finance Documents; and

all that Lender’s Commitments shall be cancelled and reduced to zero as at the date of service of the notice.

If a Change of Control, Listing or Sale occurs:

all of the Lenders’ Commitments will immediately be cancelled and reduced to zero; and

each Borrower will immediately prepay all Advances drawn by it and all sums advanced to it.

For the purposes of this agreement:

a “Change of Control” will occur if:

UGI ceases to hold more than 50 per cent. of the equity share capital of the Parent or equity share capital having the right to cast more than 50 per cent. of the votes capable of being cast in general meetings of the Parent; or

UGI ceases after the date of this agreement to have the right to determine the composition of a majority of the board of directors (or like body) of the Parent; or

UGI ceases after the date of this agreement to have “control” (as defined in article L. 233-3 paragraphs I and II of the French Commercial Code) of the Parent;

“Listing” means a listing of all or any part of the share capital of the Parent on any investment exchange or any other sale or issue by way of flotation or public offering or any equivalent circumstances in relation to the Parent in any jurisdiction or country; and

“Sale” means a disposal (whether in a single transaction or a series of related transactions) of all or substantially all of the assets of the Group.

Subject to clauses 10.4(b) and 10.7 (Restrictions on upstreaming moneys), the Parent shall procure that the Net Proceeds of any disposal of any fixed asset exceeding EUR 300,000 (or its equivalent in other currencies) by a Group Company (other than a disposal permitted by clauses 17.3(a)(i), (ii), (iv), (v), (vi), (viii) or (ix) (Disposals) and other than to the extent that such Net Proceeds, when aggregated with the Net Proceeds of all other such sales made since the Signing Date, do not exceed EUR 20,000,000 (or its equivalent in other currencies)) are applied in prepayment of the Facilities.

Net Proceeds need not be so applied if within 360 days after receipt they are reinvested in fixed assets related to the Core Business.

All such Net Proceeds which are not applied for the purposes specified in clause 10.4 (b) will be applied, in prepaying the Term Facility on the last day of the Interest Period following the expiry of the 360 day period referred to in clause 10.4(b).

Subject to clauses 10.5(b), 10.5(c) and 10.7 (Restrictions on upstreaming moneys), if a Group Company receives any proceeds exceeding EUR 3,000,000 (or its equivalent in other currencies) as a result of making a claim under an insurance policy (other than in relation to third party liability or in relation to consequential loss policies that are actually applied to cover operating losses), the Parent shall procure that an amount equal to those proceeds (net of any applicable Tax) is applied in prepayment of the Facilities;

Any amount received or recovered as a result of making a claim under an insurance policy need not be so applied if within 360 days after receipt it is applied in reinstating, replacing, repairing or otherwise investing in assets related to the Core Business;

All such proceeds which are not applied for the purposes specified in clause 10.5(b) will be applied in prepaying the Term Facility the first day following the expiry of the 360 day period referred to in clause 10.5(b) or, if later, the last day of the Interest Period immediately following such date.

Any amount to be applied in prepayment of the Facilities under clauses 10.4 (Asset disposals) and 10.5 (Insurance claims) shall be applied by the relevant Borrower:

first to prepay the Term Facility (to be applied pro rata to each Repayment Instalment);

then, in either case, to the extent there are excess proceeds remaining after such prepayment, the outstanding amount under the Revolving Facility shall be prepaid and the corresponding Revolving Commitments shall be cancelled up to the same amount; and

then only to the extent there are excess proceeds remaining after such repayment and cancellation, the available Revolving Commitments shall be cancelled in an amount equal to that excess or to its total amount if such excess exceeds the available Revolving Commitments, such cancellation to apply to the Revolving Commitment of each Revolving Lender on a pro rata basis.

Subject to the other provisions of this agreement, the Parent shall, by notice to the Facility Agent to be received at least three Business Days before the date of any voluntary prepayment, designate on which Repayment Instalment such voluntary prepayment is to be applied.

Any amount to be applied in prepayment of the Facilities under 10.4 (Asset disposals) and 10.5 (Insurance claims) shall (except where the relevant amount has been received directly by the Parent) be limited to the aggregate of:

the sum of (1) distributable profits of the Subsidiaries of the Parent net of taxes for the latest financial year (taking into account the relevant company’s shareholding in its Subsidiaries) and (2) cash reserves distributable without incurring equalisation tax (en franchise de précompte), exceptional tax (prélèvement exceptionnel) on distributions or similar tax (if any) of the relevant Subsidiaries (taking into account the percentage of the Parent’s shareholding in the relevant Subsidiaries); and

cash held by the Parent.

Subject to clause 10.7(a), the Parent shall (within boundaries of French law and to the extent that it does not thereby incur any material adverse tax consequences) use its best endeavours to facilitate cash circulation (including early repayments of intercompany loans between Group Companies so as to permit partial prepayments of the Facilities under clauses 10.4 (Asset disposals) and 10.5 (Insurance claims) to take place. The difference between the amount to be applied in prepayment of the Facilities under clause 10.4 (Asset disposals) and/or 10.5 (Insurance claims) and the amount which can legally be prepaid under the limitations described at clause 10.7(a)(i) and (ii) shall either be deposited by the relevant Group Company on a dedicated interest bearing bank account until the payment can be made upstream to the Parent (subject to a maximum period of six months) or, if the relevant Group Company is a Borrower under the Revolving Facility and if it so elects, shall be applied towards prepayment (but not cancellation) of the amounts due by it under the Revolving Facility.

If:

any amount is required to be applied in prepayment or repayment of the Facilities under this clause 10 but, in order to be so applied, moneys need to be upstreamed or otherwise transferred from one Group Company to another Group Company to effect that prepayment or repayment; and

those moneys cannot be so upstreamed or transferred without:

breaching a financial assistance prohibition or other legal restriction applicable to a Group Company (or any of its directors); or

any Group Company incurring a material cost (whether as a result of paying additional Taxes (including, in the case of a Group Company incorporated in France, any special dividend withholding tax (précompte) or otherwise),

Provided that the Revolving Facility shall not be cancelled by application of proceeds which would otherwise give rise to mandatory prepayment of the Term Advance under any of clauses 10.3 (Sale, Change of Control and Listing), 10.4 (Asset disposals) or 10.5 (Insurance claims), the Parent may cancel the Revolving Commitments in whole or in part (but, if in part, in a minimum of EUR 5,000,000 and an integral multiple of EUR 1,000,000) at any time during the Availability Period for the Revolving Facility by giving no less than three Business Days’ irrevocable notice to the Facility Agent specifying the date and amount of the proposed cancellation and, on any cancellation of the Revolving Commitments, the amount of the Revolving Facility will be reduced accordingly. Any such cancellation shall reduce each Lender’s Revolving Commitment on a pro rata basis.

No cancellation of the Revolving Facility may be made if it would result in the aggregate of the Revolving Advances at the time of the proposed cancellation exceeding the total Revolving Commitments at such time.

