EXHIBIT 10.2
Dated 7 July 2003
AGZ HOLDING
as Pledgor
CREDIT LYONNAIS
as Security Agent
and
THE SENIOR LENDERS
PLEDGE OF FINANCIAL INSTRUMENTS ACCOUNT
RELATING TO FINANCIAL INSTRUMENTS
HELD BY AGZ HOLDING IN ANTARGAZ
Shearman & Sterling LLP
Paris
[MAP]
THIS PLEDGE OF FINANCIAL INSTRUMENTS ACCOUNT (THE "PLEDGE") IS MADE ON 7 JULY
2003
BETWEEN:
(1) AGZ HOLDING, a French societe anonyme, registered with number 413 765 108
RCS Paris, and having its registered office at 43 avenue de l'Opera, 75002
Paris, France;
(hereinafter referred to as the "PLEDGOR");
(2) CREDIT LYONNAIS, a societe anonyme, registered with number 954 509 741 RCS
Lyon, and having its registered office at 18 rue de la Republique, 69002
Lyon and its head office at 19 boulevard des Italiens, 75002 Paris, acting
in its capacity as Security Agent under the Senior Facilities Agreement;
(hereinafter referred to as the "SECURITY AGENT");
(3) The banks and financial institutions named in schedule 1 (the "ORIGINAL
SENIOR LENDERS") and any bank or financial institution which may from time
to time become a Lender under the Senior Facilities Agreement;
(hereinafter, together, referred to as the "SENIOR LENDERS").
WHEREAS:
(A) Pursuant to a facilities agreement (hereinafter, as amended and restated
from time to time, and in particular pursuant to an amendment and
restatement agreement dated 2 July 2003, the "SENIOR FACILITIES
AGREEMENT"), dated 26 June 2003 and entered into between, among others,
(i) the Pledgor as the Parent, Borrower and Guarantor, (ii) the Original
Senior Lenders and (iii) Credit Lyonnais as Mandated Lead Arranger,
Facility Agent and Security Agent, the Original Senior Lenders have agreed
to make E 270,000,000 term and revolving credit facilities available
to the Borrowers (the "SENIOR FACILITIES").
(B) The Pledgor is a Borrower and a Guarantor under the Senior Facilities
Agreement.
(C) Under the provisions of the Finance Documents, it has been agreed that
certain of the Senior Lenders will act as hedging lenders (the "HEDGING
LENDERS") by entering into hedging agreements (the "HEDGING AGREEMENTS"),
inter alia, to hedge interest rate liabilities of the Parent under the
Senior Finance Documents.
(D) Pursuant to an intercreditor agreement dated 7 July 2003 between, among
others (i) the Pledgor, (ii) the Senior Lenders and (iii) certain other
parties named therein (as amended and restated from time to time, the
"INTERCREDITOR AGREEMENT"), the parties to the Intercreditor Agreement
have agreed, inter alia, that all proceeds realised as a result of the
exercise of security by the Security Agent should be applied in accordance
with an order of priority agreed between the parties thereto.
(E) It is a condition precedent to the availability of the Senior Facilities
that the Pledgor grant in favour of the Beneficiaries a pledge over the
Account.
IT IS AGREED AS FOLLOWS:
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1. DEFINITIONS AND INTERPRETATION
1.1 In this Pledge
"ACCOUNT" means the "Compte special" opened with the Company in the name
of the Pledgor as identified in the Declaration de Gage and on which the
Financial Instruments are registered and which indicates the pledge
hereunder in favour of the Beneficiaries;
"ARTICLE L. 431-4" means article L. 431-4 of the French Monetary and
Financial Code (Code Monetaire et Financier);
"BENEFICIARIES" means the entities identified in paragraph III of the
Declaration de Gage;
"BORROWER" means a Borrower under, and as defined in, the Senior
Facilities Agreement;
"COMPANY" means Antargaz, a French societe anonyme with a share capital of
E 3,935,349, registered with number 572 126 043 RCS Nanterre and having
its registered office at Immeuble Les Renardieres - 3 place de Saverne,
92400 Courbevoie, France;
"DECLARATION DE GAGE" has the meaning which is given to it in clause 2.4
of this Pledge.
"DISCHARGE DATE" means the date on which all of the Secured Liabilities
have been irrevocably and unconditionally discharged in full and none of
the Beneficiaries has any continuing obligation to any company in the
Group under or in connection with any of the Finance Documents;
"EVENT OF DEFAULT" means an event defined as an Event of Default in the
Senior Facilities Agreement;
"FINANCIAL INSTRUMENTS" means 516,440 ordinary shares of the Company held
by the Pledgor and any financial instruments or cash substituted therefor
in accordance with the terms of this Pledge;
"GUARANTOR" has the meaning given to it in the Senior Facilities
Agreement;
"HEDGING LIABILITIES" means Hedging Debt, as defined in the Intercreditor
Agreement;
"SECURED LIABILITIES" means all money and liabilities now or hereafter
due, owing or incurred to the Beneficiaries (or any of them) by the
Pledgor under the Senior Finance Documents (or any of them), and under
this Pledge in whatsoever manner in any currency or currencies whether
present or future, actual or contingent, whether incurred solely or
jointly with any other person and whether as principal or surety together
with all interest accruing thereon and all costs, charges and expenses
incurred in connection therewith;
"SECURITY PERIOD" means the period beginning on the date hereof and ending
on the Discharge Date; and
"SENIOR FINANCE DOCUMENTS" has the meaning given to it in the
Intercreditor Agreement.
