<PAGE>

                                                                    EXHIBIT 10.1

                                   SCHEDULE 2

                               Dated 26 June 2003
   (as amended and restated pursuant to an amendment and restatement agreement
                               dated 2 July 2003)

                                   AGZ HOLDING
                                    as Parent

                           THE COMPANIES NAMED HEREIN
                         as Borrowers and/or Guarantors

                            THE ENTITIES NAMED HEREIN
                                   as Lenders

                                 CREDIT LYONNAIS
                            as Mandated Lead Arranger

                                 CREDIT LYONNAIS
                                as Facility Agent

                                 CREDIT LYONNAIS
                                as Security Agent

                          ----------------------------

                           SENIOR FACILITIES AGREEMENT

                          ----------------------------

                             Shearman & Sterling LLP
                                      Paris

                                     [MAP]
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                                    CONTENTS

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<CAPTION>
                                                                                    PAGE
<S>                                                                                 <C>
CLAUSE
 1.  INTERPRETATION ............................................................      1
 2.  THE FACILITIES ............................................................     17
 3.  PARTICIPATION OF LENDERS ..................................................     18
 4.  CONDITIONS PRECEDENT ......................................................     19
 5.  DRAWDOWN PROCEDURES .......................................................     20
 6.  DEMANDS UNDER BANK GUARANTEES .............................................     24
 7.  INTEREST ..................................................................     26
 8.  SELECTION OF INTEREST PERIODS .............................................     29
 9.  MARKET DISRUPTION .........................................................     30
10.  REPAYMENT OF DRAWINGS .....................................................     31
11.  PREPAYMENT AND CANCELLATION ...............................................     32
12.  PAYMENTS ..................................................................     38
13.  TAXES .....................................................................     40
14.  CHANGE IN CIRCUMSTANCES ...................................................     42
15.  FEES, EXPENSES AND STAMP DUTIES ...........................................     45
16.  GUARANTEE AND INDEMNITY ...................................................     46
17.  CHANGES TO OBLIGORS AND SECURITY ..........................................     48
18.  REPRESENTATIONS AND WARRANTIES ............................................     50
19.  UNDERTAKINGS ..............................................................     54
20.  EVENTS OF DEFAULT .........................................................     75
21.  THE AGENTS AND THE OTHER FINANCE PARTIES ..................................     80
22.  PRO RATA PAYMENTS .........................................................     86
23.  SET-OFF ...................................................................     87
24.  NOTICES ...................................................................     87
25.  CONFIDENTIALITY ...........................................................     88
26.  CHANGES TO PARTIES ........................................................     89
27.  LENDERS' DECISIONS ........................................................     91
28.  INDEMNITIES ...............................................................     92
29.  MISCELLANEOUS .............................................................     93
30.  GOVERNING LAW AND SUBMISSION TO JURISDICTION ..............................     94
SCHEDULE 1 .....................................................................     95
Lenders ........................................................................     95
SCHEDULE 2 .....................................................................     96
Security Documents .............................................................     96
SCHEDULE 3 .....................................................................     97
Documentary Conditions Precedent ...............................................     97
SCHEDULE 4 .....................................................................    101
Part 1 - Drawdown Request - Advances ...........................................    101
Part 2 - Drawdown Request - Bank Guarantees ....................................    102
SCHEDULE 5 .....................................................................    103
Transfer Certificate ...........................................................    103
Schedule 1 to Transfer Certificate .............................................    106
Schedule 2 to Transfer Certificate .............................................    107
Particulars relating to the Transferee .........................................    107
SCHEDULE 6 .....................................................................    108
Accession Document .............................................................    108
SCHEDULE 7 .....................................................................    111
Auditors certificate ...........................................................    111
SCHEDULE 8 .....................................................................    112
Form of effective global rate letter ...........................................    112
SCHEDULE 9 .....................................................................    114
Part 1 - Distribution Companies ................................................    114
Part 2 - Storage and Logistics Companies .......................................    115
SCHEDULE 10 ....................................................................    116
</TABLE>

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<TABLE>
<S>                                                                                 <C>
Part 1 - Supply Agreements .....................................................    116
Part 2 - Other Material Contracts ..............................................    117
SCHEDULE 11 ....................................................................    119
Mandatory Cost Formulae ........................................................    119
</TABLE>

<PAGE>

THIS FACILITIES AGREEMENT is made on 26 June 2003 and is amended and restated in
accordance with an amendment and restatement agreement dated 2 July 2003

BETWEEN:

(1)   AGZ HOLDING (a company incorporated in France as a societe anonyme with
      registered number 413 765 108 RCS Paris) (the "PARENT");

(2)   ANTARGAZ (a company incorporated in France as a societe anonyme with
      registered number 572 126 043 RCS Nanterre) ("ANTARGAZ");

(3)   CREDIT LYONNAIS as mandated lead arranger (the "ARRANGER");

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

(5)   CREDIT LYONNAIS in its capacity as facility agent for the Lenders under
      the Senior Finance Documents (the "FACILITY AGENT"); and

(6)   CREDIT LYONNAIS in its capacity as agent for the Finance Parties under the
      Security Documents (the "SECURITY AGENT").

WHEREAS:

      The Parent has requested the Lenders to make available to it a EUR
      220,000,000 Term Facility and the Parent and Antargaz have requested the
      Lenders to make available to them and to other Borrowers (as defined
      below) a EUR 50,000,000 Revolving Facility, all for the purpose of
      refinancing and replacing borrowings under the Existing Facilities
      Agreement (as defined below).

THE PARTIES TO THIS AGREEMENT AGREE as follows:

1.    INTERPRETATION

1.1   DEFINITIONS

      In this agreement:

      "ACCESSION DOCUMENT" means an agreement substantially in the form set out
      in schedule 6 under which a Group Company becomes a Borrower and/or a
      Guarantor and becomes a party to the Intercreditor Agreement;

      "ACCOUNTING HALF-YEAR" means each period of approximately 26 weeks ending
      on the last day of September and March in a Financial Year;

      "ACQUISITION" means the acquisition of all the shares of Antargaz
      completed on 27 March 2001 in accordance with the Acquisition Documents;

      "ACQUISITION COSTS" means all fees, costs and expenses incurred by the
      Parent for the purpose of or in connection with the Acquisition;

      "ACQUISITION DOCUMENTS" means the Sale and Purchase Agreement, the
      Warranty Agreement and all other documents and agreements made between any
      Vendor and any Group Company in connection with the Sale and Purchase
      Agreement;

                                       1
<PAGE>

      "ADVANCES" means the Term Advance and the Revolving Advances;

      "AFFILIATE" means a Subsidiary or a Holding Company of another person or
      any other Subsidiary of a Holding Company of that other person;

      "AGENTS" means the Facility Agent and the Security Agent;

      "ANNUAL ACCOUNTS" means the audited annual accounts of the Group delivered
      or to be delivered to the Facility Agent under clause 19.10(c)(i)
      (Financial statements);

      "APPROVED ACCOUNTING PRINCIPLES" means French gaap and, subject to those
      principles, the accounting principles, standards and practices on the
      basis of which the Original Audited Accounts were prepared (adjusted to
      take account of those differences referred to in the Disclosure Letter);

      "APPROVED PROJECTIONS" means the financial projections and forecast for
      the business of the Group in the agreed form prepared on a basis
      consistent with the Approved Accounting Principles;

      "AUDITORS" means PricewaterhouseCoopers and Ernst & Young and/or any other
      firm of accountants which the Parent appoints in accordance with clause
      19.10(b) (Books of account and auditors);

      "AVAILABILITY PERIOD" means the period starting on the Signing Date and
      ending:

      (a)   on 7 July 2003 (inclusive) in the case of the Term Facility; and

      (b)   one month before the Revolving Facility Repayment Date in the case
            of the Revolving Facility;

      "BANK GUARANTEE" means a guarantee or letter of credit issued by an
      Issuing Lender under the Revolving Facility in the form agreed by the
      Parent, the Facility Agent and the relevant Issuing Lender;

      "BENEFICIARY" means the person approved by the relevant Issuing Lender in
      whose favour a Bank Guarantee has been or is to be issued;

      "BORROWERS" means the Parent, Antargaz and each other Group Company which
      becomes a borrower under this agreement in accordance with clause 17.1
      (Additional Borrowers);

      "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
      banks and financial markets are open in Paris and London for the
      transaction of business of the nature required by this agreement and:

      (a)   in relation to a transaction involving Euros, a day which is a
            Target Day; and

      (b)   in relation to a transaction involving the Optional Currency, a day
            on which banks and financial institutions are open in the principal
            financial centre of the country of the Optional Currency;

      "CASH COLLATERAL ACCOUNT" means an account with the Security Agent opened
      in the name of an Obligor into which amounts are to be paid for the
      purposes of clause 1.4 (Cash cover) and over which the Security Agent has
      or shall have a first priority security interest under the Security
      Documents;

      "CASH EQUIVALENTS" has the meaning given to it in clause 19.12 (Financial
      definitions);

                                       2
<PAGE>

      "CERTAIN FUNDS PERIOD" means the period commencing on the Signing Date and
      ending on the earlier of (a) the first Drawdown Date (inclusive) and (b)
      the last day of the Availability Period of the Term Facility (inclusive);

      "COMMITMENT" means, in relation to a Lender, its Term Commitment or its
      Revolving Commitment;

      "CONSTITUTIONAL DOCUMENTS" means the statuts and k-bis of the Parent in
      the agreed form;

      "CONTINGENT LIABILITY" means:

      (a)   the maximum actual and/or contingent liability of an Issuing Lender
            under a Bank Guarantee at any time; or

      (b)   the maximum actual and/or contingent liability of a Lender in
            relation to a Bank Guarantee at any time under clause 6.4(b)
            (Indemnities);

      "CONTROLLING INVESTOR" means any entity which:

      (a)   holds 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

      (b)   has the right to determine the composition of a majority of the
            board of directors (or like body) of the Parent; or

      (c)   has "control" (as defined in article L. 233-3 of the French
            Commercial Code) of the Parent;

      "CORE BUSINESS" means the existing core business of the Group as at the
      Signing Date, consisting of the purchase, storage and distribution of
      butane and propane-based LPG (liquified petroleum gaz);

      "CREDITOR ACCESSION AGREEMENT has the meaning given to it in the
      Intercreditor Agreement;

      "DEFAULT" means an Event of Default or a Potential Event of Default;

      "DERIVATIVE INSTRUMENT" means any forward rate agreement, option, swap,
      cap, floor, any combination or hybrid of the foregoing and any other
      financial derivative agreement;

      "DISCLOSURE LETTER" means the letter dated the Signing Date and delivered
      by the Parent addressed to (and countersigned by) the Facility Agent
      stating that it is the Disclosure Letter referred to in this agreement
      and, amongst other things, making certain disclosures against, and
      qualifying the extent of, certain representations and warranties in Clause
      18 (Representations and Warranties);

      "DISTRIBUTION COMPANIES" means the companies and other corporate entities
      listed in part 1 of schedule 9;

      "DRAWDOWN DATE" means the date for the making of a Drawing, as specified
      by the relevant Borrower in the relevant Drawdown Request;

      "DRAWDOWN REQUEST" means a notice requesting an Advance or the issue of a
      Bank Guarantee in the form set out in part 1 or 2 (as appropriate) of
      schedule 4;

      "DRAWING" means a utilisation by a Borrower of a Facility;

                                       3
<PAGE>

      "EBITDA" has the meaning given to it in clause 19.12 (Financial
      definitions);

      "ENVIRONMENT" means any and all living organisms (including man),
      ecosystems, gases, air, vapours, liquids, water, land, surface and
      sub-surface soils, rock and all other natural resources or part of such
      resources, including artificial or man-made buildings, structures or
      enclosures;

      "ENVIRONMENTAL APPROVAL" means any consent required under or in relation
      to Environmental Laws;

      "ENVIRONMENTAL LAWS" means all international, European Union, national,
      federal, state or local statutes, orders, regulations or other law or
      subordinate legislation or common law or guidance notes or regulatory
      codes of practice, circulars and equivalent controls (including judicial
      interpretation of any of the foregoing) concerning the Environment or
      health and safety which are in existence now or in the future and are
      binding at any time on any Group Company in the relevant jurisdiction in
      which that Group Company has been or is operating (including by the export
      of its products or its waste to that jurisdiction);

      "EONIA" means in relation to a Business Day and any amount in Euro:

      (a)   the overnight rate per annum calculated by the European Banking
            Federation for the relevant Business Day which appears on Telerate
            Screen page 247 or any other service which displays such rate which
            the Facility Agent, after consultation with the Lenders and the
            Parent, selects; or

      (b)   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;

      "EQUITY DOCUMENTS" means the Constitutional Documents, the Shareholders
      Agreement and all other documents and agreements entered into in
      connection with any of those documents;

      "EQUITY INVESTORS" means the Original Equity Investors and any assignee or
      transferee of any interest in the Group under the Shareholders Agreement
      or of any other rights under any Equity Document;

      "EURIBOR" means, in relation to any Advance or overdue amount in Euro, the
      rate per annum equal to the offered quotation which appears on Telerate
      Screen page 248 (or any replacement page on that service) as of 11.00 am
      on the applicable Rate Fixing Day for a period comparable to its Interest
      Period or, if no Telerate service is available, on any other service which
      displays an average European Banking Federation Interest Settlement Rate
      for Euro which the Facility Agent, after consultation with the Lenders and
      the Parent, selects;

      "EURO", "EUR" and "E" means the single currency of the Participating
      Member States of the European Union;

      "EURO EQUIVALENT" means, in relation to an amount denominated in a
      currency other than Euro, the amount of that currency converted into the
      relevant amount of Euros at the Euro Spot Rate;

                                       4
<PAGE>

      "EURO SPOT RATE" means the spot rate of exchange of the Facility Agent (as
      determined by the Facility Agent) for the purchase of the aggregate amount
      of Euros with a currency other than Euro in the European foreign exchange
      market in the ordinary course of business at or about 10:00 am on a
      particular day;

      "EVENT OF DEFAULT" means any event specified in clause 20.1 (List of
      events);

      "EXISTING FACILITIES" means the Existing Term Facilities and the Existing
      Revolving Facility;

      "EXISTING REVOLVING FACILITY" means the revolving credit facility in the
      principal amount of EUR 46,000,000 granted to the Borrowers under the
      Existing Facilities Agreement;

      "EXISTING TERM FACILITIES" means the term facilities in the outstanding
      principal amount of EUR 261,427,755.10 as of the date hereof granted to
      the Parent under the Existing Facilities Agreement;

      "EXISTING FACILITIES AGREEMENT" means the senior credit agreement dated 15
      February 2001, as amended and restated on 27 March 2001 and 23 July 2002,
      between, inter alia, the Parent, Antargaz, the lenders named therein and
      Deutsche Bank AG London as facility agent and security agent in relation
      to the Existing Facilities;

      "FACILITIES" means the Term Facility and the Revolving Facility;

      "FEES LETTER" means the letter from the Facility Agent to the Parent dated
      on or about the Signing Date setting out details of certain fees payable
      by the Parent in connection with the Facilities;

      "FINANCE PARTIES" means the Arranger, each Agent, each Lender, each
      Issuing Lender and each Hedging Lender;

      "FINANCIAL INDEBTEDNESS" means (without double counting) any indebtedness
      in relation to or arising under or in connection with:

      (a)   any money borrowed (including any overdraft);

      (b)   any debenture, bond (other than a performance bond issued in the
            ordinary course of trading by one Group Company in relation to the
            obligations of another Group Company), note or loan stock or other
            similar instrument;

      (c)   any acceptance or documentary credit;

      (d)   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;

      (e)   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:

            (i)   arranged as a method of raising vendor financing; and

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

                                       5
<PAGE>

      (f)   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;

      (g)   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;

      (h)   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);

      (i)   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;

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

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

      "FINANCIAL YEAR" means the period of 12 months ending on 31 March in each
      year;

      "FINCO" means AGZ Finance, a company incorporated under the laws of the
      Grand Duchy Luxembourg as a societe anonyme with registered number RC
      Luxembourg B 87.750;

      "FRENCH GAAP" means accounting principles, standards and practices
      generally accepted from time to time in France;

      "GEOGAZ" has the meaning given to it in part 2 of schedule 10;

      "GEOVEXIN" has the meaning given to it in part 2 of schedule 10;

      "GROUP" means the Parent and its Subsidiaries from time to time;

      "GROUP COMPANY" means a member of the Group;

      "GROUPEMENT DONGES" means the groupement d'interets economiques Groupement
      Donges which has been established by Elf Antar France and the Parent
      pursuant to the Principal Supply Agreement referred to in part 1 of
      schedule 10;

      "GUARANTORS" means the Parent, Antargaz and each other Group Company which
      becomes a guarantor under this agreement;

                                       6
<PAGE>

      "HALF-YEAR ACCOUNTS" means the semi-annual consolidated management
      accounts of the Group delivered or to be delivered to the Facility Agent
      under clause 19.10(c)(ii)(Financial statements);

      "HEDGING AGREEMENTS" means Derivative Instruments entered into with the
      Hedging Lenders for the purpose of managing or hedging currency and/or
      interest rate risk in relation to the Term Facility;

      "HEDGING LENDER" means a Lender (or an Affiliate of a Lender) or an entity
      that is a party to an existing derivative instrument entered into by the
      Parent in relation to the Existing Term Facilities, in its capacity as
      provider of currency and/or interest rate hedging under any Hedging
      Agreement;

      "HIGH YIELD DOCUMENTS" means the High Yield Trust Deed, the High Yield
      Notes and all other documents evidencing the terms of the High Yield Notes
      and any other document or agreement entered into or executed pursuant
      thereto or in connection therewith;

      "HIGH YIELD GUARANTEE" means the subordinated guarantee set out in the
      High Yield Trust Deed and provided by the Parent in favour of the High
      Yield Trustee and the holders of the High Yield Notes pursuant to which
      the Parent guarantees the obligations of Finco under the High Yield
      Documents;

      "HIGH YIELD NOTES" means the high yield notes issued on 23 July 2002 by
      Finco in an aggregate principal amount of EUR 165,000,000, bearing
      interest at the rate of 10 per cent. per annum payable semi-annually on 15
      January and 15 July in each year, and maturing on 15 July 2011, the
      proceeds of which have been made available to the Parent through the
      subscription by Finco of the Intra-Group Bonds in accordance with the
      Intra-Group Bond Documents;

      "HIGH YIELD TRUST DEED" means the trust deed and/or other instrument
      pursuant to which the High Yield Notes have been issued;

      "HIGH YIELD TRUSTEE" means the trustee appointed on behalf of the holders
      of the High Yield Notes pursuant to the High Yield Trust Deed;

      "HOLDING COMPANY" means, in relation to any body corporate, any other body
      corporate of which it is a Subsidiary;

      "INTELLECTUAL PROPERTY" means the Intellectual Property Rights owned or
      used by Group Companies throughout the world or the interests of any Group
      Company in any of those Intellectual Property Rights, together with the
      benefit of all agreements entered into or the benefit of which is enjoyed
      by any Group Company relating to the use or exploitation of any of those
      Intellectual Property Rights;

      "INTELLECTUAL PROPERTY RIGHTS" means all patents and patent applications,
      trade and service marks and trade and/or service mark applications (and
      all goodwill associated with any such applications), all brand and trade
      names, all copyrights and rights in the nature of copyright, all design
      rights, all registered designs and applications for registered designs,
      all trade secrets, know-how and all other intellectual property rights;

      "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated on or
      before the date of the first Drawing entered into between, amongst others,
      each of the parties to the Senior Finance Documents, Finco and each of the
      Original Equity Investors;

      "INTEREST PERIOD" means a period by reference to which interest is
      calculated and payable on an Advance or overdue amount;

                                       7
<PAGE>

      "INTRA-GROUP BOND DOCUMENTS" means the Intra-Group Bonds, the terms and
      conditions of the Intra-Group Bonds set out in the Parent's Board
      resolution having decided on their issue and all related and ancillary
      documents;

      "INTRA-GROUP BONDS" means the subordinated bonds issued by the Parent to
      Finco in an aggregate principal amount equal to the aggregate principal
      amount of the High Yield Notes and under which payments of interest in
      cash by the Parent to Finco are subject to the provisions of the
      Intercreditor Agreement, will be no more frequent than semi-annual and
      will be at a scheduled rate no higher than 0.130 per cent. per annum above
      the interest rate payable in respect of the High Yield Notes;

      "INVESTMENT AMOUNT" means the aggregate (without double-counting) of the
      following amounts:

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

      (b)   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

      (c)   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;

      "ISSUING LENDER" means any Lender in its capacity as issuer of a Bank
      Guarantee;

      "JOINT VENTURE" means any joint venture, partnership or similar
      arrangement (including any Groupement d'interets economiques) or any
      company of which the Parent directly or indirectly owns some (but not all
      or substantially all) of the equity share capital (but excluding for the
      avoidance of doubt any Distribution Company);

      "LENDERS" means the Term Lenders and the Revolving Lenders;

      "LENDING OFFICE" means the office through which a Lender is acting for the
      purposes of this agreement, which, subject to clause 3.2 (Lending Office),
      will be the office set opposite the name of that Lender in schedule 1 (or
      in any relevant Transfer Certificate);

      "LIBOR" means, in relation to any Advance or overdue amount in the
      Optional Currency, the rate per annum equal to the offered quotation which
      appears on Telerate Screen page 3740 (or any replacement page on that
      service) as of 11.00 am (London time) on the applicable Rate Fixing Day
      for the Optional Currency for a period comparable to its Interest Period
      or, if no Telerate service is available, on any other service which
      displays British Bankers Association Interest Settlement Rate for the
      Optional Currency which the Facility Agent, after consultation with the
      Lenders and the Parent, selects;

      "MAJORITY LENDERS" means, at any time:

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

      (b)   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;

                                       8
<PAGE>

      "MANDATORY COST" means the percentage rate per annum calculated by the
      Facility Agent in accordance with Schedule 11 (Mandatory Cost Formulae);

      "MARGIN" means:

      (a)   in relation to the Term Facility, 1.45 per cent. per annum, subject
            to clause 7.6 (Margin adjustment);

      (b)   in relation to the Revolving Facility, 1.45 per cent. per annum,
            subject to clause 7.6 (Margin adjustment);

      "MATERIAL ADVERSE EFFECT" means any effect, event or matter:

      (a)   which is materially adverse to:

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

            (ii)  the ability of any Obligor to perform any of its payment
                  obligations under any Senior Finance Document or any of its
                  obligations under clause 19.11 (Financial Covenants); or

      (b)   which results in any Security Document not providing to the Security
            Agent security over the assets expressed to be secured under that
            Security Document;

      "MATERIAL COMPANY" means:

      (a)   each Obligor (other than the Parent), Finco, each Distribution
            Company and each Storage and Logistics Company; and

      (b)   any other Group Company (other than the Parent) whose profits, sales
            or gross assets exceed five per cent. of the consolidated profits,
            sales or gross assets (as the case of may be) of the Group and, for
            this purpose, the calculation of profits, sales or gross assets
            shall:

            (i)   be made in accordance with the Approved Accounting Principles;

            (ii)  in the case of a company which itself has Subsidiaries, be
                  made by using the consolidated profits, consolidated sales or
                  consolidated gross assets (as the case may be) of it and its
                  Subsidiaries; and

            (iii) be made by reference to:

                  (A)   the latest accounts of the relevant Subsidiary used for
                        the purposes of the then latest Annual Accounts; and

                  (B)   the then latest Annual Accounts;

      "MATERIAL CONTRACTS" means the Supply Agreements and the agreements set
      out in part 2 of schedule 10;

      "MATURITY DATE" means the last day of an Interest Period for a Revolving
      Advance;

      "MEDIT" means Medit Mediterranea GPL SpA or any of its Affiliates;

                                       9
<PAGE>

      "NET PROCEEDS" means the aggregate consideration received by any Group
      Company in relation to the disposal of all or any part of the assets of
      any Group Company (including the amount of any inter-company debt of any
      Group Company disposed of which is repaid in connection with that
      disposal), but after deducting all Taxes and other reasonable costs and
      expenses incurred by continuing Group Companies in connection with that
      disposal;

      "OBLIGORS" means each Borrower and each Guarantor;

      "OPERATING BUDGET" means a budget, in such form and content as the
      Facility Agent shall reasonably require, comprising projected balance
      sheet, projected profit and loss account and projected cashflow statement
      (including details of projected capital expenditure) for the Group and
      forecast of the likely financial performance of the Group for a Financial
      Year, delivered under clause 19.10 (Information and accounting
      undertakings);

      "OPTIONAL CURRENCY" means USD;

      "ORIGINAL AUDITED ACCOUNTS" means the audited consolidated accounts of the
      Group for the Financial Year ending 31 March 2002;

      "ORIGINAL EQUITY INVESTORS" means P.A.I., UGI and Medit;

      "ORIGINAL MANAGEMENT ACCOUNTS" means the consolidated management accounts
      of the Group for the Financial Year ending 31 March 2003;

      "P.A.I." means FCPR PAI Europe III, a series of fonds communs de placement
      a risques established and managed or advised by P.A.I. Partners (formerly
      P.A.I. Management), or any fund or entity which is established and managed
      or advised by P.A.I. Partners;

      "PARTICIPATING MEMBER STATES" has the meaning given to it in council
      Regulation EC No. 1103/97 of 17 June, 1997 made under Article 235 of the
      Treaty on European Union;

      "PARTLY OWNED STORAGE AND LOGISTICS COMPANY" means a Storage and Logistics
      Company which is not a wholly-owned Subsidiary (whether directly or
      indirectly) of the Parent;

      "PERMITTED ACQUISITION" means any acquisition (the "PROPOSED ACQUISITION")
      by a Group Company of all the shares in a company or substantially all of
      the assets of a business, provided that:

      (a)   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;

      (b)   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 ratio of Total Net Debt to EBITDA of
            the Group tested by reference to the Testing Period ending on the
            Testing Date immediately preceding the date on which the Proposed
            Acquisition is completed but calculated including the Proposed
            Acquisition and quantifiable synergies from the Proposed Acquisition
            (such as purchasing synergies) will be no greater than the maximum
            level for such ratio as at that Testing Date as provided under
            clause 19.11(c) (Financial Covenants);

      "POTENTIAL EVENT OF DEFAULT" means an event specified in clause 20.1
      (Events of Default) which, with the giving of notice, the lapse of time or
      the making of any determination would constitute an Event of Default;

                                       10
<PAGE>

      "PRIVATE EQUITY CONTRIBUTION" means:

      (a)   any increase in the share capital of the Parent by way of cash
            contribution by the Equity Investors; or

      (b)   the incurrence by the Parent of Financial Indebtedness provided to
            it by any Equity Investor pursuant to an unsecured loan or other
            debt or debt equity instrument in each case deeply subordinated
            (with capitalised interests) on terms acceptable to the Facility
            Agent;

      "QUALIFYING LENDER" means, for the purposes of any Drawing by a Borrower,
      a bank or financial institution which:

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

      (b)   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;

      "RATE FIXING DAY" means, in relation to any period for which EURIBOR or
      LIBOR is to be determined:

      (a)   in the use of EURIBOR, two Target Days before the first day of that
            period, or

      (b)   in the use of LIBOR, two Business Days before the first day of that
            period;

      unless market practice differs in the relevant interbank market for a
      currency, in which case the Rate Fixing Day for that currency will be
      determined by the Facility Agent in accordance with market practice in the
      relevant interbank market;

      "RECEIVABLES" means, in relation to a Borrower, at any time, the unpaid
      portions of the obligations of any trade debtor of that Borrower in
      respect of the supply of goods or services by that Borrower;

      "REFINANCING" means the refinancing of the Existing Facilities;

      "REFINANCING COSTS" means all fees, costs and expenses incurred by the
      Obligors for the purpose of or in connection with the Refinancing;

      "REPAYMENT DATES" means each date on which an instalment is due for
      repayment under clause 10.1 (Term Advance), the Term Final Repayment Date
      and the Revolving Facility Repayment Date;

      "REVOLVING ADVANCE" means the principal amount of each advance made or to
      be made under the Revolving Facility, as reduced from time to time by
      repayment or prepayment;

      "REVOLVING COMMITMENT" means:

      (a)   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

                                       11
<PAGE>

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

      to the extent not cancelled, reduced or transferred by it under this
      agreement;

      "REVOLVING FACILITY" means the revolving credit facility made available by
      the Revolving Lenders under clause 2.1(b) (Facilities);

      "REVOLVING FACILITY REPAYMENT DATE" means 30 June 2008;

      "REVOLVING LENDERS" means:

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

      (b)   each Transferee which has become a party to this agreement in
            relation to the Revolving Facility in accordance with clause 26
            (Changes to parties),

      in each case until its entire participation in the Revolving Facility has
      been assigned or transferred to a Transferee in accordance with clause 26
      (Changes to parties) and all amounts owing to it under the Senior Finance
      Documents in relation to the Revolving Facility have been paid in full;

      "RHONE GAZ" has the meaning given to it in part 2 of schedule 9;

      "SALE AND PURCHASE AGREEMENT" means the agreement (protocole d'accord)
      dated 16 February 2001, as amended pursuant to amendment agreements dated
      26 March 2001 and 22 August 2001, relating to the acquisition of the
      shares of Antargaz made between, amongst others, the Parent as purchaser
      and the Vendors;

      "SECURITY DOCUMENTS" means each of the security documents specified in
      schedule 2 and all other documents creating, evidencing or granting a
      Security Interest in favour of any Finance Party in relation to the
      obligations of any Obligor under any Senior Finance Document;

      "SECURITY INTEREST" means any mortgage, pledge, lien, right of set-off,
      assignment by way of security, reservation of title, any other security
      interest or any other agreement or arrangement (including a sale and
      repurchase arrangement) having the commercial effect of conferring
      security;

      "SENIOR FINANCE DOCUMENTS" means this agreement, each Security Document,
      the Intercreditor Agreement, each Hedging Agreement, each Accession
      Document, each Transfer Certificate, the Fees Letter, the Disclosure
      Letter, the subordination provisions expressed to be given for the benefit
      of the Finance Parties in the High Yield Documents and any other document
      designated as a Senior Finance Document by the Parent and the Facility
      Agent;

      "SENIOR MANAGEMENT TEAM" means Mr. Francois Varagne, Mr. Yves de Gerard,
      Mr. Duprez and Mr. Delaplace;

      "SERVICE CONTRACTS" means the contracts of employment made between
      Antargaz and each member of the Senior Management Team;

      "SHAREHOLDERS AGREEMENT" means the shareholders agreement dated 9 April
      2002 between the Original Equity Investors governing the relationship
      between the Original Equity Investors as shareholders in the Parent;

      "SIGNING DATE" means the date of this agreement;

                                       12
<PAGE>

      "SOBEGAL" has the meaning given to it in part 2 of schedule 9;

      "STORAGE AND LOGISTICS COMPANIES" means the companies and other corporate
      entities listed in part 2 of schedule 9;

      "SUBSIDIARY" means:

      (a)   an entity of which a company or other entity has from time to time
            direct or indirect control (as defined in article L233-3 of the
            French Commercial Code (as in force at the date of this agreement,
            but excluding paragraph III thereof)); or

      (b)   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 referred to in the Disclosure
            Letter for the purposes of the preparation of consolidated financial
            statements of the Parent;

      "SUPPLY AGREEMENTS" means the agreements set out in part 1 of schedule 10;

      "SYNDICATION DATE" means the earlier of:

      (a)   the date the Facility Agent notifies the Parent and the other
            Finance Parties that primary syndication has been completed; and

      (b)   the date falling 90 days after the first Drawdown Date;

      "SYNDICATION MEMORANDUM" has the meaning given to it in clause 3.4(a)(i)
      (Syndication);

      "TARGET DAY" means a day on which the Trans-European Automated Real-Time
      Gross Settlement Express Transfer system is operating;

      "TAXES" means all present and future income and other taxes, levies,
      assessments, imposts, deductions, charges, duties, compulsory loans and
      withholdings (wherever imposed) and any charges in the nature of taxation
      together with interest thereon and penalties and fines in relation
      thereto, if any, and any payments made on or in relation thereof and
      "TAXATION" shall be construed accordingly;

      "TERM ADVANCE" means the principal amount of the advance made or to be
      made under the Term Facility, as reduced from time to time by repayment or
      prepayment;

      "TERM COMMITMENT" means:

      (a)   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

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

      to the extent not cancelled, reduced or transferred by it under this
      agreement;

      "TERM FACILITY" means the term loan facility made available by the Term
      Lenders under clause 2.1(a) (Facilities);

      "TERM FINAL REPAYMENT DATE" means 30 June 2008;

                                       13
<PAGE>

      "TERM LENDERS" means:

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

      (b)   each Transferee which has become a party to this agreement in
            relation to the Term Facility in accordance with clause 26 (Changes
            to parties),

      in each case until its entire participation in the Term Facility has been
      assigned, cancelled or transferred to a Transferee in accordance with
      clause 26 (Changes to parties) and all amounts owing to it under the
      Senior Finance Documents in relation to the Term Facility have been paid
      in full;

      "TOTAL COMMITMENTS" means the aggregate of all the Commitments at any
      time;

      "TRANSACTION DOCUMENTS" means the Senior Finance Documents, the Equity
      Documents, the Acquisition Documents, the Supply Agreements, the Service
      Contracts, the High Yield Documents and the Intra-Group Bond Documents;

      "TRANSFER CERTIFICATE" means a certificate substantially in the form set
      out in part 1 of schedule 5;

      "TRANSFEREE" has the meaning given to it in clause 26.2(a) (Assignments
      and transfers by Lenders);

      "TREATY ON EUROPEAN UNION" means the Treaty of Rome signed on 25 March
      1957 as amended by the Single European Act 1986 and the Maastricht Treaty
      signed on 7 February 1992;

      "UGI" means UGI France, Inc., a Subsidiary of UGI Corporation, or any of
      its Affiliates;

      "USD DOLLAR", "DOLLAR" or "USD" means the lawful currency for the time
      being of the United States of America;

      "WARRANTY AGREEMENT" means the warranty agreement (convention de garantie)
      dated 16 February 2001, as amended on 22 August 2001, made between the
      Vendors and the Purchaser in connection with the Sale and Purchase
      Agreement; and

      "VENDORS" means Elf Antar France and Elf Aquitaine.

1.2   CONSTRUCTION

      In this agreement, unless a contrary intention appears, a reference to:

      (a)   a document being "IN THE AGREED FORM" means in a form agreed between
            the Parent and the Facility Agent;

      (b)   an "AGREEMENT" includes any legally binding arrangement, concession,
            contract, deed or franchise (in each case whether oral or written);

      (c)   an "AMENDMENT" includes any amendment, supplement, variation,
            novation, modification, replacement or restatement and "AMEND",
            "AMENDING" and "AMENDED" shall be construed accordingly;

      (d)   "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;

                                       14
<PAGE>

      (e)   a "CONSENT" includes an authorisation, approval, exemption, licence,
            order, permission or waiver;

      (f)   a "FILING" includes any filing, registration, recording or notice;

      (g)   a "GUARANTEE" includes:

            (i)   an indemnity;

            (ii)  a cautionnement simple, a cautionnement solidaire and a
                  garantie autonome; and

            (iii) any other obligation (whatever called) of any person:

                  (A)   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

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

            and "GUARANTEED" and "GUARANTOR" shall be construed accordingly;

      (h)   "INCLUDING" means including without limitation and "INCLUDES" and
            "INCLUDED" shall be construed accordingly;

      (i)   "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;

      (j)   "LOSSES" includes losses, actions, damages, claims, proceedings,
            costs, demands, expenses (including fees) and liabilities and "LOSS"
            shall be construed accordingly;

      (k)   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:

            (i)   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

            (ii)  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,

            and references to "MONTHS" shall be construed accordingly;

      (l)   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;

                                       15
<PAGE>

      (m)   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

      (n)   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.

1.3   OTHER REFERENCES

      In this agreement, unless a contrary intention appears:

      (a)   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;

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

      (c)   a reference to (or to any specified provision of) any agreement or
            document (including the Senior 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 Senior
            Finance Document;

      (d)   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;

      (e)   a time of day is a reference to Paris time;

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

      (g)   words importing the plural shall include the singular and vice
            versa.

1.4   CASH COVER

      (a)   If a Borrower is obliged under this agreement to repay or prepay or
            provide cash cover in relation to any contingent liability under a
            Bank Guarantee that Borrower shall, on the date for that repayment,
            prepayment or provision of cash cover:

            (i)   by agreement with the relevant Beneficiary, reduce that
                  contingent liability by the relevant amount; or

            (ii)  pay the relevant amount to the credit of a Cash Collateral
                  Account.

      (b)   Any amounts standing to the credit of any Cash Collateral Account
            shall bear interest at the rate normally offered to corporate
            depositors on similar deposits by the Finance Party with which that
            account is held.

                                       16
<PAGE>

1.5   CURRENCY CONVERSION

      For the purposes of the Senior Finance Documents (other than clauses 19.11
      (Financial covenants) to 19.14 (Calculation adjustments) (inclusive)), if
      a Euro amount needs to be determined, any amount which is denominated in a
      currency other than Euro will be converted into Euro using the Euro Spot
      Rate on that date.

2.    THE FACILITIES

2.1   FACILITIES

      Subject to the other provisions of this agreement:

      (a)   the Term Lenders agree to make available to the Parent, a term loan
            facility in a maximum aggregate principal amount not exceeding EUR
            220,000,000, which shall be available by way of a single Term
            Advance in Euro;

      (b)   the Revolving Lenders agree to make available to the Borrowers a
            revolving credit facility in a maximum aggregate principal amount
            not exceeding EUR 50,000,000 (or its equivalent in the Optional
            Currency), which shall be available by way of Revolving Advances and
            Bank Guarantees in Euro and/or the Optional Currency).

2.2   PURPOSE

      (a)   The proceeds of the Term Advance shall be applied in or towards
            discharging existing indebtedness of the Parent under the Existing
            Term Facilities.

      (b)   The proceeds of the Revolving Advances and each Bank Guarantee shall
            be used for the working capital requirements of Group Companies
            arising after the first Drawdown Date (excluding any payment of the
            purchase price for the assets acquired in accordance with clause
            19.4 (Acquisition and investment undertakings)), provided however
            that a Revolving Advance may be drawn down by the Parent on the
            first Drawdown Date for the purpose of discharging existing
            indebtedness of the Parent under the Existing Term Facility provided
            that, if made, such first Revolving Advance shall be repaid no later
            than four Business Days after the first Drawdown Date out of the
            cash of the Parent (and not out of the proceeds of a Rollover
            Advance).

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

2.3   PARENT AS OBLIGORS' AGENT

      Each Obligor irrevocably appoints the Parent as its agent for the purpose
      of:

      (a)   executing and delivering on its behalf any Accession Document and
            any other agreement or document capable of being entered into by
            that Obligor under or in connection with the Senior Finance
            Documents;

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

                                       17
<PAGE>

      (c)   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 Senior Finance Documents (including confirmation
            of continuation of guarantee obligations in connection with any
            amendment or consent in relation to the Facilities).

      The appointment of the Parent as the agent of an Obligor for any purpose
      set out above does not prevent that Obligor from taking the relevant
      action in its own name.

3.    PARTICIPATION OF LENDERS

3.1   BASIS OF PARTICIPATION

      Subject to the other provisions of this agreement:

      (a)   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

      (b)   each Revolving Lender will participate in each Drawing of the
            Revolving Facility (in the case of a Bank Guarantee by way of
            indemnity in favour of the Issuing Lender under clause 6.4(b)
            (Indemnities)) in the proportion which its Revolving Commitment
            bears to the total Commitments in relation to the Revolving Facility
            as at the relevant Drawdown Date.

3.2   LENDING OFFICE

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

      (b)   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.

      (c)   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.

3.3   RIGHTS AND OBLIGATIONS OF FINANCE PARTIES

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

            (i)   result in any other Finance Party incurring any liability; or

            (ii)  relieve any Obligor or any other Finance Party from its
                  obligations under the Senior Finance Documents.

      (b)   Subject to the other provisions of the Senior Finance Documents,
            each Finance Party has the right to protect and enforce its rights
            arising out of the Senior 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.

                                       18
<PAGE>

3.4   SYNDICATION

      (a)   The Facilities are being made available by the Lenders with the
            intention (but not the obligation) that the Facility Agent should
            co-ordinate primary syndication. Each Obligor undertakes to assist
            and co-operate with the Facility Agent in syndication in such a
            manner and to such an extent as the Facility Agent may reasonably
            request, including by:

            (i)   the preparation, review and approval of a syndication
                  information memorandum in relation to the Group and the
                  business, trading, prospects, financial condition, assets and
                  liabilities of the Group as a whole and of each Group Company;

            (ii)  participating in presentations to potential Lenders concerning
                  the activities of the Group as a whole and of each Group
                  Company; and

            (iii) selecting Interest Periods in relation to Advances no longer
                  than one month in relation to all Advances made on or before
                  the date falling 90 days after the first Drawdown Date.

      (b)   Before the Syndication Date, no Lender may assign, transfer,
            sub-participate, sub-contract or deliver a Transfer Certificate in
            relation to all or any part of its rights or obligations under any
            Senior Finance Document without the prior consent of the Facility
            Agent.

4.    CONDITIONS PRECEDENT

4.1   INITIAL CONDITIONS PRECEDENT

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

            (i)   the Facility Agent has received all of the documents and
                  information specified in 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));

            (ii)  the Facility Agent is satisfied that the Refinancing will
                  occur immediately after the making of the Term Advance and, as
                  the case may be, a Revolving Advance to be made on the first
                  Drawdown Date; and

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

      (b)   The Facility Agent shall deliver to the Parent on the Signing Date a
            letter containing the list of the documents and information
            specified in schedule 3 (Documentary Conditions Precedent) which it
            has received in form and substance satisfactory to it on or before
            the Signing Date.

4.2   FAILURE TO SATISFY INITIAL CONDITIONS PRECEDENT

      Except as the Facility Agent (acting on the instructions of all the
      Lenders) agrees otherwise, if the conditions referred to in clause 4.1
      (Initial conditions precedent) have not been fulfilled or waived in
      writing on or before the last day of the Availability Period for the Term
      Facility:

                                       19
<PAGE>

      (a)   all the Commitments will automatically be cancelled; and

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

4.3   ADDITIONAL CONDITIONS PRECEDENT TO DRAWINGS

      Subject to clause 4.4 (Rollover Advances) and subject (in respect of the
      first Drawing) to clause 20.3 (Certain Funds Period), the obligations of
      the Lenders to make any Drawing available are subject to the conditions
      precedent that, on both the date of the relevant Drawdown Request and the
      relevant Drawdown Date:

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

      (b)   the representations and warranties set out in clause 18
            (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

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

4.4   ROLLOVER ADVANCES

      If, in relation to a Revolving Advance (the "ROLLOVER ADVANCE"):

      (a)   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;

      (b)   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

      (c)   the proceeds of the Rollover Advance are applied in repaying the
            existing Revolving Advance,

      then, unless any notice is then outstanding under clause 20.2
      (Cancellation and repayment), the Lenders may not refuse to advance the
      Rollover Advance by reason of the conditions specified in clause 4.3(a) or
      (b) (Additional conditions precedent to Drawings) not being satisfied.

5.    DRAWDOWN PROCEDURES

5.1   DELIVERY OF DRAWDOWN REQUESTS

      In order to utilise a Facility, the relevant Borrower must deliver to the
      Facility Agent a duly completed Drawdown Request:

      (a)   in the case of any Advance to be borrowed on the first Drawdown
            Date, not later than 10:00 am on that date; and

      (b)   in the case of any other Advance, not later than 10:00 am three
            Business Days before the proposed Drawdown Date.

5.2   CONTENT OF DRAWDOWN REQUESTS

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<PAGE>

      Each Drawdown Request delivered to the Facility Agent must be in the
      applicable form set out in schedule 4 and must specify (or attach, as
      appropriate) the following:

      (a)   which Facility is to be utilised;

      (b)   the identity of the Borrower;

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

      (d)   if the Drawing is by way of Advance, the amount and currency of that
            Advance, which must:

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

            (ii)  in the case of a Revolving Advance, be in an amount equal to
                  or less than (and in the case of a Revolving Advance in the
                  Optional Currency have a Euro Equivalent equal to or less
                  than) the undrawn portion of the total Commitments in relation
                  to the Revolving Facility and, if less (save for a Revolving
                  Advance made in accordance with clause 6.9 (Revolving Advance
                  to fund demands under Bank Guarantees)):

                  (A)   in the case of a Revolving Advance in Euro, a minimum of
                        EUR 2,500,000 and an integral multiple of EUR 500,000;
                        and

                  (B)   in the case of a Revolving Advance in the Optional
                        Currency, an amount in the Optional Currency having an
                        Euro Equivalent of not less than EUR 2,500,000 or, if
                        higher, being the Euro Equivalent of an integral
                        multiple of EUR 500,000; or

      (e)   if the Drawing is by way of an Advance, 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 8 (Selection of Interest Periods);

      (f)   if the Drawing is by way of an Advance, details of the payee and the
            account to which the proceeds of the Drawing are to be paid; and

      (g)   if the Drawing is by way of a Bank Guarantee:

            (i)   the amount and currency of that Bank Guarantee, which must be
                  in an amount equal to or less than (and in the case of a Bank
                  Guarantee in the Optional Currency have a Euro Equivalent
                  equal to or less than) the undrawn portion of the total
                  Commitments in relation to the Revolving Facility and, if
                  less:

                  (A)   in the case of a Bank Guarantee denominated in Euro, a
                        minimum of EUR 100,000; or

                  (B)   in case of a Bank Guarantee denominated in the Optional
                        Currency, an amount in the Optional Currency having an
                        Euro Equivalent of not less than EUR 100,000;

            (ii)  the Beneficiary of that Bank Guarantee;

            (iii) the expiry date of that Bank Guarantee, which must be a date
                  on or before the Revolving Facility Repayment Date;

                                       21
<PAGE>

            (iv)  the obligation to which the issue of that Bank Guarantee
                  relates; and

            (v)   the execution copy of the Bank Guarantee to be issued (which
                  must be in a form previously agreed by the Parent, the
                  Facility Agent and the relevant Issuing Lender).

5.3   REQUESTS IRREVOCABLE

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

5.4   NUMBER AND FREQUENCY OF REQUESTS

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

      (b)   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 (excluding any
            Revolving Advance made in accordance with clause 6.9 (Revolving
            Advance to fund demands under the Bank Guarantees) and fifteen Bank
            Guarantees (or, in each case, any higher number agreed by the
            Facility Agent) may be outstanding at any one time.

      (c)   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.

5.5   NOTICE TO THE LENDERS OF A PROPOSED DRAWING

      The Facility Agent will promptly give each Lender details of each Drawdown
      Request received and of the amount of that Lender's participation in the
      Drawing referred to in that Drawdown Request.

5.6   MAKING OF ADVANCES

      Subject to the provisions of this agreement, each Lender will make
      available to the Facility Agent its participation in the relevant Advance
      on the relevant Drawdown Date.

5.7   ISSUE OF BANK GUARANTEES

      (a)   Subject to the provisions of this agreement, the Issuing Lender will
            issue the relevant Bank Guarantee requested by delivery of that Bank
            Guarantee to (or to the order of) the relevant Beneficiary on the
            relevant Drawdown Date.

      (b)   No Bank Guarantee shall be issued for the account of a Group Company
            which is not a Borrower.

      (c)   Any Lender which agrees with the Parent and the Facility Agent that
            it will issue Bank Guarantees will be the Issuing Lender. The
            Facility Agent shall notify the Lenders of any such agreement.

5.8   EXPIRY

      No Drawing of the Revolving Facility will be permitted which gives rise to
      an actual or contingent liability of the relevant Borrower to any Lender
      which may mature after or otherwise extend beyond the Revolving Facility
      Repayment Date.

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<PAGE>

5.9   AUTOMATIC CANCELLATION

      Any part of the Term Commitments undrawn on the last day of the
      Availability Period for the Term Facility will be automatically cancelled.

5.10  REVOLVING FACILITY COMMITMENT

      On the date on which any Drawing is requested (whether or not in the
      Optional Currency) under the Revolving Facility, the Facility Agent shall
      determine whether the aggregate of:

      (a)   the amount in Euro of that Drawing or, if denominated in the
            Optional Currency, the Euro Equivalent (determined as at or about
            11:00 am three Business Days prior to the relevant Drawing Date) of
            that Drawing; and

      (b)   the Euro Equivalent (determined as at or about 11:00 am three
            Business Days prior to the relevant Drawing Date) of each existing
            Revolving Advance denominated in the Optional Currency which will be
            outstanding on the relevant Drawing Date; and

      (c)   each existing Revolving Advance denominated in Euro which will be
            outstanding on the relevant Drawing Date; and

      (d)   the Euro Equivalent (determined as at or about 11:00 am two Business
            Days prior to the relevant Drawing Date) of the total Contingent
            Liability of all the Lenders under Bank Guarantees already issued
            and denominated in the Optional Currency which will be outstanding
            on the relevant Drawing Date; and

      (e)   the total Contingent Liability of all the Lenders under Banks
            Guarantees already issued and denominated in Euro which will be
            outstanding on the relevant Drawing Date,

      exceeds the total Commitments in relation to the Revolving Facility. In
      the event that the total Commitments in relation to the Revolving Facility
      are so exceeded the requested Drawing under the Revolving Facility shall
      be reduced by the amount by which the total Commitments in relation to the
      Revolving Facility are so exceeded.

5.11  OPTIONAL CURRENCY AVAILABILITY

      If a Borrower requests a Drawing denominated in the Optional Currency
      under the Revolving Facility and, before 10:00 am on the Rate Fixing Day
      for that Drawing, the Facility Agent receives notice from a Lender (an
      "AFFECTED LENDER") that:

      (a)   the Optional Currency is not readily available to it in the amount
            required; or

      (b)   compliance with its obligation to participate in a Drawing in the
            Optional Currency would contravene a law or regulation applicable to
            that Affected Lender, then:

            (i)   the Facility Agent will notify the relevant Borrower to that
                  effect by 12.00 am (noon) on that Rate Fixing Day;

            (ii)  following any such notification the relevant Borrower may
                  notify the Facility Agent by 2.00 pm on that Rate Fixing Day
                  that it no longer requires that Drawing to be made;

            (iii) if the Facility Agent does not receive notification under
                  clause 5.11(b)(ii), the relevant Borrower and the Facility
                  Agent shall agree to adjust the amount of the Drawing to
                  exclude the participation of the Affected Lender; and

                                       23
<PAGE>

            (iv)  in the case of a Drawing by way of Advance, the Affected
                  Lender shall make a separate Revolving Advance in Euro in an
                  amount equal to the Euro Equivalent of the Affected Lender's
                  proposed participation in the Advance requested.

5.12  OPTIONAL CURRENCY FLUCTUATIONS

      (a)   The Facility Agent shall, if so requested by the Majority Lenders:

            (i)   calculate the aggregate Euro Equivalent of all outstanding
                  Drawings under the Revolving Facility as at the end of the
                  quarter in which that request was made (or on any other date
                  reasonably requested by the Majority Lenders); and

            (ii)  if the amount calculated under clause 5.12(a)(i) exceeds the
                  aggregate Revolving Commitments by more than five per cent.,
                  notify the Parent to that effect.

      (b)   Within five Business Days of any notification under clause
            5.12(a)(ii), the Parent shall prepay (or procure the prepayment of)
            Drawings under the Revolving Facility so as to reduce the aggregate
            Euro Equivalent of all outstandings under the Revolving Facility to
            an amount not exceeding the aggregate Revolving Commitments.

6.    DEMANDS UNDER BANK GUARANTEES

6.1   DEMANDS

      Each Issuing Lender shall, as soon as reasonably practicable after receipt
      by it of any demand under any Bank Guarantee, notify the Facility Agent of
      the amount of that demand and the Facility Agent, as soon as reasonably
      practicable after receipt of any such notice, shall notify the Parent, the
      Borrower for whose account that Bank Guarantee was issued (the "ACCOUNT
      PARTY") and the Revolving Lenders.

6.2   PAYMENTS

      (a)   The Account Party shall, immediately after receipt of any notice
            from the Facility Agent under clause 6.1 (Demands), pay to the
            Facility Agent (for the account of the relevant Issuing Lender) the
            amount demanded from that Issuing Lender (as notified to the
            Facility Agent under clause 6.1 (Demands)), less any amount standing
            to the credit of any Cash Collateral Account which has been paid to
            the credit of that Cash Collateral Account to provide cash cover in
            relation to the Bank Guarantee under which the relevant Issuing
            Lender has received demand (a "RELEVANT CREDIT").

      (b)   The Facility Agent shall pay to the relevant Issuing Lender any
            amount received by it from the Account Party under clause 6.2(a)
            together with any Relevant Credit.

      (c)   The Facility Agent is irrevocably authorised by the Account Party,
            following a demand under any Bank Guarantee, to apply any Relevant
            Credit in satisfaction of the Account Party's obligations in
            relation to that Bank Guarantee.

6.3   AUTHORITY TO PAY

      The Account Party irrevocably authorises each Issuing Lender to pay
      (without investigation or confirmation by it) any demand which appears on
      its face to be validly made under any Bank Guarantee issued by that
      Issuing Lender and agrees that, as between itself, the relevant Issuing
      Lender and the Lenders, that demand (in the absence of manifest error)
      shall be conclusive evidence that the demand has been properly made.

                                       24
<PAGE>

6.4   INDEMNITIES

      (a)   The Account Party irrevocably and unconditionally agrees to
            indemnify each Issuing Lender on demand against all losses which may
            be suffered or incurred by that Issuing Lender under or in
            connection with any Bank Guarantee.

      (b)   Without prejudice to the Account Party's obligations under clause
            6.4(a), each Revolving Lender irrevocably, unconditionally and
            severally agrees to pay to each Issuing Lender on demand an amount
            equal to its proportion of the amount which that Issuing Lender has
            paid under the relevant Bank Guarantee less the amount recovered
            from the Account Party under clause 6.4(a). No Revolving Lender is
            liable under this clause 6.4(b) for an amount greater than its
            proportion of the Contingent Liability under the relevant Bank
            Guarantee (unless the relevant Revolving Lender fails to pay the
            relevant Issuing Lender on demand, in which event it will compensate
            that Issuing Lender for all losses it suffers as a result of that
            failure).

      (c)   The Account Party irrevocably and unconditionally agrees to pay to
            each Revolving Lender on demand an amount equal to all payments by
            that Revolving Lender under clause 6.4(b) and to indemnify that
            Revolving Lender against all other losses which may be suffered or
            incurred by that Revolving Lender under or in connection with its
            obligations under clause 6.4(b).

6.5   INTEREST

      The Account Party shall pay interest on all amounts paid by an Issuing
      Lender under or in connection with any Bank Guarantee or by any Revolving
      Lender under clause 6.4(b) (Indemnities) from (and including) the date of
      payment by that Issuing Lender or that Revolving Lender up to (and
      including) the date of payment, calculated and payable in accordance with
      clause 7.4 (Default interest).

6.6   CONTINUING INDEMNITY

      (a)   The indemnities contained in clause 6.4 (Indemnities) (the
            "INDEMNITIES"):

            (i)   will remain in full force and effect until all the amounts to
                  which the Indemnities are expressed to relate have been paid
                  in full; and

            (ii)  are in addition to and are not in any way prejudiced by any
                  other security now or subsequently held by any person.

      (b)   Any settlement or discharge of any claim under any of the
            Indemnities shall be conditional on no payment made under the
            Indemnities being avoided or set aside or ordered to be refunded by
            virtue of any provision of any enactment relating to bankruptcy,
            insolvency or liquidation.

6.7   NO DISCHARGE

      The Indemnities shall not be discharged, diminished or in any way
      adversely affected as a result of any of the following (whether or not
      known to any Obligor or Finance Party):

      (a)   any time or waiver given to, or composition made with, any Obligor
            or any other person;

      (b)   any amendment to, or replacement of, any Senior Finance Document
            (however fundamental), or any other agreement or security;

                                       25
<PAGE>

      (c)   the taking, variation, compromise, renewal, release or refusal or
            neglect to perfect or enforce any right, remedies or security
            against any Obligor or any other person;

      (d)   any purported obligation of any Obligor or any other person to any
            Finance Party (or any security for that obligation) becoming wholly
            or partly void, invalid, illegal or unenforceable for any reason;

      (e)   any incapacity, lack of power, authority or legal personality or any
            change in the constitution of, or any amalgamation, consolidation or
            reconstruction of, any Obligor, Finance Party or other person;

      (f)   any Obligor or other person becoming insolvent going into
            receivership or liquidation, having an administrator appointed or
            becoming subject to any other procedure for the suspension of
            payments to or protection of creditors; or

      (g)   any other act, omission, circumstance, matter or thing which, but
            for this provision, might operate to impair the Indemnities.

