Filed by Bowne Pure Compliance





Exhibit 10.67(a)




Dated 6 October 2008




AGZ HOLDING

as Parent




ANTARGAZ




THE ENTITIES NAMED HEREIN

as Lenders




CALYON

as Mandated Lead Arranger




CALYON

as Facility Agent




CALYON

as Security Agent





 






Amendment Agreement relating to a

Senior Facilities Agreement dated 7 December 2005 as amended and restated





 




 


 









 





CONTENTS




	 	 	 	 	 
	CLAUSE	 	PAGE	 
	1. INTERPRETATION
	 	 	3	 
	2. AMENDMENT TO THE FACILITIES AGREEMENT
	 	 	3	 
	3. STATUS OF DOCUMENTS
	 	 	4	 
	3.1 Facilities Agreement
	 	 	4	 
	3.2 Finance Document
	 	 	4	 
	4. REPRESENTATIONS AND WARRANTIES
	 	 	4	 
	4.1 Reliance
	 	 	4	 
	4.2 Power and Capacity
	 	 	4	 
	4.3 Authorisation
	 	 	4	 
	4.4 No Contravention
	 	 	4	 
	4.5 Obligations Binding
	 	 	5	 
	4.6 Consents
	 	 	5	 
	4.7 No Default
	 	 	5	 
	5. INVALIDITY OF ANY PROVISION
	 	 	5	 
	6. GOVERNING LAW AND SUBMISSION TO JURISDICTION
	 	 	5	 
	6.1 Governing Law
	 	 	5	 
	6.2 Submission to Jurisdiction
	 	 	5	 
	SCHEDULE 1
	 	 	7	 





 


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THIS AMENDMENT AND RESTATEMENT AGREEMENT is made on 6 October, 2008



BETWEEN:




	(1)	 	AGZ HOLDING (a company incorporated in France as a société anonyme with registered number 413
765 108 RCS Nanterre) (the “Parent”);

	 
	(2)	 	ANTARGAZ (a company incorporated in France as a société anonyme with registered number 572
126 043 RCS Nanterre) (“Antargaz”);

	 
	(3)	 	CALYON as mandated lead arranger (the “Arranger”);

	 
	(4)	 	THE FINANCIAL INSTITUTIONS listed in schedule 1 as Lenders;

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

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






WHEREAS:





	(A)	 	The parties to this agreement are parties to a senior facilities agreement dated 7 December
2005 as amended pursuant to an amendment and restatement agreement dated 14 February 2006,
pursuant to which the Lenders agreed to make available to the Parent a EUR 380,000,000 term
facility and to the Borrowers a EUR 50,000,000 revolving facility (the “Facilities
Agreement”).







	(B)	 	The parties to this agreement have agreed to enter into this agreement in order to amend
certain provisions of the Facilities Agreement in the manner set out below.






NOW IT IS HEREBY AGREED:




1. INTERPRETATION




In this agreement:




	 	(a)	 	words and expressions defined in the Facilities Agreement shall, unless otherwise
defined herein or save to the extent the context otherwise requires, have the same meaning
when used herein;

	 
	 	(b)	 	the provisions of Clauses 1.2 (Construction) and 1.3 (Other References) of the
Facilities Agreement will be deemed to be set out in full in this agreement, but as if
references in those clauses to the Facilities Agreement were references to this agreement.







	2.	 	AMENDMENT TO THE FACILITIES AGREEMENT







	 	(a)	 	In Clause 19.5(b) (Guarantees) of the Facilities Agreement, the following paragraph
shall be added after paragraph (iv):







	 	“(v)	 	 any guarantee or letter of credit in the form of documentary credit (credit
documentaire) granted by, or issued on behalf of, AGZ Holding 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 (a) EUR 50,000,000 (or
its equivalent in other currencies), minus (b) any outstanding amount of documentary
credits (crédits documentaires) issued under any Senior Finance Document, and (b) the
duration of each guarantee or letter of credit does not exceed 40 days.”







	 	(b)	 	Paragraph (b) of the definition of “Total Net Debt” in Clause 19.12 (Financial
Definitions) of the Facilities Agreement shall be amended and shall read as follows:







	 	“(b)	 	 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 clause 19.5 (b) (v) or (ii) to the
extent it relates to indebtedness of another Group Company already included in the
calculation of Total Net Debt;”





 


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	3.	 	STATUS OF DOCUMENTS

	 
	3.1	 	Facilities Agreement

	 
	 	 	Except as varied by the terms of this agreement, the Facilities Agreement will remain in full
force and effect and any reference in the Facilities Agreement to “this Agreement”, “herein”,
“Senior Facilities Agreement” and similar references or to any provision of the Facilities
Agreement will be construed as a reference to the Facilities Agreement, or that provision, as
amended and restated by this agreement.

	 
	3.2	 	Finance Document

	 
	 	 	This agreement will constitute a Finance Document for the purposes of the Facilities Agreement.

	 
	4.	 	REPRESENTATIONS AND WARRANTIES

	 
	4.1	 	Reliance

	 
	 	 	Each Obligor represents and warrants as set out in the following provisions of this clause 4
and acknowledges that each Finance Party has entered into this agreement and has agreed to the
amendment and restatement and other matters effected by this agreement in full reliance on
those representations and warranties.

	 
	4.2	 	Power and Capacity

	 
	 	 	Each Obligor has the power and capacity to enter into and comply with its obligations under this agreement.

