Share Purchase Agreement: Definition & Sample

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What is a Share Purchase Agreement?

A share purchase agreement is a contract between a company and an investor who is buying shares. The agreement specifies things like what type of shares are being purchased, the number of shares in total, when they'll be released, and at what price. The agreement also specifies whether or not there is any restrictions on who can buy them such as people with criminal records or those under 18 years old.

A share purchase greement can give investors voting rights and other rights related to the company's management decisions. The agreement specifies which party has final decision-making power with regard to certain issues relating to running the company (such as hiring employees). Share purchase agreements are not limited solely for use by shareholders and may be used by any type of investor who wants some control over a company's operation without actually becoming

Common Sections in Share Purchase Agreements

Below is a list of common sections included in Share Purchase Agreements. These sections are linked to the below sample agreement for you to explore.

Share Purchase Agreement Sample

Amongst the parties identified herein

SHARE PURCHASE AGREEMENT

relating to the sale of AGZ Holding and Financière AGZ

TABLE OF CONTENTS

Clause Heading Page
SECTION I – DEFINITIONS AND INTERPRETATION 5
1 Definitions 5
2 Principles of Construction 14
SECTION II – SALE AND PURCHASE 15
3 Sale and Purchase of the Shares 15
4 Determination of the Estimated Purchase Price per Share and Closing Payment 15
5 Post-Closing Adjustment 18
6 Conditions Precedent 20
7 Pre-Closing Matters and Covenants 21
8 Closing 27
SECTION III – REPRESENTATIONS AND WARRANTIES 30
9 Representations and Warranties of the Purchaser and UGI Corp. 30
10 Representations and Warranties of the Sellers 31
11 Purchaser’s Acknowledgments 43
12 Rights to Claim Indemnification 44
SECTION IV – MISCELLANEOUS PROVISIONS 45
13 Guarantee of UGI Corp. – Non-Solicitation 45
14 Announcements 46
15 Payments 46
16 Sellers’ Representative 46
17 Successors and Assigns 47
18 Variation 47
19 Costs 47
20 Interest 47
21 Cooperation – Transitional Measures 47
22 Liability of Each Party 48
23 Withholding and Deductions 48
24 Notices 48
25 BSAs 49
26 Invalidity 49
27 Waiver 49
28 Entire Agreement 50
29 Governing Law and Jurisdiction 50

List of Managers

Powers of Attorney

Net Debt Determination Method

Working Capital Determination Method

Chart of the Managers

Medit Joinder Agreement

Allocation of the Shares and Escrow or Guarantee Amounts

Antargaz’ Workers’ Council Opinion

Form of Managers’ Guarantees

Form of Managers’ Escrow Agreements

Form of PAI Escrow Agreement and UGI Escrow Agreement

Form of PAI Guarantee and UGI Guarantee

Form of short-form share transfer agreements

List of Group Companies and Group Subsidiaries

Disclosures with respect to the representations and warranties made by the Sellers

SHARE PURCHASE AGREEMENT

(1) PAI partners , a French société par actions simplifiée with a share capital of €27,135,000, whose registered office is at 43 avenue de l’Opéra, 75002 Paris, France, registered under number 414 946 913 RCS Paris, acting as management company of PAI Europe III – A FCPR, PAI Europe III – B FCPR, PAI Europe III – C FCPR, PAI Europe III – D FCPR and PAI Europe III – D2 FCPR, five fonds communs de placement à risques bénéficiant d’une procédure allégée au sens de l’article L. 214-37 du Code monétaire et financier , represented by Hervé Couffin and Olivier de Vregille, duly authorized for the purpose hereof pursuant to a power of attorney attached in Schedule A2 (such FCPRs being collectively referred to herein as “ PAI ”);
(2) Each of the persons whose names are set out in Schedule A1 , represented by François Varagne, duly authorized for the purpose hereof pursuant to powers of attorney attached in Schedule A 2 (the “ Managers ”);

(PAI and the Managers being hereafter jointly referred to as the “ Sellers ”)

On the one hand

(3) UGI France, Inc. , a company incorporated under the laws of Delaware, U.S.A., whose principal office in the Commonwealth of Pennsylvania is at 460 North Gulph Road, King of Prussia, PA 19406, U.S.A., represented by Anthony Mendicino, duly authorized for the purpose hereof;
(4) UGI Corporation , a company incorporated under the laws of Pennsylvania, U.S.A., whose registered office is at 460 North Gulph Road, King of Prussia, PA 19406, U.S.A., represented by Anthony Mendicino, duly authorized for the purpose hereof;

On the other hand

(the Sellers, the Purchaser and UGI Corp. being hereafter jointly referred to as the “ Parties ”)

(A) AGZ Holding is a French société anonyme with a share capital of €35,126,800, whose registered office is at 43 avenue de l’Opéra, 75002 Paris, registered under number 413 765 108 RCS Paris (the “ Company ”).

The share capital of the Company is divided into 35,126,800 shares with a nominal value of €1 each held as follows:

(a) 24,043,250 class P shares are owned by PAI and its AGZ Directors (as defined below) (the “ AGZ Shares ”);
(b) 6,869,502 class U shares are owned by the Purchaser and its AGZ Directors;
(c) 3,434,751 class M shares are owned by Medit (as defined below) and its AGZ Director; and
(d) 779,297 ordinary shares are owned by Financière AGZ (as defined below).

The Company has also issued 25,344,632 equity warrants ( bons de souscription d’actions ) giving right to a maximum number of 1,949,587 new ordinary shares in the Company, which are owned by Financière AGZ (the “ BSAs ”).

The Company owns, save for the shares held by the Antargaz Directors (as defined below), 100% of the share capital and voting rights of Antargaz.

(B) Financière AGZ is a French société par actions simplifiée whose registered office is at 43 avenue de l’Opéra, 75002 Paris, registered under number 435 014 436 RCS Paris (“ Financière AGZ ”). The share capital of Financière AGZ amounts to €1,016,918.50 divided into 1,564,490 shares with a nominal value of €0.65 each, 1,564,480 ordinary shares of which are owned, as of the date hereof, by the Managers, PAI, the Purchaser and Medit (as defined below), the balance consisting of 10 preferential shares which are owned by the Company.
(C) The Purchaser wishes to acquire the AGZ Shares and the FA Shares (as defined below) (together the “ Shares ”) and the Sellers (each as to the AGZ Shares and FA Shares which such Seller owns) wish to sell the Shares in each case under the terms and conditions of this Agreement (hereafter the “ Transaction ”).
(D) The Sellers inform the Purchaser that the works’ council ( Comité d’Entreprise ) of Antargaz was duly informed and consulted with respect to the Transaction pursuant to French labor law and has issued an opinion ( avis ) on the Transaction, attached to this Agreement as Exhibit A .
(E) PAI has sent Medit a PAI Transfer Notice, as defined in Article 13 of the Shareholders’ Agreement (as defined below), pursuant to which PAI notified Medit of its exercise of its drag-along right under Article 14 of the Shareholders’ Agreement.