Any repayment or prepayment under this agreement must be accompanied by accrued interest on the amount repaid or prepaid and any other amount then due under this agreement.

No amount prepaid or cancelled under this clause 10 may be redrawn or reinstated.

Any notice of prepayment or cancellation given under this agreement shall be irrevocable and, in the case of notice of prepayment, the Parent or the Borrower named in that notice shall be obliged to prepay (or, in the case of the Parent, to procure prepayment) in accordance with that notice.

On each date on which an Advance is to be made, each Lender shall make its participation in that Advance available to the Facility Agent on that date by payment in Euro in immediately available cleared funds to the account specified by the Facility Agent for that purpose.

The Facility Agent shall make the amounts paid to it available to the relevant Borrower on the date of receipt by payment in Euro to the account specified by that Borrower in the notice requesting that Advance. If any Lender makes its share of any Advance available to the Facility Agent later than required by clause 11.1(a), the Facility Agent shall make that share available to the relevant Borrower as soon as practicable after receipt.

On each date on which any amount is due from any Obligor under the Finance Documents, that Obligor shall pay that amount on that date to the Facility Agent in immediately available cleared funds to the account specified by the Facility Agent for that purpose.

Each payment under this agreement from an Obligor is to be made in Euro, except that each payment under clause 12.1 (Gross up) or clause 13.1 (Increased costs) shall be made in the currency specified by the claiming Finance Party.

The Facility Agent shall, on the date of receipt, pay to the Finance Party to which the relevant amount is due its pro rata share (if any) of any amounts so paid to the Facility Agent in Euro to the account specified by that party to the Facility Agent. If any amount is paid to the Facility Agent later than required by clause 11.2(a), the Facility Agent shall make that party’s share available to it as soon as practicable receipt.

the Revolving Lenders are required to make a Revolving Advance; and

a payment is due to be made by an Obligor to the Facility Agent for the account of the Revolving Lenders,

to pay to the Facility Agent on demand interest on that amount at the rate determined by the Facility Agent to be equal to the cost to the Facility Agent of funding that amount for the period from payment by the Facility Agent until refund to the Facility Agent of that amount; and

to indemnify the Facility Agent on demand against any additional loss it may have incurred by reason of it having paid that amount before having received it.

first, to any unpaid fees and reimbursement of unpaid expenses of the Agents;

second, to any unpaid fees and reimbursement of unpaid expenses of the Lenders;

third, to unpaid interest;

fourth, to unpaid principal; and

fifth, to other amounts due under the Finance Documents,

ensure that the deduction or withholding does not exceed the minimum amount legally required;

pay to the relevant Taxation or other authorities within the period for payment permitted by the applicable law, the amount which is required to be paid in consequence of the deduction (including the full amount of any deduction from any additional amount paid under this clause 12.1);

promptly pay to the relevant Finance Party an additional amount equal to the amount required to procure that the aggregate net amount received by that Finance Party will equal the full amount which would have been received by it if no such deduction or withholding had been made; and

indemnify each Finance Party against any losses incurred by it by reason of:

any failure by the relevant Obligor to make any deduction or withholding; or

any such additional amount not being paid on the due date for payment of that amount.

If the effect of the introduction of, or a change in, or a change in the interpretation or application of, any law or regulation (including any law or regulation relating to Taxation, reserve asset, special deposit, cash ratio, liquidity or capital adequacy requirements or any other form of banking or monetary controls) applicable to any Lender (an “Affected Lender”) occurring after the date of this agreement or after the date on which it became a Lender or compliance by any Lender with any such law or regulation is to:

impose an additional cost on the Affected Lender as a result of it having entered into any Finance Document or making or maintaining its participation in any Advance or of it performing its obligations under any Finance Document;

reduce any amount payable to the Affected Lender under any Finance Document or reduce the effective return on its capital or any class of its capital; or

result in the Affected Lender making any payment or foregoing any interest or other return on or calculated by reference to any amount received or receivable by the Affected Lender from any other party under any Finance Document,

the Affected Lender will notify the Parent and the Facility Agent of that event as soon as reasonably practicable after becoming aware of it; and

on demand from time to time by the Affected Lender, the Parent will pay to the Affected Lender the amount which the Affected Lender reasonably determines is necessary to compensate the Affected Lender for that increased cost (or the portion of that increased cost which is, in the opinion of the Affected Lender, attributable to it entering into the Finance Documents, making or maintaining its participation in any Drawing, or maintaining its Commitment).

The certificate of an Affected Lender specifying the amount of compensation payable under this clause 13.1 and the basis for the calculation of that amount is, in the absence of manifest error, conclusive.

The Parent will not be obliged to compensate any Affected Lender under this clause 13.1 in relation to any increased cost:

compensated for by clause 12 (Taxes);

attributable to a change in the rate of Tax on the overall net income of the Affected Lender;

attributable to the implementation by the applicable authorities having jurisdiction over the Affected Lender and/or its Lending Office of the matters set out in the statement of the Basel Committee on Banking Regulations and the Supervisory Practices dated 26 June, 2004 in the form existing on the date of this agreement (but excluding any amendment taking account of or incorporating any measure from the Basel III Framework the principles of which are set out in the 26 July 2010 Group of Governors and Heads of Supervision accord and any subsequent implementing measures) or the directive of the European Council of 14 June, 2006, except in the case of an increase in mandatory reserve requirements in respect of requirements in effect on the date of this agreement in each case to the extent and according to the timetable provided for therein;

occurring as a result of any negligence or wilful default of the Affected Lender or any of its Holding Companies including but not limited to a breach by that Affected Lender or any of its Holding Companies of any fiscal, monetary or capital adequacy limit imposed on it by any law or regulation; or

to the extent that the increased cost was incurred in respect of any day more than six months after the first date on which it was reasonably practicable to notify the Parent thereof.

If any Holding Company of a Lender suffers a cost which would have been recoverable by that Lender under this clause 13.1 if that cost had been imposed on that Lender, that Lender shall be entitled to recover the amount of that cost under this clause 13.1 on behalf of the relevant Holding Company.

the relevant Borrowers will forthwith prepay that Lender’s participation in all Advances then outstanding, together with all interest accrued on those Advances and pay all other amounts due to that Lender under the Finance Documents (including under clause 26.1 (General indemnity and breakage costs)); and

that Lender’s undrawn Commitments (if any) will immediately be cancelled and that Lender will have no further obligation to make the Facilities available.

any Advance in which it participates becoming an Affected Advance under clause 8 (Market disruption); or

an obligation to pay an additional amount to it under clause 12.1 (Gross up); or

a demand for compensation by it under clause 13.1 (Increased costs); or

an obligation to prepay any amount to it under clause 13.2 (Illegality),

changing its Lending Office for the purposes of this agreement; or

transferring its rights and obligations under this agreement in accordance with clause 24 (Changes to parties),

