<PAGE>

                                                                    EXHIBIT 10.4

                             Dated as of 7 July 2003

                                   AGZ HOLDING
                                    as Parent

                                    ANTARGAZ

                                   AGZ FINANCE
                              as High Yield Issuer

                            THE ENTITIES NAMED HEREIN
                                as Senior Lenders

                            THE ENTITIES NAMED HEREIN
                                  as Investors

                                 CREDIT LYONNAIS
                                as Facility Agent

                                 CREDIT LYONNAIS
                                as Security Agent

                       CERTAIN OTHER PARTIES NAMED HEREIN

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

                             INTERCREDITOR AGREEMENT

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

                             Shearman & Sterling LLP
                                      Paris

                                     [MAP]

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                               PAGE
<S>                                                                                  <C>
 1.  INTERPRETATION.............................................................        1
 2.  RANKING OF DEBT............................................................        8
 3.  HEDGING LIABILITIES........................................................        8
 4.  INVESTOR DEBT..............................................................        9
 5.  INTRA-GROUP DEBT AND VALUE TRANSFERS.......................................       10
 6.  TURNOVER...................................................................       13
 7.  PRIORITY OF SECURITY.......................................................       14
 8.  ENFORCEMENT OF SECURITY....................................................       14
 9.  APPLICATION OF RECOVERIES..................................................       15
10.  STATUS OF OBLIGORS.........................................................       17
11.  CONSENTS AND WAIVERS UNDER SENIOR FINANCE DOCUMENTS........................       17
12.  REPRESENTATIONS AND WARRANTIES.............................................       17
13.  INFORMATION AND CO-OPERATION...............................................       17
14.  HEDGING LENDERS............................................................       18
15.  LOSS SHARING...............................................................       19
16.  APPOINTMENT AND DUTIES OF SECURITY AGENT...................................       21
17.  COSTS AND EXPENSES.........................................................       26
18.  NOTICES....................................................................       26
19.  CHANGES TO PARTIES.........................................................       27
20.  MISCELLANEOUS..............................................................       28
21.  GOVERNING LAW AND SUBMISSION TO JURISDICTION...............................       29
SCHEDULE 1......................................................................       30
The Investors...................................................................       30
SCHEDULE 2......................................................................       31
Creditor Accession Agreement....................................................       31
SCHEDULE 3......................................................................       34
Obligor Accession Agreement.....................................................       34
</TABLE>

<PAGE>

THIS AGREEMENT is made on 7 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)   AGZ FINANCE (a company incorporated under the laws of the Grand Duchy of
      Luxembourg as a societe anonyme with registered number RC Luxembourg B
      87.750) (the "HIGH YIELD ISSUER");

(4)   THE SENIOR LENDERS (as defined below);

(5)   THE INVESTORS (as defined below);

(6)   CREDIT LYONNAIS as facility agent for the Senior Lenders under the Senior
      Finance Documents (the "FACILITY AGENT"); and

(7)   CREDIT LYONNAIS as security agent for the Finance Parties under the
      Security Documents (the "SECURITY AGENT").

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   DEFINITIONS

      In this agreement:

      "BENEFICIARY" means a Finance Party in its capacity as a beneficiary of
      security held on its behalf by the Security Agent;

      "BORROWERS" means the Parent, Antargaz and each other Group Company which
      becomes a borrower under any Senior Finance Document;

      "CLAWBACK" means any payment or repayment by any of the Senior Lenders,
      the Hedging Lenders, the Investors or the Intra-Group Creditors (as the
      case may be) of moneys received (whether or not in breach of any provision
      of any of the Senior Finance Documents) in or towards the payment and
      discharge of any of the Senior Debt, the Investor Debt or the Intra-Group
      Debt (as the case may be) required by any agreement, law or regulation;

      "CONSTITUTIONAL DOCUMENTS" means the constitutional documents of the
      Parent in the agreed form;

      "CREDITOR ACCESSION AGREEMENT" means a properly authorised and executed
      agreement substantially in the form set out in schedule 2;

      "CREDITORS" means each Finance Party and each Investor;

                                      - 1 -

<PAGE>

      "DEBT" means the Senior Debt, the Investor Debt and:

      (a)   when used in clause 2 (Ranking of Debt), the High Yield Intra-Group
            Debt; and

      (b)   when used in any other provision of this agreement, the Intra-Group
            Debt;

      "DEFAULT" has the meaning given to it in the Senior Facility Agreement;

      "DEFAULT RATE" means the rate at which default interest is payable under
      clause 7.4 (Default interest) of the Senior Facility Agreement;

      "DESIGNATED PAYEE" means the Security Agent;

      "EARLY TERMINATION DATE" means an Early Termination Date (as defined in a
      Hedging Document) resulting from an Event of Default (as defined in the
      relevant Hedging Document);

      "ENFORCEMENT ACTION" means:

      (a)   in relation to any Debt (other than the Hedging Debt) any action
            whatsoever to:

            (i)   declare prematurely due and payable or otherwise seek to
                  accelerate payment of or place on demand all or any part of
                  the Debt;

            (ii)  recover all or any part of the Debt (including by exercising
                  any right of set-off or combination of accounts);

            (iii) exercise or enforce any security right against sureties or any
                  other rights under any other document or agreement in relation
                  to (or given in support of) all or any part of the Debt
                  (including under the Security Documents);

            (iv)  petition for (or take any other steps which may lead to) an
                  Insolvency Event in relation to any Group Company; or

            (v)   commence legal proceedings against any Group Company; and

      (b)   in relation to the Hedging Debt:

            (i)   any action to declare an Early Termination Date under any
                  Hedging Agreement or demand payment of any amount which would
                  become payable following an Early Termination Date; or

            (ii)  the occurrence of an Early Termination Date as a result of
                  Automatic Early Termination for which an Obligor is the
                  Defaulting Party (and for this purpose "EARLY TERMINATION
                  DATE", "AUTOMATIC EARLY TERMINATION" and "DEFAULTING PARTY"
                  shall have the meanings given to them in the ISDA Master
                  Agreement);

      "ENFORCEMENT DATE" means the date on which a Finance Party first takes
      Enforcement Action in accordance with this agreement;

      "FINANCE PARTIES" has the meaning given to it in the Senior Facility
      Agreement;

      "GUARANTORS" means the Parent, Antargaz and each other Group Company which
      becomes a guarantor under any Senior Finance Document;

                                      - 2 -

<PAGE>

      "HEDGING AGREEMENTS" has the meaning given to it in the Senior Facility
      Agreement;

      "HEDGING DEBT" means all liabilities due to any Hedging Lender under any
      Hedging Agreement;

      "HEDGING LOSS" means the loss suffered by a Hedging Lender as a result of
      any relevant Hedging Agreement being terminated in accordance with clause
      3.3(b) (Permitted Hedging Enforcement Action) such loss being calculated
      in accordance with the Market Quotation and Second Method as contemplated
      by the ISDA Master Agreement as at the Enforcement Date;

      "HEDGING RECOVERIES" means the aggregate of all moneys received or
      recovered (whether by set-off, combination, netting of payments or
      otherwise) from time to time by any of the Hedging Lenders on or after the
      Enforcement Date from any Group Company or other person under or in
      connection with any of the Hedging Agreements;

      "HIGH YIELD DEBT" means all money and liabilities now or in the future
      due, owing or incurred by any Obligor under any High Yield Documents in
      any currency, whether actual or contingent, whether incurred solely or
      jointly with any other person and whether as principal or surety, together
      with all accruing interest and all related losses and charges incurred
      under any agreement evidencing High Yield Debt;

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

      "HIGH YIELD INTRA-GROUP BONDS" means the subordinated bonds issued by the
      Parent to the High Yield Issuer in an aggregate principal amount equal to
      the aggregate principal amount of the High Yield Notes;

      "HIGH YIELD INTRA-GROUP DEBT" means all money and liabilities now or in
      the future due, owing or incurred by the Parent under the High Yield
      Intra-Group Bond Documents in any currency, whether actual or contingent,
      whether incurred solely or jointly with any other person and whether as
      principal or as surety, together with all accruing interest and all
      related losses and charges incurred under any agreement evidencing High
      Yield Intra-Group Debt;

      "HIGH YIELD MATURITY DATE" means 19 July 2011;

      "HIGH YIELD NOTES" means the high yield notes issued by the High Yield
      Issuer on 23 July 2002 in an aggregate principal amount of E 165,000,000;

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

      "INSOLVENCY EVENT" means any of the events described in clauses 20.1(e)
      (Insolvency) to (k) (Similar Events Elsewhere) (inclusive) of the Senior
      Facility Agreement;

                                      - 3 -

<PAGE>

      "INTRA-GROUP CREDITORS" means any Group Companies which are creditors in
      relation to any Intra-Group Debt (including without limitation the High
      Yield Issuer);

      "INTRA-GROUP DEBT" means any money or liabilities now or in the future due
      or owing to or incurred from a Group Company by the Parent (including
      without limitation the High Yield Intra-Group Debt) in any currency,
      whether actual or contingent, whether incurred solely or jointly with any
      other person and whether as principal or surety, together with all
      accruing interest and all related costs, charges and expenses and any
      Reports Loan (including any reinstatement of such liabilities resulting
      from the operation of a Clawback);

      "INTRA-GROUP RECOVERIES" means the aggregate of all assets received or
      recovered and all monies received or recovered (whether by set-off,
      combination, netting of payments or otherwise) from time to time by any
      Intra-Group Creditor in connection with any Intra-Group Debt from any
      Group Company or other person;