6.8   NO SUBROGATION

      No Account Party shall, by virtue of any payment made under the
      Indemnities, claim any right of subrogation, contribution or indemnity
      against any person for so long as any amount remains payable or capable of
      becoming payable under any Senior Finance Document.

6.9   REVOLVING ADVANCE TO FUND DEMANDS UNDER BANK GUARANTEES

      (a)   Without prejudice to the relevant obligations of the Account Party
            under clause 6.2 (Payments), forthwith on the making of a demand
            pursuant to a Bank Guarantee (other than a demand made after the end
            of the Availability Period for the Revolving Facility), unless
            otherwise agreed between the Facility Agent and the Parent, the
            liability of the Account Party to indemnify the Issuing Lender in
            respect of that demand shall be deemed to have been fulfilled on the
            date of satisfaction by the Issuing Lender of that demand and the
            Account Party shall be deemed to have drawn a Revolving Advance in
            the currency of the relevant Bank Guarantee in the amount of that
            resulting liability so paid by the Issuing Lender, the proceeds of
            which shall be deemed forthwith to have been applied in discharge of
            that liability. The participation of each Revolving Lender in any
            such Advance shall be in the amount equal to the amount of its
            participation in the relevant Bank Guarantee by way of indemnity
            under clause 6.4(b) (Indemnities).

      (b)   The Interest Period relating to any Revolving Advance deemed made
            pursuant to clause 6.9(a) shall be deemed to begin on (and the
            Drawdown Date for that Revolving Advance (for the purpose of
            determining the applicable EURIBOR shall be deemed to be)) the date
            on which the relevant Issuing Lender makes payment under the
            relevant Bank Guarantee and that Interest Period shall be one month
            (or any other period which the Facility Agent and the Parent agree).
            All provisions of this agreement relating to Revolving Advances (as
            applicable) (including the provisions of clause 4 (Conditions
            precedent) and all provisions relating to the payment of interest
            and the repayment and prepayment of principal in respect of
            Revolving Advances) shall apply to any such Revolving Advance.

7.    INTEREST

7.1   RATE

                                       26
<PAGE>

      The rate of interest on each Advance for each of its Interest Periods is
      the rate per annum determined by the Facility Agent to be the aggregate
      of:

      (a)   the Margin for that Advance;

      (b)   EURIBOR or LIBOR, as the case may be, for that Advance during that
            Interest Period; and

      (c)   any applicable Mandatory Cost.

7.2   CALCULATION

      Interest will accrue daily from and including the first day of an Interest
      Period and be calculated on the basis of a 360 day year.

7.3   PAYMENT

      Each Borrower will pay interest accrued on each Advance made to it to the
      Facility Agent (for the account of the Lenders) in arrear on the last day
      of each Interest Period for that Advance and also, where that Interest
      Period is longer than six months, on the last day of each consecutive
      period of six months from (and including) the first day of that Interest
      Period.

7.4   DEFAULT INTEREST

      If an Obligor fails to pay any amount under any Senior Finance Document on
      its due date (including any amount payable under this clause 7.4) (an
      "OVERDUE AMOUNT"), that Obligor will pay default interest on that overdue
      amount from its due date to the date of actual payment (both before and
      after judgement) at a rate (the "DEFAULT RATE") determined by the Facility
      Agent to be one per cent. per annum above:

      (a)   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

      (b)   in any other case (including principal falling within clause 7.4(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").

      For the purposes of determining the rate of interest on an overdue amount
      under this clause 7.4, the Margin will be:

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

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

7.5   COMPOUNDING

      Default interest will be payable on demand by the Facility Agent and will
      be compounded in accordance with article 1154 of the French Civil Code.

7.6   MARGIN ADJUSTMENT

                                       27
<PAGE>

      (a)   Subject to clauses 7.6(b) to (d) (inclusive), if at any time as from
            the date of delivery to the Facility Agent of the Annual Accounts
            for the Financial Year ending 31 March 2004, 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:

            (i)   greater than 3.0:1, the Margin applicable to the Term Facility
                  and the Revolving Facility will be 1.75 per cent. per annum;

            (ii)  equal to or less than 3.0:1 but greater than 2.5:1 the Margin
                  applicable to the Term Facility and the Revolving Facility
                  will be 1.45 per cent. per annum;

            (iii) equal to or less than 2.5:1 but greater than 2.0:1, the Margin
                  applicable to the Term Facility and the Revolving Facility
                  will be 1.20 per cent. per annum;

            (iv)  equal to or less than 2.00:1, the Margin applicable to the
                  Term Facility and the Revolving Facility will be 0.85 per
                  cent. per annum.

      (b)   Any change in the Margin under clause 7.6(a) shall take effect
            during (but only during) the period 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 19.10(d) (Compliance certificates)) until (but excluding) the
            date (a "READJUSTMENT DATE") which is the earlier of:

            (i)   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 19.10(d) (Compliance certificates));
                  and

            (ii)  the latest date by which the Facility Agent should have
                  received the Accounts referred to in clause 7.6(b)(i) under
                  clause 19.10(c)(i) or 19.10(c)(ii) (Financial statements),

            and, on each Readjustment Date, the Margin applicable to the Term
            Facility and the Revolving Facility shall return to 1.75 per cent.
            per annum, unless a lower Margin is applicable under this clause
            7.6.

      (c)   No decrease in the Margin shall take effect if an Event of Default
            is outstanding. If an Event of Default occurs, the Margin applicable
            to the Term Facility and the Revolving Facility shall immediately
            return to (if it is not already) 1.75 per cent. per annum, until the
            time when no Event of Default is outstanding (when the Margin will
            again be determined in accordance with this clause 7.6).

      (d)   If:

            (i)   the Margin is:

                  (A)   decreased in accordance with this clause 7.6 by
                        reference to Half-Year Accounts; or

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

            (ii)  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,

                                       28
<PAGE>
            the Parent shall, promptly following demand by the Facility Agent,
            pay (or procure that the Borrowers pay) to the Facility Agent for
            the account of the Lenders the additional amount which would have
            been payable by the Borrowers if the Margin had been increased to
            the correct level during the relevant periods as shown by the
            relevant Annual Accounts. The Facility Agent's determination of any
            adjustments payable under this clause 7.6(d) shall, except in the
            case of manifest error, be conclusive.

7.7   NOTIFICATION

      The Facility Agent will notify the Parent and the Lenders of each
      determination of an interest rate (including a default rate) and each
      selection of a Default Interest Period under this clause 7 as soon as
      reasonably practicable after any such determination or selection is made.

7.8   EFFECTIVE GLOBAL RATE

      To comply with the provisions of articles L.313-4 to L.313-5 of the French
      Monetary and Financial Code (Code Monetaire et Financier), the Parent and
      the Lenders declare that the effective global rate for each of the
      Facilities cannot be calculated for the total duration of this agreement,
      primarily because of the floating rate of interest applicable to the
      Facilities and the relevant Borrower's selection of the duration of each
      Interest Period. However an example of the effective global rate
      calculation and the rate for a one month period shall be provided to the
      Parent by the Facility Agent on or before the date of this agreement
      substantially in the form set out in schedule 8.

8.    SELECTION OF INTEREST PERIODS

8.1   TERM FACILITY

      (a)   Subject to clause 3.4(a)(iii) (Syndication) and 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 10:00 am three Business
            Days before the start of that Interest Period (or any other period
            which the Facility Agent (acting on the instructions of all the
            Lenders) may agree).

      (b)   The first Interest Period for the Term Advance will start on its
            Drawdown Date and each subsequent Interest Period for the Term
            Advance will start on the last day of the immediately preceding
            Interest Period for the Term Advance.

      (c)   Each relevant Borrower 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 and, for this purpose, that
            Borrower may split the Term Advance into two separate Term Advances
            one of which shall (if applicable) be in an amount at least equal to
            the amount of the instalment due on the next following Repayment
            Date relating to the Term Advance and will have an Interest Period
            expiring on that Repayment Date.

      (d)   If a Borrower fails to select an Interest Period then, save as
            provided in this clause 8, 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 8.1(c).

      (e)   The first Interest Period for the Term Advance starting on the first
            Drawdown Date and any subsequent Interest Periods starting during
            the 15 day period following the first Drawdown Date shall be (unless
            otherwise agreed by the Parent and the Facility Agent) any number of
            days (less than a whole week) or any number of whole weeks (less
            than four) as selected by the Parent not later than 10 a.m. on the
            first day of any such Interest Period (if less than a

                                       29
<PAGE>

            whole week) or 10 a.m. three Business Days before the first day of
            any such Interest Period (if not less than a whole week), provided
            that the last Interest Period starting during such 15 day period
            shall be selected so as to end on 31 July 2003. By exception to the
            provision of clause 7.1 (Rate) and unless otherwise agreed by the
            Parent and the Facility Agent, the rate of interest on the Term
            Advance for any Interest Period that is less than a whole week will
            be the aggregate of (i) the Margin for that Advance, (ii) EONIA on a
            day-to-day basis during that Interest Period and (iii) any
            applicable Mandatory Costs.

8.2   REVOLVING FACILITY

      (a)   Subject to clause 3.4(a)(iii) (Syndication) and the other provisions
            of this agreement, the Interest Period for each Revolving Advance
            shall be one, two, three or six months, as selected by the relevant
            Borrower in the relevant Drawdown Request (or any other period which
            Facility Agent (acting on the instructions of all the Lenders) may
            agree).

      (b)   During the 15 day period following the first Drawdown Date, the
            Interest Period for each Revolving Advance drawn down during that
            period shall be (unless otherwise agreed by the Parent and the
            Facility Agent), as selected by the relevant Borrower in the
            relevant Drawdown Request, any number of days (less than a whole
            week) or any number of all weeks (less than four). During such
            15-day period, the Drawdown Request in respect of any Revolving
            Advance drawn for a period of less than one whole week may be
            delivered to the Facility Agent on the date of that Revolving
            Advance (but not later than 10:00 am on that date). Each Borrower
            shall select Interest Periods of Revolving Advances so that 31 July
            2003 will be the Maturity Date of each Revolving Advance outstanding
            immediately prior to that date. Any Revolving Advance made prior to
            31 July 2003 shall be denominated in Euro. By exception to the
            provisions of clause 7.1 (Rate) and unless otherwise agreed by the
            Parent and the Facility Agent, the rate of interest on any Revolving
            Advance in Euro for an Interest Period of less than a week will be
            the aggregate of (i) the Margin for that Advance, (ii) EONIA on a
            day-to-day basis during that Interest Period and (iii) any
            applicable Mandatory Cost.

8.3   NON-BUSINESS DAYS

      If any Interest Period would, but for this clause 8.3, end on a day which
      is not a Business Day, that Interest Period shall be extended to (and the
      Maturity Date in the case of a Revolving Advance shall be) the immediately
      following Business Day, unless the result of that extension would be to
      carry that Interest Period into another calendar month, in which case that
      Interest Period shall end on (and that Maturity Date shall be) the
      immediately preceding Business Day.

9.    MARKET DISRUPTION

9.1   MARKET DISRUPTION NOTICE

      If, in relation to any Advance (an "Affected Advance"):

      (a)   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
            LIBOR (as the case may be) applicable to that Affected Advance for
            an Interest Period; or

      (b)   Lenders whose participations in that Affected Advance exceed 50 per
            cent. of the amount of that Affected Advance notify the Facility
            Agent that EURIBOR or LIBOR (as the case may be) would not
            accurately reflect the cost to those Lenders of making or
            maintaining their

                                       30
<PAGE>
            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").

9.2   SUBSTITUTE BASIS

      During the 30 days following the giving of a Market Disruption Notice, the
      Affected Advance will be made and the Facility Agent and the Parent will
      negotiate in good faith in order to agree on a mutually acceptable
      substitute basis for calculating the interest payable on the relevant
      Affected Advance. If a substitute basis is agreed within that period, then
      it shall apply in accordance with its terms (and may be retrospective to
      the beginning of the relevant Interest Period). The Facility Agent will
      not agree a substitute basis under this clause 9.2 without first obtaining
      the approval of the Lenders.

9.3   COST OF FUNDS

      Unless and until a substitute basis is agreed under clause 9.2 (Substitute
      basis), the interest payable on each Lender's participation in the
      relevant Affected Advance for the relevant Interest Period will be the
      rate certified by that Lender to be its cost of funds (from any source
      which it may reasonably select) plus the applicable Margin.

9.4   UNAVAILABILITY OF EURO

      If, in relation to any proposed Drawing by way of an Advance, Lenders
      whose participations in that Advance exceed 50 per cent. of the amount of
      that Advance notify the Facility Agent that deposits in Euro will not be
      readily available to them in the European interbank market in order to
      enable them to fund their participations in that Advance, the Lenders will
      not be obliged to participate in the proposed Drawing and any Drawdown
      Request which has been served by the relevant Borrower will be deemed
      withdrawn.

10.   REPAYMENT OF DRAWINGS

10.1  TERM ADVANCE

      (a)   The Parent shall repay the Term Advance in instalments. Each such
            instalment will fall due for repayment on each date specified in
            column (1) below and shall be in the amount specified opposite that
            date in column (2) below. Any balance of the aggregate outstanding
            principal amount of the Term Advance remaining outstanding on the
            Term Final Repayment Date shall be repaid in full on that date:



<TABLE>
<CAPTION>
        (1)                                 (2)
       DATE                             AMOUNT (EUR)
-------------------                     ------------
<S>                                     <C>
30 September, 2003                        9,000,000
31 March, 2004                            9,000,000
30 September, 2004                        9,000,000
31 March, 2005                            9,000,000
30 September, 2005                        9,000,000
31 March, 2006                            9,000,000
30 September, 2006                        9,000,000
31 March, 2007                            9,000,000
30 September, 2007                        9,000,000
31 March, 2008                           39,000,000
30 June, 2008                           100,000,000
</TABLE>

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

                                       31
<PAGE>

10.2  REVOLVING ADVANCES REPAYMENT

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

      (b)   On the Maturity Date of the first Revolving Advance made on the
            first Drawdown Date pursuant to clause 2.2(b) (Purpose), as the case
            may be, the Parent shall repay that Revolving Advance out of the
            cash of the Parent (and not out of the proceeds of a Rollover
            Advance).

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

      (d)   On the Revolving Facility Repayment Date:

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

            (ii)  each Borrower will repay or prepay all amounts outstanding and
                  owed by it in relation to the Revolving Facility (together
                  with all its Contingent Liabilities).

      (e)   The Parent shall procure that:

            (i)   for a period of at least 15 consecutive Business Days during
                  the 18-month period following the first Drawdown Date, the
                  total amount of all Revolving Advances shall be reduced to EUR
                  10,000,000 (or its equivalent in other currencies); and

            (ii)  for a period of at least 10 consecutive Business Days during
                  each consecutive 12-month period following the end of the
                  18-month period referred to in sub-paragraph (i) above, the
                  total amount of all Revolving Advances shall be reduced to
                  zero;

11.   PREPAYMENT AND CANCELLATION

11.1  VOLUNTARY PREPAYMENT

      A Borrower may prepay all or any part of the Term Advance at any time
      without premium or penalty, provided that:

      (a)   the Facility Agent has received no less than five Business Days'
            irrevocable notice from the Parent of the proposed date and amount
            of the prepayment;

      (b)   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

      (c)   if paid other than on the last day of the Interest Period for the
            Term Advance, the relevant Borrower indemnifies the Lenders under
            clause 28.1 (General indemnity and breakage costs).

11.2  ADDITIONAL RIGHT OF PREPAYMENT

       If:

      (a)   interest on a Lender's participation in an Advance is being
            calculated in accordance with clause 9.3 (Cost of funds);

                                       32
<PAGE>

      (b)   a Borrower is required to pay any additional amount to a Lender
            under clause 13.1 (Gross up); or

      (c)   the Parent is required to pay any amount to a Lender under clause
            14.1 (Increased costs),

      then, without prejudice to the obligations of any Obligor under those
      clauses, the Parent may, whilst the circumstances continue, serve a notice
      of prepayment and cancellation on that Lender through the Facility Agent.
      If the Parent serves any such notice:

      (a)   on the date which is ten Business Days after the date of service of
            the notice, each Borrower shall:

            (i)   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 Senior Finance
                  Documents; and

            (ii)  provide cash cover in accordance with clause 1.4 (Cash cover)
                  in an amount equal to the total Contingent Liability (if any)
                  of that Lender in relation to Bank Guarantees; and

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

11.3  SALE, CHANGE OF CONTROL AND LISTING

      (a)   If a Change of Control, Listing (other than a Permitted Listing) or
            Sale occurs:

            (i)   all of the Lenders' Commitments will immediately be cancelled
                  and reduced to zero; and

            (ii)  each Borrower will immediately prepay all Advances drawn by
                  it, all Bank Guarantees issued for its account and all sums
                  advanced to it.

      (b)   For the purposes of this agreement:

            (i)   a "CHANGE OF CONTROL" will occur if:

                  (A)   the Permitted Controlling Investors cease 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

                  (B)   the Permitted Controlling Investors cease 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

                  (C)   the Permitted Controlling Investors cease after the date
                        of this agreement to have "control" (as defined in
                        article L. 233-3 of the French Commercial Code) of the
                        Parent;

                  (D)   UGI and Medit together cease at any time prior to the
                        third anniversary of the date of completion of the
                        Acquisition to hold at least 20 per cent. of the equity
                        share capital of the Parent or equity share capital
                        having the right to cast at

                                       33
<PAGE>
                        least 20 per cent. of the votes capable of being cast in
                        general meetings of the Parent; or

                   (E)  a Change of Control as defined in the High Yield
                        Documents occurs under the High Yield Documents;

                        it being specified that if a Change of Control is
                        triggered by UGI ceasing to be a Permitted Controlling
                        Investor as a result of any of the provisions of
                        paragraph (B)(1) or (3) of the definition of "Permitted
                        Controlling Investors" below, the date of such Change of
                        Control shall be the date UGI ceases to be a Permitted
                        Controlling Investor;

             (ii)  "LISTING" means a listing of all or any part of the share
                   capital of any Group Company on any investment exchange or
                   any other sale or issue by way of flotation or public
                   offering or any equivalent circumstances in relation to any
                   Group Company in any jurisdiction or country;

             (iii) "PERMITTED CONTROLLING INVESTORS" means:

                   (A)  P.A.I. (directly or indirectly through a wholly-owned
                        Subsidiary of P.A.I.); or

                   (B)  UGI, provided that:

                   (1)  (x)   if and when UGI becomes a Controlling Investor,
                              UGI's rating from Standard & Poor's Ratings Group
                              (a division of The McGraw Hill Companies, Inc.)
                              ("S&P") is at least BBB, provided that UGI shall
                              cease to be a Permitted Controlling Investor if,
                              at the time UGI's rating from, and as reviewed by,
                              S&P takes into account and reflects, for the first
                              time (and for the first time only) UGI becoming a
                              Controlling Investor, such rating (including the
                              Group) is lower than BBB and provided further that
                              such rating taking into account for the first time
                              UGI becoming a Controlling Investor shall be
                              obtained within a 6 month period following the
                              date it so becomes a Controlling Investor (the
                              "UGI GRACE PERIOD") failing which UGI shall cease
                              to be a Permitted Controlling Investor at the end
                              of the UGI Grace Period; or

                        (y)   if on the date UGI becomes a Controlling Investor
                              UGI has no rating from S&P, UGI shall nevertheless
                              be a Permitted Controlling Investor provided that
                              (I) it shall achieve a rating (taking into account
                              UGI becoming a Controlling Investor and including
                              the Group) of at least BBB from S&P within the UGI
                              Rating Grace Period or (II) alternatively if UGI
                              cannot obtain any rating from S&P, UGI Corporation
                              (or any of its Subsidiaries of whom UGI is a
                              Subsidiary) shall achieve a rating (taking into
                              account UGI becoming a Controlling Investor and
                              including the Group) of at least BBB from S&P
                              within the UGI Rating Grace Period (and UGI shall
                              cease to be a Permitted Controlling Investor if it
                              (or UGI Corporation in the case of (II)) has not
                              achieved such rating of at least BBB at the end of
                              the UGI Rating Grace Period, including in the
                              event that neither UGI nor

                                       34
<PAGE>
                              UGI Corporation (or any of its Subsidiaries of
                              whom UGI is a Subsidiary) can obtain any rating
                              from S&P within the UGI Rating Grace Period);

                        and further provided that during the UGI Rating Grace
                        Period no Restricted Payment (as defined in clause
                        19.9(c)(ii) (Restriction on payment of dividends)) shall
                        be made by the Parent;

                  (2)   if and when UGI becomes a Controlling Investor, the
                        ratio of Total Net Debt to EBITDA, tested by reference
                        to the Testing Period ending on the Testing Date falling
                        on or immediately preceding the date on which UGI
                        becomes a Controlling Investor, is no greater than (x)
                        3.50:1 if such date is on or before 30 September 2004,
                        (y) 3.25:1 if such date is after 30 September 2004 but
                        on or before 30 September 2006 or (z) 3.00:1 if such
                        date is after 30 September 2006; and

                  (3)   UGI shall only be a Permitted Controlling Investor to
                        the extent that it is a Subsidiary of UGI Corporation or
                        is UGI Corporation (and UGI shall cease to be a
                        Permitted Controlling Investor if ceases to be a
                        Subsidiary of UGI Corporation or is not UGI
                        Corporation).

            (iv)  "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;

            (v)   "PERMITTED LISTING" means a Listing which does not result in a
                  Change of Control.

11.4  ASSET DISPOSALS

      (a)   Subject to clauses 11.4(b) and 11.7 (Restrictions on upstreaming
            moneys), the Parent shall procure that the Net Proceeds of any
            disposal of any fixed asset exceeding EUR 80,000 (or its equivalent
            in other currencies) by a Group Company (other than a disposal
            permitted by clauses 19.3(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 17,500,000 (or
            its equivalent in other currencies)) are applied in prepayment of
            the Facilities.

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

      (c)   All such Net Proceeds which are not applied for the purposes
            specified in clause 11.4(a) will be applied in prepaying the
            Facilities on the last day of the Interest Period for the relevant
            Advances following the expiry of the 360 day period referred to in
            clause 11.4(b).

11.5  INSURANCE CLAIMS

      (a)   Subject to clauses 11.5(b), 11.5(c) and 11.7 (Restrictions on
            upstreaming moneys), if a Group Company receives any proceeds
            exceeding EUR 775,000 (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;

                                       35
<PAGE>

      (b)   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;

      (c)   All such proceeds which are not applied for the purposes specified
            in clause 11.5(b) will be applied in prepaying the Facilities
            following the expiry of the 360 day period referred to in clause
            11.5(b) or, if later, the last day of the Interest Period for the
            relevant Advances immediately following such date.

11.6  ORDER OF APPLICATION OF PREPAYMENTS

      (a)   Any amount to be applied in prepayment of the Facilities under
            clauses 11.1 (Voluntary prepayment), 11.4 (Asset disposals) and 11.5
            (Insurance claims) shall be applied:

            (i)   to prepay the Term Facility (x) in the order determined at the
                  discretion of the Parent in respect of any prepayment of the
                  Facilities under clause 11.1 (Voluntary Prepayment) or (y) in
                  the order set forth in paragraphs (d) and (e) below in respect
                  of any prepayment of the Facilities under clauses 11.4 (Asset
                  disposals) and 11.5 (Insurance claims);

            (ii)  provided that all amounts under the Term Facility have been
                  repaid first, in permanent prepayment of Revolving Advances,
                  in such order as the Parent may select by no less than three
                  Business Days' prior written notice to the Facility Agent and
                  thereafter in providing cash cover in respect of any
                  Contingent Liability under any Bank Guarantee issued under the
                  Revolving Facility.

      (b)   If any amount is applied in accordance with clause 11.6(a)(ii), the
            Revolving Commitments shall immediately be cancelled by the amount
            equal to each amount prepaid or provided as cash cover in relation
            to the Revolving Facility. Any such cancellation shall apply to the
            Revolving Commitment of each Revolving Lender on a pro rata basis.

      (c)   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 the relevant prepayment, designate
            which Drawings are to be prepaid on that date.

      (d)   Any amount to be applied in prepayment under clause 11.6(a)(i)(y)
            against the Term Advance shall be applied in the following order:

            (i)   first, up to 100 per cent. of the first scheduled instalment
                  of Term Advance set out in clause 10.1(a) (Term Advance) which
                  falls due for payment immediately following the date of that
                  prepayment; and

            (ii)  second, as to the balance (if any) of any such prepayment, up
                  to 100 per cent. of the second scheduled instalment of Term
                  Advance set out in clause 10.1(a) (Term Advance) which falls
                  due for payment immediately following the date of that
                  prepayment.

            Any remaining amount to be applied in prepayment under clause
            11.6(a)(i)(y) against the Term Advance shall be applied against the
            remaining scheduled instalments set out in clause 10.1(a) (Term
            Advance) on a pro rata basis.

11.7  RESTRICTIONS ON UPSTREAMING MONEYS

                                       36
<PAGE>

      (a)   Any amount to be applied in prepayment of the Facilities under 11.4
            (Asset disposals) and 11.5 (Insurance claims) shall (except where
            the relevant amount has been received directly by the Parent) be
            limited to the aggregate of:

            (i)   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 precompte) of the
                  relevant Subsidiaries (taking into account the percentage of
                  the Parent's shareholding in the relevant Subsidiaries); and

            (ii)  cash held by the Parent.

      (b)   Subject to clause 11.7(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 with the exception of the
            intercompany loan referred to in subparagraph (ix) of clause 19.3(a)
            (Disposals)) so as to permit partial prepayments of the Facilities
            under clauses 11.4 (Asset disposals) and 11.5 (Insurance claims) to
            take place. The difference between the amount to be applied in
            prepayment of the Facilities under clause 11.4 (Asset disposals)
            and/or 11.5 (Insurance claims) and the amount which can legally be
            prepaid under the limitations described at clause 11.7(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.

      (c)   If:

            (i)   any amount is required to be applied in prepayment or
                  repayment of the Facilities under this clause 11 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

            (ii)  those moneys cannot be so upstreamed or transferred without:

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

                  (B)   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 (precompte) or
                        otherwise),

            there will be no obligation to make that payment or repayment until
            that impediment no longer applies.

11.8  CANCELLATION OF TERM FACILITY

      The Parent may cancel the undrawn amount of the Term Commitments relating
      to the Term Facility in whole or in part (but, if in part, in a minimum
      amount of EUR 5,000,000 and an integral multiple of EUR 1,000,000) at any
      time during the Availability Period for the Term 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 any Term Commitments, the amount of the

                                       37
<PAGE>

      corresponding Term Facility will reduce accordingly. Any such cancellation
      shall reduce each Lender's Commitment in respect of the Term Facility on a
      pro rata basis.

11.9  CANCELLATION OF REVOLVING FACILITY

      (a)   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 11.3 (Sale,
            Change of Control and Listing), 11.4 (Asset disposals) or 11.5
            (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 five 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 reduce accordingly. Any such cancellation
            shall reduce each Lender's Revolving Commitment on a pro rata basis.

      (b)   No cancellation of the Revolving Facility may be made if it would
            result in the aggregate of the Revolving Advances and the Contingent
            Liability of all the Lenders under Bank Guarantees issued under the
            Revolving Facility at the time of the proposed cancellation
            exceeding the total Revolving Commitments at such time.

11.10 MISCELLANEOUS

      (a)   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.

      (b)   No amount prepaid or cancelled under this clause 11 may be redrawn
            or reinstated.

      (c)   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.

      (d)   No prepayment of a Drawing or cancellation of any Commitment may be
            made except in accordance with this agreement.

12.   PAYMENTS

12.1  BY LENDERS

      (a)   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 the currency in which the Advance
            is denominated and in immediately available cleared funds to the
            account specified by the Facility Agent for that purpose.

      (b)   The Facility Agent shall make the amounts paid to it available to
            the relevant Borrower on the date of receipt by payment in the same
            currency as received by the Facility Agent 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 12.1(a), the Facility Agent
            shall make that share available to the relevant Borrower as soon as
            practicable after receipt.

12.2  BY OBLIGORS

                                       38
<PAGE>

      (a)   On each date on which any amount is due from any Obligor under the
            Senior 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.

      (b)   Each payment under this agreement from an Obligor is to be made in
            Euro, except that:

            (i)   each repayment or prepayment of an Advance shall be in the
                  currency in which it was drawn;

            (ii)  each payment of interest shall be in same currency as the
                  amount in relation to which that interest is payable;

            (iii) each payment in respect of losses shall be made in the
                  currency in which the losses were incurred;

            (iv)  each payment under clause 13.1 (Gross up) or clause 14.1
                  (Increased costs) shall be made in the currency specified by
                  the claiming Finance Party; and

            (v)   any amount expressed to be payable in a currency other than
                  Euro shall be paid in that other currency.