IT IS AGREED AS FOLLOWS:

SECTION I – DEFINITIONS AND INTERPRETATION

1 Definitions
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In this Agreement (including the above recitals), in addition to such terms as are defined elsewhere in this Agreement, the following terms have the meanings specified in this Clause 1:

“ Accounting Principles ”

means (i) the accounting methods, principles and

practices applied in the preparation of the 2003

Accounts and (ii) the French accounting statutes,

regulations and principles (e.g., French GAAP);

means a company that, directly or indirectly through one

or more intermediaries, Controls or is Controlled by, or is

under common Control with the company specified;

“ Agreement ” means this agreement;
“ AGZ Directors ” means the directors of the Company comprising four representatives of PAI, two representatives of the Purchaser and one representative of Medit;
“ AGZ Share Price ” has the meaning set forth in Clause 5.2.2(iii)(a);
“ AGZ Share Price Adjustment ” has the meaning set forth in Clause 5.3.1;
“ AGZ Shares ” has the meaning set forth in paragraph (A) of the recitals above;
“ Ancillary Agreements ” has the meaning set forth in Clause 9.2;
“ Antargaz ” means Antargaz, a French société anonyme with a share capital of €3,935,349 divided into 516,450 shares with a nominal value of €7.62 each, whose registered office is at Immeuble Les Renardières, 3 place de Saverne, 92400 Courbevoie, registered under number 572 126 043 RCS Nanterre;
“ Antargaz Directors ” means the directors of Antargaz comprising the chairman, four representatives of PAI, two representatives of the Purchaser and one representative of Medit;
“ Arranger ” has the meaning set forth in Clause 7.2.9(a);
“ Bridge Facility ” means the bridge facility pursuant to the commitment letter dated January 17, 2004, entered into between Credit Suisse First Boston and UGI Corp.;
“ Bridge Financing Commitment Fee ” means €2,000,000 (two million euros);
“ BSAs ” has the meaning set forth in paragraph (A) of the recitals above;
“ BSAs Exercise Price ” means the exercise price of all of the BSAs, i.e., €1,949,587;
“ Business ” means the business of marketing, sale and distribution including transportation, filling, storage, of butane and propane as presently conducted by Antargaz, the Company or the Group Affiliates;
“ Business Day ” means a day on which banks are open for business in France and in the United States (excluding Saturdays, Sundays and public holidays in France and in the United States);
“ Call Option Agreements ” means the call options allowing the Company to acquire the FA Shares owned by the Managers in the event one of the Managers ceases to be an employee or director of the Group Companies;
“ Capital Expenditure Adjustment ” has the meaning set forth in paragraph 2.3 of Schedule B;
“ Closing ” means the completion of the sale and purchase of the Shares pursuant to this Agreement;
“ Closing Accounts ” means the audited consolidated statements of income, balance sheets and statements of cash flow of the Company, together with the accompanying notes thereto, as of and for the 12-month period ending as of the Closing Date, prepared in accordance with the Accounting Principles and substantially in the form of the 2003 Accounts;
“ Closing Date ” means the date on which the Closing shall take place in accordance with Clause 8.1.1;
“ Closing Payment ” has the meaning set forth in Clause 4.1.2(iv);
“ Closing Statement ” means the statement to be prepared in accordance with Clause 5.1 and Schedule B;
“ Company ” has the meaning set forth in paragraph (A) of the recitals above;
“ Conditions Precedent ” has the meaning set forth in Clause 6;
“ Control ” means the control as defined by paragraphs I and II of article L.233-3 of the French Code de commerce (to the exclusion of paragraph III);
“ CSFB ” has the meaning set forth in Clause 8.3.2(d);
“ Disagreement Notice ” has the meaning set forth in paragraph 3.2 of Schedule B;
“ Draft Closing Statement ” has the meaning set forth in Clause 5.1;
“ EAF ” and “ Elf Aquitaine ” have the meaning set forth in Clause 10.3.16;
“ EBITDA ” means the consolidated profit of the Company for the relevant period (a) before any deduction of corporation tax or other taxes on income or gains, (b) before any deduction for interest payable, (c) after deducting (to the extent otherwise included) interest receivable, (d) excluding extraordinary items, (e) after deducting (to the extent otherwise included) the amount of profit (or adding back the amount of loss) of (i) the Company and any Group Consolidated Affiliate which is attributable to any third party (other than the Company or a Group Consolidated Affiliate) which is a shareholder in the Company or that Group Consolidated Affiliate and (ii) any company or other person which is not the Company or a Group Consolidated Affiliate but whose profits or losses are taken into account in the calculation of the consolidated profit of the Company for that period, (f) after adding back or deducting, as the case may be, the amount of any loss or gain against book value arising on a disposal of any asset (other than stock disposed of in the ordinary course of trading) during that period, to the
extent included in arriving at EBITDA for that period, (g) before deducting amortisation of any goodwill or any intangible assets, (h) before deducting any depreciation on fixed assets, (i) before amortisation of any acquisition costs, and (j) after adding back or deducting, as the case may be, the variation of any provision during that period which does not have any cash impact; “ Effective Time ” has the meaning set forth in Clause 8.1.2; “ Encumbrance ” means any nantissement, gage, hypothèque or other real or personal right (droit réel ou personnel) restricting the ownership or transfer of the relevant asset; “ Equity Value ” means:

(1) 655,000,000 (six hundred fifty-five million) euros minus

(3) Working Capital Adjustment

(4) the sum of 10,200,000 (ten million two hundred thousand) euros and the Bridge Financing Commitment Fee,

(5) Capital Expenditure Adjustment,

(6) Fixed Asset Supplier Adjustment;

“ Estimated AGZ Share Price ” has the meaning set forth in Clause 4.1.2(iii)(a); “ Estimated Capital Expenditure Adjustment ” has the meaning set forth in Clause 4.1.1; “ Estimated Equity Value ” has the meaning set forth in Clause 4.1.2(ii); “ Estimated FA Share Price ” has the meaning set forth in Clause 4.1.2(iii)(b); “ Estimated Fixed Asset Supplier Adjustment ” has the meaning set forth in Clause 4.1.1; “ Estimated Net Debt ” has the meaning set forth in Clause 4.1.1; “ Estimated Working Capital ” has the meaning set forth in Clause 4.1.1; “ Estimated Working Capital Adjustment ”

means the Estimated Working Capital less the Notional

Working Capital (such a figure being either positive or negative);

“ Exchange Act ” has the meaning set forth in Clause 7.2.9(a); “ Executive Managers ” means François Varagne, Jacques Davoine, Eric Naddéo, Yves de Gérard, Alain Duprez, Gwénaël Bousquet, Priscille Magnan and Philippe Simon;