The Parent will on demand pay to the Agents, Mandated Lead Arrangers and Bookrunners, the Mandated Lead Arrangers, the Arrangers and the Coordinator the amount of all costs and expenses (including legal fees and other out-of-pocket expenses and any value added tax or other similar tax thereon) reasonably incurred by any of them in connection with the negotiation, preparation, execution and completion of the Finance Documents, and all documents, matters and things referred to in, or incidental to, any Finance Document (subject to a cap as agreed in the Fees Letters);

The Parent will on demand pay to the Agents the amount of all costs and expenses (including legal fees and other out-of-pocket expenses and any value added tax or other similar tax thereon) reasonably incurred by either of them (in its name and/or in the name and on behalf of the Finance Parties) in connection with any amendment, consent or suspension of rights (or any proposal for any of the same) relating to any Finance Document (and documents, matters or things referred to in any Finance Document); and

The Parent will on demand pay to the Agents the amount of all costs and expenses (including legal fees and other out-of-pocket expenses and any value added tax or other similar tax thereon) reasonably incurred in connection with the investigation of any Default but limited to investigations carried out by or on behalf of the Facility Agent and/or the Security Agent only.

to authorise the entry into and the compliance with its obligations under each Finance Document to which it is party;

to ensure that its obligations under each Finance Document are valid, legally binding and enforceable in accordance with their terms (save for obligations subject to qualifications as to matters of law contained in the legal opinions referred to in paragraph 8 of schedule 3);

to make each Finance Document to which it is party admissible in evidence in the courts of France other than certified translations of the Finance Documents into French; and

to create the security constituted by each Security Document to which it is party and to ensure that that security has the ranking specified in that Security Document.

contravene any law, regulation, judgment or order to which any Group Company is subject;

conflict with its constitutional documents;

breach any agreement or the terms of any consent binding upon any Group Company or any assets of any Group Company to an extent which could reasonably be expected to have a Material Adverse Effect; or

oblige any Group Company to create any security or result in the creation of any security over any assets of any Group Company, other than under the Security Documents.

No Event of Default is continuing or might reasonably be expected to result from the making of any Drawing under the Facilities.

No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which might have a Material Adverse Effect.

Each Group Company is and has at all times taken such steps as are necessary to comply in all material respects with all Environmental Laws and all Environmental Approvals necessary in connection with the ownership and operation of its business have been obtained and are in full force and effect.

To the best of its knowledge and belief having made due and careful enquiry, there are no circumstances which could reasonably be expected to prevent any Group Company from complying in all material respects with any Environmental Law or Environmental Approval necessary in connection with the ownership and operation of its business.

All material investments of which the relevant Group Company is aware and which is/are necessary to obtain, renew, extend, modify, revoke, suspend or surrender any Environmental Approval necessary in connection with the ownership and operation of its business or to ensure compliance with any Environmental Law have been budgeted for.

To the best of its knowledge and belief having made due and careful enquiry, no Group Company is aware of any actual changes or other possible changes (which are referred to in national, international or European bodies’ or other regulatory bodies’ consultation papers or in other formal methods of announcing possible changes) in Environmental Law which could reasonably be expected to have a Material Adverse Effect.

The Original Audited Accounts were prepared in accordance with French GAAP consistently applied and fairly represent the consolidated financial position (as at the date to which they were prepared) of and the results of the operations of, the Group for the period to which they relate and the state of the affairs of the Group (as the case may be) at the end of the relevant period and, in particular, disclose or reserve against all liabilities (actual or contingent).

The latest Annual Accounts and the latest Half-Year Accounts delivered from time to time under clause 17.10(b) (Financial statements) were prepared in accordance with French GAAP consistently applied and, in the case of:

the latest Annual Accounts fairly represent the consolidated financial position of the Group as at the date to which they were prepared and the results of the operations of the Group for the period to which they related and the state of the affairs of the Group at the end of that period and, in particular, disclose or reserve against all liabilities (actual or contingent); and

the latest Half-Year Accounts show with reasonable accuracy the consolidated financial position of the Group as at the date to which they were prepared and the results of the operations of the Group for the period to which they related and, in particular, disclose or reserve against all liabilities (actual or contingent) to the extent required by the Approved Accounting Principles.

All statements of fact (taken as a whole) in principle recorded in the Approved Projections are true and accurate in all material respects.

The opinions and views expressed in the Approved Projections represent the honestly held opinions and views of the chief executive officer and the chief financial officer of the Borrowers and were arrived at after careful consideration and are based on reasonable grounds.

The projections and forecasts contained in the Approved Projections are based upon assumptions (including assumptions as to the future performance of the Group, inflation, price increases, interest rates and efficiency gains) which have been carefully considered by the directors of the Parent and which are considered by them to be fair and reasonable in each case as at the date which the relevant fact, opinion, view, projection or forecast was provided or as at the date at which it is stated.

The Approved Projections are not misleading in any material respect and do not omit to disclose any matter where failure to disclose such matter would result in the Approved Projections (or any information or business plan contained therein) to be misleading in any material respect for any person considering whether to provide finance to the Obligors.

Nothing has occurred or come to the attention of the Parent since the date as at which the Approved Projections were prepared which renders any material facts contained in the Approved Projections materially inaccurate or misleading or which makes any of the opinions, projections or forecasts contained in the Approved Projections unfair or unreasonable or renders any of the assumptions on which the projections are based unfair or unreasonable.

the representations and warranties set out in clauses 16.12 (Accounts), paragraphs (a) and (b), 16.13 (Approved Projections), 16.14 (Material Adverse Effect), 16.15 (Material disclosures) and 16.16 (Holding Company) shall not be repeated after the First Drawdown Date; and

the representations and warranties set out in clauses 16.11 (Ownership of assets), 16.13 (Approved Projections) and 16.16 (Holding Company) shall only be made by the Parent.

to enable it to perform its payment and other material obligations under each Finance Document to which it is a party;

for the validity, enforceability or admissibility in evidence (other than certified translations of the Finance Documents into French) of each such Finance Document; and

to ensure that its obligations under the Finance Documents are legal, valid and binding and each of the Security Documents constitutes valid security ranking in accordance with its terms.

obtain and maintain in full force and effect all consents and filings required for the conduct of its business; and

of two or more Group Companies (provided that such amalgamation, merger, consolidation or reconstruction does not adversely affect the economic and legal effect of the guarantee and security position of the Finance Parties under the relevant Finance Documents prior thereto and that, for the avoidance of doubt, the following mergers are not permitted: (x) a merger between the Parent and Antargaz and (y) a merger between Antargaz or the Parent and another Group Company where Antargaz or the Parent would not be the surviving entity); or

otherwise with the prior written consent of the Majority Lenders.