      "INVESTOR DEBT" means all money and liabilities now or in the future due,
      owing or incurred to any Investor by any Group Company under any Investor
      Document in any currency, whether actual or contingent, whether incurred
      solely or jointly with any other person and whether as principal or
      surety, together with all accruing interest and all related costs, charges
      and expenses;

      "INVESTOR DOCUMENTS" means the Shareholders Agreement, the Constitutional
      Documents and any other document or agreement (including constitutional
      documents and minutes of meetings of shareholders of any member of the
      Group) providing for the payment of any amount by any member of the Group
      to an Investor in its capacity as such;

      "INVESTOR RECOVERIES" means the aggregate of all distributions (whether in
      cash or in kind) and all monies received or recovered (whether by set-off,
      combination, netting of payments or otherwise) from time to time by any
      Investor under or in connection with any of the Investor Documents and the
      Investor Debt from any Group Company;

      "INVESTORS" means P.A.I., U.G.I. and Medit and any assignee or transferee
      of any of their respective interests under or in respect of the Investor
      Documents;

      "ISDA MASTER AGREEMENT" means the 1992 or the 2002 Multicurrency - Cross
      Border Master Agreement published by the International Swaps and
      Derivatives Association;

      "MAJORITY SENIOR CREDITORS" means, at any time, Finance Parties whose
      Senior Credit Participations at that time aggregate more than 66.66 per
      cent of the total Senior Credit Participations at that time;

      "MAJORITY SENIOR LENDERS" means the Majority Lenders under and as defined
      in the Senior Facility Agreement;

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

      "OBLIGOR ACCESSION AGREEMENT" means an agreement substantially in the form
      set out in schedule 3 under which a Group Company becomes a party to this
      agreement;

      "OBLIGORS" means the Parent, each Borrower, each Guarantor, the High Yield
      Issuer and each other Group Company which has any obligation to any
      Finance Party under any Senior Finance Document;

                                      - 4 -

<PAGE>

      "OUTSTANDINGS" means, in relation to a Senior Lender at any time, the
      aggregate of that Senior Lender's participation in all Drawings
      outstanding at that time (including interest on those Drawings and all
      Contingent Liabilities and amounts due and payable (but unpaid) by the
      Parent under the Hedging Agreements);

      "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 other fund or entity which is established and
      managed or advised by P.A.I. Partners;

      "PERMITTED HEDGING PAYMENTS" means payments permitted under clause 3.1(a)
      (Prohibited Hedging Payments, Guarantees and Security);

      "PERMITTED INTRA-GROUP ENFORCEMENT ACTION" means Enforcement Action
      permitted under clause 5.5 (Permitted Intra-Group Enforcement Action);

      "PERMITTED INTRA-GROUP PAYMENTS" means payments permitted under clause 5.2
      (Permitted Intra-Group Payments) or clause 5.6 (Value Transfers) (but
      excluding for the avoidance of doubt any such payment received pursuant to
      any Enforcement Action);

      "PERMITTED INVESTOR PAYMENTS" means payments permitted under clause 4.2
      (Permitted Investor Payments);

      "RECOVERIES" means the aggregate of:

      (a)   the Senior Recoveries;

      (b)   the Hedging Recoveries;

      (c)   the Reports Recoveries;

      (d)   the Investor Recoveries;

      (e)   the Intra-Group Recoveries; and

      (f)   payments to the Designated Payee under clause 6 (Turnover) and all
            moneys received or recovered under any of the Security Documents
            (whether as a result of any enforcement of security or other action
            under such documents);

      "REPORTS LOAN" has the meaning given to it in clause 9.2 (Application of
      Reports Recoveries);

      "REPORTS RECOVERIES" has the meaning given to it in clause 9.2
      (Application of Reports Recoveries);

      "SECURITY DOCUMENTS" has the meaning given to it in the Senior Facility
      Agreement;

      "SECURITY INTEREST" has the meaning given to it in the Senior Facility
      Agreement;

      "SENIOR ACCELERATION NOTICE" means a demand by the Facility Agent under
      clause 20.2 (Cancellation and repayment) of the Senior Facility Agreement;

      "SENIOR COMMITMENT" means:

      (a)   in relation to a Senior Lender which is not a Hedging Lender, the
            aggregate of its Commitments under the Senior Facility Agreement;

                                      - 5 -

<PAGE>

      (b)   in relation to a Senior Lender which is also a Hedging Lender, the
            aggregate of its Commitments under the Senior Facility Agreement and
            its Hedging Loss; and

      (c)   in relation to a Senior Lender which is only a Hedging Lender, its
            Hedging Loss.

      "SENIOR CREDIT PARTICIPATION" means, in relation to a Finance Party, the
      aggregate of:

      (a)   its Term Commitments (as defined in the Senior Facility Agreement)
            (if any);

      (b)   its Revolving Commitment (as defined in the Senior Facility
            Agreement) (if any); and

      (c)   the Settlement Amounts, if any, which would be payable to it under
            any Hedging Agreement if the date on which the calculation is made
            was deemed to be an Early Termination Date for which the relevant
            Obligor is the Defaulting Party (and for this purpose "SETTLEMENT
            AMOUNT" and "DEFAULTING PARTY" shall have the meanings given to them
            in the relevant Hedging Agreement) such amount to be certified by
            the relevant Finance Party in reasonable detail (including the
            quotations obtained in connection therewith);

      "SENIOR DEBT" means all money and liabilities now or in the future due,
      owing or incurred to any Finance Party by any Obligor under any Senior
      Finance Document in any currency, whether actual or contingent, whether
      incurred solely or jointly with any other person and whether as principal
      or surety, together with all accruing interest and all related losses and
      charges (including any increase or reinstatement of such liabilities
      resulting from the operation of a Clawback);

      "SENIOR DECLARED DEFAULT" means a Default which has resulted in the
      Facility Agent exercising any of its rights under clause 20.2
      (Cancellation and Repayment) of the Senior Facility Agreement;

      "SENIOR DISCHARGE DATE" means the date on which all Senior Debt has been
      fully discharged and all commitments of the Finance Parties to the
      Obligors have expired in accordance with the Senior Finance Documents;

      "SENIOR FACILITY AGREEMENT" means the facilities agreement dated 26 June
      2003, as amended on 2 July 2003, under which the Senior Lenders agreed to
      make available a term credit facilities of E 220,000,000 and revolving
      credit facility of E 50,000,000 to the Borrowers (as defined therein);

      "SENIOR FINANCE DOCUMENTS" has the meaning given to it in the Senior
      Facility Agreement;

      "SENIOR LENDER" means a Lender under, and as defined in, the Senior
      Facility Agreement;

      "SENIOR PAYMENT DEFAULT" means a failure by an Obligor to pay any sum
      under any Senior Finance Document;

      "SENIOR RECOVERIES" means the aggregate of all assets received or
      recovered and all monies received or recovered (whether by set-off,
      combination, netting of payments or otherwise) from time to time by any
      Senior Lender in relation to any Senior Debt on or after the Enforcement
      Date from any Obligor, Group Company or other person, except amounts
      received by any Senior Lenders in accordance with the Senior Facility
      Agreement and clause 9 (Application of Recoveries) and/or clause 15.3
      (Loss Sharing) of this agreement;

      "SHAREHOLDERS AGREEMENT" has the meaning given to it in the Senior
      Facility Agreement;

                                      - 6 -

<PAGE>

      "SPECIFIED DEFAULT" means, in relation to a Hedging Document:

      (a)   the failure by a Borrower to make a payment due under the relevant
            Hedging Document on its due date or within any applicable grace
            period;

      (b)   the occurrence of any of the Events of Default specified in clauses
            20.1(a) (Payment default), (b)(i) (Breach of other Obligations) or
            (c) (Insolvency) to (1) (Cessation of business) (inclusive) of the
            Senior Facility Agreement; or

      (c)   the occurrence of an Illegality or a Tax Event (each as defined in
            the ISDA Master Agreement);

      "TRANSFEREE" has the meaning given to it in clause 19.2(a)(Assignments and
      Transfers by Creditors);

      "TRANSFEROR" has the meaning given to it in clause 19.2(a) (Assignments
      and Transfers by Creditors); and

      "U.G.I." means UGI France, Inc. a company incorporated under the laws of
      Delaware, USA, which is a Subsidiary of UGI Corporation, or any of its
      Affiliates.

1.2   CONSTRUCTION

      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 a Senior Finance Document) 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 Senior provision of any Finance
            Document;

      (d)   a reference to a statute, other legislation or accounting standard
            or any provision thereof is to be construed as a reference to that
            statute, other legislation 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;

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

      (h)   words and expressions defined in the Senior Facility Agreement shall
            have the same meanings when used in this agreement.

1.3   MAJORITY CONSENTS

      Any consent required to be given under this agreement by the Facility
      Agent will only be given upon the instructions of the Majority Senior
      Creditors, unless otherwise specified.

                                      - 7 -

<PAGE>

2.    RANKING OF DEBT

      The Debt will rank for all purposes and at all times in the following
      order:

      (a)   first, the Senior Debt;

      (b)   second, the High Yield Intra-Group Debt; and

      (c)   third, the Investor Debt.