“ Expert Accountant ” means KPMG acting through its Paris La Défense office or, if that firm is unable or unwilling to act in any matter referred to it under this Agreement, a firm of statutory auditors ( commissaires aux comptes ) of international standing to be agreed by the Sellers’ Representative and the Purchaser within seven days of a notice by one to the other requesting such agreement or failing such agreement to be appointed on the application of either of them by the President of the Tribunal de Commerce of Paris acting in summary proceedings;
“ FA Share Price ” has the meaning set forth in Clause 5.2.2(iii)(b);
“ FA Share Price Adjustment ” has the meaning set forth in Clause 5.3.1;
“ FA Shares ” means (i) the 1,524,116 shares of Financière AGZ owned by the Managers and (ii) the 28,255 shares of Financière AGZ owned by PAI;
“ Financial Statements Delivery Date ” has the meaning set forth in Clause 7.2.9(a);
“ Financière AGZ ” has the meaning set forth in paragraph (B) of the recitals above;
“ Financing Documents ” has the meaning set forth in Clause 10.3.12;
“ Financing Party ” means any financial institution or any other party or holder of any financial instruments under the Financing Documents, which is a party to a Financing Document;
“ Fixed Asset Supplier Adjustment ” has the meaning set forth in paragraph 2.5 of Schedule B;
“ Fixed Asset Supplier Amount ” has the meaning set forth in paragraph 2.4 of Schedule B;
“ Force Majeure Event ” has the meaning set forth in Clause 8.3.2(d)(1);
“ French GAAP ” means the generally accepted accounting principles in France;
“ Funds ” has the meaning set forth in Clause 10.1.5;
“ Governmental Entity ” has the meaning set forth in Clause 6.2;
“ Group Affiliates ” means AGZ Finance, Antargaz, Nord GPL, Rhône Méditerannée Gaz, Rhône Gaz, Gaz Est Distribution, Wogegal, Aquitaine Pyrénées Gaz, GIE Floregaz, Sigap Ouest Sarl and Sobegal;
“ Group Companies ” means the Company, Financière AGZ and the Group Affiliates;
“ Group Consolidated Affiliates ” means the Group Affiliates, except for GIE Floregaz, but including GIE Norgal;
“ Group Subsidiaries ” means GIE Donges, SEP de Queven, SEP Bus Paris, GIE GPL PROP’BUS, Engas, Geogaz Lavera, Geovexin, Cobogal, GIE Norgal, GIE Opération Réflexe GPL, Groupement Technique de Citernes;
“ Guarantee ” has the meaning set forth in Clause 13.2;
“ Guarantors ” has the meaning set forth in Clause 10.3.16;
“ Hazardous Materials ” means any substance, material or waste which is regulated by France or any local, national or European Governmental Entity other than France, which substance, material or waste includes, without limitation, petroleum and its by-products, friable asbestos, and any material or substance which is defined as “hazardous waste”, “hazardous substance”, “hazardous material”, “restricted hazardous waste”, “industrial waste”, “solid waste”, “contaminant”, “pollutant” “toxic waste” or “toxic substance” under any provision of applicable environmental law;
“ High Yield Notes ” means the high yield notes issued on 23 July 2002 by AGZ Finance, a société anonyme incorporated under the laws of Luxembourg, whose registered number is RC Luxembourg B 87.850, a wholly-owned subsidiary of the Company;
“ High Yield Trust Deed ” means the trust deed dated 23 July 2002 relating to the High Yield Notes as amended;
“ Improvements ” has the meaning set forth in Clause 10.3.14;
“ Knowledge ” With respect to PAI, this means actual knowledge of its AGZ Directors and Antargaz Directors, i.e., as of the date hereof, Hervé Couffin, Olivier de Vregille, Lionel Mestre, Jean-Marie Fabre and Christilla de Moustiers, of the facts which are the subject matter of the representations and warranties made by PAI under this Agreement. With respect to the Managers, this means the actual knowledge of each of the Executive Managers, after due inquiry with respect to their respective areas of responsibility (except for François Varagne who will inquire with respect to all of the representations and warranties), in each case, of the facts which are the subject matter of the representations and warranties made by the Managers under this Agreement; it is specified for the purpose of this definition that (i) “inquiry” shall include inquiry by the Executive Managers of the Managers (other than the Executive Managers) who are responsible for the relevant matters on a day-to-day basis, and (ii) each of the Managers (other than the Executive Managers) report at least to one Executive Manager, as further detailed in Schedule B2;
“ Leased Premises ” has the meaning set forth in Clause 10.3.6;
“ Leases ” has the meaning set forth in Clause 10.3.6;
“ Managers ” has the meaning set forth in the presentation of the Parties above;
“ Managers’ Guarantees ” means the joint and several guarantees ( caution solidaire ) to be delivered by the respective bank of each of Eric Naddéo, Antoine Willaume, Jean-Louis Jumeau, Michel Lobjois, Serge Moisan, Philippe Simon, Priscille Magnan and Cyrille Ghaem, as a guaranty for the possible payment of each such Manager’s share in the FA Share Price Adjustment to the Purchaser, substantially in the form of the guaranty attached as Exhibit 1 and for the amount set forth in Schedule 4.2 for each Manager;
“ Managers’ Escrow Agreements ” means the escrow agreement to be entered into with a bank escrow between the Purchaser, on the one hand, and each of François Varagne, Maurice-Antoine Jonglez, Jacques Davoine, Yves de Gérard, Alain Duprez, Eric Jagerschmidt, Augustin Sarragallet, Georges Sciberras and Gwenaël Bousquet, on the other hand, substantially in the form of the escrow agreement attached as Exhibit 1 and for the Managers’ Escrow Amount;
“ Managers’ Escrow Amount ” means the amount set forth in Schedule 4.2 for each Manager concerned by the Managers’ Escrow Agreements;
“ Material Adverse Change ” means (i) the insolvency of any of the Group Companies or Group Subsidiaries, or the appointment of an ad hoc trustee or of a conciliator pursuant to Articles L.611 -3 and following of the French Code de commerce or any proceeding provided by Articles L. 620-1 and following of the French Code de commerce ; and/or (ii) a general suspension of, or limitation on prices for, trading securities on the New York Stock Exchange, or a declaration of a banking moratorium or any suspension in payments in respect of banks in the United States or in Europe, or any limitation (whether or not mandatory) on the extension of credit by banks or other lending institutions in the United States or in Europe, in each case preventing any Party from consummating the Transaction; and/or (iii) any act, fact, circumstance or event invalidating, or liable to invalidate, or preventing the sale of the Shares under the terms and conditions hereof; and/or (iv) the existence of any facts circumstances or exceptional events, including earthquakes, floods, storms, war, work stoppages or labor strikes, destruction of a major storage facility as a result of a gas explosion, fire or terrorist attack, (excluding changes in the coefficient for harshness of the climate), that either together or separately, (A) may occur in or affect the operation of any Group
Companies, or/and Group Subsidiaries, and (B) (1) which has resulted, or is reasonably foreseeable over a one-year period to result, in the reduction of the EBITDA of the Company on an annualized basis, by more than 18 (eighteen) million euros on an aggregate basis when compared to the EBITDA of the Company that would have been regularly booked at the Company’s fiscal year end in the absence of said fact or event or (2) makes it impossible for any Party to consumate the Transaction;