any disposal of assets on arm’s length terms in the ordinary course of business;

any inventory disposal by any Group Company in the ordinary course of trading;

any disposal of obsolete or redundant plant and equipment, or of property not required for the operation of its business;

any disposal of assets to an Obligor which is party to a legally valid, binding and enforceable Security Document which creates a valid and effective Security Interest over the asset securing all or substantially all amounts outstanding under the Finance Documents;

any disposal of assets by a Group Company (other than an Obligor) to another Group Company;

disposals of assets on arm’s length terms not otherwise permitted under this clause 17.3;

the exchange of assets (the “Transferred Assets”) for other assets of a comparable or superior nature and value (the “Received Assets”), provided that, if the Transferred Assets were subject to a Security Interest in favour of the Finance Parties, then a Security Interest in favour of the Finance Parties (and acceptable in form, nature and substance to the Security Agent) shall be granted by the relevant Group Company over the Received Assets;

any disposal of receivables by way of securitisation, factoring or otherwise for a maximum amount of EUR 20,000,000 (or its equivalent in another currency) at any time (provided however that any amount disposed under this paragraph (ix) and any amount outstanding under paragraph 17.5(a)(v) (Borrowings) shall not exceed EUR 35,000,000 in aggregate at any time); and

any other disposal made with the prior consent of the Majority Lenders.

any Security Interest existing at the date of this agreement, provided that the maximum amount secured by any such Security Interest shall not be increased after the date of this agreement;

liens securing obligations no more than 30 days overdue, arising by operation of law and in the ordinary course of business;

Security Interests arising out of title retention provisions in a supplier’s standard conditions of supply of goods where the goods in question are supplied on credit and are acquired by relevant Group Company in the ordinary course of trading;

rights of set-off existing in the ordinary course of trading activities between any Group Company and its respective suppliers or customers;

rights of set-off arising by operation of law or by contract by virtue of the provision to any Group Company of clearing bank facilities or overdraft facilities permitted under this agreement;

Security Interests up to a maximum aggregate amount of EUR 5,000,000 (or its equivalent in other currencies) for taxes, assessments or charges (A) not yet due or (B) that are being contested in good faith;

Security Interests created in connection with pre-judgement court proceedings up to a maximum aggregate amount not exceeding EUR 5,000,000 (or its equivalent in other currencies);

any Security Interests not otherwise permitted under this clause 17.3(b) created by any Subsidiary of Antargaz and securing Financial Indebtedness in an aggregate principal amount not exceeding EUR 5,000,000 (or its equivalent in other currencies);

any Security Interest created by any Partly Owned Storage and Logistics Company in respect of which, pursuant to the shareholder agreement or constitutional documents relating to that Partly Owned Storage and Logistics Company, the Group Company which holds a direct equity interest in that Partly Owned Storage and Logistics Company is not entitled to prohibit the creation of that Security Interest;

any Security Interest created in connection with any disposal of receivables by way of securitisation, factoring or otherwise, as permitted under the paragraph 17.3(a) (Disposal);

any Security Interest granted to secure the financing of the acquisition of a Subsidiary; and

any other Security Interest created with the prior written consent of the Majority Lenders.

No Obligor will, and each Obligor will procure that none of its Subsidiaries will acquire any assets or shares other than:

in the ordinary course of its trading activity;

any Permitted Acquisition, provided that:

the Parent demonstrates to the satisfaction of the Facility Agent that the Permitted Acquisition is funded entirely out of:

a Permitted Equity Injection; and/or

Cash and Cash Equivalents owned by Group Companies;

in respect of any individual Permitted Acquisition where the aggregate of the purchase price paid, or to be paid, for the shares or assets comprised in that Permitted Acquisition plus the total net debt assumed or repaid, or to be assumed or repaid, in connection with that Permitted Acquisition (together, the “enterprise value”) does not exceed EUR 15,000,000 (or its equivalent in other currencies), the Parent has provided the Facility Agent with revised financial projections and forecasts for the business of the Group incorporating that Permitted Acquisition no later that 10 Business Days prior to the date of that Permitted Acquisition;

in respect of any individual Permitted Acquisition where the enterprise value of that Permitted Acquisition exceeds EUR 15,000,000 (or its equivalent in other currencies), the Parent has provided the Facility Agent with revised financial projections and forecasts for the business of the Group incorporating that Permitted Acquisition and a legal and accounting due diligence report, in each case in form and substance satisfactory to the Majority Lenders, no later than 30 days prior to the date of that Permitted Acquisition; and

the aggregate enterprise values of all Permitted Acquisitions after the Signing Date does not exceed EUR 90,000,000 (or its equivalent in other currencies); and

subject to clause 17.3(a) (Disposals), shares owned by it or any other Group Company in any other Group Company.

an investment by a Group Company (other than the Parent) in any Joint Venture to which it is a party at the date of this agreement (an “existing Joint Venture”) provided that such investment is:

expressly permitted under clause 17.5 (Financing arrangement undertakings); or

made by way of equity contribution and/or shareholders’ loans (provided that the aggregate amount of all such equity contributions and outstanding loans pursuant to clause 17.5(c)(ii)(A) (Loans) shall not exceed EUR 25,000,000 (or its equivalent in other currencies) at any time);

an investment by a Group Company (other than the Parent) in any Joint Venture (other than any existing Joint Venture) without double counting where:

the liability of that Group Company in respect of that Joint Venture is limited to the aggregate amount invested by that Group Company in that Joint Venture;

any investment in that Joint Venture is made by way of equity subscription or shareholder loan; and

the aggregate Investment Amount invested in all Joint Ventures under this sub-paragraph (ii) does not exceed (i) EUR 60,000,000 (or its equivalent in other currencies) until the Term Final Repayment Date and (ii) EUR 20,000,000 (or its equivalent in other currencies) in any Financial Year.

any Financial Indebtedness of the Group existing at the Signing Date (as listed in the certificate referred to in paragraph 3 of schedule 3) and not to be refinanced as of the First Drawdown Date to the extent not exceeding EUR 1,000,000;

amounts due under any Finance Document, the Existing Facilities Agreement (until the First Drawdown Date), or in respect of a Permitted Equity Injection or a Partially Subordinated Loan;

Financial Indebtedness permitted by clauses 17.5(b) (Guarantees), 17.5(c) (Loans), or 17.5(d) (Hedging);

loans arising by operation of law (including labour and tax regulations);

any Financial Indebtedness of any Group Company in an aggregate principal amount which does not exceed EUR 35,000,000 (or its equivalent in other currencies) at any time (provided however that any amount outstanding under this paragraph (v) and any amount disposed under paragraph 17.3(a)(ix) (Disposals) shall not exceed EUR 35,000,000 in aggregate at any time);

any Financial Indebtedness created by any Partly Owned Storage and Logistics Company with a third party in respect of which, pursuant to the shareholder agreement or constitutional documents relating to that Partly Owned Storage and Logistics Company, the Group Company (the “investing Group Company”) which holds a direct equity interest in that Partly Owned Storage and Logistics Company is not entitled to prohibit the creation of that Financial Indebtedness, provided that the aggregate amount of Financial Indebtedness (“Third Party Indebtedness”) created pursuant to this sub-paragraph (vii) by Partly Owned Storage and Logistics Companies where any investing Group Company is liable for the debts of that Partly Owned Storage and Logistics Company does not exceed EUR 10,000,000 (or its equivalent in other currencies) at any time;

amounts due under any customs guarantee (caution douanière) issued in the ordinary course of business to the extent not exceeding EUR 3,000,000 at any time;

amounts due under any disposal of receivables by way of securitisation, factoring or otherwise, as permitted under paragraph 17.3(a) (ix) (Disposals) (provided however that any amount disposed under this paragraph (viii) and any amount outstanding under paragraph 17.5(a) (v) (Borrowings) above shall not exceed EUR 35,000,000 in aggregate at any time); and

any other Financial Indebtedness incurred with the prior consent of the Majority Lenders.