3.    HEDGING LIABILITIES

3.1   PROHIBITED HEDGING PAYMENTS, GUARANTEES AND SECURITY

      Until after the Enforcement Date:

      (a)   no Obligor will make any payment or distribution in respect of any
            Hedging Debt, except for:

            (i)   scheduled payments arising under the original terms of the
                  relevant Hedging Agreement; and

            (ii)  any payment made within the period of four months following
                  the date of this Agreement for the purposes of any adjustment
                  in the interest rate hedging under the Hedging Agreements to a
                  coverage level no lower than that referred to in 19.5(d)(ii)
                  (Hedging) of the Senior Facility Agreement; and

      (b)   no Obligor will and each Obligor will procure that none of its
            Subsidiaries will, create or permit to subsist, and no Hedging
            Lender will receive from any Group Company, any Security Interest
            over any asset of any Group Company or give or permit to subsist any
            guarantee in respect of any part of the Hedging Debt, other than
            under the Security Documents,

      in either case, without the prior consent of the Facility Agent.

3.2   RESTRICTIONS ON HEDGING ENFORCEMENT ACTION

      Subject to clauses 3.3 (Permitted Hedging Enforcement Action) and 8
      (Enforcement of Security), no Hedging Lender may take Enforcement Action
      in relation to any Hedging Debt, unless a Senior Declared Default has
      occurred.

3.3   PERMITTED HEDGING ENFORCEMENT ACTION

      (a)   If a Specified Default occurs, a Hedging Lender may exercise its
            rights to designate an Early Termination Date in accordance with the
            relevant Hedging Agreement or otherwise terminate the relevant
            Hedging Agreement, provided that no other Enforcement Action is
            taken.

      (b)   If a Senior Declared Default has occurred, each Hedging Lender will
            promptly following request by the Security Agent designate an Early
            Termination Date or otherwise terminate each Hedging Agreement to
            which it is a party.

      (c)   On or following the designation of an Early Termination Date under
            clause 3.3(a) or (b), any amount which falls due from a Hedging
            Lender to any Group Company shall be paid by that Hedging Lender to
            the Security Agent for application under clause 9 (Application of
            Recoveries).

                                      - 8 -

<PAGE>

4.    INVESTOR DEBT

4.1   PROHIBITED INVESTOR PAYMENTS, GUARANTEES AND SECURITY

      Subject to clause 4.2 (Permitted Investor Payments), until the Senior
      Discharge Date:

      (a)   no Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, make, and no Investor will receive, any payment,
            dividend or distribution of any kind whatsoever in respect or on
            account of the Investor Debt; and

      (b)   no Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, create or permit to subsist, and no Investor will
            receive from any Group Company, any Security Interest over any asset
            of any Group Company or give or permit to subsist any guarantee in
            respect of any part of the Investor Debt,

      in each case, without the prior consent of the Facility Agent.

4.2   PERMITTED INVESTOR PAYMENTS

      Subject to clause 4.3 (Suspension of Permitted Investor Payments) the
      Parent may make any Restricted Payments (as defined in the Senior Facility
      Agreement) in accordance with, and subject to, the provisions of clause
      19.9(c) of the Senior Facility Agreement.

4.3   SUSPENSION OF PERMITTED INVESTOR PAYMENTS

      Without the prior consent of the Facility Agent, no payment which would
      otherwise be permitted under clause 4.2 (Permitted Investor Payments) may
      be made (or demand for payment by an Investor made) following the
      occurrence of a Major Default (as defined in the Senior Facility
      Agreement), so long as it is continuing.

4.4   RESTRICTIONS ON INVESTOR ENFORCEMENT ACTION

      (a)   Subject to clauses 4.4(b) and 4.5 (Permitted Investor Enforcement
            Action), until after the Senior Discharge Date, no Investor may take
            Enforcement Action in relation to any Investor Debt without the
            prior consent of the Facility Agent.

      (b)   Each Investor will, if required to do so by the Facility Agent, take
            Enforcement Action in respect of the Investor Debt and will apply
            any proceeds from such Enforcement Action in accordance with clause
            6 (Turnover).

4.5   PERMITTED INVESTOR ENFORCEMENT ACTION

      The restrictions in clause 4.4(a) (Restrictions on Investor Enforcement
      Action) will not apply to the Investors if an order is made for the
      winding up (liquidation) of the Parent, except that in these circumstances
      the Investors may only exercise the rights set out in paragraph (a)(i) of
      the definition of Enforcement Action in clause 1.1 (Definitions).

4.6   NO REDUCTION OR DISCHARGE

      As between the Parent and the Investors, the Investor Debt will be deemed
      not to have been reduced or discharged to the extent of any payment or
      distribution to the Security Agent under clause 6 (Turnover).

                                      - 9 -

<PAGE>

4.7   AMENDMENTS TO INVESTOR DOCUMENTS

      No Obligor nor any Investor will, on or before the Senior Discharge Date,
      without the prior consent of the Facility Agent:

      (a)   agree to or take any action which would make any principal,
            interest, distribution or other sum payable under any Investor
            Document on a date earlier or more frequently than that provided in
            the relevant Investor Document at the date of this agreement, save
            for the purposes of any payment permitted under clause 4.2
            (Permitted Investor Payments);

      (b)   agree to or take any action to amend any Investor Document which
            would result in any Obligor being subject to more onerous
            obligations (including financial covenants) as a whole than those
            existing at the date of this agreement or which would conflict with
            any provision of this agreement; or

      (c)   charge, assign or otherwise transfer rights and/or obligations under
            any Investor Document, unless simultaneously with that charge,
            assignment or transfer the relevant transferee agrees to be bound by
            the provisions of this agreement by entering into a Creditor
            Accession Agreement.

5.    INTRA-GROUP DEBT AND VALUE TRANSFERS

5.1   PROHIBITED INTRA-GROUP PAYMENTS, GUARANTEES AND SECURITY

      Subject to clauses 5.2 (Permitted Intra-Group Payments) and 5.6 (Value
      Transfers), until after the Senior Discharge Date:

      (a)   no Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, make, and no Intra-Group Creditor will receive,
            any payment or distribution of any kind whatsoever in respect or on
            account of the Intra-Group Debt (including without limitation the
            High Yield Intra-Group Debt); and

      (b)   no Obligor will, and each Obligor will procure that none of its
            Subsidiaries will, create or permit to subsist, and no Intra-Group
            Creditor will receive from any Group Company, any Security Interest
            over any asset of any Group Company or give or permit to subsist any
            guarantee in respect of any part of the Intra-Group Debt (including
            without limitation the High Yield Intra-Group Debt),

      in each case without the prior consent of the Facility Agent.

5.2   PERMITTED INTRA-GROUP PAYMENTS

      Subject to clause 5.3 (Suspension of Permitted Intra-Group Payments):-

      (a)   in the case of Intra-Group Debt (other than the High Yield
            Intra-Group Debt), a Group Company may pay interest on, repay or
            prepay principal of or make any other payment due in respect of any
            Intra-Group Debt and an Intra-Group Creditor may receive any such
            sum;

      (b)   in the case of High Yield Intra-Group Debt, the Parent may make
            payments to the High Yield Issuer in respect of:

            (i)   semi-annual interest (but not principal) at a rate not
                  exceeding 0.130 per cent, per annum above the aggregate
                  interest rate payable by the High Yield Issuer in cash on the
                  High Yield Notes in order to enable the High Yield Issuer to
                  make a payment of

                                     - 10 -

<PAGE>

                  interest in respect of the High Yield Notes and which falls
                  due for payment within five Business Days of receipt of the
                  corresponding payment by the High Yield Issuer;

            (ii)  amounts equal to taxes payable by the High Yield Issuer in
                  respect of payments of interest on any High Yield Debt
                  (including in respect of any withholding or deduction of any
                  amount for or on account of applicable taxes); and

            (iii) repayment of the principal amount of the High Yield
                  Intra-Group Debt on or at any time after the High Yield
                  Maturity Date.

5.3   SUSPENSION OF PERMITTED INTRA-GROUP PAYMENTS

      (a)   No payment which would otherwise be permitted under clause 5.2(a)
            (Permitted Intra-Group Payments) may be made (or demand for
            repayment by an Intra-Group Creditor made) following the occurrence
            of a Default without the prior consent of the Facility Agent.

      (b)   No payment which would otherwise be permitted under clause 5.2(b)
            (Permitted Intra-Group Payments) in respect of the High Yield
            Intra-Group Debt or clause 5.6 (Value Transfers) may be made (or
            demand for repayment by the High Yield Issuer made) without the
            prior consent of the Majority Senior Creditors:

            (i)   if a Senior Payment Default occurs, from the date of such
                  Senior Payment Default until the date the Facility Agent
                  notifies the Parent and the High Yield Issuer that the Senior
                  Payment Default has been waived or remedied (and the Facility
                  Agent undertakes to provide such notification promptly after
                  the Facility Agent becomes aware that the Senior Payment
                  Default has been waived or remedied); and

            (ii)  if a Default other than a Senior Payment Default occurs, from
                  the date the Facility Agent serves a notice (a "PAYMENT
                  BLOCKAGE NOTICE") on the Parent and the High Yield Issuer
                  suspending payments under the High Yield Intra-Group Bond
                  Documents until the earliest of:-

                  (A)   the date falling 179 days after service of the Payment
                        Blockage Notice;

                  (B)   the date the Facility Agent notifies the Parent and the
                        High Yield Issuer in writing that the Default has been
                        waived or remedied or has ceased to exist; and

                  (C)   the Senior Discharge Date,

            provided that a Payment Blockage Notice (other than the first
            Payment Blockage Notice) may not be delivered:

            (iii) unless and until 360 days have elapsed since delivery of the
                  immediately prior Payment Blockage Notice; or

            (iv)  in respect of circumstances which resulted in a Default which
                  was the subject of a previous Payment Blockage Notice.