      (c)   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 the same
            currency as received by the Facility Agent 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 12.2(a), the Facility
            Agent shall make that party's share available to it as soon as
            practicable receipt.

12.3  NETTING OF PAYMENTS

      If on any Drawdown Date:

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

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

      the Facility Agent may, without prejudice to the obligation of the
      relevant Obligor to make that payment apply any amount payable by the
      Revolving Lenders to that Obligor on that Drawdown Date in relation to the
      relevant Revolving Advance in or towards satisfaction of the amounts
      payable by that Obligor to the Revolving Lenders on that Drawdown Date.

12.4  ASSUMED RECEIPT

      Where an amount is to be paid under any Senior Finance Document for the
      account of another person, the Facility Agent will not be obliged to pay
      that amount to that person until it is satisfied that it has actually
      received that amount. If the Facility Agent nonetheless pays that amount
      to that person and the Facility Agent had not in fact received that
      amount, then that person will on request refund that amount to the
      Facility Agent. That person will be liable:

      (a)   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

                                       39
<PAGE>
            period from payment by the Facility Agent until refund to the
            Facility Agent of that amount; and

      (b)   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.

12.5  NO SET-OFF OR DEDUCTIONS

      All payments made by an Obligor under the Senior Finance Documents must be
      paid in full without set-off or counterclaim and not subject to any
      condition and free and clear of and without any deduction or withholding
      for or on account of any Taxes (except as provided in clause 13 (Taxes)).

12.6  BUSINESS DAYS

      Subject to clause 8.3 (Non-Business Days), if any amount would otherwise
      become due for payment under any Senior Finance Document on a day which is
      not a Business Day, that amount shall become due on the immediately
      following Business Day and all amounts payable under any Senior Finance
      Document calculated by reference to any period of time shall be
      recalculated on the basis of that extension of time.

12.7  APPLICATION OF MONEYS

      If any amount paid or recovered in relation to the liabilities of an
      Obligor under any Senior Finance Document is less than the amount then
      due, the Facility Agent shall apply that amount against amounts
      outstanding under the Senior Finance Documents in the following order:

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

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

      (c)   third, to unpaid interest;

      (d)   fourth, to unpaid principal (including provision of cash cover in
            relation to Contingent Liabilities); and

      (e)   fifth, to other amounts due under the Senior Finance Documents
            (other than the Hedging Agreements),

      in each case (other than (a)), pro rata to the outstanding amounts owing
      to the relevant Finance Parties (other than the Hedging Lenders) under the
      Senior Finance Documents taking into account any applications under this
      clause 12.7. Any such application by the Facility Agent will override any
      appropriation made by an Obligor.

13.   TAXES

13.1  GROSS UP

      If any deduction or withholding for or on account of Taxes or any other
      deduction imposed by its jurisdiction of incorporation from any payment
      made or to be made by an Obligor to any Finance Party or by the Facility
      Agent to any other Finance Party under any Senior Finance Document is
      required by law, then that Obligor will:

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

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<PAGE>

      (b)   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 13.1);

      (c)   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

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

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

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

13.2  EXEMPTIONS FROM GROSS-UP

      No additional amount will be payable to a Finance Party under clause 13.1
      (Gross up) to the extent that the relevant deduction or withholding would
      not have arisen if that Finance Party had been a Qualifying Lender at the
      time the relevant payment fell due (unless the reason it is not a
      Qualifying Lender is the introduction of, or a change in, any law or
      regulation, or a change in the interpretation or application of any law or
      regulation or in any practice or concession of the relevant tax authority,
      in each case occurring after the date of this agreement or after the date
      on which such Finance Party became a party to this Agreement).

13.3  INDEMNITY

      Without prejudice to clause 13.1 (Gross up), if, as a result of a tax
      change occurring after the date of this agreement on or after the date on
      which such Finance Party became a party to this Agreement, any Finance
      Party (or any person on its behalf) is required to make any payment in
      relation to Tax (other than Tax on its overall net income) on or
      calculated by reference to the amount of any payment received or
      receivable by that Finance Party (or any person on its behalf) under any
      Senior Finance Document (including under clause 13.1 (Gross up)) or any
      liability in relation to any such payment is assessed, levied, imposed or
      claimed against any Finance Party (or any person on its behalf), the
      Parent shall, on demand by the Facility Agent, forthwith indemnify that
      Finance Party (or relevant other person) against that payment or liability
      and any losses incurred in connection with that payment or liability.

13.4  FILINGS

      If an Obligor is required (or would in the absence of any appropriate
      filing be required) to make a deduction or withholding for or on account
      of Taxes or any other deduction contemplated by this clause 13, that
      Obligor and each relevant Finance Party shall promptly file all forms and
      documents which the appropriate Tax authority may reasonably require in
      order to enable that Obligor to make relevant payments under the Senior
      Finance Documents without having to make that deduction or withholding.

      Each Finance Party which is a Qualifying Lender by reason of paragraph (b)
      of the definition of "Qualifying Lender" in clause 1.1 (Definitions)
      shall, as soon as reasonably practicable after request from the Parent,
      file with any relevant Tax authority, or provide to the Parent, any Tax
      form, declaration or other document which the Parent has reasonably
      requested from that Finance Party for

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<PAGE>

      the purpose of enabling payments to be made by the relevant Obligor to
      that Finance Party under the Senior Finance Documents without deduction or
      withholding.

13.5  TAX CREDITS

      If an Obligor pays an additional amount under clause 13.1 (Gross up) and a
      Lender, in its sole opinion acting in good faith, receives an off-setting
      Tax credit or other similar Tax benefit arising out of that payment, that
      Lender shall reimburse to the relevant Obligor the amount which that
      Lender determines, in its sole opinion acting in good faith, is
      attributable to the relevant deduction, withholding or payment and will
      leave it in no better or worse position in relation to its worldwide Tax
      liabilities than it would have been in if the payment of that additional
      amount had not been required, to the extent that that Lender, in its sole
      opinion acting in good faith, can do so without prejudice to the retention
      of the amount of that credit or benefit and without any other adverse Tax
      consequences for it. Any such reimbursement shall be conclusive evidence
      of the amount due to that Obligor and shall be accepted by that Obligor in
      full and final settlement of any claim for reimbursement under this clause
      13.5.

13.6  TAX CREDIT RECOVERY

      If, following any reimbursement by a Lender under clause 13.5 (Tax
      credits), that Lender is required to relinquish or surrender any credit or
      benefit or suffers an adverse Tax consequence as a result of that
      reimbursement and that relinquishment, surrender or that adverse Tax
      consequence was not (or was not fully) taken into account in determining
      that reimbursement, the relevant Obligor shall, on demand, return to that
      Lender the proportion of the reimbursement which will compensate the
      Lender for that relinquishment, surrender or adverse Tax consequence.

13.7  TAX AFFAIRS

      Nothing in this clause 13 shall oblige any Lender to disclose any
      information to any person regarding its Tax affairs or Tax computations or
      interfere with the right of any Lender to arrange its Tax affairs in
      whatever manner it thinks fit.

14.   CHANGE IN CIRCUMSTANCES

14.1  INCREASED COSTS

      (a)   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:

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

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

            (iii) 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 Senior Finance Document,

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<PAGE>
            (each such increased cost, reduction, payment, foregone interest or
            other return being referred to in this clause 14.1 as an "INCREASED
            COST"), then:

                  (A)   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

                  (B)   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 Senior Finance Documents, making or
                        maintaining its participation in any Drawing, or
                        maintaining its Commitment).

      (b)   The certificate of an Affected Lender specifying the amount of
            compensation payable under clause 16.1(a) and the basis for the
            calculation of that amount is, in the absence of manifest error,
            conclusive.

      (c)   The Parent will not be obliged to compensate any Affected Lender
            under clause 16.1(a) in relation to any increased cost:

            (i)   compensated for by clause 13 (Taxes);

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

            (iii) 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 Basle Committee on Banking Regulations and
                  the Supervisory Practices dated July, 1988 and entitled
                  "International Convergence of Capital Measurement and Capital
                  Standards", or the directives of the European Council (as
                  amended or supplemented prior to the date of this Agreement)
                  of 17 April, 1989 on the own funds of credit institutions
                  (89/229/EEC) and of 18 December, 1989 on the solvency ratio
                  for credit institutions (89/647/EEC), 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;

            (iv)  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

            (v)   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.

      (d)   If any Holding Company of a Lender suffers a cost which would have
            been recoverable by that Lender under this clause 14.1 if that cost
            had been imposed on that Lender, that Lender shall be entitled to
            recover the amount of that cost under this clause 14.1 on behalf of
            the relevant Holding Company.

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<PAGE>

14.2  ILLEGALITY

      If it is or becomes contrary to any law or regulation for any Lender to
      make any of the Facilities available or to maintain its participation in
      any Advance or any of its Commitments, then that Lender may give notice to
      that effect to the Facility Agent and the Parent, whereupon:

      (a)   the relevant Borrowers will forthwith prepay that Lender's
            participation in all Advances then outstanding, together with all
            interest accrued on those Advances, provide cash cover in an amount
            equal to that Lender's Contingent Liability in relation to each Bank
            Guarantee and pay all other amounts due to that Lender under the
            Senior Finance Documents (including under clause 28.1 (General
            indemnity and breakage costs)); and

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

14.3  MITIGATION

      If circumstances arise in relation to a Lender which would or may result
      in:

      (a)   any Advance in which it participates becoming an Affected Advance
            under clause 9 (Market disruption); or

      (b)   an obligation to pay an additional amount to it under clause 13.1
            (Gross up); or

      (c)   a demand for compensation by it under clause 14.1 (Increased costs);
            or

      (d)   an obligation to prepay any amount to it under clause 14.2
            (Illegality),

      then, without in any way limiting, reducing or otherwise qualifying the
      obligations of the Obligors under the clauses referred to above, that
      Lender will notify the Facility Agent and the Parent as soon as reasonably
      practicable after becoming aware of those circumstances and, in
      consultation with the Facility Agent and the Parent, take such reasonable
      steps as may be open to it to mitigate the effects of those circumstances,
      including:

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

      (b)   transferring its rights and obligations under this agreement in
            accordance with clause 26 (Changes to parties),

      but the Lender concerned will not be obliged to take any action if to do
      so might have a material adverse effect on its business, operations or
      financial condition or cause it to incur liabilities or obligations
      (including Taxation) which (in its reasonable opinion) are material or
      would materially reduce its return in relation to its participation in the
      Facilities.

14.4  ISSUING LENDER

      References in clause 13 (Taxes) and this clause 14 to a "Lender" or
      "Lenders" include a Lender in its capacity as an Issuing Lender.

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<PAGE>

15.   FEES, EXPENSES AND STAMP DUTIES

15.1  ARRANGEMENT AND UNDERWRITING FEE

      The Parent will pay to the Arranger the arrangement and underwriting fee
      in accordance with the terms of the Fees Letter.

15.2  AGENCY FEE

      The Parent will pay to the Facility Agent for its own account an agency
      fee in accordance with the terms of the Fees Letter.

15.3  COMMITMENT FEE

      The Parent will pay to the Facility Agent for the account of the Lenders a
      commitment fee in respect of the Term Facility and the Revolving Facility
      which will:

      (a)   in respect of the Term Facility and the Revolving Facility until the
            first Drawdown Date, be calculated at the rate of 0.25 per cent. per
            annum on the daily undrawn, uncancelled portion of the Total
            Commitments from (and including) the Signing Date until the first
            Drawdown Date and which will be paid in one instalment on the first
            Drawdown Date or, if earlier, on the last day of the Availability
            Period for the Term Facility; and

      (b)   in respect of the Revolving Facility as from the first Drawdown
            Date, be calculated at the percentage rate per annum equal to 50 per
            cent. of the Margin applicable to the Revolving Facility on the
            daily undrawn, or not otherwise made available, and uncancelled
            portion of the Revolving Commitments from (and including) the first
            Drawdown Date until one month before the Revolving Facility
            Repayment Date and shall be payable quarterly in arrear and on the
            Revolving Facility Repayment Date.

      Accrued commitment fee under this clause 15.3 is also payable to the
      Facility Agent for the account of each Lender on the cancelled amount of
      its Revolving Commitment on the date on which any cancellation of that
      Revolving Commitment takes effect.

15.4  BANK GUARANTEE COMMISSION

      Each Borrower for whose account a Bank Guarantee is issued shall pay to
      the Facility Agent for the account of each Lender a commission at a rate
      equal to the Margin applicable to the Revolving Facility on that Lender's
      Contingent Liability from day to day in relation to that Bank Guarantee.
      That commission shall be payable quarterly in arrear from the date of this
      agreement for so long as that Lender has any such Contingent Liability and
      on the date on which it ceases to have any such Contingent Liability.

15.5  ISSUING LENDER FEE

      Each Borrower for whose account a Bank Guarantee is issued shall pay to
      the Issuing Lender which issued that Bank Guarantee a fee equal to 0.125
      per cent. per annum on the Contingent Liability of that Issuing Lender
      from day to day in relation to that Bank Guarantee. That fee shall be
      payable quarterly in arrear from the date of this agreement for so long as
      that Issuing Lender has any such Contingent Liability and on the date on
      which it ceases to have any such Contingent Liability.

15.6  VAT

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<PAGE>

      All fees payable under the Senior Finance Documents are exclusive of any
      value added tax or other similar tax chargeable on or in connection with
      those fees. If any such value added tax or other similar tax is or becomes
      chargeable, that tax will be added to the relevant fee at the appropriate
      rate and will be paid by the relevant Obligor at the same time as the
      relevant fee itself is paid.

15.7  INITIAL EXPENSES

      The Parent will on demand pay to the Agents and the Arranger 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 Agent or the Arranger in connection with:

      (a)   the negotiation, preparation, execution and completion of the Senior
            Finance Documents, and all documents, matters and things referred to
            in, or incidental to, any Senior Finance Document (subject to a cap
            as agreed in the Fees Letter);

      (b)   any amendment, consent or suspension of rights (or any proposal for
            any of the same) relating to any Senior Finance Document (and
            documents, matters or things referred to in any Senior Finance
            Document);

      (c)   the investigation of any Default; and

      (d)   primary syndication (including the costs of preparing the
            Syndication Memorandum and all matters incidental to primary
            syndication).

15.8  ENFORCEMENT EXPENSES

      The Parent will on demand pay to each Finance Party 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 that Finance Party in connection with the preservation, enforcement or
      attempted preservation or enforcement of any of that Finance Party's
      rights under any Senior Finance Document (and any documents referred to in
      any Senior Finance Document) upon production of duly documented evidence.

15.9  STAMP DUTIES, ETC.

      The Parent will on demand indemnify each Finance Party from and against
      any liability for any stamp, documentary, filing and other duties and
      Taxes (if any) which are or may become payable in connection with any
      Senior Finance Document.

15.10 CALCULATION

      All fees under this agreement which accrue and are payable in arrear will
      accrue on a daily basis and will be calculated by reference to a 360 day
      year and the actual number of days elapsed.

16.   GUARANTEE AND INDEMNITY

16.1  GUARANTEE

      Each Guarantor irrevocably and unconditionally and jointly and severally:

      (a)   guarantees to each Finance Party (as a caution solidaire) punctual
            performance by each Obligor which is a Subsidiary of that Guarantor
            of all that Obligor's payment obligations under the Senior Finance
            Documents; and

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<PAGE>

      (b)   undertakes with each Finance Party that whenever an Obligor which is
            a Subsidiary of that Guarantor does not pay any amount when due
            under or in connection with any Senior Finance Document, that
            Guarantor shall immediately on demand pay that amount.

16.2  FURTHER GUARANTEE PROVISIONS

      The obligations of each Guarantor under clause 16.1 (Guarantee) (the
      "GUARANTEE OBLIGATIONS"):

      (a)   will remain in full force and effect until all amounts which may be
            or become payable by any Obligor under or in connection with any
            Senior Finance Document have been irrevocably paid in full;

      (b)   are in addition to and are not in any way prejudiced by any other
            security now or subsequently held by any Finance Party; and

      (c)   are subject to any limitation which is contained in the Accession
            Document by which that Guarantor becomes a Guarantor.

16.3  WAIVERS:

      Each Guarantor irrevocably and expressly:

      (a)   undertakes not to exercise any rights which it may have under
            article 2021 (benefice de discussion) or article 2026 (benefice de
            division) of the Code Civil;

      (b)   waives any right it may have of first requiring any Finance Party
            (or any trustee or agent on its behalf) to proceed against or
            enforce any other rights or security or claim payment from any
            person before claiming from that Guarantor under this clause 16;

      (c)   undertakes not to exercise any rights which it may have against any
            other Obligor under article 2032 of the Code Civil; and

      (d)   undertakes not to exercise any rights which it may have under
            article 2039 of the Code Civil to take any action against any other
            Obligor in the event of any extension of any Availability Period,
            any Maturity Date, any Repayment Date or any other date for payment
            of any amount due, owing or payable to any Finance Party under any
            Senior Finance Document, in each case without the consent of that
            Guarantor.

16.4  NO SUBROGATION

      (a)   Until all amounts which may be or become payable by any Obligor
            under or in connection with any Senior Finance Document have been
            irrevocably paid in full, each Guarantor irrevocably and expressly
            undertakes not to exercise any rights which it may have (including
            its rights under article 2028 of the Code Civil):

            (i)   to be subrogated to or otherwise share in any security or
                  monies held, received or receivable by any Finance Party or to
                  claim any right of contribution in relation to any payment
                  made by any Guarantor under this agreement;

            (ii)  to enforce any of its rights of subrogation and indemnity
                  against any Obligor or any co-surety;

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<PAGE>

            (iii) following a claim being made on any Guarantor under clause
                  16.1 (Guarantee), to demand or accept repayment of any monies
                  due from any other Obligor to any Guarantor or claim any
                  set-off or counterclaim against any other Obligor; or

            (iv)  to claim or prove in a liquidation or other insolvency
                  proceeding of any Obligor or any co-surety in competition with
                  any Finance Party.

      (b)   Each Guarantor agrees that, to the extent that the agreement to
            withhold the exercise of its rights of subrogation, reimbursement,
            indemnification and contribution as set forth in this clause 16.4 is
            found by any court of competent jurisdiction to be void or voidable
            for any reason, any rights of subrogation, reimbursement or
            indemnification which that Guarantor may have against any Obligor or
            against any collateral or security, and any rights of contribution
            which that Guarantor may have against any such other Guarantor shall
            be junior and subordinate to:

            (i)   any rights any Finance Party may have against any Obligor
                  (including without limitation that Guarantor);

            (ii)  all right, title and interest which any Finance Party may have
                  in any such collateral or security; and

            (iii) any right which any Finance Party may have against those
                  Guarantors any Finance Party may use, sell or dispose of any
                  item of collateral or security as it sees fit without regard
                  to any subrogation rights which any Guarantor may have and,
                  upon such disposal or sale, any rights of subrogation which
                  that Guarantor may have had shall terminate.

      If any amount is paid to any Guarantor on account of any such subrogation,
      reimbursement or indemnification rights at any time when all Guarantee
      Obligations have not been paid in full, those amounts shall be held for
      the benefit of the Finance Parties and shall forthwith be paid over to the
      Finance Parties to be credited and applied against the Guarantee
      Obligations, whether matured or unmatured, in accordance with the terms of
      this agreement.

16.5  TURNOVER

      Each Guarantor shall hold for the benefit of and, promptly pay or transfer
      to, the Facility Agent any payment, distribution or benefit of security
      received by it arising as a result of a breach of this clause 16.

17.   CHANGES TO OBLIGORS AND SECURITY

17.1  ADDITIONAL BORROWERS

      A Group Company (other than Finco) may become a Borrower after the Signing
      Date in respect of the Revolving Facility if:

      (a)   the Parent gives notice to the Facility Agent identifying the
            relevant Group Company (the "NEW BORROWER") attaching certified
            copies of such New Borrower's most recent audited accounts;

      (b)   the Majority Lenders confirm to the Facility Agent that they consent
            to the New Borrower becoming a Borrower;

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<PAGE>

      (c)   the New Borrower, the Parent (for itself and as agent for the
            existing Obligors) and the Facility Agent execute an Accession
            Document designating the New Borrower as a Borrower;

      (d)   where the immediate Holding Company of the New Borrower is not
            already a Guarantor, the Parent and that Holding Company execute an
            Accession Document designating that Holding Company as a Guarantor;

      (e)   the Parent or the New Borrower delivers to the Facility Agent:

            (i)   the original executed Accession Documents referred to in
                  paragraphs (c) and (d) above;

            (ii)  the following documents executed by the New Borrower in favour
                  of the Finance Parties:

                  (A)   a general assignment of all Receivables by way of
                        security (cession de creances professionnelles pursuant
                        to the Loi Dailly); and

                  (B)   a pledge of its business (nantissement de fonds de
                        commerce);

            (iii) a pledge of financial instruments accounts executed by the
                  immediate Holding Company of the New Borrower over the shares
                  in the New Borrower;

            (iv)  the documents listed in paragraph 1 (Formalities certificates)
                  of schedule 3;

            (v)   a legal opinion confirming capacity and authorisation; and

            (vi)  a letter substantially in the form set out in schedule 8
                  (amended as necessary to reflect Drawings of the Revolving
                  Facility) duly counter-signed by the New Borrower,

            each satisfactory to the Facility Agent (acting reasonably).

17.2  EFFECTIVE TIME

      When the conditions set out in clause 17.1 (Additional Borrowers) are
      satisfied, the Facility Agent will notify the Parent and the Finance
      Parties and the New Borrower will become a Borrower with effect from that
      notification.

17.3  RELEASE OF GUARANTORS

      If no Default is continuing (or if a Default is continuing the relevant
      disposal is being effected at the request of the Majority Lenders in
      circumstances where any of the security created by the Security Documents
      has become enforceable) and all the shares in a Guarantor which is not a
      Borrower are disposed of to a person outside (and which will remain
      outside) the Group in accordance with this agreement, the Facility Agent
      and the Security Agent shall, on request of the Parent as soon as
      reasonably practicable after completion of that disposal, execute any
      documents which are necessary to release that Guarantor from all
      liabilities under the Senior Finance Documents.

17.4  RELEASE OF SECURITY

      If no Default is continuing (or if a Default is continuing the relevant
      disposal is being effected at the request of the Majority Lenders in
      circumstances where any of the security created by the Security Documents
      has become enforceable) and a Group Company disposes of any asset
      (including shares in any other Group Company which is not a Borrower) to a
      person outside (and which will remain

                                       49
<PAGE>

      outside) the Group in accordance with this agreement, the Security Agent
      shall, on request of the Parent as soon as reasonably practicable after
      completion of that disposal, execute any documents necessary to release
      that asset from the security created in favour of the Security Agent by a
      Security Document.

18.   REPRESENTATIONS AND WARRANTIES

18.1  RELIANCE

      Each Obligor represents (in respect of itself and its Subsidiaries) and
      warrants as set out in the following provisions of this clause 18 (subject
      to matters expressly disclosed in the Disclosure Letter) and acknowledges
      that each Finance Party has entered into the Senior Finance Documents and
      has agreed to provide the Facilities in full reliance on those
      representations and warranties.

18.2  INCORPORATION

      Each Group Company is duly incorporated (Except for those Group Companies
      which are societes en participation ("SEPs")) and validly existing with
      limited liability (except for those Group Companies which are Groupements
      d'Interets Economiques ("GIES")) under the laws of the place of its
      incorporation and, subject to specific rules applicable to SEPs and GIEs,
      has the power to own its assets and carry on its business.

18.3  POWER AND CAPACITY

      It has the power and capacity to enter into and comply with its
      obligations under each Transaction Document to which it is party.

18.4  AUTHORISATION

      It has taken (or, where applicable, will take within the required time
      period) all necessary action:

      (a)   to authorise the entry into and the compliance with its obligations
            under each Transaction Document to which it is party;

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

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

      (d)   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.

18.5  NO CONTRAVENTION

      The entry into by any Group Company, the exercise of its rights under and
      the compliance with its obligations under and each Transaction Document to
      which it is party do not:

      (a)   contravene any law, regulation, judgment or order to which any Group
            Company is subject (save that, for the purposes of Articles L.313-1
            to L.313-3 of the French Consumer Code (Code de la Consommation),
            the Parent declares that it considers that the provisions of those
            Articles do not apply to the High Yield Bonds and the Intra-Group
            Bonds);

      (b)   conflict with its constitutional documents;

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<PAGE>

      (c)   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

      (d)   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.

18.6  OBLIGATIONS BINDING

      The obligations expressed to be assumed by it under each Transaction
      Document to which it is a party constitute or when executed will
      constitute its valid and legally binding obligations and are enforceable
      in accordance with their terms and each of the Security Documents to which
      it is a party constitute valid security ranking in accordance with its
      terms (subject to any applicable insolvency, bankruptcy or similar laws
      affecting creditors' rights generally and save for qualifications as to
      matters of law contained in the legal opinions referred to in paragraph 2
      of schedule 3).

18.7  CONSENTS

      All consents and filings required for the conduct of its business as
      presently conducted and the entry into the Transaction Documents and the
      performance of its obligations thereunder have been obtained (or, where
      applicable, will be obtained within the required time period) and are in
      full force and effect.

18.8  NO DEFAULTS

      (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
            consequences of which could reasonably be expected to have a
            Material Adverse Effect.

18.9  LITIGATION

      To the best of its knowledge and belief, having made due and careful
      enquiry, no dispute, litigation, arbitration or administrative proceeding
      is current or pending against any Group Company which, if adversely
      determined, could reasonably be expected to have a Material Adverse
      Effect.

18.10 ENVIRONMENT

      (a)   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.

      (b)   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

      (c)   No material investment of which the relevant Group Company is aware
            and which is necessary to obtain, renew, extend, modify, revoke,
            suspend or surrender any Environmental Approval or to ensure
            compliance with any Environmental Law has not been budgeted for.

      (d)   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

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            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.

18.11 OWNERSHIP OF ASSETS

      Each Group Company has good title to all assets necessary to conduct its
      business.

18.12 ACCOUNTS

      (a)   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).

      (b)   The Original Management 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 relate and the state of the affairs of
            the Group at the end of such period and, in particular, disclose or
            reserve against all liabilities (actual or contingent).

      (c)   The latest Annual Accounts and the latest Half-Year Accounts
            delivered from time to time under clause 19.10(c) (Financial
            statements) were prepared in accordance with French gaap
            consistently applied and, in the case of:

            (i)   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

            (ii)  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.

18.13 APPROVED PROJECTIONS

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

      (b)   The opinions and views expressed in the Approved Projections
            represent the honestly held opinions and views of the Senior
            Management Team and were arrived at after careful consideration and
            are based on reasonable grounds.

      (c)   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.

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      (d)   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.

      (e)   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.

18.14 HIGH YIELD DOCUMENTS

      The High Yield Documents and the Intra-Group Bond Documents as provided to
      the Facility Agent under this agreement contain all the material terms of
      the agreements and arrangements pertaining to the transactions
      contemplated therein.

18.15 FINCO

      Finco:

      (a)   is a direct, wholly-owned Subsidiary of the Parent (save for one
            share held by Antargaz); and

      (b)   has not carried on any business or incurred any liabilities, other
            than by entering into and performing the High Yield Documents and
            Intra-Group Bond Documents to which it is a party.

18.16 MATERIAL ADVERSE EFFECT

      As at the Signing Date and the first Drawdown Date, there has been no
      event which has had a Material Adverse Effect since the date to which the
      Original Management Accounts were prepared.

18.17 MATERIAL DISCLOSURES

      It has fully disclosed in writing to the Facility Agent all facts of which
      it is aware having made due and careful enquiry relating to the Group
      which it knows could reasonably be expected to materially influence the
      decision of the Lenders to make the Facilities available to the Obligors.

18.18 HOLDING COMPANY

      The Parent is a holding company and it has not carried on any business or
      incurred any liabilities other than by entering into or under the
      Transaction Documents (including auditors fees and expenses) and certain
      trading activities in the LPG business.

18.19 SYNDICATION MEMORANDUM

      The Syndication Memorandum is not misleading in any material respect and
      has been read and approved by the Senior Management Team.