	 
	4.3	 	Authorisation

	 
	 	 	Each Obligor has taken (or will take within any requisite time period) all necessary action:







	 	(a)	 	to authorize the entry into of and the compliance with its obligations under this
agreement;







	 	(b)	 	to ensure that its obligations under this agreement are valid, legally binding and
enforceable in accordance with their terms; and







	 	(c)	 	to make this agreement admissible in evidence in the courts of France (other than a
certified translation of this agreement into French).







	4.4	 	No Contravention

	 
	 	 	The entry into by the Obligors, the exercise of its rights under and the compliance with its
obligations under this agreement do not:







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







	 	(b)	 	conflict with its constitutional documents; or







	 	(c)	 	breach any agreement or the terms of any consent binding upon any Group Company or
any assets of any Group Company.





 


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	4.5	 	Obligations Binding

	 
	 	 	The obligations expressed to be assumed by the Obligors under this agreement constitute or when
executed will constitute its valid and legally binding obligations and are enforceable in
accordance with their terms (subject to any applicable insolvency, bankruptcy or similar laws
affecting creditors’ rights generally).

	 
	4.6	 	Consents

	 
	 	 	All consents and filings required for the entry into of this agreement and the performance by
the Obligors of their obligations hereunder have been obtained (or, where applicable, will be
obtained within the required time period) and are in full force and effect.

	 
	4.7	 	No Default







	 	(a)	 	No Default has occurred and is continuing.







	 	(b)	 	No event is continuing which constitutes a default under any agreement or document to
which any Group Company is party, the consequence of which could reasonably be expected to
have a Material Adverse Effect.







	5.	 	INVALIDITY OF ANY PROVISION

	 
	 	 	If any provision of this agreement is or becomes invalid, illegal or unenforceable in any
respect under any law, the validity, legality and enforceability of the remaining provisions
shall not be affected or impaired in any way.

	 
	6.	 	GOVERNING LAW AND SUBMISSION TO JURISDICTION

	 
	6.1	 	Governing Law

	 
	 	 	This agreement (and any dispute, controversy, proceedings or claim of whatever nature arising
out of or in any way relating to this agreement) shall be governed by, and construed in
accordance with, French law.

	 
	6.2	 	Submission to Jurisdiction

	 
	 	 	For the benefit of each Finance Party, each Obligor irrevocably submits to the jurisdiction of
the Commercial Courts of Paris (Tribunal de Commerce de Paris) for the purpose of hearing and
determining any dispute arising out of this agreement and for the purpose of enforcement of any
judgement against its assets.





 


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Executed on the date first written above, in six (6) original copies.



	 	 	 	 	 
	Parent

AGZ HOLDING	 	 
	 
	 	 	 	 
	By:

	 	/s/ François Varagne	 	 
	 

	 	 	 	 
	 

	 	François Varagne	 	 
	 

	 	Directeur Général Délégué	 	 
	 
	 	 	 	 
	ANTARGAZ	 	 
	 
	 	 	 	 
	By:

	 	/s/ François Varagne	 	 
	 

	 	 	 	 
	 

	 	François Varagne	 	 
	 

	 	Président -Directeur Général	 	 
	 
	 	 	 	 
	Mandated Lead Arranger, Lender, Facility Agent and Security Agent 

CALYON
	 
	 	 	 	 
	By:

	 	/s/ Jacques Pochon
	 	/s/ Bertrand Nung
	 

	 	 
	 	 
	 

	 	Jacques Pochon
	 	Bertrand Nung





 


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SCHEDULE 1




Lenders




	 	 	 	 	 	 	 	 	 
	 	 	Term	 	 	Revolving	 
	 	 	Commitment (EUR)	 	 	Commitment (EUR)	 
	CALYON
	 	 	19,441,860.49	 	 	 	2,558,139.51	 
	Allied Irish Bank
	 	 	21,651,162.79	 	 	 	2,848,837.21	 
	BNP Paribas
	 	 	31,813,953.49	 	 	 	4,186,046.51	 
	CIC
	 	 	31,813,953.49	 	 	 	4,186,046.51	 
	Crédit Lyonnais
	 	 	53,023,255.81	 	 	 	6,976,744.19	 
	Lloyds TSB
	 	 	14,139,534.89	 	 	 	1,860,465.11	 
	Natexis Banques Populaires
	 	 	31,813,953.49	 	 	 	4,186,046.51	 
	WestLB
	 	 	49,488,372.09	 	 	 	6,511,627.91	 
	Banca Intesa
	 	 	15,906,976.74	 	 	 	2,093,023.26	 
	Bank of Ireland
	 	 	15,906,976.74	 	 	 	2,093,023.26	 
	BBVA
	 	 	18,116,279.07	 	 	 	2,383,720.93	 
	CFCM
	 	 	15,906,976.74	 	 	 	2,093,023.26	 
	Crédit du Nord
	 	 	15,906,976.74	 	 	 	2,093,023.26	 
	ING
	 	 	15,906,976.74	 	 	 	2,093,023.26	 
	Société Générale
	 	 	11,406,976.74	 	 	 	2,093,023.26	 
	Banque Finama
	 	 	4,500,000.00	 	 	 	0	 
	CADIF
	 	 	8,837,209.30	 	 	 	1,162,790.70	 
	Crédit Agricole de Belgique
	 	 	4,418,604.65	 	 	 	581,395.35	 







 


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