5.4   RESTRICTION ON INTRA-GROUP ENFORCEMENT ACTION

      (a)   Subject to clause 5.4(b) and to clause 5.5 (Permitted Intra-Group
            Enforcement Action), until after the Senior Discharge Date, no
            Intra-Group Creditor may take Enforcement Action in

                                     - 11 -

<PAGE>

            relation to any Intra-Group Debt (including without limitation the
            High Yield Intra-Group Debt) without the prior consent of the
            Facility Agent.

      (b)   If a Senior Declared Default has occurred, each Intra-Group Creditor
            (other than the High Yield Issuer) will take any Enforcement Action
            in relation to the Intra-Group Debt which the Security Agent acting
            on the instructions of the relevant Finance Parties directs it to
            take.

5.5   PERMITTED INTRA-GROUP ENFORCEMENT ACTION

      The restrictions in clause 5.4 (Restriction on Intra-Group Enforcement
      Action) will not apply to the High Yield Issuer taking Enforcement Action
      of a type set out in paragraph (a)(i) to (iii) of the definition of
      Enforcement Action in clause 1.1 (Definitions) against the Parent in
      respect of the High Yield Intra-Group Debt if there has been an event of
      default under the High Yield Notes and, following that default and
      provided it is then continuing unremedied and unwaived, the Intra-Group
      Standstill Period has expired.

      For the purposes of this clause 5.5, the "INTRA-GROUP STANDSTILL PERIOD"
      means the period commencing on the date on which the Facility Agent has
      received notice from the High Yield Issuer or the High Yield Trustee of
      the relevant event of default under the High Yield Notes (the "DEFAULT
      NOTIFICATION DATE") and ending on the first to occur of:

      (a)   the expiry of 179 days after the Default Notification Date;

      (b)   the date on which the Finance Parties apply to any applicable court
            to enforce any of the security granted by the Parent under the
            Security Documents (other than any such security in respect of
            receivables, rights under the Acquisition Documents and the Special
            Cash Collateral Account); and

      (c)   any of the following events:

            (i)   the shareholders or the directors of the Parent (other than at
                  the request of the beneficiaries of the High Yield Guarantee)
                  pass a resolution for the insolvency, dissolution, liquidation
                  or winding-up of the Parent; or

            (ii)  an order is made for the commencement of an insolvency
                  dissolution, liquidation, administration, winding-up or
                  similar proceeding relating to the Parent.

5.6   VALUE TRANSFERS

      Subject to clause 5.3 (Suspension of Intra-Group Permitted Payments) and
      except with the consent of the Facility Agent (prior to the Senior
      Discharge Date), no Obligor shall, and each Obligor shall procure that
      none of its Subsidiaries shall, make any payment to the High Yield Issuer
      (whether of principal, interest or otherwise) or transfer any assets to
      the High Yield Issuer, other than:

      (a)   payments permitted by clause 5.2 (Permitted Intra-Group Payments);
            or

      (b)   unless a Default has occurred which is continuing, payments lawfully
            made to the High Yield Issuer if and only to the extent that the
            High Yield Issuer requires the monies for one or more of the
            following purposes:

            (i)   legal fees and any filing, listing, registration or similar
                  fees, costs and expenses incurred in connection with the
                  issuing, listing and/or registration of any High Yield
                  Documents issued by the High Yield Issuer;

                                     - 12 -

<PAGE>

            (ii)  fees, costs and expenses payable by the High Yield Issuer
                  under the High Yield Documents, or

            (iii) fees, costs and expenses payable to auditors and legal
                  advisers of the High Yield Issuer and other operating costs
                  and expenses of the High Yield Issuer, in each case properly
                  incurred in the ordinary course of business,

            provided that the aggregate of all such amounts paid in any
            Financial Year of the Group shall not exceed E 200,0000 (or its
            equivalent in other currencies) without the prior consent of the
            Facility Agent and, if the sums to be paid under this clause 5.6(b)
            exceed E 50,000 (or its equivalent) on any one occasion or aggregate
            more than E 100,000 (or its equivalent) in any Financial Year, the
            Parent has given not less than 10 Business Days' notice of the
            proposed payment in writing to the Facility Agent.

5.7   AMENDMENTS TO HIGH YIELD INTRA-GROUP BOND DOCUMENTS

      Neither the High Yield Issuer nor the Parent will, on or before the Senior
      Discharge Date, without the prior consent of the Facility Agent:

      (a)   agree to or take any action which would make any principal,
            interest, distribution or other sum payable under the High Yield
            Intra-Group Bond Documents on a date earlier or more frequently than
            that provided in the relevant High Yield Intra-Group Bond Document
            at the date of this agreement;

      (b)   agree to or take any action to amend any High Yield Intra-Group Bond
            Document which would result in the Parent being subject to more
            onerous obligations as a whole than those existing at the date of
            this agreement or which would conflict with any provision of this
            agreement; or

      (c)   charge, assign or otherwise transfer rights and/or obligations under
            any High Yield Intra-Group Bond Document.

6.    TURNOVER

6.1   INTRA-GROUP CREDITORS' TURNOVER OBLIGATIONS

      Each of the Intra-Group Creditors agrees with each of the Creditors and
      hereby declares that, except for Permitted Intra-Group Payments, all
      Intra-Group Recoveries (all together the "INTRA-GROUP CREDITOR TURNOVER
      RECEIPTS") shall, during any period before the Senior Discharge Date, be
      paid by the relevant Intra-Group Creditor to the Designated Payee for
      application by the Designated Payee in accordance with clause 9
      (Application of Recoveries), and that Intra-Group Creditor shall,
      forthwith after receipt or discharge, pay, transfer, assign or deliver all
      such Intra-Group Creditor Turnover Receipts to the Designated Payee.

6.2   INVESTOR TURNOVER OBLIGATIONS

      Each of the Investors agrees with each of the other Creditors and hereby
      declares that, except for Permitted Investor Payments, all Investor
      Recoveries (all together the "INVESTOR TURNOVER RECEIPTS") shall, during
      any period before the Senior Discharge Date, be paid by the Investor to
      the Designated Payee for application by the Designated Payee in accordance
      with clause 9 (Application of Recoveries) and that Investor shall,
      forthwith after receipt or discharge, pay, transfer, assign or deliver all
      such Investor Turnover Receipts to the Designated Payee.

6.3   HEDGING LENDERS' TURNOVER OBLIGATIONS

                                     - 13 -

<PAGE>

      Each of the Hedging Lenders agrees with the other Finance Parties and
      hereby declares that, except for Permitted Hedging Payments, all Hedging
      Recoveries, (all together the "HEDGING LENDER TURNOVER RECEIPTS") shall,
      during any period before the Senior Discharge Date, be paid by the Hedging
      Lender to the Designated Payee for application by the Designated Payee in
      accordance with clause 9 (Application of Recoveries), and that Hedging
      Lender shall, forthwith after receipt or discharge, pay, transfer, assign
      or deliver all such Hedging Lender Turnover Receipts to the Designated
      Payee.

6.4   REVIVAL OF LIABILITY

      For the avoidance of doubt, amounts equal to any Intra-Group Creditor
      Turnover Receipts, Investor Turnover Receipts and Hedging Lender Turnover
      Receipts shall be treated as a Clawback and as such shall be reinstated
      pro tanto as Intra-Group Debt, Investor Debt or Hedging Debt (as the case
      may be). The Parent will fully indemnify each of the Hedging Lenders upon
      demand if (and to the extent that) any purported re-instatement of a
      Clawback as Hedging Debt contemplated by this clause 6.4 proves to be
      ineffective for any reason.

6.5   PRESERVATION OF DEBT

      Notwithstanding any term of this agreement postponing, subordinating or
      preventing the payment of any of the High Yield Intra-Group Debt or the
      Investor Debt, the High Yield Intra-Group Debt and the Investor Debt
      concerned shall, solely as between the Obligors and the Investors, be
      deemed to remain owing or due and payable in accordance with the terms of
      the High Yield Intra-Group Bond Documents and the Investor Documents (as
      the case may be) in order that interest and default interest and indemnity
      payments will accrue thereon in accordance with and to the extent provided
      for in the High Yield Intra-Group Bond Documents and the Investor
      Documents respectively. No delay in exercising rights and remedies under
      any of the High Yield Intra-Group Bond Documents or the Investor Documents
      by reason of any term of this agreement postponing, restricting or
      preventing such exercise shall operate as a permanent waiver or any of
      those rights and remedies or otherwise deprive the High Yield Issuer or
      any of the Investors (as the case may be) of any of their respective
      rights against any Obligor or any other person.

7.    PRIORITY OF SECURITY

7.1   RANKING

      All guarantees, indemnities and security conferred on the Finance Parties
      by the Security Documents will for all purposes and at all times secure
      the Senior Debt only.

7.2   HEDGING LIABILITIES

      The security constituted by the Security Documents shall secure the
      Hedging Debt and the remainder of the Senior Debt on a pari passu basis.

8.    ENFORCEMENT OF SECURITY

8.1   ENFORCEMENT BY THE SECURITY AGENT

      The Security Agent shall act in relation to the Security Documents in
      accordance with the instructions of the Majority Senior Creditors, which
      shall override any conflicting instructions given by or on behalf of any
      other person.

                                     - 14 -

<PAGE>

8.2   EXEMPTION

      No Finance Parties shall be responsible to the Investors or any other
      person for any instructions given or not given to the Security Agent in
      relation to the Security Documents, provided in each case they act in good
      faith.