any guarantee existing on the date of this agreement, provided that the maximum amount guaranteed by any such guarantee shall not be increased after the date of this agreement;

any guarantee contained in any Finance Document (or the Existing Facilities Agreement (until the First Drawdown Date);

any guarantee of Financial Indebtedness which is otherwise permitted under paragraph 17.5(a) (Borrowings);

any other guarantees given by a Group Company in the ordinary course of its (or any of its Subsidiaries’ or Joint Ventures’) business in respect of its obligations or the obligations of any of its Subsidiaries provided that such obligations do not have the nature of Financial Indebtedness and that the aggregate maximum contingent liability under all such guarantees does not exceed EUR 50,000,000 (or its equivalent in other currencies) at any time; and

any guarantee or letter of credit (including in the form of documentary credit (crédit documentaire)) granted or issued on behalf of any Obligor in the ordinary course of business for the purpose of guaranteeing the shipping of LPG (liquefied petroleum gas), provided that (a) the aggregate amount of all liabilities outstanding at any time under such guarantees or letters of credit does not exceed EUR 50,000,000 (or its equivalent in other currencies) and (b) the duration of each guarantee or letter of credit does not exceed 60 days.

credit granted by any Group Company in the ordinary course of its trading activities;

any loan made by a Group Company (the “lending Group Company”) to any other Group Company (the “borrowing Group Company”), provided that:

the aggregate amount of outstanding loans made by Obligors to Group Companies (other than loans made for the purposes of making a Permitted Acquisition) which are not Obligors (together with the aggregate amount of equity contributions and/or shareholders’ loans made pursuant to clause 17.4(b)(i) (Joint Ventures) but excluding for the avoidance of doubt any equity contributions made pursuant to clause 17.4(b)(ii) (Joint Ventures)) shall at no time exceed EUR 25,000,000 (or its equivalent in other currencies); and

if the lending Group Company is a Borrower under the Revolving Facility, that lending Group Company grants to the Finance Parties an assignment (cession) of the benefit of that intercompany loan by way of security (pursuant to the Loi Dailly);

any loan or grant of credit to employees of the Group (to the extent permissible under applicable law) provided that the maximum aggregate principal amount of all such loans shall not exceed EUR 1,000,000 (or its equivalent in other currencies) for the Group taken as a whole; and

any other loan or grant of credit granted with the prior consent of the Majority Lenders.

No Obligor will, and each Obligor will procure that none of its Subsidiaries will, enter into any Derivative Instrument other than (A) the Hedging Agreements referred to in sub-paragraph (ii) below and (B) Derivative Instruments entered into by any Group Company in the ordinary course of its business for the purpose of managing or hedging its exposure to interest rates, exchange rates or commodity prices (but excluding speculative purposes).

The Parent will ensure that, for a period of at least three years from the Signing Date, it has hedging of interest rate exposure in relation to at least 66.66 per cent. (and, if the Obligors decide so, up to 100.00 per cent.) of the amount of funds available under the Term Facility (it being specified that the hedging of interest rate exposure currently in place may be used for purposes of satisfying this paragraph (ii)).

The parties shall agree to use standard ISDA or FBF agreements as Hedging Agreements.

Each Obligor will, and will procure that each of its Subsidiaries will effect and thereafter maintain insurances at its own expense in relation to all its assets and risks of an insurable nature with reputable insurers which:

provide cover against such risks, and to such extent, as normally insured against by other companies owning or possessing similar assets or carrying on similar businesses; and

shall be in amounts which would in the circumstances be prudent for those companies.

The Parent will:

supply to the Facility Agent on request copies of each policy for insurance required to be maintained in accordance with clause 17.6(a)(i) or (ii) (the “policies”), together with the current premium receipts relating to the policies;

as soon as reasonably practicable, notify the Facility Agent of any material change to the insurance cover of each Obligor and each Obligor’s subsidiaries; and

as soon as reasonably practicable, notify the Facility Agent of any claim under any policy which is for, or is reasonably likely to result in a claim under that policy for, an amount in excess of EUR 3,000,000 (or its equivalent in other currencies).

ensure that it beneficially owns or has all necessary consents to use all the Intellectual Property Rights that it requires in order to conduct its business;

observe and comply with all obligations and laws applicable to it in relation to the Intellectual Property; and

maintain and protect the Intellectual Property required for the operation of its business;

comply in all material respects with all Environmental Approvals (necessary in connection with the ownership and operation of its business) and Environmental Laws applicable to it;

obtain and maintain to the satisfaction of all relevant regulatory bodies all Environmental Approvals (necessary in connection with the ownership and operation of its business);

promptly upon receipt of the same notify the Facility Agent of any claim, notice or other communication served on it in relation to any Environmental Law or Environmental Approval (necessary in connection with the ownership and operation of its business) or if it becomes aware of any actual material variation to any Environmental Law or Environmental Approval (necessary in connection with the ownership and operation of its business);

promptly notify the Facility Agent of any material investment required to be made by any Group Company to maintain, acquire, renew, modify, amend, surrender or revoke any Environmental Approval (necessary in connection with the ownership and operation of its business) or if it otherwise becomes aware of such a requirement; and

use all reasonable precautions to avoid actions which may give rise to a material liability under Environmental Law.

an issue of shares by one Group Company to another Group Company allowing, in the case of non wholly-owned members of the Group, for proportionate issues to minority shareholders;

an issue of shares by one Group Company to any Group pension scheme or employee incentive scheme;

any issue of shares in the Parent for the purposes of a Permitted Equity Injection; or

any issue of shares with the prior consent of the Majority Lenders.

in favour of an Obligor; or

where it is obliged to do so by law.

the occurrence of an Event of Default and for so long as it is continuing; or

the Leverage Ratio, as calculated on a pro forma basis for the first Testing Date occurring after (and taking into account) the proposed distribution, being higher than 3.5x.

Partially Subordinated Loans

the occurrence of an Event of Default and for so long as it is continuing; or

the Leverage Ratio, as calculated on a pro forma basis for the first Testing Date occurring after (and taking into account) the proposed payment, being higher than 3.25x.

Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

Promptly upon a request by the Facility Agent, the Parent shall supply to the Facility Agent a certificate signed by its chief executive officer and chief financial officer on its behalf certifying that no Event of Default is continuing (or if an Event of Default is continuing, specifying the Event of Default and the steps, if any, being taken to remedy it).

as soon as available, and in any event within 120 days after the end of each Financial Year, copies of:

the audited consolidated accounts of the Group as at the end of and for that Financial Year, including a profit and loss account, balance sheet, cash flow statement and directors and auditors’ report on those accounts; and

the audited accounts of each Obligor for that Financial Year;

as soon as available, and in any event within 60 days of the end of the first Accounting Half-Year in each Financial Year, copies of the unaudited consolidated management accounts of the Group as at the end of and for that Accounting Half-Year, including, for the 6 month period comprising such Accounting Half-Year, a profit and loss account, balance sheet, cash flow statement and management commentary for the Group, in such form as the Facility Agent may reasonably require;

no less than fifteen days before the beginning of each Financial Year, the Operating Budget for that Financial Year, in such form as the Facility Agent may reasonably require,

Each of the Annual Accounts and Half-Year Accounts must be accompanied by a certificate signed by the chief financial officer and (in the case of the Annual Accounts only) the mandataire social of the Parent, which shall:

certify whether or not, as at the date of the relevant accounts, the Parent was in compliance with the financial covenants contained in clause 17.11 (Financial Covenant — Modified Leverage Ratio) and contain reasonably detailed calculations of the Modified Leverage Ratio and the Leverage Ratio; and

confirm that, as at the date of that certificate, no Event of Default is outstanding and, to best of knowledge after due and careful inquiry, no Potential Event of Default is outstanding.

Each of the Annual Accounts must be accompanied by a certificate from the Auditors which shall be in a form substantially in the form provided in schedule 6.

the Parent shall as soon as practicable advise the Facility Agent;

following request by the Facility Agent, the Parent and the Facility Agent shall negotiate in good faith with a view to agreeing any amendments to clauses 17.11 (Financial Covenant- Leverage Ratio) and the financial definitions related thereto which are necessary to give the Lenders comparable protection to that contemplated by those clauses at the date of this agreement;

if amendments satisfactory to the Majority Lenders are agreed by the Parent and the Facility Agent within 30 days of that notification to the Facility Agent, those amendments shall take effect in accordance with the terms of that agreement; and

if amendments satisfactory to the Majority Lenders are not so agreed within 30 days then, within 15 days after the end of that 30 day period, the Parent shall either:

deliver to the Facility Agent, in reasonable detail and in a form satisfactory to the Facility Agent, details of all any adjustments which need to be made to the relevant accounts in order to bring them into line with the Approved Accounting Principles as at the date of this agreement; or

ensure that the relevant accounts are prepared in accordance with the Approved Accounting Principles as at the date of this agreement.

The Parent shall not change its Financial Year end without the prior consent of the Facility Agent. The Parent shall procure that the financial year end of each of its Subsidiaries is the same as the Financial Year end (except, in the case of a Partly Owned Storage and Logistics Company which, as at the Signing Date, has a different financial year end and, pursuant to the terms of the shareholders agreement or constitutional documents relating to that Partly Owned Storage and Logistics Company, the Group Company which holds a direct equity interest in that Partly Owned Storage and Logistics Company is not entitled to procure a change of that existing financial year end).

Each Obligor undertakes to procure that the consolidated tax group status (intégration fiscale) of UGI Bordeaux, the Parent and each of the Parent’s Subsidiaries which fulfils the conditions for inclusion in the consolidated tax group of UGI Bordeaux will continue for so long as any Obligor has any obligation under any Finance Document. For the avoidance of doubt, the Parent and its Subsidiaries shall be authorised to make payments to UGI Bordeaux under the Tax Consolidation Agreement (such payments being equal to the sum of (A) income tax that would be due by the Parent and its Subsidiaries in the absence of the tax consolidation regime and (B) the excess (if any) of (x) the group corporate income tax that the Parent would have paid had the initial tax consolidated group (with AGZ Holding as tax consolidating Parent) remained in place over the (y) payments referred to in (A)) provided that UGI Bordeaux will, in accordance with the Tax Consolidation Agreement and paragraph (b) of clause 4.6 (Shareholder Undertakings) of the Intercreditor Agreement, reallocate part of the payments referred to in (A) to the Parent for an amount equal to the tax savings that the Parent would have retained had such initial tax consolidated group remained in place (such reallocation being equal to the excess (if any) of (x) the payments referred to in (A) above over (y) the corporate income tax that the Parent would have paid had such initial tax consolidated group remained in place).

If the Majority Lenders have reasonable grounds for believing that either:

any accounts or calculations provided under this agreement are inaccurate or incomplete in any material respect; or

the Parent is, or is reasonably likely to be, in breach of any of its obligations under clause 17.11 (Financial Covenant — Modified Leverage Ratio),

If, having taken the steps in sub-paragraph (i) above, the Majority Lenders request so, the Facility Agent may instruct the Auditors (or other firm of accountants selected by the Facility Agent) to carry out an investigation at the Parent’s expense into the affairs, the financial performance and/or the accounting and other reporting procedures and standards of the Group, and the Parent will procure that full co-operation is given to the Auditors or other firm of accountants so selected.

all documents dispatched by the Parent to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;

promptly upon becoming aware of them, the revised list of all Material Subsidiaries if a change occurs, any information regarding the ongoing proceeding under competition law on price fixing with the competition authority, the details of any litigation, labour dispute, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect; and;

promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Facility Agent) may reasonably request.

If:

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this agreement;

any change in the status of any member of the Group after the date of this agreement; or

a proposed assignment or transfer by a Lender of any of its rights and obligations under this agreement to a party that is not a Lender prior to such assignment or transfer,

Each Lender shall promptly upon the request of the Facility Agent supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

The covenants contained in clause 17.11 (Financial Covenant — Modified Leverage Ratio) and the calculation of the Leverage Ratio will be tested by reference to the Annual Accounts and the Half-Year Accounts for the relevant Testing Period.

If the Annual Accounts are not available when any covenant referred to in clause 17.12(a) is tested, but when those Annual Accounts become available, they show that the figures in any relevant Half-Year Accounts utilised for any such calculation cannot have been substantially accurate, the Facility Agent may require such adjustments to the calculations made or to be made which it, in its sole discretion, considers appropriate to rectify that inaccuracy and compliance with the covenants in clause 17.11 (Financial Covenant — Modified Leverage Ratio) and the calculation of the Leverage Ratio will be determined by reference to those adjusted figures.

The components of each definition used in clause 17.11 (Financial Covenant — Modified Leverage Ratio) and the calculation of the Leverage Ratio will be calculated in accordance with the Approved Accounting Principles, as varied by this agreement.

For the avoidance of doubt, for the purpose of calculating the ratios referred to in clause 17.11 (Financial Covenant — Modified Leverage Ratio) and the calculation of the Leverage Ratio, each component of such ratios shall not double-count the same amount in the same calculation.

Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made and, if the circumstances giving rise to that default are capable of remedy, they are not remedied within 15 Business Days of the earlier of the Facility Agent giving notice to the Parent or the Parent becoming aware of such misrepresentation.