“ Material Adverse Consequences ” means any material adverse consequence on the business, operations, condition (financial or otherwise), assets or liabilities of the Business or of any of the Group Companies (taken as a whole) without regard to the definition of Material Adverse Change;
“ Material Contracts ” means all of the contracts or agreements set forth on Exhibit 10.3.10(a)(i), which include any and all contracts and agreements (i) pursuant to which yearly payments over 1,000,000 (one million) euros are due by and/or made to any of the Group Companies and/or Group Subsidiaries, (ii) whose duration, excluding customer contracts other than those that qualify under (i) above, exceeds one year, and pursuant to which payments of 500,000 (five hundred thousand) euros per year are due by and/or made to any Group Companies and/or Group Subsidiaries, (iii) which are lease agreements pursuant to which payments of 50,000 (fifty thousand) euros per year are due by and/or made to any Group Companies and/or Group Subsidiaries, (iv) entered into by and between PAI, or any of its Affiliates, on the one hand, and any of the Group Companies or Group Subsidiaries, on the other hand, (v) which provide for a termination indemnity greater than 150,000 (one hundred fifty thousand) euros, and (vi) which include a surety, endorsement, guarantee, indemnity (including a guarantee of liabilities) granted by any of the Group Companies or any of the Group Subsidiaries to another Person, in an amount greater than 750,000 (seven hundred fifty thousand) euros;
“ Medit ” means Medit Mediterranea GPL S.r.L, a company incorporated under the laws of Italy with a share capital of €150,000, whose registered office is at Via Tadini 2, 28100 Notara, Italy;
“ Medit Joinder Agreement ” has the meaning set forth in Clause 7.5.2;
“ Net Debt ” has the meaning set forth in paragraph 1 of Schedule B;
“ Notional Working Capital ” has the meaning set forth in paragraph 2.1 of Schedule B;
“ Outside Date ” means the date which is ninety 90 days after the date of this Agreement;
“ PAI ” has the meaning set forth in the presentation of the Parties above;
“ PAI Escrow Amount ” means 12,059,670 (twelve million fifty-nine thousand six hundred and seventy) euros;
“ PAI Escrow Agreement ” has the meaning set forth in Clause 4.2.1;
“ PAI Guarantee ” has the meaning set forth in Clause 4.2.1;
“ Parties ” has the meaning set forth in the presentation of the parties above;
“ Payment Account Details ” means, in relation to any payment to be made under or pursuant to this Agreement, the name, account number, sort code, account location and other details specified by the payee and necessary to effect payment to the payee;
“ Person ” means an individual, a partnership, a joint venture, a corporation, a business trust, a limited liability company, a trust, an unincorporated organization, a joint stock company, a labor union, an estate, a Governmental Entity or any other entity;
“ Pre-Closing Statement ” has the meaning set forth in Clause 4.1.2;
“ Properties ” has the meaning set forth in Clause 10.3.5;
“ Purchaser ” has the meaning set forth in the presentation of the Parties above;
“ Purchaser’s Accountant ” means PricewaterhouseCoopers;
“ Revised Draft Closing Statement ” has the meaning set forth in paragraph 3.2 of Schedule B;
“ SEC ” has the meaning set forth in Clause 7.2.9(a);
“ Securities Act ” has the meaning set forth in Clause 7.2.9(a);
“ Sellers ” has the meaning set forth in the presentation of the Parties above;
“ Sellers’ Accountant ” means Ernst & Young;
“ Sellers’ Representative ” has the meaning set forth in Clause 16.1;
“ Senior Debt ” means the senior debt of the Company pursuant to the senior facilities agreement entered into on 26 June 2003 as amended and the agreements and documents entered into pursuant thereto;
“ Shares ” has the meaning set forth in paragraph (C) of the recitals above;
“ Shareholders’ Agreement ” means the shareholders’ agreement relating to the Company entered into on 9 April 2002 among PAI, the Purchaser, Medit and Financière AGZ;
“ Taxes ” means all taxes, value added tax, professional tax, and other taxes, duties, contributions, fees, and withholding (whether it be fiscal, para-fiscal, customs, social security, unemployment, retirement or others), and any penalty, interest and other costs related thereto;
“ Transaction ” has the meaning set forth in paragraph (C) of the recitals above;
“ Transportation Contracts ” has the meaning set forth in Clause 10.3.10;
“ UGI Corp. ” has the meaning set forth in the presentation of the Parties above;
“ UGI Escrow Agreement ” has the meaning set forth in Clause 4.2.1;
“ UGI Escrow Amount ” means 12,059,670 (twelve million fifty-nine thousand six hundred and seventy) euros;
“ UGI Guarantee ” has the meaning set forth in Clause 4.2.1;
“ Unaudited Interim Financials ” has the meaning set forth in Clause 7.2.9(b);
“ Working Capital ” has the meaning set forth in paragraph 2.2.1 of Schedule B;
“ Working Capital Adjustment ” means the Working Capital less the Notional Working Capital (such a figure being either positive or negative);
“ 2003 Accounts ” means the audited consolidated statements of income, balance sheets and statements of cash flow of the Company, together with the accompanying notes thereto, as of and for the 12-month period ended on 31 March 2003, for said twelve-month period, a copy of which is attached as Schedule B1.
2 Principles of Construction
2.1 In this Agreement unless otherwise specified:
2.1.1 references to clauses, sub-clauses, paragraphs, sub-paragraphs, exhibits and schedules are to clauses, sub-clauses, paragraphs, sub-paragraphs of, and exhibits and schedules to, this Agreement unless otherwise indicated;
2.1.2 references to an “entity” shall be construed so as to include any entity, wherever and however incorporated or established;
2.1.3 references to any French legal term for any action, remedy, method of judicial proceedings, legal document, legal status, court, official, or any legal concept or thing shall in respect of any jurisdiction other than France be deemed to include what most nearly approximates in that jurisdiction to the French legal term;
2.1.4 whenever the words “include,” “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;
2.1.5 the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;
2.1.6 any reference to any other document is a reference to that other document as amended, varied, supplemented, or novated (in each case, other than in breach of the provisions of this Agreement) at any time; and
2.1.7 any reference to a person causing another person to do something or not to do something shall be construed as a porte-fort obligation.
2.2 The Schedules and Exhibits form part of this Agreement and have the same force and effect as if set out in the body of this Agreement, and any reference to this Agreement shall include the Schedules and Exhibits.
2.3 The meanings of the defined terms are applicable to both the singular and plural forms thereof.
2.4 The headings used in this Agreement have been adopted by the Parties for ease of reference only and the Parties declare that these headings are not to be comprised in this Agreement and shall not in any event influence the meaning or interpretation of this Agreement.
2.5 When calculating the period of time within which or following which any act is to be done or step taken, the rules described in articles 640 to 642 of the French Nouveau code de procédure civile shall be applied.
2.6 Unless the context otherwise requires, any reference to a statutory provision shall include such provision as it exists and is construed as of the date of this Agreement.