8.3   RELEASE OF SECURITY ON ENFORCEMENT

      If, pursuant to or for the purpose of effecting any Enforcement Action
      taken or to be taken by the Security Agent in accordance with the
      provisions of this agreement, the Security Agent requires any release of
      any guarantee or security granted by any Group Company or Obligor, each of
      the parties to this agreement shall promptly enter into such documents as
      the Security Agent shall reasonably require as being necessary to enable
      such Enforcement Action to be effected.

8.4   AUTHORITY OF SECURITY AGENT

      (a)   If, in connection with any Enforcement Action:

            (i)   the Security Agent sells or otherwise disposes of (or proposes
                  to sell or otherwise dispose of) any asset under any Security
                  Document; or

            (ii)  a Group Company sells or otherwise disposes of (or proposes to
                  sell or otherwise dispose of) any asset at the request of the
                  Security Agent,

            the Security Agent is hereby authorised by each Creditor and
            Intra-Group Creditor:

                  (A)   to release in any manner whatsoever any Security
                        Interest created by the Security Documents over the
                        relevant asset; and

                  (B)   (if the relevant asset comprises all of the shares in
                        the capital of a Group Company) to release in any manner
                        whatsoever that Group Company from all past, present and
                        future liabilities (both actual and contingent) and/or
                        the obligations in its capacity as a Guarantor or
                        Borrower of the whole or any part of the financial
                        instruments account (or equivalent) of the Debt and to
                        release any Security Interest granted by that Group
                        Company over any asset under any Security Document.

      (b)   Each Creditor and Intra-Group Creditor hereby undertakes in favour
            of the Security Agent to execute any releases or other documents and
            take any action which the Security Agent may reasonably require in
            order to give effect to the provisions of clause 8.4(a).

      (c)   The release of any Group Company as contemplated in clause 8.4(a)
            will not affect or otherwise reduce the obligations and/or
            liabilities of any other Group Company to the Creditors and
            Intra-Group Creditor.

9.    APPLICATION OF RECOVERIES

9.1   APPLICATION

      All proceeds of enforcement of the security conferred by the Security
      Documents, all recoveries by the Security Agent under guarantees of the
      Debt and all amounts paid to the Designated Payee under this agreement
      (whether under the turnover provisions or otherwise) shall be applied in
      the following order:

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<PAGE>

      (a)   first, in payment of unpaid fees, costs and expenses (including
            interest on them recoverable under the Security Documents) incurred
            by or on behalf of the Security Agent (and any adviser or agent
            appointed by it) and the remuneration of the Security Agent and its
            advisers and agents under the Security Documents;

      (b)   second, in payment of unpaid costs and expenses incurred by or on
            behalf of the Finance Parties in connection with enforcement of the
            Security Documents;

      (c)   third, in payment to the Facility Agent for application towards
            unpaid and outstanding Senior Debt (including amounts due to the
            Facility Agent); and

      (d)   fourth, in payment of the surplus (if any) to the Parent or other
            person entitled to it (including any other Obligors).

      PROVIDED THAT:

      if the application of any recoveries ("AFFECTED RECOVERIES") under this
      clause 9 in or towards the discharge of any Debt would result in or have
      the effect of an unlawful payment or discharge then, subject to clause 15
      (Loss Sharing), those Affected Recoveries will be applied in or towards
      the discharge in full only of the Senior Debt (but subject at all times to
      the provisions of this agreement) guaranteed or secured by the rights
      (whether guarantee, indemnity or security) the enforcement or realisation
      of which gave rise to the Affected Recoveries:

9.2   APPLICATION OF REPORTS RECOVERIES

      If any of the Creditors (other than the Senior Lenders) receives any
      money:

      (a)   before the Enforcement Date, as a result of making any claim for
            costs, damages or other losses incurred in connection with any of
            the transactions contemplated in any of the Senior Finance Documents
            and the Transaction Documents in relation to any of the Reports
            (such moneys, whether received before, on or after the Enforcement
            Date, "REPORTS RECOVERIES"), it shall pay an amount equal to the
            amount of such moneys (less the costs and expenses directly incurred
            in making such claim) to the Parent by way of a loan (a "REPORTS
            LOAN") (but subject at all times to the provisions of this
            agreement) which shall form part of the liabilities owing to that
            Creditor and, as such, shall be subordinated to and otherwise
            restricted in accordance with the provisions of this agreement and
            those moneys shall be applied in prepayment of the Senior Debt in
            accordance with the Senior Facility Agreement as though such moneys
            were Net Proceeds; or

      (b)   on or after the Enforcement Date, it shall pay an amount equal to
            the Reports Recoveries (less the costs and expenses directly
            incurred in making the relevant claim) to the Designated Payee for
            application under clause 9.1 (Application), PROVIDED THAT, as
            between the relevant Creditor and any Group Company such Reports
            Recoveries shall be deemed to be the proceeds of a loan to the
            relevant Group Company of an amount equal to such Reports Recoveries
            for the purpose of assisting such Group Company to discharge its
            obligations and liabilities in accordance with this agreement and
            where such loan is repayable on demand (but subject at all times to
            the provisions of this agreement) which shall form part of the Debt
            owing to such Creditor and, as such, shall be subordinated in
            accordance with the provisions of this agreement.

9.3   APPROPRIATIONS

      Subject to clause 15 (Loss Sharing), each Creditor may (subject in each
      case to the provisions of this agreement and the other Senior Finance
      Documents) apply any moneys received under this agreement

                                     - 16 -

<PAGE>

      to any item of account or liability in respect of the indebtedness owed to
      it, as the case may be, in such order or manner as it may determine (save
      as expressly provided in the relevant Senior Finance Document); and

10.   STATUS OF OBLIGORS

10.1  OBLIGORS' ROLE

      Each Obligor and Investor is party to this agreement in order to
      acknowledge the priorities, rights and obligations set out in this
      agreement and undertakes not to take or agree to take any action which may
      in any way prejudice or affect the enforcement of the provisions of this
      agreement or do anything which would be inconsistent with any provision of
      this agreement.

10.2  NO RIGHTS

      No Obligor nor any Investor (except pursuant to clause 4.5 (Permitted
      Investor Enforcement Action)) shall have any rights under this agreement
      and none of the undertakings in this agreement on the part of the Finance
      Parties (or deemed to be given) to or for the benefit of any Obligor or
      Investor.

11.   CONSENTS AND WAIVERS UNDER SENIOR FINANCE DOCUMENTS

      If a Finance Party or the Majority Senior Creditors (as the case may be)
      gives a consent or waive a right under or in relation to any Senior
      Finance Document in circumstances where the relevant Obligor is required
      to obtain a corresponding consent or waiver under or in relation to the
      provisions of any Investor Document or High Yield Intra-Group Bond
      Document, that consent or waiver, if given under the relevant Senior
      Finance Document, shall automatically operate as a consent or waiver (as
      the case may be) given under the relevant Investor Document or High Yield
      Intra-Group Bond Document.

12.   REPRESENTATIONS AND WARRANTIES

      Each party to this agreement represents and warrants to and for the
      benefit of each of the other parties to this agreement that it:

      (a)   is duly established and (if a company) duly incorporated and validly
            existing with limited liability under the laws of the place of its
            incorporation and has the power to own its assets and carry on its
            business;

      (b)   has the power and capacity to enter into and comply with its
            obligations under this agreement; and

      (c)   has taken all necessary action:

            (i)   to authorise the entry into and compliance with its
                  obligations under this agreement;

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

            (iii) to make this agreement admissible in evidence in the courts of
                  France and in the jurisdiction in which it is incorporated.

13.   INFORMATION AND CO-OPERATION

13.1  OTHER INFORMATION

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<PAGE>

      The Parent (on behalf of itself and each other Group Company) authorises
      each Creditor to disclose to each other Creditor all information relating
      to it or the Group as a whole coming into the possession of that Creditor
      in connection with any Senior Finance Document or Investor Document
      (including the respective amounts of Debt outstanding from time to time).

13.2  CO-OPERATION

      Each party to this agreement undertakes to use all reasonable endeavours
      to ensure that any and all Security Interests now or in the future held or
      obtained from any Group Company in relation to the Senior Debt shall be
      constituted by the Security Documents and held by the Security Agent as
      agent, for the benefit of the Senior Lenders. If for any reason it is not
      possible for any such Security Interests to be held by the Security Agent
      in that way, the parties shall procure that any alternative holder of
      security shall, as a condition precedent to its accepting any such
      Security Interest, adhere to this agreement by accepting obligations
      mutatis mutandis identical in all material respects to those incumbent on
      the Security Agent under this agreement.

13.3  CONSULTATION

      The Finance Parties shall, so far as practicable in the circumstances,
      consult with each other:

      (a)   before taking any formal steps to exercise any remedy against any
            Group Company or take other Enforcement Action; and

      (b)   generally with regard to significant matters affecting the rights of
            the parties as regulated by this agreement, but nothing in this
            clause 13.3 or elsewhere in this agreement will invalidate or
            otherwise affect any action or step taken without any such
            consultation.

13.4  NOTIFICATION OF BREACH

      Each party to this agreement will notify the Facility Agent and the
      Investors of any breach of the provisions of this agreement promptly upon
      that party becoming aware of that breach.

14.   HEDGING LENDERS

14.1  IDENTITY OF HEDGING LENDERS

      (a)   Each Hedging Lender shall be a Senior Lender or an Affiliate of a
            Senior Lender.