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1.2 Capitalised terms used in this Pledge (including the Recitals) and not
otherwise defined herein shall have the meaning ascribed thereto in the
Intercreditor Agreement.
2. PURPOSE
2.1 As security for the repayment, discharge and performance of all the
Secured Liabilities, the Pledgor hereby pledges the Account in favour of
the Beneficiaries.
2.2 (a) In accordance with Article L. 431-4, the Financial Instruments shall
at all times include all of the Pledgor's rights, title, benefit and
interest in all securities which may be substituted for or received
in respect of the Financial Instruments, following or in connection
with, without limitations, exchanges, regroupings, splits, bonus
issues, subscriptions for cash or otherwise, and such securities
shall automatically be recorded on the Account without these
operations giving rise to a novation (novation) of the rights and
security the Security Agent holds under this Pledge, in any way
whatsoever.
(b) More generally, the Pledge shall extend to all stocks, Financial
Instruments, debentures, bonds, warrants, coupons or any other
securities issued by the Company of which the Pledgor may become the
holder at any time on any terms whatsoever.
2.3 (a) As an exception to clause 2.2 above and notwithstanding Article 2081
of the French Civil Code and Article L. 431-4, until an Event of
Default shall have occurred, the Pledgor shall have the right to
receive all and any payments and distributions made by the Company
in respect of the Financial Instruments and all such distributions
shall be paid to the Pledgor and shall not be paid to the Account.
(b) At any time after an Event of Default and upon notice from the
Security Agent to the Company and the Pledgor, all distributions
received or to be received by the Pledgor and all rights of the
Pledgor to receive distributions in respect of the Financial
Instruments shall be paid to an account designated in writing by the
Security Agent to the Company and the Pledgor.
2.4 The Pledgor shall take all necessary steps requested by the Security Agent
(including, without limitation, signature of the "Declaration de Gage de
compte d'instruments financiers" in the form set out in schedule 2) (the
"DECLARATION DE GAGE"), as soon as possible, so that following execution
of this Pledge:
(a) the Financial Instruments are transferred to the Account indicating
the pledge in favour of the Beneficiaries;
(b) the pledge granted over the Account under this Pledge is registered
in the share transfer register of the Company; and
(c) an "Attestation de constitution de gage de compte d'instruments
financiers" in the form set out in schedule 4 is delivered by the
Company to the Security Agent.
2.5 The pledge granted to the Beneficiaries under this Pledge is also granted,
in accordance with the provisions of Article 1121 of the French Civil
Code, in favour of the Hedging Lenders which, from the time of execution
of the Hedging Agreements, will be considered as a Beneficiary of the
Pledge without any formality other than the execution of a new Declaration
de Gage indicating,
3
in addition to the information appearing in schedule 2, the identity of
the Hedging Lenders and the Hedging Liabilities secured.
3. REPRESENTATIONS AND WARRANTIES
The Pledgor represents and warrants to the Security Agent and to each of
the Beneficiaries as at the date hereof and for the duration of the
Security Period, that:
(a) the Financial Instruments are registered, have been fully paid up,
represent (as of the date of this Pledge) 99.99% of the Company's
share capital and will continue to represent at all times (provided
such reduction is authorised pursuant to the Finance Documents) at
least 95.00% of the Company's share capital;
(b) it is the owner of the Account and the registered owner of the
Financial Instruments and it has not created, incurred or permitted
to subsist any Security Interest or other encumbrance whatsoever
over the Account or the other than the Security Interest granted
pursuant to this Pledge;
(c) there is no purchase option outstanding or in existence in relation
to all or part of the Financial Instruments, no scheme exists for
the purchase or subscription of Financial Instruments in the
Company, and more generally there exists no agreement by which the
Company has undertaken to issue new Financial Instruments or
securities giving access to the share capital of the Company, all
except as permitted under the Finance Documents;
(d) the Pledge has been approved by the Company pursuant to a board
resolution dated 18 June 2003;
(e) there is no shareholders' agreement, pre-emption clause nor any
other agreement or clause which would prevent the performance of
this Pledge in accordance with its terms;
(f) the payment of, or the provision of security for, the Secured
Liabilities by the Pledgor does not require any authorisation of any
authority whatsoever, including, without limitation, from the
administrative bodies of the Pledgor other than those previously
obtained and no authorisation from the administrative bodies of the
Pledgor or of the Company or of any authority whatsoever is required
for the enforcement of this Pledge; and
(g) this Pledge is valid and enforceable in accordance with its terms
and creates a pledge ranking above the rights that any other person
may have over the Account or the Financial Instruments or over the
proceeds of any sale of the Financial Instruments.