SECTION II - SALE AND PURCHASE

3 Sale and Purchase of the Shares

Subject to the Conditions Precedent, the Sellers (each as to the Shares which such Seller owns) agree to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Sellers, all of the Shares with all rights attached or accruing to them at Closing, for a price per AGZ Share equal to the AGZ Share Price and a price per FA Share equal to the FA Share Price.

4 Determination of the Estimated Per Share Purchase Price and Closing Payment
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4.1 Determination of the Estimated Per Share Purchase Price

For the purpose of determining the Closing Payment, the amount of the Net Debt, the Working Capital, the Capital Expenditure Adjustment and the Fixed Asset Supplier Adjustment shall be estimated in good faith by the Finance Director of Antargaz, Yves de Gérard as of the date hereof, reviewed by the Sellers’ Representative and the Purchaser and finally determined by the Sellers’ Representative or the Expert Accountant, in each case applying the definitions set forth in Clause 1 and Schedule B and the principles of calculation set forth in

Clause 5.4 and Schedule B (respectively the “ Estimated Net Debt ”, the “ Estimated Working Capital ”, the “ Estimated Capital Expenditure Adjustment ” and the “ Estimated Fixed Asset Supplier Adjustment ”), all in accordance with the provisions of Clause 4.1.2.

4.1.2 Pre-Closing Statement

On the fifth Business Day prior to Closing, the Finance Director of Antargaz shall, at the request of the Sellers’ Representative, deliver to the Purchaser and the Sellers’ Representative a statement in the form of spreadsheet (the “ Pre-Closing Statement ”) setting out:

(i) the Estimated Net Debt, the Estimated Working Capital Adjustment, the Estimated Capital Expenditure Adjustment and the Estimated Fixed Asset Supplier Adjustment;
(ii) the amount of the estimated Equity Value, equal to:
(1) 655,000,000 (six hundred fifty five million) euros,
(2) Estimated Net Debt,
(3) Estimated Working Capital Adjustment,
(4) the sum of 10,200,000 (ten million two hundred thousand) euros and the Bridge Financing Commitment Fee,
(5) Estimated Capital Expenditure Adjustment
(6) Estimated Fixed Asset Supplier Adjustment,

(the “ Estimated Equity Value ”);

(iii) the estimated purchase price per Share shall be equal to the following amounts:
(a) with regards to each AGZ Share: (Estimated Equity Value + BSAs Exercise Price) / 37,076,387 (the “ Estimated AGZ Share Price ”);
(b) with regards to each FA Share: ((Estimated Equity Value + BSAs Exercise Price) x 0.07360167 – BSAs Exercise Price) / 1,564,490 (the “ Estimated FA Share Price ”); and
(iv) the amount to be paid on Closing determined as set out in Clause 4.1.3 (the “ Closing Payment ”), together with the Payment Accounts Details provided by PAI as Sellers’ Representatives.

The Purchaser and the Sellers’ Representative shall have one (1) Business Day from the receipt thereof to review the Pre-Closing Statement and use their respective good faith efforts to agree on any modification thereof. For this purpose, the Purchaser and the Sellers’ Representative shall have access to any

documentation, books, records and accounts relevant to the preparation of the Pre-Closing Statement.

Failing agreement between the Purchaser and the Sellers’ Representative, the Pre-Closing Statement shall be finally determined by the Sellers’ Representative acting in good faith, except in the event that the disagreement is for an amount in excess of 3,000,000 (three million) euros, in which case the Pre-Closing Statement shall be finally determined by the Expert Accountant within two (2) Business Days following the Business Day referred to in the preceding paragraph.

4.1.3 Determination of the Closing Payment to Sellers

The Closing Payment shall be equal to the sum of:

(i) the Estimated AGZ Share Price multiplied by the number of AGZ Shares sold by the Sellers, i.e. 24,043,250, minus the PAI Escrow Amount, if applicable pursuant to Clause 4.2.1; and
(ii) the Estimated FA Share Price multiplied by the number of FA Shares sold by the Sellers, i.e. 1,552,371, minus the Managers’ Escrow Amount.

The Closing Payment shall be allocated among the Sellers in accordance with Schedule 4.2, provided that the Managers’ Escrow Amount shall be deducted solely from the fraction of the Closing Payment payable to the relevant Managers pursuant to such Schedule 4.2.

4.2 Closing Payment to Sellers; Payment of Escrow Amounts
4.2.1 Unless otherwise decided by PAI and the Purchaser, each of PAI and the Purchaser shall, at the Closing Date, as a guarantee for the possible payment of their share in the AGZ Share Price Adjustment and FA Share Price Adjustment, place into escrow the PAI Escrow Amount and the UGI Escrow Amount respectively, pursuant to the escrow agreement substantially in the form of Exhibit 4.2.1(i) (the “ PAI Escrow Agreement ” and the “ UGI Escrow Agreement ”), or alternatively at the election of either PAI or the Purchaser deliver a bank guarantee substantially in the form of Exhibit 4.2.1(ii) (the “ PAI Guarantee ” and the “ UGI Guarantee ”).
4.2.2 At Closing, the Purchaser shall make the Closing Payment to PAI as Seller and in its capacity as Sellers’ Representative pursuant to the Payment Accounts Details, as set out in the Pre-Closing Statement, which shall be credited no later than 12:00 pm (Paris time) on the Closing Date to the account so specified in the Pre-Closing Statement.
4.2.3 At Closing, the Purchaser shall pay the Managers’ Escrow Amount as a guarantee for the possible payment of the relevant Managers’ share in the FA Share Price Adjustment to an escrow account pursuant to the Managers’ Escrow Agreements.

At Closing, if applicable pursuant to Clause 4.2.1, the Purchaser shall pay the PAI Escrow Amount and the UGI Escrow Amount to the escrow account pursuant to the PAI Escrow Agreement and UGI Escrow Agreement.

4.2.4 The Closing Payment shall be allocated by the Sellers’ Representative among the Managers as set out in Schedule 4.2, the Sellers’ Representative assuming responsibility for the due payment to the Managers as Sellers, without possible recourse by PAI or any other Seller against the Purchaser.
5 Post-Closing Adjustment
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5.1 Closing Statement

As soon as practicable following the Closing, but no later than seventy-five (75) calendar days after the Closing Date, the Purchaser shall deliver to the Sellers’ Representative (a) the Closing Accounts, (b) a draft of the Closing Statement, which draft of the Closing Statement shall have been prepared by the Company in accordance with Schedule B (the “ Draft Closing Statement ”) and reviewed and approved by the Purchaser, and (c) the Purchaser’s account details to the extent required pursuant to Clause 5.3.

5.2 Determination of the Closing Statement
5.2.1 The Draft Closing Statement (or the Revised Draft Closing Statement, as the case may be) as agreed or determined pursuant to Schedule B:
(i) shall constitute the Closing Statement for the purposes of this Agreement; and
(ii) shall be final and binding on the Parties.
5.2.2 (i) The Net Debt, the Working Capital Adjustment, the Capital Expenditure Adjustment and the Fixed Asset
Supplier Adjustment shall be derived from the Closing Statement.
(ii) The Closing Statement shall further set out the amount of the Equity Value.
(iii) The purchase price per Share shall be equal to the following amounts:
(a) with regards to each AGZ Share: (Equity Value + BSAs Exercise Price) / 37,076,387 (the “AGZ Share Price” );
(b) with regards to each FA Share: ((Equity Value + BSAs Exercise Price) x 0.07360167) – BSA Exercise Price) / 1,564,490 (the “FA Share Price ”).
5.3 Adjustment
5.3.1 Determination of the adjustment relating to the AGZ Share Price and FA Share Price

The adjustment relating to the AGZ Share Price shall be equal to the difference between the AGZ Share Price and the Estimated AGZ Share Price (the “ AGZ Share Price Adjustment ”).

The adjustment relating to the FA Share Price shall be equal to the difference between the FA Share Price and the Estimated FA Share Price (the “ FA Share Price Adjustment ”).

5.3.2 Positive Adjustment
(i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are positive amounts (i.e., the AGZ Share Price and FA Share Price are greater than the Estimated AGZ Share Price and the Estimated FA Share Price, respectively), the Purchaser shall pay to the Sellers an additional amount per AGZ Share and FA Share equal to the following:
(a) with regard to AGZ Shares, the AGZ Share Price Adjustment multiplied by the number of AGZ Shares sold by the Sellers, i.e., 24,043,250;
(b) with regard to FA Shares, the FA Share Price Adjustment multiplied by the number of FA Shares sold by the Sellers, i.e., 1,552,371.

The adjustments shall be allocated to the Sellers in accordance with Schedule 4.2.