      (b)   The Parent shall procure that no Group Company shall enter into any
            Hedging Agreement until the proposed Hedging Lender has entered into
            a Creditor Accession Agreement in that capacity.

14.2  HEDGING AGREEMENT

      Each Hedging Lender will promptly provide to the Security Agent copies of
      the relevant Hedging Agreement to which it is a party. The Hedging
      Agreement entered into by the Hedging Lenders shall:

      (a)   be based on the ISDA Master Agreement;

      (b)   include an election that the "Second Method" (as contemplated in the
            ISDA Master Agreement) will apply; and

                                     - 18 -

<PAGE>

      (c)   provide that the relevant Hedging Lender will, if so requested by
            the Facility Agent under clause 3.3(b) (Permitted Hedging
            Enforcement Action), following the occurrence of a Senior Declared
            Default, designate an Early Termination Date or otherwise be
            entitled to terminate any hedging transaction entered into under the
            relevant Hedging Agreement.

14.3  AMENDMENTS

      No Hedging Lender shall amend or vary any Hedging Agreement to which it is
      party:

      (a)   so that that Hedging Agreement ceases to comply with the
            requirements of this clause 14; or

      (b)   in a manner which is prejudicial to the interests of the Finance
            Parties under the Senior Finance Documents,

      in each case without the consent of the Security Agent acting on the
      instructions of the Majority Senior Creditors (for this purpose excluding
      that Hedging Lender in its capacity as such).

15.   LOSS SHARING

15.1  NORMAL RECOVERIES

      The Security Agent will apply all sums to be applied by it against the
      Senior Debt in accordance with clause 9.1 (Application).

15.2  EXCEPTIONAL RECOVERIES

      (a)   If a Senior Lender (a "RECOVERING LENDER") makes a Senior Recovery
            in respect of any amounts owed by any Obligor otherwise than under
            clause 15.1 (Normal Recoveries):

            (i)   that Recovering Lender shall within three Business Days of
                  receipt notify the Facility Agent and the Security Agent in
                  writing of the amount of such Senior Recovery, the Obligor
                  from which the Senior Recovery was made (the "RELEVANT
                  OBLIGOR") and when the Senior Recovery was received;

            (ii)  the Security Agent shall then calculate what adjusting
                  payments (if any) are required to be made by the Recovering
                  Lender to the other Senior Lenders in order to ensure that the
                  Senior Recovery is shared amongst all Senior Lenders with
                  Outstandings at the Enforcement Date pro rata to their
                  respective Outstandings; and

            (iii) the Security Agent shall promptly notify the Recovering Lender
                  and the other Lenders in writing of the amount of such
                  adjusting payments (if any) and how they were calculated.

      (b)   Within two Business Days of receipt by the Recovering Lender of the
            notice referred to in clause 15.2(a)(iii), the Recovering Lender
            shall pay to the Security Agent the amounts specified in such notice
            and following receipt the Security Agent shall promptly redistribute
            such amounts to the Senior Lenders for the purposes specified in
            clause 15.2(a)(iii), save that the Recovering Lender shall be
            treated as having already received its share of the relevant
            redistribution.

15.3  LOSS SHARING

      If following:

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<PAGE>

      (a)   the procedures set out in clauses 15.1 (Normal Recoveries) and/or
            15.2 (Exceptional Recoveries); or

      (b)   receipt by the Security Agent and the Facility Agent of a request in
            writing from a Senior Lender after the Enforcement Date,

      it transpires that any portion of the Senior Debt will not be repaid
      and/or discharged (a "LOSS") and that the amount of such Loss is not
      shared between the Senior Lenders in the proportion that the Senior
      Commitments of each Senior Lender bears to the Total Commitments as at the
      Enforcement Date (taking no account for these purposes of any cancellation
      or reduction in Commitments under the Senior Facility Agreement due to
      such Enforcement Action), the Senior Lenders shall make such payments
      amongst themselves (as notified to them by the Security Agent) as are
      necessary to procure that the Loss is shared between them in such
      proportion.

15.4  OBLIGORS

      (a)   If a Recovering Lender makes a payment to the Security Agent under
            clause 15.2(b) (Exceptional Recoveries) or any Senior Lender makes a
            payment under clause 15.3 (Loss Sharing) then, to the extent
            permitted by law:

            (i)   the liability of the Obligor to the relevant Senior Lender
                  shall be increased (or treated as not having been reduced) by
                  an amount equal to the payment so made; and

            (ii)  the Obligors will indemnify the relevant Senior Lender for all
                  loss it may suffer as a result of making such payment.

      (b)   Any indemnity payment received by a Senior Lender under clause
            15.4(b) will itself be subject to the provisions of clauses 15.1
            (Normal Recoveries) to 15.3 (Loss Sharing) (inclusive).

15.5  CURRENCY CALCULATIONS

      For the purposes of this clause 15, if any amount needs to be converted
      into another currency it shall be converted by the Facility Agent at the
      spot rate of exchange of the Facility Agent (as determined by the Facility
      Agent) for the purchase of that other currency with that amount in the
      relevant foreign exchange market at the relevant time.

15.6  EXCEPTIONS TO SHARING OF RECOVERIES

      Notwithstanding the foregoing provisions of this clause 15, no Recovering
      Lender will be obliged to share any Senior 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).

15.7  NO SECURITY

      The provisions of this clause 15 shall not, and shall not be construed so
      as to, constitute a Security Interest by any Senior Lender over all or any
      part of any amount received or recovered by it under any of the
      circumstances mentioned in this clause 15.

                                     - 20 -

<PAGE>

15.8  SENIOR FACILITY AGREEMENT

      The provisions of this agreement will apply in place of clause 22 (Pro
      Rata Payments) of the Senior Facility Agreement as from the Enforcement
      Date.

16.   APPOINTMENT AND DUTIES OF SECURITY AGENT

16.1  APPOINTMENT

      (a)   Each Finance Party:

            (i)   appoints Credit Lyonnais as Security Agent to act as its
                  security agent for the purposes of the Security Documents and
                  this agreement and to execute the Security Documents on its
                  behalf; and

            (ii)  irrevocably authorises the Security Agent for and on its
                  behalf to exercise the rights, powers and discretions which
                  are specifically delegated to it by the terms of the Security
                  Documents and this agreement, together with all rights, powers
                  and discretions which are incidental thereto and to give a
                  good discharge for any moneys payable under the Security
                  Documents.

      (b)   The Security Agent will act solely as agent for the Finance Parties
            in carrying out its functions as agent under the Security Documents
            and this agreement and will exercise the same care as it would in
            dealing with a credit for its own account.

      (c)   The relationship between the Finance Parties and the Security Agent
            is that of principal and agent only. The Security Agent shall not
            have, nor be deemed to have, assumed any obligations to, or
            fiduciary relationship with, any party to this agreement other than
            those for which specific provision is made by the Security Documents
            and this agreement.

16.2  SECURITY AGENT'S DUTIES

      The Security Agent shall:

      (a)   send to each Beneficiary details of each communication delivered to
            it by an Obligor for that Beneficiary under this agreement or any
            Security Document as soon as reasonably practicable after receipt;

      (b)   subject to those provisions of this agreement which require the
            consent of all Beneficiaries or all of a particular category of the
            Beneficiaries, act in accordance with any instructions given as
            provided in clause 8 (Enforcement of Security) or, if so instructed
            under clause 8 (Enforcement of security), refrain from exercising a
            right, power or discretion vested in it under this agreement or any
            Security Document; and

      (c)   have only those duties, obligations and responsibilities expressly
            specified in this agreement or the Security Documents.

                                     - 21 -

<PAGE>

16.3  SECURITY AGENT'S RIGHTS

      The Security Agent may:

      (a)   perform any of its duties, obligations and responsibilities under
            this agreement or the Security Documents by or through its
            personnel, delegates or agents (on the basis that the Security 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 this agreement or
            any Security Document, refrain from exercising any right, power or
            discretion vested in it under this agreement or the Security
            Documents until it has received instructions in accordance with this
            agreement;

      (c)   refrain from doing anything which would or might in its opinion be
            contrary to any law, regulation or judgment 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 judgment;

      (d)   assume that no Default has occurred, unless an officer of the
            Security Agent while active on the account of the Obligors acquires
            actual knowledge to the contrary;

      (e)   refrain from taking any step (or further step) to protect or enforce
            the rights of any Beneficiary under this agreement or any Security
            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;

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

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

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

      (i)   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

      (j)   hold or deposit any document of title, 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 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 sums required to
            be paid on account or in respect of any such deposit.

16.4  EXONERATION OF THE SECURITY AGENT

      Neither the Security Agent nor any of its personnel or agents shall be:

      (a)   responsible for the adequacy, accuracy or completeness of any
            representation, warranty, statement or information in this agreement
            or the Security Documents or any notice or other document delivered
            under this agreement or the Security Documents;

                                     - 22 -

<PAGE>

      (b)   responsible for the execution, delivery, validity, legality,
            adequacy, enforceability or admissibility in evidence of this
            agreement or any Security Document;

      (c)   obliged to enquire as to the occurrence or continuation of any
            Default or as to the accuracy or completeness of any representation
            or warranty made by any person;

      (d)   responsible for any failure of any Obligor or any of the
            Beneficiaries duly and punctually to observe and perform their
            respective obligations under this agreement or any Security
            Document;

      (e)   responsible for the consequences of relying on the advice of any
            professional advisers selected by any of them in connection with
            this agreement or any Security Document;

      (f)   liable for acting (or refraining from acting) in what it believes in
            good faith to be in the best interests of the Beneficiaries in
            circumstances where it has been unable, or it is not practicable, to
            obtain instructions in accordance with this agreement; or

      (g)   liable for anything done or not done by it under or in connection
            with this agreement or any Security Document, save in the case of
            its own negligence or wilful misconduct.