18.20 REPETITION

      The representations and warranties in this clause 18 are made on the date
      of this agreement and shall be deemed repeated on, the date of each
      Drawdown Request and on each Drawdown Date (other than

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<PAGE>

      in the case of a Rollover Advance), in each case by reference to the facts
      and circumstances existing on that date, except that:

      (a)   the representations and warranties set out in clauses 18.9
            (Litigation), 18.13 (Approved Projections), 18.16 (Material Adverse
            Effect), 18.17 (Material disclosures) and 18.18 (Holding Company)
            shall not be repeated after the first Drawdown Date;

      (b)   the representations and warranties set out in clauses 18.11
            (Ownership of assets), 18.13 (Approved Projections), 18.15 (Finco),
            and 18.18 (Holding Company) shall only be made by the Parent; and

      (c)   the representation and warranty set out in clause 18.19 (Syndication
            Memorandum) shall only be made on the date of the Syndication
            Memorandum.

19.   UNDERTAKINGS

19.1  DURATION OF UNDERTAKINGS

      Each Obligor undertakes to each Finance Party in the terms of this clause
      19 from the date of this agreement until all amounts outstanding under the
      Senior Finance Documents have been discharged and no Finance Party has any
      further Commitment or obligations under the Senior Finance Documents.

19.2  AUTHORISATIONS AND STATUS UNDERTAKINGS

      (a)   CONSENTS

            Each Obligor will obtain within the required time period and
            maintain in full force and effect all consents and filings required
            under any applicable law or regulation:

            (i)   to enable it to perform its payment and other material
                  obligations under each Transaction Document to which it is a
                  party;

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

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

      (b)   MAINTENANCE OF STATUS AND AUTHORISATION

            Each Obligor will, and will procure that each of its Subsidiaries
            will:

            (i)   do all things necessary to maintain its corporate existence;

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

            (iii) comply with all laws and regulations applicable to it,

            where failure to do so could reasonably be expected to materially
            impair its ability to perform its obligations under the Senior
            Finance Documents.

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      (c)   AMALGAMATIONS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, amalgamate, merge or consolidate with or into any
            other person or be the subject of any reconstruction, except for any
            amalgamation, merger, consolidation or reconstruction:

            (i)   of two or more Group Companies which are not Obligors or
                  Finco;

            (ii)  of two or more Group Companies involving any Obligor but not
                  the Parent or Finco (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 Senior
                  Finance Documents prior thereto); or

            (iii) otherwise with the prior written consent of the Majority
                  Lenders.

      (d)   CHANGE OF BUSINESS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, make a material change to the nature of its core
            business.

      (e)   SUBSIDIARY CONSTITUTIONAL DOCUMENTS

            No Obligor (other than the Parent) will, and each Obligor will
            procure that none of its Subsidiaries will, agree to any amendment
            of its constitutional documents which could reasonably be expected
            to be materially adverse to the interests of any Finance Party under
            any Senior Finance Document (excluding, for the avoidance of doubt,
            any amendment in connection with any transaction permitted under
            clause 19.9 (Share capital, dividend and other junior financing
            arrangement undertakings)).

      (f)   HOLDING COMPANY STATUS

            The Parent shall not carry on any business other than the holding of
            shares in and the provision of administrative services to other
            Group Companies or acquire any assets (other than pursuant to any
            Supply Agreement entered into by it after the date of this
            agreement) or certain trading activities in the LPG business.

      (g)   FINCO STATUS

            Finco will remain a direct, wholly-owned Subsidiary of the Parent
            (except as to one share, which will be owned by Antargaz) and shall
            not carry on any business or hold any assets other than the holding
            of the Intra-Group Bonds and the carrying out of obligations under
            the High Yield Documents and Intra-Group Bond Documents to which it
            is a party (subject in each case to the provisions of the Senior
            Finance Documents).

      (h)   PARI PASSU RANKING

            Each Obligor shall ensure that the claims of the Finance Parties
            under the Senior Finance Documents will at all times rank at least
            pari passu in right and priority of payment with the claims of all
            its other present and future unsecured and unsubordinated creditors
            except those whose claims are preferred solely by operation of law.

      (i)   CONSENTS TO PLEDGES

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<PAGE>

            The Parent shall do its best efforts to obtain the consent of the
            board of Societe Bearnaise des Gaz Liquefies (Sobegal) SA and of the
            shareholders' meetings of Societe Industrielle des Gaz de Petrole de
            l'Ouest (S.I.G.A.P. Ouest) SARL to the pledges relating to the
            shares of these companies within the four months following the first
            Drawdown Date.

19.3  DISPOSALS AND SECURITY UNDERTAKINGS

      (a)   DISPOSALS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, (whether by a single transaction or a series of
            related or unrelated transactions and whether at the same time or
            over a period of time) sell, transfer, lease out or otherwise
            dispose (each a "DISPOSAL") of any of its assets or agree to do so,
            other than:

            (i)   any disposal of assets on arm's length terms in the ordinary
                  course of business;

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

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

            (iv)  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 Senior Finance Documents;

            (v)   any disposal of Cash Equivalents on arm's length terms;

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

            (vii) disposals (other than to Finco) of assets on arm's length
                  terms not otherwise permitted under this clause 19.3;

            (viii)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; and

            (ix)  any other disposal made with the prior consent of the Majority
                  Lenders,

                  provided always that no disposal may be made of any shares in:

                  (A)   any Distribution Company which would result in the
                        Parent owning (directly or indirectly) less than 95 per
                        cent. of the equity share capital in that Distribution
                        Company; or

                  (B)   any Material Company (other than a Distribution
                        Company).

      (b)   DISPOSALS FOR FULL CONSIDERATION

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Each Obligor will, and each Obligor will, procure that its Subsidiaries will,
ensure that any disposal permitted by clause 19.3(a) is:

            (i)   for at least the higher of book value and market value payable
                  in cash on or before completion of that disposal; and

            (ii)  as part of an arm's length transaction on terms that the
                  purchaser of the relevant asset does not obtain title to or
                  possession of that asset before completion of that disposal.

      (c)   NEGATIVE PLEDGE

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, create or agree to create or permit to subsist
            any Security Interest over any part of its assets, other than:

            (i)   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;

            (ii)  any Security Interest granted by the Senior Finance Documents;

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

            (iv)  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;

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

            (vi)  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;

            (vii) Security Interests up to a maximum aggregate amount of EUR
                  1,525,000 (or its equivalent in other currencies) for taxes,
                  assessments or charges (A) not yet due or (B) that are being
                  contested in good faith;

            (viii)liens in favour of French tax authorities securing the
                  liabilities of any Group Company under tax reassessments in
                  respect of French professional tax (taxe professionnelle), to
                  the extent that such liabilities are fully guaranteed by the
                  Vendors under the provisions of the Warranty Agreement;

            (ix)  Security Interests created in connection with pre-judgement
                  court proceedings up to a maximum aggregate amount not
                  exceeding EUR 1,525,000 (or its equivalent in other
                  currencies);

            (x)   any Security Interests not otherwise permitted under this
                  clause 19.3(c) created by any Subsidiary of Antargaz and
                  securing Financial Indebtedness (other than any such Financial
                  Indebtedness arising under or in connection with the High
                  Yield Documents or the Intra-Group Bond Documents) in an
                  aggregate principal amount not exceeding EUR 1,500,000 (or its
                  equivalent in other currencies);

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<PAGE>

            (xi)  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; and

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

      (d)   DE-REGISTRATION OF EXISTING PLEDGES OF BUSINESSES

            The Parent and Antargaz shall procure that the existing pledges of
            businesses (nantissements de fonds de commerce) relating to the
            businesses of the Parent and Antargaz, respectively, and securing
            the Existing Facilities shall have been de-registered (radies)
            before the end of a 4 month period following the first Drawdown Date
            and shall provide evidence of such de-registration to the Facility
            Agent within the same period.

19.4  ACQUISITION AND INVESTMENT UNDERTAKINGS

      (a)   ACQUISITIONS

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

            (i)   in the ordinary course of its trading activity;

            (ii)  any Permitted Acquisition, provided that:

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

                        (1)   a New Equity Contribution; and/or

                        (2)   Cash and Cash Equivalents owned by Group
                              Companies;

                  (B)   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;

                  (C)   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

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                  (D)   the aggregate enterprise values of all Permitted
                        Acquisitions after the Signing Date does not exceed EUR
                        60,000,000 (or its equivalent in other currencies); and

            (iii) (subject to clause 19.3(a) (Disposals)), shares owned by it or
                  any other Group Company in any other Group Company as at the
                  Signing Date.

      (b)   JOINT VENTURES

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, enter into any Joint Venture or invest any amount
            (whether by way of loan, subscription for share capital, incurrence
            of any liabilities or otherwise) in any Joint Venture, other than:

            (i)   an investment by a Group Company (other than the Parent or
                  Finco) in Groupement Donges or any Joint Venture to which it
                  is a party at the date of this agreement (an "EXISTING JOINT
                  VENTURE") provided that investment is:

                  (A)   expressly permitted under clause 19.5 (Financing
                        arrangement undertakings); or

                  (B)   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 19.5(c)(ii)(A) (Loans) shall not exceed EUR
                        22,875,000 (or its equivalent in other currencies) at
                        any time);

            (ii)  an investment by a Group Company (other than the Parent or
                  Finco) in any Joint Venture (other than any existing Joint
                  Venture) where:

                  (A)   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;

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

                  (C)   the aggregate Investment Amount invested in all Joint
                        Ventures under this sub-paragraph (ii) in any Financial
                        Year does not exceed EUR 10,000,000 (or its equivalent
                        in other currencies).

19.5  FINANCING ARRANGEMENT UNDERTAKINGS

      (a)   BORROWINGS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, incur or permit to be outstanding any Financial
            Indebtedness, other than:

            (i)   any Financial Indebtedness of Rhone Gaz existing at the
                  Signing Date;

            (ii)  amounts due under any Senior Finance Document, the High Yield
                  Notes, the IntraGroup Bonds or in respect of a Private Equity
                  Contribution;

            (iii) Financial Indebtedness permitted by clauses 19.5(b)
                  (Guarantees), 19.5(c) (Loans), 19.5(d) (Hedging) or 19.5(e)
                  (Banking business);

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            (iv)   unsecured overdraft or working capital facilities of any
                   Group Company (other than Finco) in relation to which a Bank
                   Guarantee in an amount equal to the maximum principal amount
                   of those facilities has been issued;

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

            (vi)   any Financial Indebtedness of any Group Company (other than
                   Finco) in an aggregate principal amount which does not exceed
                   EUR 25,000,000 (or its equivalent in other currencies) at any
                   time;

            (vii)  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;

            (viii) bank guarantees (cautions bancaires) issued to French tax
                   authorities to secure the liabilities of any Group Company
                   under tax reassessments in respect of French professional tax
                   (taxe professionnelle), to the extent that such liabilities
                   are fully guaranteed by the Vendors under the provisions of
                   the Warranty Agreement; and

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

      (b)   GUARANTEES

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will grant or make available any guarantee, other than:

            (i)   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;

            (ii)  any guarantee contained in any Senior Finance Document (or the
                  High Yield Guarantee);

            (iii) any guarantee of Financial Indebtedness which is otherwise
                  permitted under clause 19.5(a) (Borrowings) (other than any
                  such Financial Indebtedness arising under or in connection
                  with the High Yield Documents or the Intra-Group Bond
                  Documents); and

            (iv)  any other guarantees given by a Group Company (other than
                  Finco) in the ordinary course of its (or any of its
                  Subsidiaries') business in respect of its obligations or the
                  obligations of any of its Subsidiaries (other than Finco)
                  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.

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      (c)   LOANS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, make any loans or grant any credit to any person,
            other than:

            (i)   credit granted by any Group Company (other than Finco) in the
                  ordinary course of its trading activities;

            (ii)  any loan made by a Group Company (the "LENDING GROUP COMPANY")
                  to any other Group Company (the "BORROWING GROUP COMPANY") (in
                  each case, other than Finco), provided that:

                  (A)   the aggregate amount of outstanding loans made by
                        Obligors to Group Companies which are not Obligors
                        (together with the aggregate amount of equity
                        contributions and/or shareholders' loans made pursuant
                        to clause 19.4(b)(i) (Joint Ventures) but excluding for
                        the avoidance of doubt any equity contributions made
                        pursuant to clause 19.4(b)(ii) (Joint Ventures)) shall
                        at no time exceed EUR 22,875,000 (or its equivalent in
                        other currencies); and

                  (B)   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);

            (iii) 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 2,300,000 (or its equivalent in other currencies)
                  for the Group taken as a whole;

            (iv)  the Intra-Group Bonds; and

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

      (d)   HEDGING

            (i)   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 (other than Finco) 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).

            (ii)  The Obligors will, by no later than 120 days after the Signing
                  Date, enter into Hedging Agreements with Hedging Lenders
                  (and/or maintain any existing derivative instruments) so as to
                  ensure that, for a period of at least two years from the
                  Signing Date, the Group has hedging of interest rate exposure
                  on terms satisfactory to the Facility Agent in relation to at
                  least 50 per cent. of the amount of funds available under the
                  Term Facility.

            (iii) The parties shall agree to use standard ISDA agreements as
                  Hedging Agreements.

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      (e)   BANKING BUSINESS

            Each Obligor will, and will procure that each of its Subsidiaries
            will:

            (i)   only maintain bank accounts with:

                  (A)   those banks with which they hold accounts at the date of
                        this agreement;

                  (B)   banks which are approved by the Facility Agent (such
                        approval not to be unreasonably withheld or delayed); or

                  (C)   any Finance Party; and

            (ii)  save for facilities provided under the terms of the Senior
                  Finance Documents, only carry on banking business with and
                  (subject to clause 19.5(a) (Borrowings)) obtain unsecured
                  overdraft and working capital facilities from banks approved
                  by the Facility Agent (such approval not to be unreasonably
                  withheld or delayed).

19.6  CONDUCT OF BUSINESS UNDERTAKINGS

      (a)   INSURANCE

            (i)   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:

                  (A)   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

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

            (ii)  The Parent will:

                  (A)   supply to the Facility Agent on request copies of each
                        policy for insurance required to be maintained in
                        accordance with clause 19.6(a)(i) or (ii) (the
                        "POLICIES"), together with the current premium receipts
                        relating to the policies;

                  (B)   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

                  (C)   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 775,000 (or its
                        equivalent in other currencies).

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<PAGE>

      (b)   INTELLECTUAL PROPERTY

            Each Obligor will, and will procure that each of its Subsidiaries
            will:

            (i)   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;

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

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

            (iv)  comply at all times with the Sale and Purchase Agreement and
                  in particular the provisions of clause 5 of the Sale and
                  Purchase Agreement (Droits de Propriete Intellectuelle et
                  Signes Distinctifs/Relations Commerciales),

            in each case where not doing so could reasonably be expected to
            prejudice the interests of the Finance Parties under the Senior
            Finance Documents.

      (c)   TAXES

            Each Obligor will, and will procure that each of its Subsidiaries
            will, pay when due (or within any applicable time limit), all Taxes
            imposed upon it or any of its assets, income or profits on any
            transactions undertaken or entered into by it except in relation to
            any bona fide tax dispute (for which, if applicable, provision has
            been made in its accounts).

      (d)   ARM'S LENGTH TRANSACTIONS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, enter into any agreement or arrangement other
            than on an arm's length basis.

      (e)   RING FENCING OF FINCO

            Notwithstanding any other provision of this agreement, no Obligor
            will (and each Obligor will procure that none of its Subsidiaries
            will):

            (i)   make any loan to or grant any financial accommodation to
                  Finco;

            (ii)  pay any interest, principal or any other amount to, or
                  otherwise transfer monies to Finco whatsoever (except pursuant
                  to the High Yield Documents and the Intra-Group Bond Documents
                  to the extent permitted by the Intercreditor Agreement);

            (iii) grant any guarantee (except the High Yield Guarantee) or
                  Security Interest or enter into any participation or purchase
                  arrangements in relation to any obligation of Finco;

            (iv)  sell, transfer, lease out, lend or otherwise dispose of any
                  asset to Finco,

            save in each case as expressly permitted under the Intercreditor
            Agreement.

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<PAGE>

19.7  ENVIRONMENTAL UNDERTAKINGS

      Each Obligor will, and each Obligor will procure that each of its
      Subsidiaries will:

      (a)   comply in all material respects with all Environmental Approvals and
            Environmental Laws applicable to it;

      (b)   obtain and maintain to the satisfaction of all relevant regulatory
            bodies all Environmental Approvals applicable to it;

      (c)   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 applicable to it or if
            it becomes aware of any actual material variation to any
            Environmental Law or Environmental Approval;

      (d)   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
            or if it otherwise becomes aware of such a requirement; and

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

19.8  TRANSACTION DOCUMENT UNDERTAKINGS

      (a)   CHANGES TO ACQUISITION DOCUMENTS AND MATERIAL CONTRACTS

            The Parent will not, and will procure that none of its Subsidiaries
            will:

            (i)   agree to any amendment or waiver of any term of any
                  Acquisition Document or Material Contract; or

            (ii)  exercise any discretion or give any consent under any
                  Acquisition Document or Material Contract,

            in each case which could reasonably be expected to prejudice the
            interests of the Finance Parties under the Senior Finance Documents.

      (b)   CLAIMS UNDER ACQUISITION DOCUMENTS AND MATERIAL CONTRACTS

            The Parent will, and will use its best efforts to procure that each
            of its Subsidiaries will:

            (i)   take all reasonable action to enforce any claim it has in
                  relation to the warranties given under any Acquisition
                  Document and to enforce all other material rights it may have
                  under any Acquisition Document or Material Contract;

            (ii)  notify the Facility Agent promptly of any material
                  indemnification request made by a Group Company under an
                  Acquisition Document or any material claim made by a Group
                  Company under Material Contract;

            (iii) provide the Facility Agent with reasonable details of that
                  claim and its progress; and

            (iv)  notify the Facility Agent as soon as practicable upon that
                  claim being resolved,

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<PAGE>

            in each case where failure to do so could reasonably be expected to
            prejudice the interests of the Finance Parties under the Senior
            Finance Documents.

      (c)   CHANGES TO EQUITY DOCUMENTS

            The Parent will not, and will procure that none of its Subsidiaries
            will, agree to any amendment of any term of any Equity Document
            which could reasonably be expected to adversely affect the interests
            of any Finance Party under the Senior Finance Documents.

      (d)   CHANGES TO THE HIGH YIELD DOCUMENTS AND INTRA-GROUP BOND DOCUMENTS

            The Parent will not, and will procure that Finco will not agree to
            any amendment of the High Yield Documents or Intra-Group Bond
            Documents which would conflict with any provision of the
            Intercreditor Agreement.

19.9  SHARE CAPITAL, DIVIDEND AND OTHER JUNIOR FINANCING ARRANGEMENT
      UNDERTAKINGS

      (a)   SHARE ISSUES

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, allot or issue any securities (valeurs
            mobilieres) other than:

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

            (ii)  an issue of shares by one Group Company (other than Finco) to
                  any Group pension scheme or employee incentive scheme;

            (iii) any issue of shares in the Parent for the purposes of a
                  Private Equity Contribution; or

            (iv)  any issue of shares with the prior consent of the Majority
                  Lenders.

      (b)   REDEMPTION AND ACQUISITION OF OWN SHARES

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, directly or indirectly redeem, purchase, retire
            or otherwise acquire any shares or warrants issued by it or
            otherwise reduce its capital, other than:

            (i)   in favour of an Obligor;

            (ii)  where it is obliged to do so by law;

            (iii) as permitted under clause 19.9(c)(ii) (Restriction on payment
                  of dividends);

            (iv)  as permitted under the Intercreditor Agreement; or

            (v)   a reduction of capital of the Parent in the maximum of EUR
                  25,000,000 to be made on or before the first Drawdown Date.

      (c)   RESTRICTION ON PAYMENT OF DIVIDENDS

            (i)   No Obligor will, and each Obligor will procure that none of
                  its Subsidiaries will, declare or pay, directly or indirectly,
                  any dividend or make any other distribution or

                                       65

<PAGE>

                  pay any interest or other amounts, whether in cash or
                  otherwise, on or in respect of its share capital or any class
                  of its share capital or set apart any sum for any such purpose
                  other than:

                  (A)   by a Group Company to the Parent or another Group
                        Company which is a Subsidiary of the Parent;

                  (B)   with the prior consent of the Majority Lenders;

                  (C)   as permitted under paragraph (ii) of this clause
                        19.9(c); or

                  (D)   as permitted under the Intercreditor Agreement.

            (ii)  Notwithstanding the provisions of paragraph (i) of this clause
                  19.9(c), the provisions of clause 19.9(b) (Redemption and
                  acquisition of own shares) and the provisions of clause
                  19.9(d) (Shareholder payments), the Parent may (x) redeem,
                  purchase, retire or otherwise acquire any shares or warrants
                  issued by it or otherwise reduce its capital or (y) declare or
                  pay any dividend or make any other distribution or pay any
                  interest or other amounts, whether in cash or otherwise, on or
                  in respect of its share capital or any class of its share
                  capital or set apart any sum for any such purpose or (z) make
                  any repayment of principal of, or payment of interest on, or
                  any other payment with respect to any shareholder investment
                  by way of indebtedness in the Parent (each such transaction
                  described in (x), (y) and (z) above being referred to as a
                  "RESTRICTED PAYMENT") if a the time the Parent makes any such
                  Restricted Payment:

                  (A)   no Major Default (as defined below) shall have occurred
                        and be continuing (or would result therefrom);

                  (B)   the aggregate amount of such Restricted Payment and all
                        other Restricted Payments made in any Financial Year is
                        not greater than 50 per cent. of the Consolidated Net
                        Income for the immediately preceding Financial Year;

                  (C)   such Restricted Payment is legally permitted;

                  (D)   such Restricted Payment is not prohibited by the
                        provisions of sub-paragraph (B)(1) of the definition of
                        "Permitted Controlling Investors" in paragraph (iii) of
                        clause 11.3(b) (Sale, Change of Control and Listing);
                        and

                  (E)   such Restricted Payment is not suspended by the
                        Intercreditor Agreement.

                  For the avoidance of doubt, the reduction of capital of the
                  Parent referred to in paragraph (v) of clause 19.9(b)
                  (Redemption and acquisition of own shares) shall not be a
                  Restricted Payment for the purpose of this clause 19.9(c)(ii).

                  For the purposes of this clause 19.9(c)(ii):

                  "CONSOLIDATED NET INCOME" means, for any period, the net
                  income (loss) of the Group determined in accordance with
                  French gaap and Approved Accounting Principles, provided that
                  the following items will not be included in the Consolidated
                  Net Income: (1) amortisation of goodwill, (2) depreciation of
                  assets that have been revaluated in connection with the
                  Acquisition, and (3) to the extent reflected in the
                  consolidated net income, the effect of any non-cash items
                  resulting from any write-up, write-down or write-off of assets
                  of the Group in connection with the Acquisition or any future
                  acquisition; and

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<PAGE>

                  "MAJOR DEFAULT" means:

                  (1)   the failure by any Obligor to pay any amount payable by
                        it under any Senior Finance Document on the due date for
                        payment thereof;

                  (2)   any of the obligations of the Obligors under clause
                        19.11 (Financial covenants) is not complied with;

                  (3)   the occurrence of any of the Events of Default specified
                        is clause 20.1(d)(Invalidity and unlawfulness);

                  (4)   the occurrence of any of the Events of Default specified
                        in clauses 20.1(e) (Insolvency) to 20.1(k) (Similar
                        events elsewhere);

                  (5)   the occurrence of any of the Events of Default specified
                        in clause 20.1(o) (Cross Default);

                  (6)   the occurrence of any of the Events of Default specified
                        in clause 20.1(v) (Material adverse effect); or

                  (7)   a notice to the Parent is outstanding under clause 20.2
                        (Cancellation and repayment).

      (d)   SHAREHOLDER PAYMENTS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, make any repayment of principal of, or payment of
            interest on, or any other payment with respect to any shareholder
            investment by way of indebtedness in the Parent, other than:

            (i)   as permitted under clause 19.9(c)(ii)) (Restriction on payment
                  of dividends); or

            (ii)  with the prior consent of the Majority Lenders.

      (e)   PAYMENTS TO MEMBERS

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, make any payment to its members by way of
            management, royalty or similar fee unless that payment is in
            relation to services actually provided on arm's length commercial
            terms or is otherwise permitted under the Senior Finance Documents.

      (f)   CASH MOVEMENT

            No Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, be a party to any contractual or similar
            restriction (except as set out in any Senior Finance Document, any
            High Yield Document or any Intra-Group Bond Document) by which any
            Group Company is prohibited from making loans, transferring assets
            or making any payment of dividends, distributions of income or other
            amounts.

      (g)   INTRA-GROUP BOND DOCUMENTS AND HIGH YIELD DOCUMENTS

            No Obligor will, and each Obligor will ensure that none of its
            Subsidiaries will, make any repayment of principal or payment of
            interest or of any amount under any of the High Yield

                                       67

<PAGE>

            Documents and Intra-Group Bond Documents, other than as permitted
            under the Intercreditor Agreement.

19.10 INFORMATION AND ACCOUNTING UNDERTAKINGS

      (a)   DEFAULTS

            Each Obligor will notify the Facility Agent forthwith upon becoming
            aware of the occurrence of a Default and will from time to time on
            request (with a reasonable period between requests) supply the
            Facility Agent with a certificate signed by its mandataire social
            certifying that no Default has occurred and is continuing or, if
            that is not the case, setting out details of any Default which is
            outstanding and the action taken or proposed to be taken to remedy
            it.

      (b)   BOOKS OF ACCOUNT AND AUDITORS

            Each Obligor will, and will procure that each of its Subsidiaries
            will:

            (i)   keep proper books of account relating to its business; and

            (ii)  have as its auditors any one of Deloitte & Touche, Ernst &
                  Young, KPMG, PricewaterhouseCoopers, Mazars, RSM Salustro
                  Reydel or Grant Thorton (or such other firm as the Facility
                  Agent shall approve (such approval not to be unreasonably
                  withheld or delayed)) (except in the case of a Partly Owned
                  Storage and Logistics Company which, as at the Signing Date,
                  has a different firm of auditors and, 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 procure
                  a change of those existing auditors).

      (c)   FINANCIAL STATEMENTS

            The Parent will deliver to the Facility Agent (with sufficient
            copies for each of the Lenders if requested):

            (i)   as soon as available, and in any event within 120 days after
                  the end of each Financial Year (and at the latest on 15 July
                  2003 in respect of the Financial Year ending on 31 March
                  2003), copies of:

                  (A)   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

                  (B)   the audited accounts of each Obligor for that Financial
                        Year;

            (ii)  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, both for the 6 month period comprising such
                  Accounting Half-Year and for the aggregate 12 month period
                  comprising such Accounting Half-Year and the immediately
                  preceding 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;

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<PAGE>

            (iii) no less than ten 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,

            which accounts, Operating Budget and update to the Operating Budget
            shall, in each case, have been approved by the chief financial
            officer of the Parent.

      (d)   COMPLIANCE CERTIFICATES

            (i)   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:

                  (A)   certify whether or not, as at the date of the relevant
                        accounts, the Parent was in compliance with the
                        financial covenants contained in clause 19.11 (Financial
                        covenants) and contain reasonably detailed calculations;
                        and

                  (B)   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.

            (ii)  Each of the Annual Accounts must be accompanied by a
                  certificate from the Auditors which shall be in a form
                  substantially in schedule 7.

      (e)   APPROVED ACCOUNTING PRINCIPLES

            All accounts of any Group Company delivered to the Facility Agent
            under this agreement shall be prepared in accordance with the
            Approved Accounting Principles. If there is a change in the Approved
            Accounting Principles after the date of this agreement:

            (i)   the Parent shall as soon as practicable advise the Facility
                  Agent;

            (ii)  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 19.11 (Financial covenants)
                  and 19.12 (Financial definitions) which are necessary to give
                  the Lenders comparable protection to that contemplated by
                  those clauses at the date of this agreement;

            (iii) 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

            (iv)  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:

                  (A)   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

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

      (f)   MANAGEMENT MEETINGS

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<PAGE>

            The Facility Agent shall be entitled to call for meetings with the
            chief executive officer and/or the chief financial officer of the
            Parent and/or Antargaz twice in each Financial Year to discuss
            financial information delivered under clause 19.10(c) (Financial
            statements) on reasonable prior notice and at times reasonably
            convenient to the chief executive officer and/or chief financial
            officer.

      (g)   ACCOUNTING REFERENCE DATE AND TAX CONSOLIDATION

            (i)   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).

            (ii)  Each Obligor undertakes to procure that the consolidated tax
                  group status (integration fiscale) of the Parent and each of
                  its Subsidiaries which fulfils the conditions for inclusion in
                  the consolidated tax group of the Parent will continue for so
                  long as any Obligor has any obligation under any Senior
                  Finance Document.