(ii) Within three (3) Business Days after the date on which the process described in Schedule B for the determination of the Closing Statement is complete, the payments referred to in the above paragraph shall be made (a) with regards to the Managers, to PAI as Sellers’ Representative to PAI’s account as specified in the Payment Accounts Details and (b), with regard to PAI, either (i) directly by the Purchaser to PAI or, failing which, via PAI’s draw on the UGI Guarantee, if applicable, or (ii), if applicable, via the release of an amount of the UGI Escrow Amount equal to the adjustments determined pursuant to Clauses 5.3.2(i)(a) and 5.3.2(i)(b) (regarding the Shares sold by PAI), to PAI’s account as specified in the Payment Accounts Details. Simultaneously with the payments required by this Clause 5.3.2, the Managers’ Escrow Amount and, if applicable, the PAI Escrow Amount and the balance of the UGI Escrow Amount, shall be released, respectively, to the relevant Managers, PAI and the Purchaser via wire transfer in accordance with the account details to be provided by them to bank/escrow agent for and under the Managers’ Escrow Agreements and, if applicable, the PAI Escrow Agreement and UGI Escrow Agreement; in addition, the Managers’ Guarantees and, if applicable, the PAI Guarantee shall be released and surrendered by the Purchaser to the Sellers’ Representative.

No later than two (2) Business Days following the date of payment by the Purchaser of the adjustments, PAI shall allocate to the Managers their respective shares of the adjustments based on the allocation set forth in Schedule 4.2, PAI assuming responsibility, for this payment, without possible recourse by PAI or any other Seller against the Purchaser.

5.3.3 Negative Adjustment
(i) If the AGZ Share Price Adjustment and the FA Share Price Adjustment are negative amounts (i.e., the Estimated AGZ Share Price and the Estimated FA Share Price are greater than the AGZ Share Price and FA Share Price, respectively), the Sellers shall pay to the Purchaser an amount per AGZ Share and FA Share equal to the following:
(a) with regard to AGZ Shares, the AGZ Share Price Adjustment multiplied by the number of AGZ Shares sold by the Sellers, i.e., 24,043,250;
(b) with regard to FA Shares, the FA Share Price Adjustment multiplied by the number of FA Shares sold by the Sellers, i.e., 1,552,371.
The adjustments shall be allocated to the Sellers in accordance with Schedule 4.2.

Within three (3) Business Days after the date on which the process described in Schedule B for the determination of the Closing Statement is complete, the payments referred to in the above paragraph shall be made (a) with regard to the relevant Managers, via the release of an amount of the Managers’ Escrow Amount equal to the adjustment determined

pursuant to Clauses 5.3.3(i)(b) regarding the FA Shares sold by these Managers to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement, (b) with regard to the other Managers, by such other Managers directly (or, failing which, through the Purchaser’s draw on their respective Managers’ Guarantee) to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement and (c), with regard to PAI, either (i) directly by PAI to the Purchaser or failing which, via UGI’s draw on the PAI Guarantee, if applicable, or (ii), if applicable, via the release of an amount of the PAI Escrow Amount equal to the adjustment determined pursuant to Clauses 5.3.3(i)(a) and (b) regarding the Shares sold by PAI to the Purchaser’s account, the details of which shall accompany the Purchaser’s delivery of the Closing Statement. Simultaneously with the payments required by this Clause 5.3.3, the balance of the Managers’ Escrow Amount and, if applicable, the balance of the PAI Escrow Amount and the UGI Escrow Amount shall be released respectively to the relevant Managers, PAI and the Purchaser via wire transfer in accordance with the account details to be provided by them to bank/escrow agent for and under the Managers’ Escrow Agreements and (if applicable) the PAI Escrow Agreement and the UGI Escrow Agreement.

5.3.4 For the avoidance of doubt the Parties shall remain liable to pay the amounts due by them, respectively, under Clauses 5.3.2 and 5.3.3, which have not been fully paid out of the relevant escrow amounts or guarantees.
5.4 No double counting

No item shall be taken twice into account for purposes of computing the AGZ Share Price, the Estimated AGZ Share Price, the FA Share Price or the Estimated FA Share Price.

6 Conditions Precedent

The obligation of the Sellers and of Purchaser to complete the purchase and sale of the Shares pursuant to this Agreement is subject to the satisfaction of certain conditions (the “ Conditions Precedent ”), which are listed below (unless waived by the Party or Parties, as the case may be, benefiting from the relevant Condition Precedent).

6.1 The absence of any notification and/or information received by any of the Group Companies from any Financing Party alleging a material breach under, requesting the termination, acceleration, and/or early repayment of, existing loans or credit facilities and/or the redemption of existing instruments currently issued by any of the Group Companies pursuant to the Financing Documents for an aggregate amount in excess of 2,000,000 (two million) euros (excluding, for the purpose of this clause, any notification and/or information pursuant to those Financing Documents which relate to the Senior Debt or the High Yield Notes, because of the contemplated change of control of the Company).

(i) No preliminary or permanent injunction or other order issued by, and no proceeding, litigation, investigation or judgment, writ, ruling, decree, stipulation or award of any (A) state, local, municipal, foreign or other government; (B) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal); or (C) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, including any arbitral tribunal (“ Governmental

Entity ”) and (ii) no federal, state, local or foreign statute, law (including environmental laws), ordinance, regulation, rule, code, order, principle of common law, judgment enacted, promulgated, issued, enforced or entered by any Governmental Entity, or other requirement or rule of law, shall be, as of the Closing Date, in effect or pending which materially delays, restrains, enjoins or otherwise prohibits or seeks to materially restrain, enjoin or otherwise prohibit the Transaction.

6.3 Following the date hereof, no change, event or occurrence shall have occurred that constitutes a Material Adverse Change.
6.4 The representations and warranties of the Sellers under Clause 10 shall be true and correct as of the Closing Date and the Sellers shall have performed their covenants, obligations and agreements contained in this Agreement required to be performed by them prior to or at the Closing Date unless the failure of such representations and warranties to be true and correct and the breach of covenants, obligations and agreements, individually or in the aggregate, would not have Material Adverse Consequences, without regard to the definition of Material Adverse Change or any materiality qualification contained in the relevant representation, warranty, covenant, obligation or agreement. PAI and the Executive Managers shall also have delivered to the Purchaser certificates to this effect.
6.5 The Purchaser shall have received evidence that (i) the relevant corporate body of Financière AGZ has authorized the sale of the FA Shares and approved the Purchaser as a transferee of the FA Shares, in accordance with the articles of incorporation and bylaws of Financière AGZ, and (ii) the Company, Antargaz and Financière AGZ have called shareholders’ meetings to deliberate on the agenda mentioned in Clause 7.2.4 to be held no later than the Closing Date. The Purchaser shall have received a copy of the register of shareholders of Financière AGZ certified as true and correct by its Chairman (“Président”) as of the Closing Date certifying that all the Sellers who sell FA shares to the Purchaser are registered as shareholders of Financière AGZ for the number of FA Shares sold, as indicated in Schedule 4.2 (including their successors), and that no Encumbrances are registered in the register of shareholders of Financière AGZ with respect to the FA Shares.
6.6 UGI Corp. shall have received the documents contemplated to be received by UGI Corp. under Clause 7.2.9 (financial statements, consent letter and comfort letter) to carry out the equity offering described in the last paragraph of Clause 7.2.9(a) prior to the Closing Date.
7 Pre-Closing Matters and Covenants
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7.1 Ordinary Course of Business

The Sellers, to the extent of their respective powers and authorities as directors, managers or shareholders of the Group Companies, undertake to procure that, between the date hereof and the Closing Date, save in so far as agreed upon in writing by the Purchaser or contemplated under the terms of this Agreement (such agreement not to be unreasonably withheld or delayed), the Business will be carried on and the Group Companies will be managed in the ordinary course and in a prudent and diligent manner ( en bon père de famille ) and any Material Adverse Change affecting any of the Group Companies and for which the Sellers have Knowledge will be notified promptly in writing to the Purchaser.