16.5  THE SECURITY AGENT INDIVIDUALLY

      (a)   For so long as it is a Finance Party, the Security Agent shall have
            the same rights and powers under the Senior Finance Documents as any
            other Finance Party and may exercise those rights and powers as if
            it were not also acting as Security Agent.

      (b)   The Security Agent may:

            (i)   retain for its own benefit and without liability to account
                  any fee or other sum 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).

16.6  COMMUNICATIONS AND INFORMATION

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

      (b)   The Security Agent will not be obliged to transmit to the
            Beneficiaries any information relating to any party to this
            agreement or any Security Document which the Security Agent may have
            acquired otherwise than in its capacity as Security Agent.
            Notwithstanding anything to the contrary expressed or implied in
            this agreement or any Security Document, the Security Agent shall
            not, as between itself and the Beneficiaries, be bound to disclose
            to any Beneficiary or other person any information, disclosure of
            which might in the opinion of the Security Agent result in a breach
            of any law or regulation or be otherwise actionable at the suit of
            any person.

      (c)   In acting as Security Agent for the Beneficiaries, the Security
            Agent's banking division shall be treated as a separate entity from
            any other of its divisions (or similar unit of the Security

                                     - 23 -

<PAGE>

            Agent in any subsequent re-organisation) or subsidiaries (the "OTHER
            DIVISIONS") and, if the Security Agent acts for any Group Company in
            a corporate finance or other advisory capacity ("ADVISORY
            CAPACITY"), any information given any Group Company to one of the
            Other Divisions is to be treated as confidential and will not be
            available to the Beneficiaries without the consent of the Parent,
            except that:

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

            (ii)  if representatives or employees of the Security 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 the Security
                  Agent in their capacity as Security Agent or to any of the
                  Beneficiaries, if to do so would breach any rule or regulation
                  or fiduciary duty imposed upon those persons.

16.7  NON-RELIANCE ON SECURITY AGENT

      Each Beneficiary 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 Security 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;

      (b)   to check or enquire into the adequacy, accuracy or completeness of
            any information provided by any Group Company under or in connection
            with this agreement or any Security Document (whether or not such
            information has been or is at any time circulated to it by the
            Security Agent); or

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

16.8  SECURITY AGENT'S INDEMNITY

      (a)   Each Finance Party shall on demand indemnify the Security Agent (in
            the proportion which that Finance Party's Senior Credit
            Participation bears to the total Senior Credit Participations)
            against any loss incurred by the Security Agent in complying with
            any instructions from the Finance Parties or the Majority Senior
            Creditors (as the case may be) or otherwise incurred in connection
            with this agreement or the Security Documents or its duties,
            obligations and responsibilities under this agreement or the
            Security Documents, except to the extent that they are incurred as a
            result of the gross negligence or wilful misconduct of the Security
            Agent or any of its personnel.

      (b)   The provisions of clause 16.8(a) are without prejudice to the
            obligations of the Parent to indemnify the Security Agent, and the
            Parent will reimburse each Beneficiary on demand for any payment
            made by that Beneficiary under clause 16.8(a), unless, where the
            Security Agent's loss was incurred as a result of instructions
            received from that Beneficiary, those instructions were
            unreasonable.

                                     - 24 -

<PAGE>

16.9  TERMINATION AND RESIGNATION OF SECURITY AGENT

      (a)   The Security Agent may resign its appointment at any time by giving
            notice to the Beneficiaries and the Parent.

      (b)   A successor Security Agent shall be selected:

            (i)   by the retiring Security Agent nominating one of its
                  Affiliates (following consultation with the Parent) as
                  successor Security Agent in its notice of resignation;

            (ii)  if the retiring Security Agent makes no such nomination, by
                  the Beneficiaries nominating a Beneficiary acting through an
                  office in France or London as successor Security Agent
                  (following consultation with the Parent); or

            (iii) if the Beneficiaries have failed to nominate a successor
                  Security Agent within 30 days of the date of the retiring
                  Security Agent's notice of resignation, by the retiring
                  Security Agent (following consultation with the Parent)
                  nominating a financial institution of good standing acting
                  through an office in France or London to be the successor
                  Security Agent.

      (c)   The Majority Senior Creditors may, at any time with the consent of
            the Parent (such consent not to be unreasonably withheld or delayed)
            by 30 days prior notice to the Security Agent and the Parent,
            terminate the appointment of the Security Agent and appoint a
            successor Security Agent.

      (d)   The resignation or termination of the retiring Security Agent and
            the appointment of the successor Security Agent will become
            effective only upon the successor Security Agent accepting its
            appointment as Security Agent, and upon the execution of all
            documents necessary to substitute the successor as holder of the
            security comprised in the Security Documents, at which time:

            (i)   the successor Security Agent will become bound by all the
                  obligations of the Security Agent and become entitled to all
                  the rights, privileges, powers, authorities and discretions of
                  the Security Agent under this agreement;

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

            (iii) the retiring Security Agent will be discharged from any
                  further liability or obligation under or in connection with
                  this agreement or the Security Documents.

      (e)   The retiring Security Agent will co-operate with the successor
            Security Agent in order to ensure that its functions are transferred
            to the successor Security Agent without disruption to the service
            provided to the Beneficiaries and the Parent and will promptly make
            available to the successor Security Agent the documents and records
            which have been maintained if connection with this agreement and the
            Security Documents in order that the successor Security Agent is
            able to discharge its functions.

      (f)   The provisions of this agreement will continue in effect for the
            benefit of any retiring Security Agent in respect of any actions
            taken or omitted to be taken by it or any event occurring before the
            termination of its agency.

16.10 ROLE OF THE SECURITY AGENT

                                     - 25 -

<PAGE>

      The Security Agent will execute and manage all Security Documents on
      behalf of all the Finance Parties and will apply all payments and other
      benefits received by it under the Security Documents in accordance with
      this agreement.

16.11 PAYMENTS TO FINANCE PARTIES

      The Security Agent may retain for its own use and benefit, and will not be
      liable to account to any person for all or any part of, any sums received
      by way of agency or arrangement fee or by way of reimbursement of expenses
      incurred by it.

16.12 CHANGE OF OFFICE OF SECURITY AGENT

      The Security Agent may at any time in its sole discretion by notice to
      each Beneficiary and the Parent designate a different office in France or
      London from which its duties as Security Agent will be performed from the
      date of notification.

17.   COSTS AND EXPENSES

17.1  INDEMNITY

      The Parent will indemnify each of the Creditors on demand from and against
      any loss which any such party may reasonably incur in connection with the
      negotiation, preparation, execution, amendment, release and/or enforcement
      or attempted enforcement of, or preservation of any such parties rights'
      under this agreement, including any present or future stamp or other taxes
      or duties and any penalties or interest with respect thereto which may be
      imposed by any competent jurisdiction in connection with the execution or
      enforcement of this agreement or in consequence of any loss being incurred
      as a result of any payment made under this agreement (whether made by an
      Obligor or a third person) being impeached or declared void for any reason
      whatsoever (upon production of duly documented evidence).

17.2  INTEREST

      Amounts payable under clause 17.1 (Indemnity) which are not paid on demand
      shall carry default interest at the Default Rate both before and after
      judgment, from the date of demand and shall form part of the relevant
      Debt. All such default interest shall be compounded in accordance with
      article 1154 of the French Civil Code.

18.   NOTICES

18.1  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 the Senior
            Finance Documents 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 18.1(a) are:

            (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);

                                     - 26 -

<PAGE>

            (ii)  the address and facsimile number notified by that party for
                  this purpose to the Security 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 Security 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 18.1(b).

18.2  DEEMED SERVICE

      (a)   Subject to clause 18.2(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 under clause 18.2(a) but received on a non-Business
            Day or after business hours in the place of receipt will only be
            deemed to be given on the next Business Day in that place.

18.3  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.

19.   CHANGES TO PARTIES

19.1  ASSIGNMENT AND TRANSFERS BY THE OBLIGORS

      No Obligor may assign or transfer all or any part of its rights, benefits
      or obligations under this agreement.

19.2  ASSIGNMENTS AND TRANSFERS BY CREDITORS

      (a)   A Creditor (in this capacity the "TRANSFEROR") may at any time
            assign any of its rights under this agreement or transfer any of its
            rights and obligations under this agreement to any person (a
            "TRANSFEREE") to whom a Transferor is permitted to assign or
            transfer rights, benefits and obligations under the Senior Finance
            Documents or the Investor Documents (as the case may be).

      (b)   An assignment or transfer will only be effective if the Security
            Agent executes a Creditor Accession Agreement duly completed and
            signed on behalf of the Transferee under which the

                                     - 27 -

<PAGE>

            Transferee agrees to be bound by all of the terms of this agreement
            as if it had originally been party to this agreement as a Finance
            Party or an Investor (as the case may be).

      (c)   Each of the parties to this agreement (other than the Transferee)
            irrevocably authorises the Security Agent to execute on its behalf
            any Creditor Accession Agreement which has been duly completed and
            executed on behalf of the Transferee.

      (d)   The Security Agent will promptly notify the other parties to this
            agreement of the receipt and execution by it on their behalf of any
            Creditor Accession Agreement.