      (h)   INVESTIGATIONS

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

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

                  (B)   the Parent is, or may in future be, in breach of any of
                        its obligations under clause 19.11 (Financial
                        covenants),

                  then the Parent will at its own expense, if so required by the
                  Facility Agent, instruct the Auditors (or other firm of
                  accountants selected by the Facility Agent) to discuss the
                  financial position of the Group with the Facility Agent and to
                  disclose to the Facility Agent and the Lenders (and provide
                  copies of) such information as the Facility Agent may
                  reasonably request regarding the financial condition and
                  business of the Group.

            (ii)  If, having taken the steps in sub-paragraph (i) above, the
                  Majority Lenders request, 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.

      (i)   OTHER INFORMATION

            The Parent will promptly deliver to the Facility Agent for
            distribution to the Lenders:

            (i)   details of any material litigation, arbitration,
                  administrative or regulatory proceedings relating to it or any
                  of its Subsidiaries;

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<PAGE>

            (ii)  details of any material labour dispute affecting it or any of
                  its Subsidiaries;

            (iii) at the same time as it is sent to its creditors, any other
                  material document or information sent to any class of its
                  creditors generally (excluding for this purpose creditors
                  which are Group Companies) including all material documents or
                  information provided by the Issuer or Finco to the High Yield
                  Trustee or to the holders of the High Yield Notes;

            (iv)  any other information relating to the financial condition or
                  operation of any Group Company which the Facility Agent may
                  from time to time reasonably request;

            (v)   details of any breach of the provisions of any Transaction
                  Document of which it is aware; and

            (vi)  copies of any notice given or received under the Transaction
                  Documents.

19.11 FINANCIAL COVENANTS

      The Parent undertakes that it will procure that:

      (a)   LEVERAGE

            The ratio of Total Net Debt as at each Testing Date set out in the
            table below to EBITDA for the Testing Period ending on that Testing
            Date shall not exceed A:1 as at that Testing Date, where A has the
            value set out in the table below opposite that Testing Date.

      (b)   NET INTEREST COVER

            The ratio of EBITDA to Net Interest for each Testing Period ending
            on a Testing Date set out in the table below shall not be less than
            B:1; where B has the value set out in the table below opposite that
            Testing Date.

      (c)   COVENANT RATIOS

            The table referred to in clauses 19.11(a) (Leverage) and (b) (Net
            interest cover) is the following:

<TABLE>
<CAPTION>
   TESTING DATE                          A            B
------------------                    --------     --------
<S>                                   <C>          <C>
30 September, 2003                    3.50 : 1     3.50 : 1
31 March, 2004                        3.50 : 1     3.50 : 1
30 September, 2004                    3.50 : 1     3.50 : 1
31 March, 2005                        3.25 : 1     3.50 : 1
30 September, 2005                    3.25 : 1     3.50 : 1
31 March, 2006                        3.25 : 1     3.50 : 1
30 September, 2006                    3.25 : 1     3.50 : 1
31 March, 2007                        3.00 : 1     4.00 : 1
30 September, 2007                    3.00 : 1     4.00 : 1
</TABLE>

                                       71

<PAGE>

<TABLE>
<CAPTION>
   TESTING DATE                          A            B
------------------                    --------     --------
<S>                                   <C>          <C>
31 March, 2008                        3.00 : 1     4.00 : 1
</TABLE>

19.12 FINANCIAL DEFINITIONS

      For the purposes of clause 19.11 (Financial covenants):

      "CASH" means cash at bank credited to an account in the name of a Group
      Company with an Eligible Lender and to which that Group Company is
      beneficially entitled which is repayable on demand (or within 30 days of
      demand) without condition;

      "CASH EQUIVALENTS" means marketable debt securities with a maturity of
      three months or less and with a short-term debt rating of at least A1 +
      granted by Standard & Poor's Ratings Group (a division of The McGraw Hill
      Companies, Inc.) or Pl granted by Moody's Investors Services, Inc. to
      which a Group Company is beneficially entitled, and which can be realised
      by that Group Company without any significant delay;

      "EBITDA" means the consolidated profit of the Group for the relevant
      Testing Period:

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

      (b)   before any deduction for Interest Payable;

      (c)   before, with respect only to Testing Periods during which interest
            payments were made under the Investor Bonds, any deduction of
            interest on the Investor Bonds;

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

      (e)   excluding extraordinary items;

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

            (i)   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

            (ii)  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;

      (g)   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;

      (h)   before deducting amortisation of any goodwill or any intangible
            assets;

      (i)   before deducting any depreciation on fixed assets;

      (j)   before amortisation of any Acquisition Costs; and

      (k)   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;

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<PAGE>

      For the avoidance of doubt, "EBITDA" shall not be reduced by the
      Refinancing Costs incurred and paid by the Group during that Testing
      Period;

      "ELIGIBLE LENDER" means any bank or financial institution with a
      short-term debt rating of at least A1 granted by Standard & Poor's Ratings
      Group (a division of the McGraw Hill Companies, Inc.) or P1 granted by
      Moody's Investors Services, Inc.;

      "INTEREST" means interest and amounts in the nature of interest paid or
      payable in relation to any Financial Indebtedness including:

      (a)   the interest element of finance leases;

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

      (c)   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);

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

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

      "INTEREST PAYABLE" means the total of:

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

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

      as an obligation of any Group Company during that period and adjusted for
      amounts payable and receivable under Derivative Instruments entered into
      for the purposes of managing or hedging interest rate risk;

      "INTEREST RECEIVABLE" means the amount of Interest accrued (including
      interest and/or dividends received by the Group during the relevant
      Testing Period under Cash Equivalent investments) due to Group Companies
      (other than by other Group Companies) during the relevant Testing Period
      which is freely available to meet the Group's payment obligations;

      "NET INTEREST" means Interest Payable less Interest Receivable during the
      relevant Testing Period;

      "TESTING DATE" means the date specified in the relevant table as the date
      as at (or to) which a particular financial ratio is being tested;

      "TESTING PERIOD" means, subject to clause 19.14 (Calculation adjustments)
      each period which corresponds to the annual accounting reference period of
      the Parent or two consecutive Accounting Half-Years and ending on or about
      a Testing Date;

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      "TOTAL NET DEBT" means, at any time, the aggregate outstanding principal
      or capital amount of all Financial Indebtedness of the Group calculated on
      a consolidated basis less Cash and Cash Equivalents owned by Group
      Companies, except that:

      (a)   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;

      (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, to the extent it relates to
            (a) indebtedness of another Group Company already included in the
            calculation of Total Net Debt, or (b) bank guarantees (cautions
            bancaires) issued to French tax authorities to secure the
            liabilities of any Group Company under tax reassessments in respect
            of French professional tax (taxe professionnelle), to the extent
            that such liabilities are fully guaranteed by the Vendors under the
            provisions of the Warranty Agreement;

      (c)   any Financial Indebtedness arising under any Private Equity
            Contribution shall be excluded; and

      (d)   any amount drawn under the Revolving Facility shall be excluded.

19.13 CALCULATION

      (a)   The covenants contained in clause 19.11 (Financial covenants) will
            be tested by reference to the Annual Accounts and the Half-Year
            Accounts for the relevant Testing Period.

      (b)   If the Annual Accounts are not available when any covenant referred
            to in clause 19.13(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 19.11 (Financial
            covenants) will be determined by reference to those adjusted
            figures.

      (c)   The components of each definition used in clause 19.11 (Financial
            covenants) will be calculated in accordance with the Approved
            Accounting Principles, as varied by this agreement.

      (d)   For the avoidance of doubt, for the purpose of calculating the
            ratios referred to in clause 19.11 (Financial Covenants), each
            component of such ratios shall not double-count the same amount in
            the same calculation.

19.14 CALCULATION ADJUSTMENTS

      For the purpose of determining compliance with the financial covenants in
      clause 19.11(a) (Leverage) and 19.11(b) (Net interest cover) if the Group
      acquires a company or companies (having obtained any necessary consent
      under this agreement to do so), until the first Testing Date which falls
      more than 12 months after the relevant company or companies became
      Subsidiaries of the Parent, the results of such company or companies will
      be deemed included with those of the rest of the Group for the full
      duration of the relevant Testing Period as if such company or companies
      had become a Group Company at the commencement of the Testing Period. Any
      necessary aggregation of their results will be confirmed by the Auditors
      and will not include any synergy benefits expected (save as provided in
      the definition of Permitted Acquisition in clause 1.1 (Definitions)) to be
      achieved as a result of the acquisition of such company or companies.

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20.   EVENTS OF DEFAULT

20.1  LIST OF EVENTS

      Each of the events set out in this clause 20.1 constitutes an Event of
      Default, whether or not the occurrence of the event concerned is outside
      the control of any Group Company.

      (a)   PAYMENT DEFAULT

            Any Obligor fails to pay within five Business Days' of the due date
            any amount payable by it under any Senior Finance Document at the
            place at which and in the currency in which it is expressed to be
            payable.

      (b)   BREACH OF OTHER OBLIGATIONS

            (i)   Any Obligor fails to comply with any of its obligations under
                  clauses 19.3 (Disposals and security undertakings) to 19.5
                  (Financing arrangement undertakings) (inclusive) (except
                  clause 19.5(e)) or 19.11 (Financial covenants) (whether or not
                  the relevant obligation is enforceable against that Group
                  Company).

            (ii)  Any Group Company fails to comply with any of its obligations
                  under any Senior Finance Document (whether or not the relevant
                  obligation is enforceable against that Group Company), other
                  than those specified in clause 20.1(a) (Payment default) or
                  clause 20.1(b)(i) and, if that failure is in the opinion of
                  the Facility Agent capable of remedy, it is not remedied
                  within 15 Business Days of the earlier of:

                  (A)   the Facility Agent notifying the Parent of that default;
                        and

                  (B)   any Group Company becoming aware of the relevant matter.

      (c)   MISREPRESENTATION

            Any representation, warranty or statement which is made by any Group
            Company in any Senior Finance Document or is contained in any
            certificate, statement or notice provided under or in connection
            with any Senior Finance Document is incorrect in any material
            respect when made (or when deemed to be made or repeated) and, if
            the circumstances giving rise to that default are in the opinion of
            the Facility Agent capable of remedy, they are not remedied within
            15 Business Days of the earlier of:

            (i)   the Facility Agent notifying the Parent of that default; and

            (ii)  any Group Company becoming aware of the relevant matter.

      (d)   INVALIDITY AND UNLAWFULNESS

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

            (ii)  It is or becomes unlawful under any applicable jurisdiction
                  for any Group Company to perform any of its obligations under
                  any Senior Finance Document.

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            (iii) Any act, condition or thing required to be done, fulfilled or
                  performed in order to:

                  (A)   enable any Group Company lawfully to enter into,
                        exercise its rights under and perform the obligations
                        expressed to be assumed by it under any Senior Finance
                        Document, any High Yield Document and any Intra-Group
                        Bond Document to which it is party;

                  (B)   ensure that the obligations expressed to be assumed by
                        any Group Company under any Senior Finance Document, any
                        High Yield Document and any Intra-Group Bond Document to
                        which it is party are legal, valid and binding;

                  (C)   make each any Senior Finance Document, any High Yield
                        Document and any Intra-Group Bond Document admissible in
                        evidence in the courts of France or the jurisdiction in
                        which any Group Company is incorporated; and

                  (D)   create the security constituted by the Security
                        Documents to which any Group Company is party,

                  is not done, fulfilled or performed.

      (e)   INSOLVENCY

            (i)   Any Group Company stops or suspends or threatens, or announces
                  an intention to stop or suspend, payment of its debts
                  (including cessation des paiements, whether pursuant to
                  article L621-1 of the New French Commercial Code or
                  otherwise).

            (ii)  Any Group Company is, for the purpose of any applicable law,
                  deemed to be unable, or 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 any indebtedness of
                  any Group Company.

      (f)   RECEIVERSHIP AND ADMINISTRATION

            (i)   Any encumbrancer takes possession of, or a receiver or
                  administrator or similar officer (a conciliateur or an
                  administrateur provisoire or a mandataire ad hoc) is appointed
                  over or in relation to, all or any part of the assets of any
                  Group Company.

            (ii)  A petition is presented, a meeting is convened, an application
                  is made or any other step is taken for the purpose of
                  appointing an administrator or receiver or other similar
                  officer (a conciliateur or an administrateur provisoire or a
                  mandataire ad hoc) of, or for the making of an administration
                  order in relation to any Group Company, in each case unless
                  such proceedings are discharged or stayed within 15 days.

      (g)   COMPOSITIONS AND ARRANGEMENTS

            (i)   Any Group Company convenes a meeting of its creditors
                  generally or proposes or makes any arrangement or composition
                  with, or any assignment for the benefit of, its creditors
                  generally.

            (ii)  Any Group Company proposes or enters into any negotiations for
                  or in connection with the rescheduling, restructuring or
                  re-adjustment of any indebtedness by reason of, or with a view
                  to avoiding, financial difficulties.

      (h)   WINDING UP

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            (i)   Any meeting of any Group Company is convened for the purpose
                  of considering any resolution for (or to petition for) its
                  winding up (liquidation judiciaire or amiable) or passes such
                  a resolution (other than as a result of a permitted
                  amalgamation).

            (ii)  A petition is presented for the winding up of any Group
                  Company which is not discharged or stayed within 21 days.

            (iii) An order is made for the winding up of any Group Company.

      (i)   ATTACHMENT OR PROCESS

            A creditor attaches or takes possession of (mesure de saisie) or a
            distress, execution, (execution forcee), sequestration or other
            process is levied or enforced upon or sued out against all or any
            part of the assets the aggregate value of which exceeds EUR
            1,525,000 (or its equivalent in other currencies) of any Group
            Company in each case unless such proceedings are discharged or
            stayed within 21 days.

      (j)   SUSPENSION OF PAYMENTS

            Any order is made, any resolution is passed or any other action is
            taken for the suspension of payments, protection from creditors or
            bankruptcy of any Group Company.

      (k)   SIMILAR EVENTS ELSEWHERE

            There occurs in relation to any Material Company or any of its
            assets in any country or territory in which it is incorporated or
            carries on business or to the jurisdiction of whose courts it or any
            of its assets is subject any event which appears to the Facility
            Agent to correspond in that country or territory with any of those
            mentioned in clauses 20.1(e) (Insolvency) to 20.1(j) (Suspension of
            payments) (inclusive).

      (l)   CESSATION OF BUSINESS

            The Parent or any Material Company ceases, or threatens or proposes
            to cease to carry on all or a substantial part of its business
            (cessation totale ou partielle de l'entreprise).

      (m)   COMPULSORY ACQUISITION

            All or any part of the assets of the Parent or any Material Company
            are seized, nationalised, expropriated or compulsorily acquired by,
            or by the order of, any central or local governmental authority in
            relation to which full market value compensation is not paid.

      (n)   SECURITY INTERESTS

            Any Security Interest affecting the business, undertaking or any of
            the assets of the Parent or any Material Company and securing
            indebtedness exceeding EUR 775,000 (or its equivalent in other
            currencies) in aggregate becomes enforceable and steps are taken to
            enforce the same which are not withdrawn or stayed within 30 days.

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      (o)   CROSS DEFAULT

            (i)   Any Financial Indebtedness of any Group Company or Group
                  Companies exceeding EUR 1,525,000 (or its equivalent in other
                  currencies) in aggregate:

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

                  (B)   becomes due and payable (or capable of being declared
                        due and payable) 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).

            (ii)  Any event of default (howsoever described) occurs under any of
                  the High Yield Documents or Intra-Group Bond Documents.

      (p)   LITIGATION

            Any litigation, arbitration or administrative proceeding is
            commenced by or against any Group Company which is reasonably likely
            to be resolved against the relevant Group Company and, if so
            resolved, could reasonably be expected to have a Material Adverse
            Effect.

      (q)   INTERCREDITOR BREACH

            Any Obligor or an Intra-Group Creditor (as defined in the
            Intercreditor Agreement) fails to comply with its obligations under
            the Intercreditor Agreement or the Intercreditor Agreement ceases to
            be binding upon any such party for whatever reason, in each case in
            a manner which could reasonably be expected to prejudice the
            interests of the Finance Parties under the Senior Finance Documents.

      (r)   REGULATORY PROCEEDINGS

            Any regulatory or other proceedings are instigated by any
            competition or similar authority (including the European Commission)
            as a result of the Transaction Documents having been entered into or
            implemented and the same has, or could reasonably be expected to
            have, a Material Adverse Effect.

      (s)   AUDITORS' QUALIFICATION

            The Auditors qualify their report on any Annual Accounts in any
            manner which could reasonably be expected to prejudice the interests
            of the Finance Parties under the Senior Finance Documents.

      (t)   MATERIAL CONTRACTS

            (i)   Any Material Contract is terminated or otherwise ceases to be
                  in full force and effect (other than on expiry under its
                  terms, as in force at the date of this agreement).

            (ii)  Any amendment is made to any Material Contract 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 Senior Finance Documents.

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            (iii) Any Group Company breaches any term of or repudiates any of
                  its obligations under any Material Contract the result of
                  which could reasonably be expected to be materially adverse to
                  the interests of the Finance Parties under the Senior Finance
                  Documents.

      (u)   TAX CONSOLIDATION

            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 (integration fiscale) for the Group, 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).

      (v)   MATERIAL ADVERSE EFFECT

            At any time there occurs any event or default not mentioned in any
            of the provisions of this clause 20.1 which, in the opinion of the
            Majority Lenders, could reasonably be expected to have a Material
            Adverse Effect.

20.2  CANCELLATION AND REPAYMENT

      Subject to Clause 20.3 (Certain Funds Period), at any time after the
      occurrence of an Event of Default (and for so long as it is continuing),
      the Facility Agent may, and will if so directed by the Majority Lenders,
      by notice to the Parent do all or any of the following, in addition and
      without prejudice to any other rights or remedies which it or any other
      Finance Party may have under any other Senior Finance Document:

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

      (b)   declare all or any Advances, accrued interest on those Advances and
            any other amounts then payable under any Senior Finance Document to
            be immediately due and payable, whereupon those amounts shall become
            so due and payable; and/or

      (c)   declare all or any Advances to be payable on demand, whereupon those
            Advances shall become payable on demand; and/or

      (d)   require the provision of cash cover in relation to all or any
            outstanding Contingent Liabilities, whereupon each Borrower shall
            immediately provide cash cover in an amount equal to the total
            Contingent Liability of the Lenders under all Bank Guarantees issued
            for the account of the Borrowers.

20.3  CERTAIN FUNDS PERIOD

      Once the conditions precedent under clause 4.1 (Initial conditions
      precedent) have been satisfied, the Lenders shall only be entitled to
      decline to make available any Advance or to exercise any rights of
      rescission, cancellation or termination, whether pursuant to Clause 20.2
      (Cancellation and Repayment) or otherwise or any rights of set-off or
      counterclaim under the Finance Documents in respect of any Advance the
      purpose of which is to fund the Refinancing during the Certain Funds
      Period, by reason of:

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      (a)   any Sale, Listing or Change of Control (each as described in clause
            11.3 (Sale, Change of Control, Listing) occurs;

      (b)   an Obligor cancelling, rescinding or purporting to rescind the
            Facilities (including, without limitation, under clause 11.8
            (Cancellation of Term Facility) or 11.9 (Cancellation of Revolving
            Facility)) in the case of any cancellation to the extent of the
            amount so cancelled;

      (c)   any breach of the representations and warranties contained in
            clauses 18.2 (Incorporation) (to the extent that the breach of such
            clause 18.2 (Incorporation) relates to an Obligor), 18.3 (Power and
            capacity) or 18.4 (Authorisation);

      (d)   any breach of the undertaking contained in clauses 19.2(c)
            (Amalgamations), 19.2(h) (Pari-passu ranking), 19.4 (Acquisitions
            and investment undertakings) (to the extent that such breach of that
            clause could reasonably be expected to have a Material Adverse
            Effect), 19.5(a) (Borrowings) (to the extent that such breach of
            that clause could reasonably be expected to have a Material Adverse
            Effect), 19.5(b) (Guarantees) (to the extent that such breach of
            that clause could reasonably be expected to have a Material Adverse
            Effect), 19.5(c) (Loans) (to the extent that such breach of that
            clause could reasonably be expected to have a Material Adverse
            Effect), 19.6(e) (Ring Fencing of Finco), 19.8(a) (Changes to
            Acquisition Documents and Material Contracts), 19.8(c) (Changes to
            Equity Documents), 19.8(d) (Changes to High Yield Documents and
            Intra-Group Documents) or 19.9 (Share capital, dividend and other
            junior financing arrangement undertakings),

      (e)   any of the Events of Default referred to in clause 20.1(d)
            (Invalidity and unlawfulness) occurring and is continuing by reason
            of circumstances relating to the Parent only or as a result of a
            change of any law or regulation occurring during the Certain Funds
            Period;

      (f)   any of the Events of Default referred to in clauses 20.1(e)
            (Insolvency) to 20.1(k) (Similar events elsewhere) occurring and is
            continuing;

      (g)   any of the events described in clause 14.2 (Illegality) occurs as a
            result of a change of any law or regulation occurring during the
            Certain Funds Period; or

      (h)   the Event of Default referred to in clause 20.1(v) (Material Adverse
            Effect) occurring and is continuing on 30 June 2003 and the Facility
            Agent has notified the Parent of the termination of the Facility on
            that ground pursuant to clause 20.2 (Cancellation and repayment) by
            facsimile before 10:00 a.m. on 30 June 2003.

21.   THE AGENTS AND THE OTHER FINANCE PARTIES

21.1  AGENTS' APPOINTMENT

      (a)   Each Lender:

            (i)   appoints Credit Lyonnais as Facility Agent to act as its agent
                  under and in connection with the Senior Finance Documents and
                  as Security Agent to act as its security agent for the
                  purposes of the Security Documents; and

            (ii)  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 Senior
                  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 Senior Finance
                  Documents.

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

      (c)   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 Senior Finance Documents.

21.2  AGENTS' DUTIES

      Each Agent shall:

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

      (b)   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 Senior Finance Document;

      (c)   have only those duties, obligations and responsibilities expressly
            specified in the Senior Finance Documents; and

      (d)   without prejudice to clause 21.6(c) (Communications and
            information), promptly notify each Lender:

            (i)   of any Default which occurs under clause 20.1(a) (Payment
                  default); and

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

21.3  AGENTS' RIGHTS

      Each Agent may:

      (a)   perform any of its duties, obligations and responsibilities under
            the Senior 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);

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

      (c)   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;

      (d)   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;

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      (e)   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;

      (f)   refrain from taking any step (or further step) to protect or enforce
            the rights of any Lender under any Senior 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;

      (g)   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;

      (h)   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;

      (i)   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;

      (j)   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

      (k)   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.

21.4  EXONERATION OF THE ARRANGER AND THE AGENTS

      None of the Arranger, the Agents or any of their respective personnel or
      agents shall be:

      (a)   responsible for the adequacy, accuracy or completeness of any
            representation, warranty, statement or information in the
            Syndication Memorandum, any Senior Finance Document or any notice or
            other document delivered under any Senior Finance Document;

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

      (c)   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 Senior Finance Document;

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

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

      (f)   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

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      (g)   liable for anything done or not done by it under or in connection
            with any Senior 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 Senior Finance Documents.

21.5  THE ARRANGER AND THE AGENTS INDIVIDUALLY

      (a)   If it is a Lender, the Arranger and each of the Agents shall have
            the same rights and powers under the Senior 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.

      (b)   The Arranger and the Agents may:

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

            (ii)  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).

21.6  COMMUNICATIONS AND INFORMATION

      (a)   All communications to an Obligor in connection with the Senior
            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 Senior Finance Documents.

      (b)   No Agent will be obliged to transmit to any other Finance Party any
            information relating to any party to any Senior Finance Document
            which that Agent may have acquired otherwise than in connection with
            the Facilities or the Senior Finance Documents. Notwithstanding
            anything to the contrary expressed or implied in any Senior 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 Senior Finance Documents.

      (c)   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:

            (i)   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

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            (ii)  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.

21.7  NON-RELIANCE ON THE ARRANGER AND THE AGENTS

      Each Lender confirms that it is (and will at all times continue to be)
      solely responsible for making its own independent investigation and
      appraisal of the business, operations, financial condition,
      creditworthiness, status and affairs of each Group Company and has not
      relied, and will not at any time rely, on the Arranger or any Agent:

      (a)   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

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

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

21.8  AGENTS' INDEMNITY

      (a)   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 Senior Finance Documents or its duties, obligations and
            responsibilities under the Senior 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.

      (b)   The provisions of clause 21.8(a) are without prejudice to any
            obligations of the Obligors to indemnify the Agents under the Senior
            Finance Documents.

21.9  TERMINATION AND RESIGNATION OF AGENCY

      (a)   An Agent (a "RETIRING AGENT") may resign its appointment at any time
            by giving notice to the Lenders and the Parent.

      (b)   A successor Agent (a "SUCCESSOR AGENT") shall be selected:

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

            (ii)  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

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            (iii) 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.

      (c)   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.

      (d)   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:

            (i)   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 Senior
                  Finance Documents;

            (ii)  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

            (iii) the Retiring Agent will be discharged from any further
                  liability or obligation under or in connection with the Senior
                  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 15.2 (Agency fee) for the 12 month
                  period in relation to which that agency fee was most recently
                  paid).

      (e)   The Retiring Agent will co-operate with the Successor Agent in order
            to ensure that its functions are transferred to the Successor Agent
            without disruption to the service provided to the Parent and the
            Lenders and will, as soon as practicable following the Successor
            Agent's appointment, make available to the Successor Agent the
            documents and records which have been maintained in connection with
            the Senior Finance Documents in order that the Successor Agent is
            able to discharge its functions.

      (f)   The provisions of this agreement will continue in effect for the
            benefit of any Retiring Agent in relation to any actions taken or
            omitted to be taken by it or any event occurring before the
            termination of its agency.

21.10 ROLE OF THE SECURITY AGENT

      The Security Agent shall hold the benefit of the Security Documents as
      agent for itself and the other Finance Parties and will apply all payments
      and other benefits received by it under the Security Documents in
      accordance with the provisions of the Intercreditor Agreement.

21.11 PAYMENTS TO FINANCE PARTIES

      (a)   Each Agent will account to each other Finance Party for its due
            proportions of all amounts received by that Agent for that Finance
            Party, whether by way of repayment of principal or payment of
            interest, commitment commission, fees or otherwise.

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      (b)   Each Agent may retain for its own use and benefit, and will not be
            liable to account to any other Finance Party for all or any part of,
            any amounts received by way of agency or arrangement fee or by way
            of reimbursement of expenses incurred by it.

21.12 CHANGE OF OFFICE OF AGENT

      An Agent may at any time in its sole discretion by notice to the Parent
      and each other Finance Party designate a different office in France from
      which its duties as the relevant Agent will be performed from the date of
      notification.

22.   PRO RATA PAYMENTS

22.1  RECOVERIES

      If any amount owing by any Obligor under any Senior Finance Document to a
      Lender (the "RECOVERING LENDER") is discharged by payment, set-off or any
      other manner other than through the Facility Agent in accordance with
      clause 12 (Payments) (that amount being referred to in this clause 22.1 as
      a "RECOVERY") then:

      (a)   within two Business Days of receipt of the Recovery, the Recovering
            Lender shall pay to the Facility Agent an amount equal (or
            equivalent) to that Recovery;

      (b)   the Facility Agent shall treat that payment as if it was part of the
            payment to be made by the relevant Obligor to the Lenders rateably
            in accordance with their respective Commitments; and

      (c)   (except for any receipt by the Recovering Lender as a result of the
            operation of clause 23.1(b)) as between the relevant Obligor and the
            Recovering Lender, the Recovery shall be treated as not having been
            paid.

22.2  NOTIFICATION OF RECOVERY

      Each Lender will notify the Facility Agent as soon as reasonably
      practicable of any Recovery by that Lender, other than by payment through
      the Facility Agent. If any Recovery subsequently has to be wholly or
      partly refunded by the Recovering Lender which paid an amount equal to
      that Recovery to the Facility Agent under clause 22.1(a) (Recoveries),
      each Lender to which any part of that amount was distributed will, on
      request from the Recovering Lender, repay to the Recovering Lender that
      Lender's pro rata share of the amount which has to be refunded by the
      Recovering Lender.

22.3  INFORMATION

      Each Lender will on request supply to the Facility Agent any information
      which the Facility Agent may from time to time request for the purpose of
      this clause 22.