Each of the Sellers further procure, to the extent of their respective powers and/or authority as shareholders, directors or employees of the Group Companies, that, other than in the ordinary course or except with the prior written consent of the Purchaser:

(i) the Group Companies shall not (a) make any change to their articles of association, save for the change of the registered office of the Company and Financière AGZ to be transferred to that of Antargaz on or prior to Closing or (b) agree or vote to make any changes to the articles of association, shareholders’ agreement or internal rules ( règlement intérieur ) of any Group Subsidiary;
(ii) the Group Companies shall not issue share capital or securities (or rights giving rise to any share or securities of the Group Companies) other than to another Group Company; the Company shall not amend the terms and conditions of the BSAs and Financière AGZ shall not exercise the BSAs;
(iii) the Company or Financière AGZ shall not decide or pay any dividend or other distribution to their shareholders, except as set forth in Clause 7.2.11;
(iv) the Group Companies shall honor in all material respects their commitments and ensure the recovery of amounts that are owed to them and the payment of amounts that they owe in accordance with their previous practice;
(v) except as provided in paragraph (viii) below, the Group Companies shall not sell, transfer, distribute, lease or pledge, or agree to sell, transfer, distribute, lease, pledge or permit any Encumbrance on, any of their material property, except inventory, which may be sold, transferred, leased or distributed in the ordinary course consistent with the Group Companies’ past practices, or any of the securities owned by the Group Companies (including those of any Group Company or Group Subsidiary);
(vi) the Group Companies shall not change (A) the accounting principles and methods that were used by them during the past three fiscal years or (B) the account numbers associated with the Net Debt, Working Capital and Fixed Asset Supplier Amount, as set forth on Schedule B;
(vii) the Group Companies shall not grant any increase in the salary or the benefits that their employees receive, outside those resulting from applicable collective bargaining agreements or in the ordinary course consistent with past practice and shall not modify the collective status of the personnel;
(viii) the Group Companies shall not grant to anyone (other than another Group Company) nor accept from anyone (other than another Group Company) a loan, guarantee, support, lien for an amount exceeding in the aggregate 2,000,000 (two million) euros, or more generally take any decision which result in an increase of their financial indebtedness of an amount exceeding in the aggregate 2,000,000 (two million) euros;
(ix) the Group Companies shall make capital expenditures for the period between 31st March 2003 and 31st March 2004 not to exceed 25,000,000 (twenty five million) euros in the aggregate consistent with past practices and the Group Companies’ capital expenditure budget as previously communicated to the Purchaser;
(x) the Group Companies shall not amend or alter to a material extent, or assign or terminate any of the Material Contracts or any of the Financing Documents to a material extent, or waive any material rights under any Material Contracts or any of the Financing Documents;

the Group Companies shall not acquire, or agree to acquire, by merger, consolidation, contribution, purchase of stock or substantially all of the assets or

otherwise any business or company (be it a corporation, partnership, association or other business organization);

(xii) the Group Companies shall not dissolve or enter into any plan of liquidation or dissolution or similar proceeding;
(xiii) the Group Companies shall not sell or transfer any patent, trade name or trademark (provided that the foregoing shall not restrict any licenses granted in the ordinary course of business);
(xiv) the Group Companies shall not transfer or close any storage or distribution facility;
(xv) the Group Companies shall not settle any claim made by any of the Group Companies against a third Person or any claim against any of the Group Companies, when the value of any such claim exceeds 250,000 (two hundred fifty thousand) euros, in particular and irrespective of their individual amount, any tax claim against any of the Group Companies relating to any business tax ( axe professionnelle ) reassessment by reason of intangible fixed assets referred to under section 2.1.2 (d) of the guaranty agreement dated February 16, 2001 among EAF, Elf Aquitaine and the Company;
(xvi) the Group Companies shall not execute any agreements under conditions that are abnormal, unusual or financially excessive;
(xvii) the Group Companies shall not enter into any contract or commitment to do or engage in any of the foregoing;
(xviii) the Group Companies shall comply in all material respects with all the applicable regulations, orders and decrees of any Governmental Entity including (without limitation to) the applicable labor, safety and environmental regulations pertinent to the conduct of the Business.
7.2 Other obligations, covenants and rights of Sellers prior to Closing

From the date hereof until the Closing Date:

7.2.1 PAI shall purchase the shares held in the Company and in Antargaz by its AGZ Directors and its Antargaz Directors respectively or terminate the share loan agreements entered into with these directors;
7.2.2 Each Seller individually undertakes not to transfer or grant or permit any Encumbrance or grant any option with respect to any Share (other than pursuant to a transfer for reasons outside the control of the Seller, such as a transfer by reason of death) between the date hereof and Closing to any person other than another Seller (without prejudice to any obligation any Seller may have under the shareholders’ agreement relating to Financière AGZ and the Call Option Agreements).
7.2.3 Each Seller whose Shares are subject to a pledge in favour of a third party undertakes to obtain release of such pledge as soon as possible from the date hereof, and in any event at the latest immediately prior to the Closing Date.
7.2.4 PAI shall procure the convening of the shareholders’ meetings of the Company, Antargaz and Financière AGZ to be held on the Closing Date to approve the appointment of new directors designated by the Purchaser.
7.2.5 The Sellers will use all reasonable endeavours to cooperate with the Purchaser in order to retain the key employees and officers within the Group Companies identified by the Purchaser. The Sellers will keep the Purchaser informed as soon as they are aware of any resignation of any such key employee and/or officer, or his/her intention to do so.
7.2.6 PAI and, subject to PAI’s prior written consent following a request from the Purchaser, each of the other Sellers, in its respective capacity as shareholder, director, manager or employee of any of the Group Companies, will cooperate with and use its best efforts to permit the Purchaser and Purchaser’s counsel, the Arranger, accountants, consultants, financial advisers and investment bankers and other representatives to have meetings with the Managers and have reasonable access to any information concerning the Group Companies and the Business as Purchaser may reasonably request, provided that the foregoing shall not affect the rights of the Purchaser under Clause 4.1.2.
7.2.7 PAI undertakes to provide the Purchaser, as soon as available, with any monthly financial statements relating to the Company in the form given to the Oversight Committee.
7.2.8 Each of the Sellers shall give prompt notice (but in any event no later than ten (10) Business Days after discovery after the date hereof and subject to such discovery) to the Purchaser of (a) the occurrence of any event which occurrence would cause any representation and warranty of the Sellers under Clause 10 to be untrue or inaccurate in any material respect, (b) any information contained in the representations and warranties of the Sellers contained in Clause 10 (including Exhibits thereto) which is no longer correct in all material respects (which notice may be provided by amending or updating Exhibits if appropriate), (c) any material failure of the Sellers to comply with or satisfy any covenant, obligation or agreement to be complied with or satisfied by them under this Agreement and (d) any development that occurs before the Closing, which could result in a Material Adverse Change.