19.3  ACCESSION OF NEW OBLIGORS

      (a)   The Parent will procure that any Group Company or other person (a
            "NEW OBLIGOR") which grants any Security Interest or guarantee in
            respect of, or otherwise becomes liable for, any Debt after the date
            of this agreement will promptly complete, sign and deliver to the
            Security Agent an Obligor Accession Agreement under which the New
            Obligor agrees to be bound by all of the terms of this agreement as
            if it had originally been party to this agreement as an Obligor.

      (b)   The Security Agent will promptly notify the other parties to this
            agreement of the receipt by it of any Obligor Accession Agreement.

19.4  ACCESSION OF NEW INTRA-GROUP CREDITORS

      The Parent will procure that any Group Company which is an Intra-Group
      Creditor of the Parent will become an Intra-Group Creditor for the purpose
      of this agreement by executing an Obligor Accession Agreement in such
      capacity.

19.5  BENEFIT OF AGREEMENT

      This agreement will be binding upon, and ensure for the benefit of, each
      party to it and its or any subsequent successors or assigns.

20.   MISCELLANEOUS

20.1  CERTIFICATES CONCLUSIVE

      Save as expressly provided otherwise in any Senior Finance Document, a
      certificate, determination, notification or opinion of the Facility Agent,
      the Security Agent or any Senior Lender stipulated for in this agreement
      as to any amount payable under any Senior Finance Document will be
      conclusive and binding on the Parent, except in the case of manifest
      error.

20.2  NO IMPLIED WAIVERS

      (a)   No failure or delay by any of the Senior Lenders in exercising any
            right, power or privilege under this agreement 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 this agreement 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 this agreement, be available to the Finance Parties
            severally

                                     - 28 -

<PAGE>

            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 consent granted by any Finance Party under this
            agreement will be effective only if given in writing and then only
            in the instance and for the purpose for which it is given.

20.3  INVALIDITY OF ANY PROVISION

      (a)   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.

      (b)   Without prejudice to the generality of clause 20.3(a) above, the
            obligations of the Parent under this agreement will not extend
            beyond a point where they would cause the infringement of article
            L225-216 of the New French Commercial Code.

21.   GOVERNING LAW AND SUBMISSION TO JURISDICTION

21.1  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.

21.2  SUBMISSION TO JURISDICTION

      For the benefit of each party to this agreement, each other party to this
      agreement irrevocably submits to the exclusive jurisdiction of the
      Commercial Court of Paris (Tribunal de Commerce de Paris) for the purpose
      of hearing and determining any dispute arising out of this agreement and
      for the purpose of enforcement of any judgment against its assets.

                                     - 29 -

<PAGE>

                                   SCHEDULE 1
                                  THE INVESTORS

             NAME                           PLACE OF INCORPORATION

     PAI Europe III - A FCPR                      France
     PAI Europe III - B FCPR                      France
     PAI Europe III - C FCPR                      France
     PAI Europe III - D FCPR                      France
     PAI Europe III - D2 FCPR                     France
    Medit Mediterranea GPL SpA                    Italy
        UGI France, Inc.                       Delaware, USA

                                     - 30 -

<PAGE>

                                   SCHEDULE 2
                          CREDITOR ACCESSION AGREEMENT
      [referred to in clause 19.2 (Assignments and Transfers by Creditors)]

THIS AGREEMENT is made on [_______]

BETWEEN:

(1)   [_______] (the "NEW [FINANCE PARTY/HEDGING LENDER/INVESTOR]"); and

(2)   [_______] in its capacity as Security Agent under the Intercreditor
      Agreement.

RECITALS:

(A)   This agreement is supplemental to an intercreditor agreement dated 7 July
      2003, (the "INTERCREDITOR AGREEMENT") between, among others, AGZ Holding
      and the entities named therein as Senior Lenders, High Yield Issuer and
      Investors.

(B)   This agreement has been entered into to record the accession of the New
      [Finance Party/Hedging Lender/Investor] as a [Finance Party/Hedging
      Lender/Investor] under the Intercreditor Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS

      Words and expressions defined in the Intercreditor Agreement have the same
      meanings when used in this agreement.

2.    ACCESSION OF NEW CREDITOR

2.1   The New [Finance Party/Hedging Lender/Investor] agrees to become, with
      immediate effect, a party to, and agrees to be bound by the terms of, the
      Intercreditor Agreement as if it had originally been party to the
      Intercreditor Agreement as a [Finance Party/Hedging Lender/Investor].

2.2   The New [Finance Party/Hedging Lender/Investor] confirms that its address
      details for notices in relation to clause 18 (Notices) are as follows:

      Address:                 [_______]
      Facsimile:               [_______]
      Attention of:            [_______]

2.3   The Security Agent for itself and the other parties to this agreement
      other than the New [Finance Party/Hedging Lender/Investor] confirms the
      acceptance of the New [Finance Party/Hedging Lender/Investor] as a
      [Finance Party/Hedging Lender/Investor] for the purposes of the
      Intercreditor Agreement.

3.    LAW

3.1   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.

                                     - 31 -

<PAGE>

3.2   For the benefit of each Financial Party, each of the parties hereto
      irrevocably submits to the exclusive 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.

                                     - 32 -

<PAGE>

                 SIGNATORIES TO THE CREDITOR ACCESSION AGREEMENT

THE NEW [FINANCE PARTY/HEDGING LENDER/INVESTOR]

Executed by                 )
[Name]                      )
                            )
                            )

THE SECURITY AGENT

Executed by                 )
[Name]                      )
                            )
                            )

                                     - 33 -

<PAGE>

                                   SCHEDULE 3
                           OBLIGOR ACCESSION AGREEMENT
             [referred to in clause 19.3 (Accession of New Obligors)
           and clause 19.4 (Accession of New Intra-Group Creditors)]

THIS AGREEMENT is made on [_______]

BETWEEN:

(1)   [_______] (the "NEW OBLIGOR"); and

(2)   [_______] in its capacity as Security Agent under the Intercreditor
      Agreement

RECITALS:

(A)   This agreement is supplemental to an intercreditor agreement dated 7 July
      2003, (the "INTERCREDITOR AGREEMENT") between amongst others, AGZ Holding
      and the entities named therein as Senior Lenders, High Yield Issuer and
      Investors.

(B)   This agreement has been entered into to record the accession of the New
      Obligor as an [Obligor / Intra-Group Creditor] under the Intercreditor
      Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS

      Words and expressions defined in the Intercreditor Agreement have the same
      meanings when used in this agreement.

2.    ACCESSION OF NEW OBLIGOR

2.1   The New Obligor agrees to become, with immediate effect, a party to, and
      agrees to be bound by the terms of the Intercreditor Agreement as if it
      had originally been party to the Intercreditor Agreement as an [Obligor /
      Intra-Group Creditor].

2.2   The New Obligor confirms that its address details for notices in relation
      to clause 18 (Notices) are as follows:

      Address:         [_______]
      Facsimile:       [_______]
      Attention of:    [_______]

3.    LAW

3.1   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.

3.2   For the benefit of each Financial Party, each of the parties hereto
      irrevocably submits to the exclusive 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.

                                     - 34 -

<PAGE>

                 SIGNATORIES TO THE OBLIGOR ACCESSION AGREEMENT

THE NEW OBLIGOR

Executed by                )
[Name]                     )
                           )
                           )

THE SECURITY AGENT

Executed by                )
[Name]                     )
                           )
                           )

                                     - 35 -

<PAGE>

                   SIGNATORIES TO THE INTERCREDITOR AGREEMENT

PARENT
AGZ HOLDING

By __________________________

NOTICE DETAILS

Address:      43 avenue de l'Opera
              75002 Paris
              France

Facsimile:    33 1 55 77 91 28
Attention of: Finance Director

ANTARGAZ
ANTARGAZ

By __________________________

NOTICE DETAILS

Address:      Immeubles Les Renardieres
              3, Place de Saverne
              92400 Courbevoie

Facsimile:    01 41 88 73 13
Attention of: Finance Director

HIGH YIELD ISSUER
AGZ FINANCE

By __________________________

NOTICE DETAILS

Address:      398, route d'Esch
              L-1471 Luxembourg
              Luxembourg

Facsimile:    +352 48 18 63
              +33 1 55 77 91 28
              +33 1 41 88 73 13
Attention of: the Directors

                                     - 36 -

<PAGE>

SENIOR LENDERS
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

INVESTORS

PAI EUROPE III - A FCPR
PAI EUROPE III - B FCPR
PAI EUROPE III - C FCPR
PAI EUROPE III - D FCPR
PAI EUROPE III - D2 FCPR
Represented by PAI Management

By ____________________

NOTICE DETAILS

Address:        43, avenue de l'Opera
                75002 Paris
                France

Facsimile:      +33 1 55 77 91 28
Attention of:   Herve Couffin, Olivier de Vregille, Frederic Stevenin,
                Lionel Mestre

UGI FRANCE, INC.

By ____________________

NOTICE DETAILS

Address:         460 North Gulph Road
                 King of Prussia
                 PA 19406
                 USA

Facsimile:       001 610 992 3259
Attention of:    Vice President and General Counsel

                                     - 37 -

<PAGE>

MEDIT MEDITERANEA GPL SPA

By ____________________

NOTICE DETAILS

Address:        Via Tadini 2
                Novara
                Italy

Facsimile:      39 0321 39 14 36
Attention of:   Antonio Careri

FACILITY AGENT
CREDIT LYONNAIS

By ____________________

NOTICE DETAILS

Address:

                London
                England

Facsimile:
Attention of:

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

                                     - 38 -