22.4  EXCEPTIONS TO SHARING OF RECOVERIES

      Notwithstanding the foregoing provisions of this clause 22.1, no
      Recovering Lender will be obliged to share any Recovery which it receives
      as a result of legal proceedings taken by it to recover any amounts owing
      to it under the Senior Finance Documents with any other party which has a
      legal right to, but does not, either join in those proceedings or commence
      and diligently pursue separate proceedings to enforce its rights in the
      same or another court (unless the proceedings instituted by the Recovering
      Lender are instituted by it without prior notice having been given to that
      other party through the Facility Agent).

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22.5  SEVERAL OBLIGATIONS

      Failure by any Recovering Lender to comply with any of the provisions of
      this clause 22 will not release any other Recovering Lender from any of
      its obligations or liabilities under this clause 22.

22.6  OBTAINING CONSENTS

      Each party to this agreement shall take all steps required of it under
      clause 22.1 (Recoveries) and use its reasonable endeavours to obtain any
      consents or authorisations which may be required in relation to any
      payment to be made by it under this clause 22.

22.7  NO SECURITY

      The provisions of this clause 22 shall not, and shall not be construed so
      as to, constitute a charge by any Lender over all or any part of any
      amount received or recovered by it under any of the circumstances
      mentioned in this clause 22.

22.8  ANCILLARY AND HEDGING LENDERS

      This clause 22 shall not apply to any Recovery by a Lender in its capacity
      as a Hedging Lender.

23.   SET-OFF

23.1  SET-OFF RIGHTS

      Any Finance Party may at any time after an Event of Default has occurred
      (without notice to the relevant Obligor):

      (a)   set-off or otherwise apply amounts standing to the credit of any
            Obligor's accounts with that Finance Party; and

      (b)   set-off any other obligations (then due for performance) owed by
            that Finance Party to the relevant Obligor,

      against any liability of the relevant Obligor to the relevant Finance
      Party under the Senior Finance Documents which is due but unpaid.

23.2  DIFFERENT CURRENCIES

      A Finance Party may exercise its rights under clause 23.1 (Set-off rights)
      notwithstanding that the amounts concerned may be expressed in different
      currencies and each Finance Party is authorised to effect any necessary
      conversions at a market rate of exchange selected by it.

24.   NOTICES

24.1  MODE OF SERVICE

      (a)   Except as specifically provided otherwise in this agreement, any
            notice, demand, consent, agreement or other communication (a
            "NOTICE") to be served under or in connection with any Senior
            Finance Document will be in writing and will be made by letter or by
            facsimile transmission to the party to be served.

      (b)   The address and facsimile number of each party to this agreement for
            the purposes of clause 24.1(a) are:

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            (i)   the address and facsimile number shown immediately after its
                  name on the signature pages of this agreement (in the case of
                  any person who is a party as at the date of this agreement);

            (ii)  the address and facsimile number notified by that party for
                  this purpose to the Facility Agent on or before the date it
                  becomes a party to this agreement (in the case of any person
                  who becomes a party after the date of this agreement); or

            (iii) any other address and facsimile number notified by that party
                  for this purpose to the Facility Agent by not less than five
                  Business Days' notice.

      (c)   Any Notice to be served by any Obligor on a Finance Party will be
            effective only if it is expressly marked for the attention of the
            department or officer (if any) specified in conjunction with the
            relevant address and facsimile number referred to in clause 24.1(b).

24.2  DEEMED SERVICE

      (a)   Subject to clause 24.2(b), a Notice will be deemed to be given as
            follows:

            (i)   if by letter, when delivered personally or on actual receipt;
                  and

            (ii)  if by facsimile, when delivered.

      (b)   A Notice given in accordance with clause 24.2(a) but received on a
            non-working day or after business hours in the place of receipt will
            only be deemed to be given on the next working day in that place.

24.3  LANGUAGE

      (a)   Any Notice must be in English.

      (b)   All other documents provided under or in connection with any Senior
            Finance Document must be:

            (i)   in English; or

            (ii)  if not in English, accompanied by a certified English
                  translation in which case, the English translation will
                  prevail unless the document is a constitutional, statutory or
                  other official document.

25.   CONFIDENTIALITY

      Subject to clause 26.8 (Disclosure of information), the parties will keep
      the Senior Finance Documents, the Syndication Memorandum and their subject
      matter and any matter relating thereto (including all details relating to
      the structure and financing of the Acquisition) confidential, except to
      the extent that they are required by law or regulation to disclose the
      same. Each Finance Party agrees with each Obligor to hold confidential all
      information which it acquires under or in connection with the Senior
      Finance Documents, except to the extent it is required by law or
      regulation to disclose it or it comes into the public domain (otherwise
      than as a result of a breach of this clause 25). A Finance Party may,
      however, disclose any such information to its auditors, legal advisers or
      other professional advisers (the "ADVISERS") for any purpose connected
      with the Senior Finance Documents, provided that the relevant Finance
      Party takes reasonable steps to procure that each Adviser maintains the
      confidentiality of that information.

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26.   CHANGES TO PARTIES

26.1  ASSIGNMENT BY THE OBLIGORS

      No Obligor may assign or transfer all or any part of its rights, benefits
      or obligations under any Senior Finance Document.

26.2  ASSIGNMENTS AND TRANSFERS BY LENDERS

      (a)   A Lender (in this capacity the "TRANSFEROR") may, subject to Clause
            26.2(b) after prior consultation with the Parent at any time assign
            any of its rights under any Senior Finance Document or transfer any
            of its rights and obligations under any Senior Finance Document to
            any person (a "TRANSFEREE"), provided that:

            (i)   in the case of an assignment or transfer by a Lender of part
                  (but not all) of its Commitments to a Transferee which is not,
                  at the time of the assignment or transfer, an existing Lender,
                  the aggregate amount of the Commitments of that Lender subject
                  to that assignment or transfer is at least EUR 2,500,000;

            (ii)  the Transferee has executed a Creditor Accession Agreement;

            (iii) in the case of an assignment, it is made in accordance with
                  clause 26.3 (Assignments by Lenders);

            (iv)  in the case of a transfer, it is made in accordance with
                  clause 26.4 (Transfers by Lenders); and

            (v)   in the case of a transfer of the Revolving Facility, each
                  Issuing Lender has approved the Transferee (such approval not
                  to be unreasonably withheld or delayed).

      (b)   The Parent (for itself and as agent for the existing Obligors) will
            execute or procure that there are executed such documents and
            agreements as are necessary to effect a transfer of rights or
            obligations to a Transferee under this agreement.

      (c)   Subject to clause 3.4(b) (Syndication), nothing in this agreement
            will restrict the ability of a Lender to sub-participate or
            sub-contract any of its obligations under any Senior Finance
            Document if that Lender remains liable under that Senior Finance
            Document in relation to those obligations. A Lender shall notify the
            Parent of any such sub-participation or sub-contracting by it.

      (d)   The Transferee shall, under its own responsibility and at its own
            costs, notify the assignment of rights made in connection with the
            assignment or transfer to the Obligors through a bailiff in
            accordance with Article 1690 of the French Code Civil.

26.3  ASSIGNMENTS BY LENDERS

      (a)   If any Lender wishes to assign all or any of its rights and benefits
            under the Senior Finance Documents, the relevant Transferee shall
            deliver a notice to the Facility Agent confirming to the Facility
            Agent (on behalf of the other parties to the Senior Finance
            Documents (other than the Transferor and the Transferee)) that it
            shall be under the same obligations towards each of them as it would
            have been under if it had been an original party to the Senior
            Finance Documents as a Lender.

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      (b)   Upon delivery of a notice under clause 26.3(a), the relevant
            Transferee shall (subject to clause 26.2 (Assignments and transfers
            by Lenders) become a party to the Senior Finance Documents as a
            Lender.

26.4  TRANSFERS BY LENDERS

      (a)   A Transferor may, subject to clause 26.2 (Assignments and transfers
            by Lenders), after prior consultation with the Parent transfer all
            or any of its rights and obligations under the Senior Finance
            Documents to a Transferee by means of a transfer effected by the
            Facility Agent executing a Transfer Certificate which has been duly
            completed and signed by both the Transferee and the Transferor.

      (b)   On the later of (A) the date specified in the Transfer Certificate
            as being the date on or as from which the transfer under this clause
            26.4 is to take effect and (B) the date on which the Facility Agent
            executes the Transfer Certificate, to the extent that, in the
            Transfer Certificate, the Transferor seeks to transfer its right and
            obligations under the Senior Finance Documents:

            (i)   the Transferor and the other parties to the relevant Senior
                  Finance Documents (the "EXISTING PARTIES") will be released
                  from their obligations to each other under those Senior
                  Finance Documents (the "DISCHARGED OBLIGATIONS");

            (ii)  the Transferee and the Existing Parties will assume
                  obligations towards each other which differ from the
                  Discharged Obligations only insofar as they are owed to or
                  assumed by the Transferee instead of the Transferor;

            (iii) the rights of the Transferor and the Existing Parties against
                  each other under those Senior Finance Documents (the
                  "DISCHARGED RIGHTS") will be cancelled;

            (iv)  the Transferee and the Existing Parties will acquire rights
                  against each other which differ from the Discharged Rights
                  only insofar as they are exercisable by or against the
                  Transferee instead of the Transferor; and

            (v)   the Transferee will become a party to this agreement as a
                  Lender in relation to the relevant Facility.

      (c)   Each of the parties to this agreement (other than the relevant
            Transferor and the relevant Transferee) irrevocably authorises the
            Facility Agent to execute on its behalf any Transfer Certificate
            which has been duly completed in accordance with this clause 26.4
            and executed by each of the Transferor and the Transferee.

      (d)   The Facility Agent will notify the other parties to this agreement
            of the receipt and execution by it on their behalf of any Transfer
            Certificate as soon as reasonably practicable following execution.

      (e)   For the purposes of article 1278 of the French Civil Code, each
            party to this agreement agrees that upon any transfer under this
            clause 26.4 (Transfers by Lenders), the guarantees and Security
            Interests created under any of Senior Finance Documents shall be
            preserved for the benefit of all Finance Parties including the
            Transferee.

26.5  FEE

      On the date on which any transfer takes effect in accordance with this
      clause 26, the Transferee will pay to the Facility Agent for its own
      account a transfer fee of EUR 1,000 (VAT not included).

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26.6  NO CONTINUING LIABILITY

      Nothing in any Senior Finance Document will oblige a Transferor to, or
      cause a Transferor to be liable to:

      (a)   accept a re-assignment or re-transfer from a Transferee of any of
            the rights or obligations assigned, transferred or novated under
            this clause 26; or

      (b)   support any losses incurred by a Transferee by reason of the
            non-performance by any Obligor of its obligations under any Senior
            Finance Document.

26.7  BENEFIT OF AGREEMENT

      This agreement will be binding on, and enure for the benefit of, each
      party to it and its or any subsequent successors or assigns.

26.8  DISCLOSURE OF INFORMATION

      Each Lender may disclose to a proposed assignee or transferee or any
      sub-participant, risk participant or other participant proposing to enter
      or having entered into a contract with that Lender regarding the Senior
      Finance Documents any information in the possession of that Lender
      relating to any Group Company provided that, prior to disclosing any
      information in accordance with this clause 26.8, a Lender will obtain from
      any potential assignee, transferee or sub-participant, or, as the case may
      be, from its Affiliate, and deliver to the Parent, a confidentiality
      undertaking, addressed to the Obligors, in substantially the same form as
      given by each Lender under clause 25 or such other form as the Parent on
      behalf of the Obligors may approve.

26.9  NO ADDITIONAL COST TO OBLIGORS

      If any assignment or transfer results, at or after the time of the
      assignment or transfer, in additional amounts (other than Mandatory Costs)
      becoming due by any Obligor under any provision of this agreement, the
      Transferee shall be entitled to receive such additional amounts only to
      the extent that the Transferor would have been so entitled had there been
      no such assignment or transfer.

27.   LENDERS' DECISIONS

27.1  PROCEDURES

      (a)   Subject to clauses 27.2 (Exceptions) and 27.3 (Express provisions),
            any provision of any Senior Finance Document may be amended or
            waived (each a "MODIFICATION") with the agreement of the Majority
            Lenders and the Parent. A Modification so agreed may be effected by
            the Facility Agent executing any documents which may be required for
            that purpose on behalf of itself and all the other Finance Parties
            and the Parent executing those documents on behalf of itself and all
            the other Obligors.

      (b)   The Facility Agent will as soon as practicable after any
            Modification is made in accordance with clause 27.1(a) notify the
            other parties to the Senior Finance Documents. Any such Modification
            will take effect from the date on which that notification is given
            (or any later date which the Facility Agent may specify in that
            notification) and will be binding on all parties to the Senior
            Finance Documents.

27.2  EXCEPTIONS

      The following matters will require the unanimous agreement of all of the
      Lenders:

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      (a)   any increase in the Commitment of any Lender;

      (b)   any reduction of the Margin or any reduction of (or change in the
            currency of) the amount of any payment of principal, interest,
            guarantee fee or commission payable by any party under any Senior
            Finance Document;

      (c)   any extension of any Availability Period, any Maturity Date, any
            Repayment Date or any other date for payment of any amount due,
            owing or payable to any Lender under any Senior Finance Document;

      (d)   any change to the Borrowers or Guarantors or any release of
            security, other than in accordance with clause 17 (Changes to
            Obligors and Security); or

      (e)   any amendment of the definition of "Majority Lenders" in clause 1.1
            (Definitions) or any amendment of clause 3.3 (Rights and obligations
            of Finance Parties), clause 22 (Pro rata payments), clause 26
            (Changes to Parties) or this clause 27.

27.3  EXPRESS PROVISIONS

      Any consent or other matter which, by the express terms of any Senior
      Finance Document, is to be given by all the Lenders will not be effective
      unless all the Lenders have agreed to it but, subject to the agreement of
      all the Lenders having been obtained, may be given by the Facility Agent
      on behalf of all the Lenders.

27.4  HEDGING LENDERS

      Subject to the terms of the Intercreditor Agreement, any Hedging Agreement
      may be amended or waived by agreement between the parties to that Hedging
      Agreement.

28.   INDEMNITIES

28.1  GENERAL INDEMNITY AND BREAKAGE COSTS

      The Parent will indemnify each Finance Party on demand against any loss
      (including loss of profit) which it incurs as a result of:

      (a)   the occurrence of any Event of Default (and will pay all reasonable
            legal expenses incurred as a result of the occurrence of a Potential
            Event of Default);

      (b)   any failure by an Obligor to pay any amount due under a Senior
            Finance Document on its due date;

      (c)   any Drawing not being made for any reason (other than as a result of
            a default by a Finance Party) on the Drawdown Date specified in the
            relevant Drawdown Request; or

      (d)   any Advance or overdue amount under a Senior Finance Document being
            repaid or prepaid otherwise than on the last day of an Interest
            Period relating to that Advance or overdue amount,

      in each case upon production of duly documented evidence.

28.2  CURRENCY INDEMNITY

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      Without prejudice to clause 28.1 (General indemnity and breakage costs),
      if:

      (a)   any amount payable by any Obligor under or in connection with any
            Senior Finance Document is received by any Finance Party (or by an
            Agent on behalf of any Finance Party) in a currency (the "PAYMENT
            CURRENCY") other than that agreed in the relevant Senior Finance
            Document (the "AGREED CURRENCY"), whether as a result of any
            judgement or order, the enforcement of any judgement or order, the
            liquidation of the relevant Obligor or otherwise, and the amount
            produced by converting the Payment Currency so received into the
            Agreed Currency is less than the relevant amount of the Agreed
            Currency; or

      (b)   any amount payable by any Obligor under or in connection with any
            Senior Finance Document has to be converted from the Agreed Currency
            into another currency for the purpose of (i) making or filing a
            claim or proof against any Obligor, (ii) obtaining an order or
            judgement in any court or other tribunal or (iii) enforcing any
            order or judgement given or made in relation to any Senior Finance
            Document,

      then that Obligor will, as an independent obligation, on demand indemnify
      the relevant Finance Party for the deficiency and any loss sustained as a
      result, upon production of duly documented evidence. Any conversion
      required will be made at the prevailing rate of exchange on the date and
      in the market determined by the relevant Finance Party as being most
      appropriate for the conversion. That Obligor will also pay the costs of
      the conversion.

28.3  WAIVER

      The Parent waives any right it may have in any jurisdiction to pay any
      amount under any Senior Finance Document in a currency other than that in
      which it is expressed to be payable in that Senior Finance Document.

29.   MISCELLANEOUS

29.1  CERTIFICATES CONCLUSIVE

      Save as expressly provided otherwise in any Senior Finance Document, a
      certificate, determination, notification or opinion of any Finance Party
      stipulated for in any Senior Finance Document or as to any rate of
      interest or any other amount payable under any Senior Finance Document
      will be conclusive and binding on each Obligor, except in the case of
      manifest error.

29.2  NO IMPLIED WAIVERS

      (a)   No failure or delay by any Finance Party in exercising any right,
            power or privilege under any Senior Finance Document will operate as
            a waiver of that right, power or privilege, nor will any single or
            partial exercise of any right, power or privilege preclude any other
            or further exercise of that right, power or privilege, or the
            exercise of any other right, power or privilege.

      (b)   The rights and remedies provided in the Senior Finance Documents are
            cumulative and not exclusive of any rights and remedies provided by
            law and all those rights and remedies will, except where expressly
            provided otherwise in any Senior Finance Document, be available to
            the Finance Parties severally and any Finance Party shall be
            entitled to commence proceedings in connection with those rights and
            remedies in its own name.

      (c)   A waiver given or other consent granted by any Finance Party under
            any Senior Finance Document will be effective only if given in
            writing and then only in the instance and for the purpose for which
            it is given.

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29.3  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.

30.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

30.1  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.

30.2  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 at first instance and determining any
      dispute arising out of this agreement and for the purpose of enforcement
      of any judgement against its assets.

30.3  ELECTION OF DOMICILE

      For the benefit of each Finance Party, [each Obligor (other than the
      Parent)][Antargaz] irrevocably elects domicile with the Parent for the
      purposes of the Senior Finance Documents.

IN WITNESS whereof this agreement has been duly executed on the date first above
written.

                                       94

<PAGE>

                                   SCHEDULE 1
                                     LENDERS

<TABLE>
<CAPTION>
                                           TERM            REVOLVING
                                      COMMITMENT (EUR)  COMMITMENT (EUR)
                                      ----------------  ----------------
<S>                                   <C>               <C>
CREDIT LYONNAIS
Investment / Banking / DPID /
Leveraged Finance
81/83, rue de Richelieu
75002 Paris - France                    220,000,000        50,000,000

Facsimile: +33 1 42 95 14 72 / 88 21
Attention: Jerome Del Ben
           Brigitte Chalaud
</TABLE>

                                       95
<PAGE>

                                   SCHEDULE 2
                               SECURITY DOCUMENTS

1.    BY THE PARENT

      Each of the following documents executed by the Parent in favour of the
      Security Agent in the agreed form:

      (a)   pledge of financial instruments accounts (nantissement de compte
            d'instruments financiers) over all the shares of Antargaz;

      (b)   assignment (cession) by way of security (pursuant to the Loi Dailly)
            of all proceeds of claims of the Parent under the warranties given
            to the Parent by the Vendors under the Acquisition Documents;

      (c)   first ranking pledge of the Parent's business (nantissement de fonds
            de commerce);

      (d)   a general assignment (cession) of all Receivables by way of security
            (pursuant to the Loi Dailly).

2.    BY ANTARGAZ

      Each of the following documents executed by Antargaz in favour of the
      Security Agent in the agreed form:

      (a)   a general assignment (cession) of all Receivables by way of security
            (pursuant to the Loi Dailly);

      (b)   pledges of financial instruments accounts (nantissements de compte
            d'instruments financiers) and pledges of shares (nantissements de
            parts sociales) over all the shares (less a maximum of 5 shares) of
            the following Companies held by Antargaz and:

            (i)   Wogegal SA;

            (ii)  Gaz Est Distribution SA;

            (iii) Nord GPL SA;

            (iv)  Rhone Mediterranee Gaz SA;

            (v)   Societe Bearnaise des Gaz Liquefies (Sobegal) SA;

            (vi)  Societe Industrielle des Gaz de Petrole de l'Ouest (S.I.G.A.P.
                  Ouest) SARL;

            (vii) Rhone Gaz SA;

            (viii)Geovexin SA;

            (ix)  Geogaz Lavera SA;

            (x)   Compagnie Bordelaise des Gaz Liquides (Cobogal) SA; and

      (c)   first ranking pledge of the Antargaz's business (nantissement de
            fonds de commerce).

                                       96

<PAGE>

                                   SCHEDULE 3
                        DOCUMENTARY CONDITIONS PRECEDENT

1.    FORMALITIES CERTIFICATES

      A certificate in the agreed form from each Obligor signed by its chief
      financial officer (or as the case may be its chief executive officer)
      attaching, in relation to the relevant Obligor, the following documents:

      (a)   a certified copy of the statuts and extrait K-bis of the Obligor
            and, in respect of Antargaz only, of each of the Subsidiaries of
            Antargaz whose shares are pledged pursuant to the Senior Finance
            Documents;

      (b)   a certified copy of the resolution of the board of directors of the
            Obligor (or equivalent) approving the transactions and matters
            contemplated by the Senior Finance Documents to which that Obligor
            is or is to be a party and approving the execution, delivery and
            performance of each and authorising named persons to sign the Senior
            Finance Documents to which it is or is to be a party and any
            documents to be delivered by that Obligor under any of the same; and

      (c)   if required under its constitutional or governing documents, a
            certified copy of a resolution of the shareholders' meeting of the
            Obligor approving the transactions and matters contemplated by the
            Senior Finance Documents to which that Obligor is or is to be a
            party.

2.    SENIOR FINANCE DOCUMENTS

      Certified copies of the following documents in the agreed form duly
      executed and delivered by all parties to them:

      (a)   the Security Documents;

      (b)   the Intercreditor Agreement;

      (c)   the Fees Letter; and

      (d)   the Disclosure Letter;

3.    HIGH YIELD DOCUMENTS

      Certified copies of the following documents in the agreed form duly
      executed and delivered by all parties to them:

      (a)   the High Yield Trust Deed;

      (b)   the High Yield Notes; and

      (c)   evidence (pursuant to the opinion referred to in paragraph 14(d)
            below) that the rights of the holders of the High Yield Notes and of
            the High Yield Trustee are subordinated to the rights of the Senior
            Finance Parties under the Senior Finance Documents.

4.    EQUITY DOCUMENTS

      (a)   Certified copies of the following documents in the agreed form duly
            executed and delivered by all parties to them:

            (i)   the Constitutional Documents;

            (ii)  the Shareholders Agreement.

                                       97

<PAGE>

      (b)   Evidence of the allocation of the shareholding of the Parent on the
            Signing Date.

5.    ACQUISITION DOCUMENTS AND MATERIAL CONTRACTS

      Certified copies of the following documents in the agreed form duly
      executed and delivered by all parties to them:

      (a)   the Sale and Purchase Agreement;

      (b)   the Warranty Agreement; and

      (c)   the Material Contracts.

6.    INTRA-GROUP BOND DOCUMENTS

      Certified copies of the following documents in the agreed form duly
      executed and delivered by all parties to them:

      (a)   the Intra-Group Bonds; and

      (b)   the terms and conditions of the Intra-Group Bonds set out in the
            Parent's Bond resolution having decided on their issue.

7.    INDEBTEDNESS AND SECURITY INTERESTS

      A certificate in the agreed form from the Parent and Antargaz signed by
      the chief executive officer of the Parent and the chief financial officer
      of Antargaz setting out the financial indebtedness of the Group as at the
      Signing Date and all Security Interests granted by the members of the
      Group as at the Signing Date (other than those securing the Existing
      Facilities).

8.    FINANCIAL INFORMATION

      Certified copies in the agreed form of:

      (a)   the Original Audited Accounts;

      (b)   the Original Management Accounts;

      (c)   the Approved Projections;

      (d)   the audited unconsolidated accounts of each Obligor as at 31 March
            2002; and

      (e)   the management unconsolidated accounts of each Obligor as at 31
            March 2003.

9.    ANCILLARY SECURITY NOTICES

      (a)   The originals of the documents set out below to be issued in
            connection with the Security Documents and duly signed on behalf of
            each relevant Obligor:

            (i)   declaration de gage and attestation de gage relating to the
                  special charged account to which the shares of Antargaz are
                  credited;

            (ii)  declaration de gage and attestation de gage relating to the
                  special charged account to which the shares of the
                  Distribution Companies and Storage and Logistics Companies
                  subject to a Security Document are credited;

            (iii) a bordereau Dailly from the Parent relating to the assignment
                  by way of security of the Parent's claims under the Vendors'
                  warranties;

            (iv)  a bordereau Dailly from the Parent relating to the general
                  assignment of Receivables (to the extent required under the
                  relevant master agreement); and

                                       98

<PAGE>

            (v)   a bordereau Dailly from Antargaz relating to the general
                  assignment of Receivables (to the extent required under the
                  relevant master agreement).

      (b)   All third party consents required to be obtained on or prior to the
            first Drawdown Date in any Security Document.

10.   REFINANCING AND RELEASE OF EXISTING SECURITY

      Evidence satisfactory to the Facility Agent that:

      (a)   the Obligors have cancelled all the Existing Facilities effective on
            the first Drawdown Date;

      (b)   the Existing Term Facility will be fully repaid on the first
            Drawdown Date out of the proceeds of the Term Facility, cash of the
            Parent and as the case may be, a first Revolving Advance made on the
            first Drawdown Date;

      (c)   Deutsche Bank AG London as security agent of the Existing Facility,
            acting on behalf of all beneficiaries (including hedging banks) of
            the security interests granted in connection with the Existing
            Facilities:

            (i)   has fully released with effect on the first Drawdown Date all
                  such existing security interests (except for pledges of
                  business (nantissements de fonds de commerce);

            (ii)  has agreed to promptly execute any necessary joint request
                  (requete conjointe) to the president of any relevant
                  Commercial Court and any other documents as may be necessary
                  to obtain the de-registration (radiation) of all pledges of
                  business (nantissements de fonds de commerce) granted in
                  connection with the Existing Facilities.

11.   DISTRIBUTION BY ANTARGAZ

      If a first Revolving Advance is to be made to the Parent on the first
      Drawdown Date pursuant to clause 2.2(b) (Purpose), a certified copy of
      shareholders' resolution of Antargaz deciding a distribution of dividends
      in an amount of not less than the amount of such Revolving Advance and to
      be paid on a date which is not later than three Business Days after the
      first Drawdown Date.

12.   FEES

      Evidence satisfactory to the Facility Agent that, upon drawdown of the
      first Advance, all fees payable in accordance with the Fees Letter will be
      paid and all stamp duty and other fees (whether in relation to filings,
      property transfers, security or otherwise) will be paid.

13.   LETTER

      The original letter referred to in clause 7.8 (Effective global rate)
      substantially in the form set out in schedule 8 and counter-signed on
      behalf of the Parent.

14.   LEGAL OPINIONS

      Each of the following legal opinions in agreed form:

      (a)   a legal opinion of Shearman & Sterling as to matters of French law
            relating to validity and enforceability of the Senior Finance
            Documents; and

                                       99

<PAGE>

      (b)   a legal opinion of Linklaters as to matters of French law relating
            to capacity and authority in relation to the Obligors party to the
            Senior Finance Documents;

      (c)   a legal opinion of Linklaters as to matters of Luxembourg law
            relating to the status, capacity and authorization of Finco in
            respect of its execution of the Intercreditor Agreement;

      (d)   legal opinion of Ashurst Morris Crisp as to matters of English law
            concerning the High Yield Documents.

                                       100
<PAGE>

                                   SCHEDULE 4
                    PART 1 - DRAWDOWN REQUEST - ADVANCES

To:               Credit Lyonnais as Facility Agent

Attention:        [__________]

From:             [BORROWER/PARENT]

Date:             [__________]

Dear Sirs,

RE: FACILITIES AGREEMENT DATED 26 JUNE 2003 (THE "FACILITIES AGREEMENT")

We request a Drawing of the [TERM/ REVOLVING] Facility as follows:

(a)   Amount:                      EUR [__________]

(b)   Currency                     EUR [__________]

(c)   Drawdown Date:               EUR [__________]

(d)   Interest Period:             EUR [__________]

(e)   Payment should be made to:   EUR [__________]

(f)   The Borrower is:             EUR [__________]

We confirm that:

(i)   the representations and warranties made in clause 18 (Representations and
      Warranties) of the Facilities Agreement stipulated as being made or
      repeated on the date of this Drawdown Request are true and accurate as if
      made in relation to the facts and circumstances existing on that date;

(ii)  each Obligor is in full compliance with its undertakings contained in
      clause 19 (Undertakings) of the Facilities Agreement; and

(iii) [no Default has occurred and is continuing or will occur as a result of
      the proposed Advance being made.](1) [None of the events specified in
      clauses 20.3(a) to 20.3(g) has occurred and is continuing.] (2)

Terms defined in the Facilities Agreement have the same meanings when used in
this request.