Any provision of any Finance Documents is or becomes invalid or unenforceable for any reason or is repudiated or the validity or enforceability of any provision of any Finance Document is contested by any person or any party to any Finance Document (other than a Finance Party) denies the existence of any liability or obligation on its part under any Finance Document.

It is or becomes unlawful for an Obligor to perform any of its obligations under the Finance Documents.

Any Obligor or any Material Subsidiary is in cessation des paiements as defined in article L.631-1 of the French Commercial Code (Code de Commerce).

Any Obligor or any Material Subsidiary, for the purpose of any applicable law, admits its inability to pay its debts as they fall due or becomes insolvent or a moratorium (sursis de paiements) is declared in relation to its indebtedness.

Any corporate action or legal proceedings is taken in relation to:

the suspension of payments, a moratorium of any indebtedness, the winding-up, dissolution, receivership (redressement judiciaire) of any Obligor or any Material Subsidiary or the opening of any proceeding set forth in Livre VI, Titres I, II, III et IV of the French Code de Commerce; or

the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Obligor or any of its assets or any Material Subsidiary, except if otherwise permitted under this agreement; or

any liquidator, trustee in bankruptcy, judicial custodian, conservator, assignee, sequestrator, trustee, compulsory manager, receiver, administrative receiver, administrator or the like (including, without limitation, in respect of any Obligor, any “mandataire ad hoc”, “administrateur judiciaire”, “administrateur provisoire”, “conciliateur” or “mandataire liquidateur” or any person as a result of jugement de sauvegarde or sauvegarde accélérée or any similar proceeding set forth in Livre VI, Titres I, II, III et IV of the French Code de Commerce) is appointed in respect of any Obligor or any part of its assets or any Material Subsidiary or the directors of any Obligor request such appointment; or

a judgement is issued for the opening of a procédure de sauvegarde or sauvegarde accélérée, the judicial liquidation “liquidation judiciaire” or the “redressement judiciaire” or the transfer of the whole or part of the business “cession de l’entreprise” of any Obligor or any Material Subsidiary; or

any other steps are taken to enforce any Encumbrance over any substantial part of the assets of any Obligor or any Material Subsidiary.

is not paid when due or within any originally applicable grace period in any agreement relating to that Financial Indebtedness; or

becomes due and payable (or capable of being declared due and payable but in this case unless the existence of the relevant event of default is being contested in good faith by the relevant Group Company before the relevant court) before its normal maturity or is placed on demand (or any commitment for any such indebtedness is cancelled or suspended) by reason of a default or event of default (however described).

The Group loses, for whatever reason (including as a result of any change of law or interpretation in law) the benefit of the tax consolidation regime (intégration fiscale) for the Group and UGI Bordeaux, unless, within 30 days of the occurrence of the relevant event causing the loss of the tax consolidation regime, the Parent has provided written details to the Facility Agent of a solution to that loss which is satisfactory to the Majority Lenders (acting reasonably).

An amendment or waiver is made to the Tax Consolidation Agreement without the prior consent of the Majority Lenders, which could reasonably be expected to be materially adverse to the interests of the Finance Parties under the Finance Documents.

terminate the availability of the Facilities, whereupon the Facilities shall immediately cease to be available for drawing, the undrawn portion of the Commitments of each of the Lenders shall be immediately cancelled and no Lender shall be under any further obligation to make Advances; and/or

declare all or any Advances, accrued interest on those Advances and any other amounts accrued or outstanding under any Finance Document to be immediately due and payable, whereupon those amounts shall become so due and payable.

Each Lender:

appoints Natixis as Facility Agent to act as its agent under and in connection with the Finance Documents and as Security Agent to act as its security agent for the purposes of the Security Documents and to execute the Security Documents on its behalf; and

irrevocably authorises each Agent for and on its behalf to exercise the rights, powers and discretions which are specifically delegated to it by the terms of the Finance Documents, together with all rights, powers and discretions which are incidental thereto and to give a good discharge for any monies payable under the Finance Documents.

Each Agent will act solely as agent for the Lenders in carrying out its functions as agent under the Finance Documents and will exercise the same care as it would in dealing with a credit for its own account.

The relationship between the Lenders and each Agent is that of principal and agent only. No Agent shall have, nor be deemed to have, assumed any obligations to, or trust or fiduciary relationship with, the other Finance Parties or any Obligor, other than those for which specific provision is made by the Finance Documents.

send to each Lender details of each communication delivered to the Agent by an Obligor for that Lender under any Finance Document as soon as reasonably practicable after receipt;

subject to those provisions of this agreement which require the consent of all the Lenders, act in accordance with any instructions from the Majority Lenders or, if so instructed by the Majority Lenders, refrain from exercising a right, power or discretion vested in it under any Finance Document;

have only those duties, obligations and responsibilities expressly specified in the Finance Documents; and

without prejudice to clause 19.6(c) (Communications and information), promptly notify each Lender:

of any Default which occurs under clause 18.1(a) (Payment default); and

if the Agent receives notice from an Obligor referring to this agreement, describing a Default and stating that the circumstance described is a Default.

perform any of its duties, obligations and responsibilities under the Finance Documents by or through its personnel, delegates or agents (on the basis that each Agent may extend the benefit of any indemnity received by it under this agreement to its personnel, delegates or agents);

except as expressly provided to the contrary in any Finance Document, refrain from exercising any right, power or discretion vested in it under the Finance Documents until it has received instructions from the Majority Lenders or, where relevant, all the Lenders;

unless it has received notice to the contrary, treat the Lender which makes available any portion of a Drawing as the person entitled to repayment of that portion;

refrain from doing anything which would or might in its opinion be contrary to any law, regulation or judgement of any court of any jurisdiction or otherwise render it liable to any person and may do anything which is in its opinion necessary to comply with any such law, regulation or judgement;

assume that no Default has occurred, unless an officer of that Agent while active on the account of the Parent acquires actual knowledge to the contrary;

refrain from taking any step (or further step) to protect or enforce the rights of any Lender under any Finance Document until it has been indemnified and/or secured to its satisfaction against all losses, (including legal fees) which it would or might sustain or incur as a result;

rely on any communication or document believed by it to be genuine and correct and to have been communicated or signed by the person to whom it purports to be communicated or by whom it purports to be signed;

rely as to any matter of fact which might reasonably be expected to be within the knowledge of any Group Company in a statement by or on behalf of that Group Company;

obtain and pay for any legal or other expert advice or services which may seem necessary or desirable to it and rely on any such advice;

accept without enquiry any title which an Obligor may have to any asset intended to be the subject of the security created by the Security Documents; and

hold or deposit any title deeds, Security Documents or any other documents in connection with any of the assets charged by the Security Documents with any banker or banking company or any company whose business includes undertaking the safe custody of deeds or documents or with any lawyer or firm of lawyers and it shall not be responsible for or be required to insure against any loss incurred in connection with any such holding or deposit and it may pay all amounts required to be paid on account or in relation to any such deposit.

responsible for the adequacy, accuracy or completeness of any representation, warranty, statement or information in any Finance Document or any notice or other document delivered under any Finance Document;

responsible for the execution, delivery, validity, legality, adequacy, enforceability or admissibility in evidence of any Finance Document;

obliged to enquire as to the occurrence or continuation of a Default or as to the accuracy or completeness of any representation or warranty made by any Obligor under any Finance Document;

responsible for any failure of any Obligor or any of the Lenders duly and punctually to observe and perform their respective obligations under any Finance Document;

responsible for the consequences of relying on the advice of any professional advisers selected by any of them in connection with any Finance Document;

liable for acting (or refraining from acting) in what it believes to be in the best interests of the Lenders in circumstances where it has been unable, or it is not practicable, to obtain the instructions of the Lenders or the Majority Lenders (as the case may be); or

liable for anything done or not done by it under or in connection with any Finance Document, save in the case of its own gross negligence or wilful misconduct or by a material breach of any of its obligations under the Finance Documents.