Such notice shall be deemed to modify the representations and warranties of the Sellers for purposes of Clause 6.4, as long as (a) the Sellers had no Knowledge as of the date hereof of the relevant event, information or matter so disclosed, (b) the relevant event, information or matter so disclosed does not result from a breach by the Sellers of any of their covenants, obligations or agreements under Clause 7, and (c) the relevant event, information or matter so disclosed does not constitute a Material Adverse Change.

Such notice shall not be deemed to cure any breach of any covenant, obligation or agreement under this Agreement.

(a) Each of the Sellers and the Purchaser covenants and agrees, to the extent of its respective powers, roles and responsibilities (e.g., the Purchaser providing or procuring assistance with respect to reconciliation efforts), to use commercially reasonable efforts to cause the statutory auditors of the Company to deliver (to the extent they have not done so prior to the date hereof) to the Purchaser, as soon as possible but in any event no later than February 20, 2004 (the “ Financial Statements Delivery Date ”), true and complete copies of the 2003 Accounts. The 2003 Accounts shall be prepared in conformity with French accounting statutes and regulations and

with generally accepted accounting principles in France and the requirements of Item 17 of Form 20-F under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and shall include a reconciliation to United States generally accepted accounting principles in conformity with the requirements of Item 17 of Form 20-F under the Exchange Act. Each of the Sellers and the Purchaser (again to the extent of their respective powers, roles and responsibilities) covenants and agrees to use commercially reasonable efforts to (i) enable and to cause the statutory auditors of the Company to consent no later than on the pricing date to (A) the incorporation of their report on the 2003 Accounts as so prepared into any registration statements of each of the Purchaser and UGI Corp. filed with the U.S. Securities and Exchange Commission (the “ SEC ”) under the Securities Act of 1933 as amended (the “ Securities Act ”), or the inclusion of such report into any report, proxy statement or information statement of the Purchaser or UGI Corp. filed pursuant to the Exchange Act; and (B) being named as an expert in any registration statements filed by either or both of the Purchaser or UGI Corp. with the SEC under the Securities Act in which their report is included or incorporated by reference, or in any report, proxy statement or information statement of the Purchaser or UGI Corp. filed pursuant to the Exchange Act in which such report is included and (ii) provide any representations or take any actions reasonably necessary for the independent accountants to issue the comfort letters referred to below (it being understood that such representations will be based upon the facts and circumstances of the Company prevailing at the time of representation).

Each of the Sellers and the Purchaser covenants and agrees, to the extent of its respective powers, roles and responsibilities, to use commercially reasonable efforts to cause the Company’s statutory auditors (i) to cooperate with, and furnish to, the arranger or underwriter involved in any public offering of securities by UGI Corp. in connection with the Transaction (the “ Arranger ”), “comfort letters” as would customarily be provided in France to such an Arranger in connection with any public offering or private placement of securities of UGI Corp. and (ii) to enter into an agreement with the Company providing for the delivery of such comfort letter no later than on the pricing date.

Each of the Sellers and the Purchaser covenants and agrees to the extent of its respective powers, roles and responsibilities (e.g., the Purchaser providing or procuring assistance with respect to reconciliation efforts) to use commercially reasonable efforts to cause the statutory auditors of the Company to deliver (to the extent it has not done so prior to the date hereof) to the Purchaser (i) on Financial Statements Delivery Date, true and complete copies of the unaudited consolidated balance sheet of the Company as of September 30, 2003 and the related statements of income, cash flow, equity and comprehensive income for the interim period ending on such balance sheet date and for the comparable interim period of the 2003 fiscal year, including the notes thereto, and (ii) as soon as practicable after the end of each interim period thereafter, but in any event no later than 50 days after the end of each interim period thereafter and prior to the Closing Date, unaudited consolidated balance sheets of the Company as of

the end of each of such fiscal quarters and the related statements of income, cash flow, equity and comprehensive income for the interim period ending on each such balance sheet date and for the comparable interim periods of the 2003 fiscal year, including the notes thereto (the financial statements to be delivered pursuant to clauses (i) and (ii), collectively, the “ Unaudited Interim Financials ”). The Unaudited Interim Financials shall be prepared in a manner consistent with the 2003 Accounts, including compliance with French accounting statutes and regulations and generally accepted accounting principles in France, as well as the requirements of Item 17 of Form 20-F under the Exchange Act, and shall include a reconciliation to United States generally accepted accounting principles in conformity with the requirements of Item 17 of Form 20-F, under the Exchange Act.

7.2.10 PAI will use all reasonable efforts to cause the Company to declare a dividend or complete a capital decrease by way of a share buy back for an amount to be agreed between PAI and the Purchaser, subject to such payment being permitted under the relevant Financing Documents and not triggering any unfavorable tax consequence to the shareholders of the Company or the Company itself.
7.3 Parties’ obligations prior to Closing
7.3.1 The Parties undertake to use all reasonable endeavours to ensure that the Conditions Precedent provided for under Clause 6.5 are fulfilled as soon as reasonably practicable and in any event by the Outside Date, or such later date as the Sellers and the Purchaser may agree upon in writing.
7.3.2 Either Party shall give prompt notice to the other of the satisfaction or fulfilment of, or the impossibility to fulfill, any of the Conditions Precedent and in any event no later than five (5) Business Days upon becoming aware of the same.
7.4 Mutual Covenants

Subject to the terms and conditions herein provided, each of the Parties agrees to use its best efforts to take or cause to be taken all necessary action in accordance with applicable law to ensure that the Conditions Precedent are satisfied and to perform in the most expeditious manner possible the Transaction.

7.5 Shareholders’ Agreement; Medit Joinder Agreement
7.5.1 The execution of this Agreement by the Purchaser and the Sellers shall not constitute or be deemed to constitute a waiver of any rights under, or an amendment to, the Shareholders’ Agreement by any Party who is a party thereto; provided, however, for the avoidance of doubt, that to the extent any term or provision of the Shareholders’ Agreement conflicts or is inconsistent with any term or provision of this Agreement, the relevant term or provision of this Agreement shall control. Each such Party waives, as of the completion of the Closing, any rights it may have under the Shareholders’ Agreement in relation to the Transaction, subject only to survival of possible claims with respect to the violation of any terms of the Shareholders’ Agreement by another party thereto before Closing. Except as provided in Clause 8.3.4, in the event the Transaction as contemplated hereunder is not consummated, the Shareholders’ Agreement shall remain in full force and effect without amendment or modification thereto or waiver thereunder.
7.5.2 Further to PAI’s exercise of its drag-along right vis-à-vis Medit under Article 14 of the Shareholders’ Agreement, the Purchaser undertakes to purchase the shares held by Medit in each of the Company and Financière AGZ under a share purchase agreement substantially in the form attached hereto as Schedule C (the “ Medit Joinder Agreement ”).
7.5.3 PAI undertakes to use its best efforts, including by taking any legal actions, to enforce its rights under the Shareholders’ Agreement regarding its exercise of its drag-along right vis-à-vis Medit, to cause Medit to sign the Medit Joinder Agreement and to deliver to the Purchaser the executed Medit Joinder Agreement as soon as possible prior to the Closing Date.
7.6 Amendment to Senior Debt

The Sellers’ Representative has delivered to the Purchaser the amendment, dated January 15, 2004, to the senior facilities agreement dated 26 June 2003 relating to the Senior Debt, receipt of which is acknowledged by the Purchaser.