______________________
[AUTHORISED SIGNATORY]
for and on behalf of
[BORROWER/PARENT]

---------------
(1)   For any other Drawdown Request than the first Drawdown Request.

(2)   For the first Drawdown Request only.

                                       101

<PAGE>

                   PART 2 - DRAWDOWN REQUEST - BANK GUARANTEES

To:               Credit Lyonnais as Facility Agent

Attention:        [__________]

From:             [BORROWER/PARENT]

Date:             [__________]

Dear Sirs,

RE: FACILITIES AGREEMENT DATED 26 JUNE, 2003 (THE "FACILITIES AGREEMENT")

We request a Drawing of the Revolving Facility by way of issue of a Bank
Guarantee as follows:

Amount:                      EUR [__________]

Currency                     EUR [__________]

Drawdown Date:               EUR [__________]

Beneficiary:                 EUR [__________]

Expiry Date:                 EUR [__________]

Obligations to be guaranted: EUR [__________]

The Borrower is:             EUR [__________]

We confirm that:

(i)   the representations and warranties made in clause 18 (Representations and
      Warranties) of the Facilities Agreement stipulated as being made or
      repeated on the date of this Drawdown Request are true and accurate as if
      made in relation to the facts and circumstances existing on that date;

(ii)  each Obligor is in full compliance with its undertakings contained in
      clause 19 (Undertakings) of the Facilities Agreement; and

(iii) no Default has occurred and is continuing or will occur as a result of the
      proposed Advance being made.

We attach the form of the proposed Bank Guarantee.

Terms defined in the Facilities Agreement have the same meanings when used in
this request.

                             ______________________
                             [AUTHORISED SIGNATORY]
                              for and on behalf of
                                [BORROWER/PARENT]

                                       102

<PAGE>

                                   SCHEDULE 5
                            TRANSFER CERTIFICATE (3)

              [(REFERRED TO IN CLAUSE 26.4 (TRANSFERS BY LENDERS)]

To:   Credit Lyonnais as Facility Agent
      for and on behalf of the Obligors and the Finance Parties
      (each as defined in the Facilities Agreement referred to below).

This transfer certificate (this "CERTIFICATE") relates to a facilities agreement
dated 26 June, 2003 between, among others, AGZ Holding (the "PARENT"), Antargaz
S.A., the banks and financial institutions named in that agreement as lenders
and Credit Lyonnais as Facility Agent and Security Agent (as from time to time
amended the "FACILITIES AGREEMENT"). Terms defined in the Facilities Agreement
shall, unless otherwise defined in this Certificate, have the same meanings when
used in this Certificate.

1.    TRANSFEROR CONFIRMATION AND REQUEST

      [NAME OF TRANSFEROR] (the "TRANSFEROR") by its execution of this
      Certificate:

      (a)   requests [NAME OF TRANSFEREE] (the "TRANSFEREE") to accept and
            procure, in accordance with clause 26.4 (Transfers by Lenders), the
            transfer to the Transferee of the portion of the Transferor's
            Commitment and participation in the Facilities (and in the Advances
            made by it) as specified in schedule 1 to this Certificate (the
            "TRANSFER RIGHTS") by counter-signing this Certificate and
            delivering it to the Facility Agent at its address for notices under
            the Facilities Agreement, so as to take effect on the date specified
            in schedule 2 to this Certificate (the "TRANSFER DATE"); and

      (b)   confirms that the details which appear in schedule 1 to this
            Certificate accurately record the amount of the Transferor's
            Commitments and the principal amount of the Transfer Rights at the
            date of this Certificate.

2.    TRANSFEREE REQUEST

      The Transferee, by its execution of this Certificate, requests each
      Obligor and each Finance Party to accept this Certificate as being
      delivered under and for the purposes of clause 26.4 (Transfers by
      Lenders), so as to take effect in accordance with the terms of that clause
      on the Transfer Date.

3.    TRANSFER FEE

      The Transferee shall pay to the Facility Agent for the Facility Agent's
      own account a transfer fee of EUR 1,000 (VAT not included) as specified in
      clause 26.5 (Fee).

----------------
(1)   Each of the Transferor and Transferee should ensure that all regulatory
      requirements are satisfied in connection with its entry into of any
      Transfer Certificate.

                                       103

<PAGE>

4.    TRANSFEREE REPRESENTATIONS

      The Transferee:

      (a)   confirms that it has received from the Transferor a copy of the
            Facilities Agreement, together with all other documents and
            information which it has requested in connection with the Facilities
            Agreement;

      (b)   confirms that it has not relied, and will not after the date of this
            Certificate rely, on the Transferor or any other Finance Party to
            check or enquire on its behalf into the legality, validity,
            effectiveness, adequacy, accuracy or completeness of any of those
            documents or that information;

      (c)   agrees that it has not relied, and will not after the date of this
            Certificate rely, on the Transferor or any other Finance Party to
            assess or keep under review on its behalf the financial condition,
            creditworthiness, condition, affairs, status or nature of the Parent
            or any other party to the Facilities Agreement;

      (d)   represents and warrants to the Transferor and each other Finance
            Party that it has the power to become a party to the Facilities
            Agreement as a Lender on the terms set out in the Facilities
            Agreement and this Certificate and has taken all necessary steps to
            authorise execution and delivery of this Certificate;

      (e)   acknowledges the limitations on the Transferor's obligations set out
            in clause 26.6 (No continuing liability); and

      (f)   agrees that if any Transfer Rights are rescheduled or renegotiated,
            the Transferee and not the Transferor will be subject to the
            rescheduled or renegotiated terms.

5.    TRANSFEREE COVENANTS

      The Transferee undertakes with the Transferor and each other party to the
      Facilities Agreement that it will perform in accordance with its terms all
      those obligations which, by the terms of the Facilities Agreement, will be
      assumed by it following delivery of this Certificate to the Facility
      Agent.

6.    EXCLUSION OF TRANSFEROR'S LIABILITIES

      Neither the Transferor nor any other Finance Party makes any
      representation or warranty nor assumes any responsibility in relation to
      the legality, validity, effectiveness, adequacy or enforceability of the
      Senior Finance Documents and assumes no responsibility for the financial
      condition of the Parent or any other party to the Senior Finance Documents
      or for the performance and observance by the Parent or any other Obligor
      of any of its obligations under the Senior Finance Documents and all of
      those conditions and warranties, whether express or implied by law or
      otherwise, are hereby excluded.

7.    SUBSTITUTION AND ASSUMPTION

      On execution of this Certificate by the Facility Agent (on behalf of the
      Transferor and the Transferee), the Transferee will become a party to the
      Facilities Agreement on and with effect from the Transfer Date in
      substitution for the Transferor in relation to those rights and
      obligations which, by the terms of the Facilities Agreement and this
      Certificate, are assumed by the Transferee. A copy of this Certificate
      shall be notified (at the initiative and cost of the Transferee) to each
      Obligor through a French huissier and the Transferee shall benefit from
      all of the Transferor's rights under the Security Documents with respect
      to the Transfer Rights.

                                       104

<PAGE>

      For the purposes of article 1278 of the French Civil Code, the guarantees
      and Security Interests created under any of Senior Finance Documents shall
      be preserved for the benefit of all Finance Parties including the
      Transferee.

8.    REVOLVING COMMITMENTS

      To the extent that this Certificate operates to novate Revolving
      Commitments, each Issuing Lender has consented to that novation in
      accordance with clause 26.2 (Assignments and transfers by Lenders).

9.    LAW

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

IN WITNESS of which the parties to this Certificate have duly executed this
Certificate on the date which appears at the end of this Certificate.

                                       105

<PAGE>

                       SCHEDULE 1 TO TRANSFER CERTIFICATE

<TABLE>
<S>                                                                                            <C>
Transferor's existing Term Commitment:                                                         EUR [___]

Transferor's existing Revolving Commitment:                                                    EUR [___]

Portion of Transferor's existing [Term Commitment Term Advance] to be transferred:             EUR [___]

Portion of Transferor's existing Revolving Commitment to be transferred:                       EUR [___]

Portion of Transferor's existing Contingent Liability under any relevant Bank Guarantee        EUR [___]
to be transferred

[Participation in Revolving Advance(s) to be transferred (4):

Revolving Advance 1:        Participation: EUR [___] Interest Period: [__] months, Maturity Date: 200[_]

Revolving Advance 2:        Participation: EUR [___] Interest Period: [__] months, Maturity Date: 200[_]

[Revolving Advance [__]:]   Participation: EUR [___] Interest Period: [__] months, Maturity Date: 200[_]
</TABLE>

---------------
(4)   Only relevant if Transfer Date is during an Interest Period.

                                       106

<PAGE>

                       SCHEDULE 2 TO TRANSFER CERTIFICATE
                     PARTICULARS RELATING TO THE TRANSFEREE

Transfer Date:
Lending Office:
Contact Name:
Account for Payments:
Address for Notices:
Telephone:
Facsimile:

                       SIGNATORIES TO TRANSFER CERTIFICATE

[Transferor]                                [Transferee]
By:_______________                          By:_______________
Date: [__________]                          Date: [__________]

[Facility Agent]
By:_______________
Date: [__________]

                                       107

<PAGE>

                                   SCHEDULE 6
                               ACCESSION DOCUMENT

THIS AGREEMENT is made on [__________]

BETWEEN:

(1)   [__________] (a company incorporated in [__________] [with registered
      number [__________]]) (the "NEW OBLIGOR");

(2)   AGZ HOLDING (a company incorporated in France as a societe anonyme with
      registered number 413 765 108 RCS Paris) (the "PARENT") for itself and as
      agent for the existing Obligors;

(3)   Credit Lyonnais in its capacity as Facility Agent under the Facilities
      Agreement; and

(4)   Credit Lyonnais in its capacity as Security Agent under the Facilities
      Agreement.

BACKGROUND:

(A)   This agreement is entered into in connection with facilities agreement
      (the "FACILITIES AGREEMENT") dated 26 June, 2003 between, amongst others,
      (1) the Parent, (2) Antargaz, (3) Credit Lyonnais as Arranger, (4) the
      banks and financial institutions named in the Facilities Agreement as
      Lenders, (5) Credit Lyonnais as Facility Agent and Security Agent.

(B)   This agreement has been entered into to record the admission of the New
      Obligor as a [Borrower/ Guarantor] under the Facilities Agreement and as
      an Obligor under the Intercreditor Agreement.

IT IS AGREED AS FOLLOWS:

1.    DEFINITIONS

      Words and expressions defined in the Facilities Agreement have the same
      meanings when used in this agreement.

2.    ADMISSION OF NEW OBLIGOR

2.1   THE NEW OBLIGOR AGREES TO BECOME:

      (a)   a [Borrower/ Guarantor] under the Facilities Agreement and agrees to
            be bound by the terms of the Credit Agreement as a [Borrower/
            Guarantor]; and

      (b)   an Obligor under the Intercreditor Agreement and agrees to be bound
            by the terms of the Intercreditor Agreement as an Obligor.

2.2   The New Obligor confirms the appointment of the Parent as its agent on the
      terms of clause 2.3 (Parent as Obligors' agent) of the Facilities
      Agreement.

2.3   The New Obligor confirms that its address details for notices in relation
      to clause 24 (Notices) are as follows:

      Address:            [__________]
      Facsimile:          [__________]
      Attention of:       [__________]

                                       108

<PAGE>

2.4   The parties to this agreement other than the New Obligor confirm their
      acceptance of the New Obligor as a [Borrower/ Guarantor] for the purpose
      of the Facilities Agreement and as an Obligor for the purpose of the
      Intercreditor Agreement.

3.    REPRESENTATIONS

      The New Obligor represents and warrants in the terms set out in 18.2
      (Incorporation) to 18.5 (No contravention) inclusive and in 18.7
      (Consents) and acknowledges that the Facility Agent and the Security Agent
      enter into this Accession Document in full reliance on those
      representations and warranties.

4.    LAW AND JURISDICTION

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

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

4.3   For the benefit of each Finance Party, the New Obligor irrevocably elects
      domicile with the Parent for the purposes of the Senior Finance Documents.

                                       109
<PAGE>

                        SIGNATORIES TO ACCESSION DOCUMENT

THE NEW OBLIGOR
[Name]

BY: ___________________

THE PARENT
AGZ HOLDING

BY: ___________________

for itself and as agent
for and on behalf of
the existing Obligors

THE FACILITY AGENT
[Name]

BY: ___________________

for itself and as Facility Agent
on behalf of the Lenders

THE SECURITY AGENT
[Name]

BY: ___________________

for itself and as Security Agent
on behalf of the Lenders

                                       110

<PAGE>

                                   SCHEDULE 7
                              AUDITORS CERTIFICATE

                         [HEADED NOTEPAPER OF AUDITORS]

To:   Credit Lyonnais as Facility Agent

      For and on behalf of the Finance Parties (each as defined in the
      Facilities Agreement referred to below)

      Dear Sirs,

      This certificate (this "CERTIFICATE") relates to a facilities agreement
      dated 26 June, 2003 between, AGZ Holding (the "OBLIGORS"), the banks and
      financial institutions named in that agreement as lenders and Credit
      Lyonnais as Facility Agent and Security Agent (as from time to time
      amended, the "FACILITIES AGREEMENT"). Terms defined in the Facilities
      Agreement shall, unless otherwise defined in this Certificate, have the
      same meanings when used in this Certificate.

      In accordance with clause 19.10(d)(ii) of the Credit Agreement, we hereby
      confirm that as at the date on which the Annual Accounts for the year
      ended [__________] were prepared, the Parent was in compliance with the
      financial covenants contained in clause 19.11 (Financial Covenants) of the
      Credit Agreement.

      (1)   LEVERAGE:

            We confirm that:

            (i)   as at [__________], Total Net Debt was [__________]; and

            (ii)  for the year ended [__________], EBITDA was [__________].

            Therefore, as at [__________], the ratio of Total Net Debt to EBITDA
            was [__________].

      (2)   NET INTEREST COVER:

            We confirm that:

            (i)   for the year ended [__________], EBITDA was [__________]; and

            (ii)  for the year ended [__________], Net Interest was [_________].

            Therefore, as at [__________], the ratio of EBITDA to Net Interest
            was [__________].

-----------------------
[Auditors]

                                       111

<PAGE>

                                   SCHEDULE 8
                      FORM OF EFFECTIVE GLOBAL RATE LETTER

                     [HEADED NOTE PAPER OF CREDIT LYONNAIS]

26 June, 2003

AGZ Holding
[INSERT ADDRESS]

Dear Sirs,

SENIOR FACILITIES AGREEMENT DATED 26 JUNE, 2003 BETWEEN AMONG OTHERS AGZ HOLDING
AS PARENT, CREDIT LYONNAIS AS ARRANGER, UNDERWRITER, FACILITY AGENT AND SECURITY
AGENT AND THE LENDERS NAMED THEREIN PURSUANT TO WHICH THE LENDERS AGREED TO MAKE
AVAILABLE TO THE BORROWERS EUR 270,000,000 IN TERM AND WORKING CAPITAL CREDIT
FACILITIES (THE "FACILITIES") TO THE BORROWERS (THE "FACILITIES AGREEMENT").

Unless otherwise defined in this letter, words and expressions defined in the
Facilities Agreement have the same meanings when used in this letter.

Pursuant to the terms of clause 7.8 (Effective global rate) of the Facilities
Agreement, it was agreed that the effective global rate (taux effectif global)
of the Facilities would be notified to the Parent by delivery of a separate
letter from the Facility Agent (acting for itself and on behalf of the other
Lenders) on or before the date of the Facilities Agreement.

This letter constitutes the separate letter referred to at clause 7.8 of the
Facilities Agreement and constitutes an integral part of the Facilities
Agreement.

We wish to draw your attention to the fact that, taking into account the nature
of the provisions of the Facilities Agreement, and in particular the variability
of the interest rate and the ability that you have to choose the length of
Interest Periods, it is not possible to determine the exact effective global
rate of the Facilities and we are asking you to acknowledge this fact by signing
this letter.

However, for the purposes of articles L.313-1 to L.313-6 of the French Consumer
Code (Code de la Consommation), we have calculated, by way of example, the
effective global rate applicable to the Facilities on the basis of: (i) the
making available of the entirety of the Facilities on the date of the Facilities
Agreement and (ii) the following factors as at 26 June 2003:

      -     3 months EURIBOR is [__] per cent. per annum; and

      -     the arrangement fee and commitment fee provided for in the Facility
            Agreement and the estimated legal fees which relate to the
            transaction amount to the sums set out in a separate letter which
            was addressed to you today.

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<PAGE>

In application of the foregoing:

(i)   the effective global rate for the Term Facility is [__] per cent. per
      annum, the rate for this period being [__] per cent. and the period being
      of 1 month duration;

(ii)  the effective global rate for the revolving facility is [__] per cent. per
      annum, the rate for this period being [__] per cent. and the period being
      of 1 month duration.

Please acknowledge receipt of this letter by counter-signing it where indicated
below.

Yours faithfully,

The Facility Agent

CREDIT LYONNAIS
(acting for itself and on behalf of the other Lenders)

________________________________

Name:

The Parent

AGZ HOLDING

________________________________

Name:

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<PAGE>

                                   SCHEDULE 9
                         PART 1 - DISTRIBUTION COMPANIES

<TABLE>
<CAPTION>
                     NAME                                     TYPE OF COMPANY           NUMBER
<S>                                                           <C>                     <C>
Wogegal ("WOGEGAL")                                           Societe anonyme         310 095 658
Gaz Est Distribution ("GAZ EST DISTRIBUTION")                 Societe anonyme         421 283 615
Nord GPL ("NORD GPL")                                         Societe anonyme         422 265 504
Aquitaine-Pyrenees Gaz ("MIDI-PYRENEES                        Societe anonyme         410 968 770
GAZ")

Rhone Mediterranee Gaz - RMG ("RMG")                          Societe anonyme         382 151 272
</TABLE>

                                       114

<PAGE>

                    PART 2 - STORAGE AND LOGISTICS COMPANIES

<TABLE>
<CAPTION>
                     NAME                                     TYPE OF COMPANY                  NUMBER
<S>                                                   <C>                                    <C>
Geovexin ("GEOVEXIN")                                          Societe anonyme               304 350 887
Societe Bearnaise des Gaz Liquefies ("SOBEGAL")                Societe anonyme               095 880 894
Geogaz Lavera ("GEOGAZ")                                       Societe anonyme               703 002 535
Floregaz ("FLOREGAZ")                                 Groupement d' interets economiques     421 385 881
Societe des Gaz Liquefies de                          Groupement d' interets economiques     777 344 623
Normandie("NORGAL")
Societe en participation de Queven ("SP                      Societe en participation            Not
QUEVEN")                                                                                     applicable
Compagnie Bordelaise des Gaz Liquides                          Societe anonyme               456 201 011
("COBOGAL")
Rhone Gaz ("RHONE GAZ")                                        Societe anonyme               969 507 235
Societe Industrielle des Gaz de Petrole de l'Ouest      Societe a responsabilite limitee     026 180 216
("SIGAP OUEST")
 Societe en participation Bus Paris ("SEP BUS               Societe en participation            Not
PARIS")                                                                                      applicable
</TABLE>

                                       115

<PAGE>

                                   SCHEDULE 10
                           PART 1 - SUPPLY AGREEMENTS

(a)   The supply agreement dated on or before the date of completion of the
      Acquisition, as amended from time to time, between Elf Antar France and
      the Parent for the supply by Elf Antar France to the Parent of butane and
      propane (the "PRINCIPAL SUPPLY AGREEMENT"), together with each document
      that is governed by, or entered into pursuant to that supply agreement
      (including the statuts of, and the internal rules governing, the
      Groupement Donges).

(b)   The supply agreement dated 2 April 2001, between the Parent and Antargaz,
      as amended from time to time, for the supply by the Parent to Antargaz of
      butane and propane.

(c)   The letter dated on or before the date of completion of the Acquisition
      from the Parent to Elf Antar France in the agreed form relating to certain
      circumstances in which the Parent may transfer the benefit of the
      Principal Supply Agreement to Antargaz.

                                       116

<PAGE>

                        PART 2 - OTHER MATERIAL CONTRACTS

1.    NORGAL STORAGE AGREEMENTS

      The agreements relating to the storage and ancillary services provided by
      Norgal,, each as amended from time to time, including:

      (a)   the contract governing the Groupement d' Interets Economiques Norgal
            and the allocation of payments to and charges to the parties to the
            Groupement d' Interets Economiques Norgal; and

      (b)   the technical assistance agreement between Norgal and certain of its
            members, made between Norgal and Total Gaz dated 19 June 2000.

2.    GEOGAZ STORAGE AGREEMENTS

      The agreements relating to the storage and ancillary services provided by
      Geogaz, each as amended from time to time, including:

      (a)   the agreement governing the invoicing by Geogaz to its shareholders
            of payments calculated on the basis of the volume made available to
            each of them and on their traffic accounted for according to the
            different means of loading and unloading by applying fixed tariffs
            decided upon by the Conseil d' Administration of Geogaz; and

      (b)   the business and technical assistance agreement made between Geogaz
            and Geostock dated 28 May 1996.

3.    GEOVEXIN STORAGE AGREEMENTS

      The agreements relating to the storage and ancillary services provided by
      Geovexin, each as amended from time to time, including:

      (a)   the agreement governing the allocation of payments by Geovexin to
            shareholders on the basis of the volume made available to them and
            the amount of their traffic;

      (b)   the agreement on tariffs for charging made in accordance with the
            Geovexin shareholders agreement dated 8 August 1997;

      (c)   the business and technical assistance agreement made between
            Geovexin and Geostock dated 27 March 1997;

      (d)   the business and services agreement made between Geovexin and Elf
            Antar France (formerly Elf France) dated 29 June 1977;

      (e)   the framework agreement on the construction of new service
            installations or the improvement of existing services installations
            which Elf makes available exclusively to Geovexin, made between
            Geovexin, Elf Antar France and Geostock dated 28 March 1993; and

      (f)   the agreement between Geovexin and Elf Antar France (formerly Elf
            France) dated 26 April 1988 in relation to the lease to Geovexin of
            a propane pipeline.

                                       117

<PAGE>

4.    OTHER

      (a)   Contract for supply management and provision of storage at the
            Centre d' Herrlisheim made between Rhone Gaz and Antargaz dated 15
            December 1997, as amended from time to time.

      (b)   Contract for supply management and provision of storage at the
            Centre de Feyzin made between Rhone Gaz and Antargaz dated 15
            December 1997, as amended from time to time.

      (c)   Contract for supply management and provision of storage at the
            Centre de Fos sur Mer made between Rhone Gaz and Antargaz dated 15
            December 1997, as amended from time to time.

                                       118

<PAGE>

                                   SCHEDULE 11
                             MANDATORY COST FORMULAE

1.    The Mandatory Cost is an addition to the interest rate to compensate
      Lenders for the cost of compliance with (a) the requirements of the Bank
      of England and/or the Financial Services Authority (or, in either case,
      any other authority which replaces all or any of its functions) or (b) the
      requirements of the European Central Bank.

2.    On the first day of each Interest Period (or as soon as possible
      thereafter) the Facility Agent shall calculate, as a percentage rate, a
      rate (the "ADDITIONAL COST RATE") for each Lender, in accordance with the
      paragraphs set out below. The Mandatory Cost will be calculated by the
      Facility Agent as a weighted average of the Lenders' Additional Cost Rates
      (weighted in proportion to the percentage participation of each Lender in
      the relevant Advance) and will be expressed as a percentage rate per
      annum.

3.    The Additional Cost Rate for any Lender lending from a Lending Office in a
      Participating Member State will be the percentage notified by that Lender
      to the Facility Agent. This percentage will be certified by that Lender in
      its notice to the Facility Agent to be its reasonable determination of the
      cost (expressed as a percentage of that Lender's participation in all
      Advances made from that Lending Office) of complying with the minimum
      reserve requirements of the European Central Bank in respect of loans made
      from that Lending Office.

4.    The Additional Cost Rate for any Lender lending from a Lending Office in
      the United Kingdom will be calculated by the Facility Agent as follows:

      E x 0.01
      -------- per cent. per annum.
        300

      Where:

      E     is designed to compensate Lenders for amounts payable under the Fees
            Rules and is calculated by the Facility Agent as being the average
            of the most recent rates of charge supplied by the Reference Banks
            to the Facility Agent pursuant to paragraph 6 below and expressed in
            pounds per GBP 1,000,000.

5.    For the purposes of this Schedule:

      (a)   "FEES RULES" means the rules on periodic fees contained in the FSA
            Supervision Manual or such other law or regulation as may be in
            force from time to time in respect of the payment of fees for the
            acceptance of deposits;

      (b)   "FEE TARIFFS" means the fee tariffs specified in the Fees Rules
            under the activity group A.1 Deposit acceptors (ignoring any minimum
            fee or zero rated fee required pursuant to the Fees Rules but taking
            into account any applicable discount rate); and

      (c)   "TARIFF BASE" has the meaning given to it in, and will be calculated
            in accordance with, the Fees Rules.

6.    If requested by the Facility Agent, each Reference Bank shall, as soon as
      practicable after publication by the Financial Services Authority, supply
      to the Facility Agent, the rate of charge payable by that Reference Bank
      to the Financial Services Authority pursuant to the Fees Rules in respect
      of the relevant financial year of the Financial Services Authority
      (calculated for this purpose by that Reference Bank as being the average
      of the Fee Tariffs applicable to that Reference Bank for that financial
      year) and expressed in pounds per GBP 1,000,000 of the Tariff Base of that
      Reference Bank.

                                       119

<PAGE>

7.    Each Lender shall supply any information required by the Facility Agent
      for the purpose of calculating its Additional Cost Rate. In particular,
      but without limitation, each Lender shall supply the following information
      on or prior to the date on which it becomes a Lender:

      (a)   the jurisdiction of its Lending Office; and

      (b)   any other information that the Facility Agent may reasonably require
            for such purpose.

      Each Lender shall promptly notify the Facility Agent of any change to the
      information provided by it pursuant to this paragraph.

8.    The rates of charge of each Reference Bank for the purpose of E above
      shall be determined by the Facility Agent based upon the information
      supplied to it pursuant to paragraphs 6 above.

9.    The Facility Agent shall have no liability to any person if such
      determination results in an Additional Cost Rate which over or under
      compensates any Lender and shall be entitled to assume that the
      information provided by any Lender or Reference Bank pursuant to
      paragraphs 3, 6 and 7 above is true and correct in all respects.

10.   The Facility Agent shall distribute the additional amounts received as a
      result of the Mandatory Cost to the Lenders on the basis of the Additional
      Cost Rate for each Lender based on the information provided by each Lender
      and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11.   Any determination by the Facility Agent pursuant to this Schedule in
      relation to a formula, the Mandatory Cost, an Additional Cost Rate or any
      amount payable to a Lender shall, in the absence of manifest error, be
      conclusive and binding on all parties.

12.   The Facility Agent may from time to time, after consultation with the
      Parent and the Lenders, determine and notify to all parties any amendments
      which are required to be made to this Schedule in order to comply with any
      change in law, regulation or any requirements from time to time imposed by
      the Bank of England, the Financial Services Authority or the European
      Central Bank (or, in any case, any other authority which replaces all or
      any of its functions) and any such determination shall, in the absence of
      manifest error, be conclusive and binding on all parties.

                                       120

<PAGE>

                     SIGNATORIES TO THE FACILITIES AGREEMENT

PARENT
AGZ HOLDING

By: ________________________

NOTICE DETAILS

Address:    43 avenue de l'Opera
            75002 Paris
            France
Facsimile:  33 1 55 77 91 28
Attention:  Finance Director

ANTARGAZ

By: ________________________

NOTICE DETAILS

Address:    Immeuble Les Renardieres
            3, place de Saverne
            92400 Courbevoie
Facsimile:  33 1 41 88 73 13
Attention:  Finance Director

ARRANGER, LENDER, FACILITY AGENT AND SECURITY AGENT
CREDIT LYONNAIS

By: ________________________

NOTICE DETAILS

Address:   Investment / Banking / DPID / Leveraged Finance
           81/83, rue de Richelieu,
           75002 Paris
           France
Facsimile: +33 1 42 95 14 72 / 88 21
Attention: Jerome Del Ben
           Brigitte Chalaud

                                       121