If it is a Lender, each of the Arrangers and each of the Agents shall have the same rights and powers under the Finance Documents as any other Lender and may exercise those rights and powers as if it were not also acting as an Arranger or an Agent.

The Arrangers and the Agents may:

retain for its own benefit and without liability to account any fee or other amount receivable by it for its own account; and

accept deposits from, lend money to, provide any advisory, trust or other services to or engage in any kind of banking or other business with any party to this agreement or any subsidiary of any party (and, in each case, may do so without liability to account).

All communications to an Obligor in connection with the Finance Documents are to be made by or through the Facility Agent. Each Finance Party will notify the Facility Agent of, and provide the Facility Agent with a copy of, any communication between that Finance Party, an Obligor or any other Finance Party on any matter concerning the Facilities or the Finance Documents.

No Agent will be obliged to transmit to any other Finance Party any information relating to any party to any Finance Document which that Agent may have acquired otherwise than in connection with the Facilities or the Finance Documents. Notwithstanding anything to the contrary expressed or implied in any Finance Document, no Agent shall, as between itself and the other Finance Parties, be bound to disclose to any other Finance Party or other person any information, disclosure of which might in the opinion of that Agent result in a breach of any law or regulation or be otherwise actionable at the suit of any person or any information supplied by any Group Company to any Agent which is identified by such Group Company at the time of supply as being unpublished, confidential or price sensitive information relating to a proposed transaction by a Group Company and supplied solely for the purpose of evaluating in consultation with the relevant Agent whether such transaction might require a waiver or amendment to any of the provisions of the Finance Documents.

In acting as agent for the Lenders, each Agent’s banking division will be treated as a separate entity from any other of its divisions (or similar unit of that Agent in any subsequent re-organisation) or subsidiaries (the “Other Divisions”) and, if the relevant Agent acts for any Group Company in a corporate finance or other advisory capacity (“Advisory Capacity”), any information given by any Group Company to one of the Other Divisions is to be treated as confidential and will not be available to the Finance Parties without the consent of the Parent, except that:

the consent of the Parent will not be required in relation to any information which the relevant Agent in its discretion determines relates to a Default or in relation to which the Lenders have given a confidentiality undertaking in a form satisfactory to that Agent and the relevant Group Company (acting reasonably); and

if representatives or employees of the relevant Agent receive information in relation to a Default whilst acting in an Advisory Capacity, they will not be obliged to disclose that information to representatives or employees of that Agent in their capacity as agent bank or security agent under this agreement or to any Lender, if to do so would breach any rule or regulation or fiduciary duty imposed upon those persons.

to provide it with any information relating to the business, operations, financial condition, creditworthiness, status and affairs of any Group Company, whether coming into its possession before or after the making of any Advance, except as specifically provided otherwise in this agreement; or

to check or enquire into the adequacy, accuracy or completeness of any information provided by any Group Company under or in connection with any Finance Document (whether or not that information has been or is at any time circulated to it by any Arranger or an Agent); or

to assess or keep under review the business, operations, financial condition, creditworthiness, status or affairs of any Group Company.

Each Lender shall on demand indemnify each Agent (in proportion to that Lender’s participation in the Drawings (or the Total Commitments if there are no Drawings outstanding) at the relevant time) against any loss incurred by the relevant Agent in complying with any instructions from the Lenders or the Majority Lenders (as the case may be) or otherwise sustained or incurred in connection with the Finance Documents or its duties, obligations and responsibilities under the Finance Documents, except to the extent that it is incurred as a result of the gross negligence or wilful misconduct of the relevant Agent or any of its personnel.

The provisions of clause 19.8(a) are without prejudice to any obligations of the Obligors to indemnify the Agents under the Finance Documents.

An Agent (a “Retiring Agent”) may resign its appointment at any time by giving notice to the Lenders and the Parent.

A successor Agent (a “Successor Agent”) shall be selected:

by the Retiring Agent nominating one of its Affiliates following consultation with the Parent as Successor Agent in its notice of resignation; or

if the Retiring Agent makes no such nomination, by the Majority Lenders nominating a Lender acting through an office in France as Successor Agent (following consultation with the Parent); or

if the Majority Lenders have failed to nominate a Successor Agent within 30 days of the date of the Retiring Agent’s notice of resignation, by the Retiring Agent (following consultation with the Parent) nominating a financial institution of good standing acting through an office in France to be the Successor Agent.

The Majority Lenders may at any time with the prior consent of the Parent, such consent not to be unreasonably withheld or delayed, by 30 days’ prior notice to the relevant Agent and the Parent terminate the appointment of an Agent and appoint a Successor Agent.

If at any time any amount payable to any Lender by a Borrower hereunder is not, or will not be (when the relevant corporate income tax is calculated) treated as a deductible charge or expense for French tax purposes for that Borrower by reason of that amount being (i) paid or accrued to an Agent acting through an office situated in a Black List Jurisdiction, or (ii) paid to an account opened in the name of or for the benefit of that Agent in a financial institution situated in a Black List Jurisdiction, then the Parent may, on thirty Business Days’ prior notice to the relevant Agent and to all the Lenders, require that such Agent be replaced and in such case, the Majority Lenders shall appoint a Successor Agent.

The resignation of the Retiring Agent and the appointment of the Successor Agent will become effective only upon the Successor Agent accepting its appointment as Agent (and, in the case of the Security Agent’s resignation, upon the execution of all agreements and documents necessary to substitute its successor as holder of the security comprised in the Security Documents), at which time:

the Successor Agent will become bound by all the obligations of the Facility Agent or Security Agent (as the case may be) and become entitled to all the rights, privileges, powers, authorities and discretions of that Agent under the Finance Documents;

the agency of the Retiring Agent will terminate (but without prejudice to any liabilities which the Retiring Agent may have incurred prior to the termination of its agency); and

the Retiring Agent will be discharged from any further liability or obligation under or in connection with the Finance Documents (except that the Retiring Agent shall pay to the Successor Agent a pro rata proportion of the agency fee referred to in clause 14.2 (Agency fee) for the 12 month period in relation to which that agency fee was most recently paid).