4. UNDERTAKINGS
4.1 For the duration of the Security Period, the Pledgor undertakes:
(a) not to transfer nor to sell the Financial Instruments, or any of
them, without the prior written consent of the Security Agent acting
on behalf of the Beneficiaries;
4
(b) not to create, incur or permit to subsist any Security Interest or
encumbrance of any sort whatsoever over the Account or the Financial
Instruments other than in favour of the Beneficiaries;
(c) save as otherwise permitted by the Finance Documents, to procure
that the Company shall not issue new Financial Instruments and more
generally to procure that the Company shall not change its share
capital;
(d) to the extent permitted under French law, not to exercise the voting
rights or to pass any resolutions attached to the Financial
Instruments which may adversely change the terms of the Financial
Instruments (or any class of them) or prejudice the Security
Interest created hereunder; and
(e) to take any action, carry out any formalities and more generally do
anything the Security Agent may reasonably consider necessary in
order to permit the Security Agent or the other Beneficiaries to
exercise, at any time, the rights and claims which it or the other
Beneficiaries hold by virtue of this Pledge.
4.2 Notwithstanding anything contained herein, the Pledgor shall remain liable
to observe and perform all of the conditions and obligations assumed by it
in respect of the Financial Instruments and the Account and none of the
Beneficiaries shall be required in any manner to perform or fulfil any
obligation of the Pledgor in respect of the Financial Instruments of the
Account or to make any payment received by them, or to receive any enquiry
as to the nature or sufficiency of any payment received by them, or to
present or to file any claim or take any other action to collect or
enforce the payment of any amount to which they may have been or to which
they may be entitled hereunder at any time or times.
5. ENFORCEMENT
Following the occurrence of an Event of Default and without prejudice to
any other right or action whatsoever which may be exercised or taken
independently or concurrently, the Security Agent, acting on behalf of the
Beneficiaries, may enforce its rights under the Pledge up to the limit of
the Secured Liabilities in accordance with article L. 521-3 of the Code de
Commerce and article 2078 of the French Civil Code.
6. DURATION
6.1 This Pledge shall remain in full force and effect throughout the Security
Period.
6.2 The Security Agent acting upon instructions of the Beneficiaries
undertakes to procure the release of the Pledge on or as soon as
practicable after the Discharge Date.
7. NOTICE
Except as specifically provided otherwise in this Pledge, any notice,
demand or other communication to be served under or in connection with
this Pledge shall be made in accordance with clause 18 (Notices) of the
Intercreditor Agreement.
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8. MISCELLANEOUS
8.1 This Pledge does not exclude or limit in any way the other rights of the
Security Agent or the other Beneficiaries and does not affect the nature
or the extent of the liabilities which have been or which may exist
between the Pledgor and the Security Agent or the other Beneficiaries.
8.2 Where any clause of this Pledge shall be or become illegal, invalid or
unenforceable it is agreed that the other provisions of this Pledge shall
remain legal, valid and enforceable against the parties to this Pledge
independently of the said illegal, invalid or unenforceable clauses.
8.3 No payment to the Security Agent and/or the other Beneficiaries whether
under any judgment or court order or otherwise shall discharge the
obligation or liability of the Pledgor unless and until the Security Agent
and/or the other Beneficiaries shall have received payment in full in the
currency in which the obligation or liability was incurred and to the
extent that the amount of any such payment shall on actual conversion into
such currency fall short of such obligation or liability expressed in that
currency the Security Agent and/or the other Beneficiaries shall have a
further cause of action against the Pledgor to recover the amount of the
shortfall.
8.4 In the event of a transfer by way of a novation of all or part of the
rights and obligations by the Beneficiaries under any Senior Finance
Document, the Beneficiaries expressly reserve (and all the parties to this
Pledge expressly agree to that), the rights, powers, privileges and
actions that they enjoy under this Pledge in favour of their successors,
in accordance with the provisions of articles 1278 and following of the
French Civil Code.
9. EXPENSES
The Pledgor will promptly following demand pay to each of the Security
Agent and/or the other Beneficiaries any expense (including legal fees and
other out of pocket expenses and any Taxes thereon) or loss which the
Security Agent and/or the other Beneficiaries may have properly incurred
in connection with the preservation, enforcement or attempted preservation
or enforcement of, the Security Agent's or the other Beneficiaries rights
under, this Pledge 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 Pledge all upon presentation of duly documented
evidence.
10. FURTHER ASSURANCES
The Pledgor agrees that from time to time, at its own expense, it will
promptly execute and deliver all further instruments and documents, and
take all further action, that the Security Agent may reasonably request,
in order to perfect and protect any Security Interest granted or purported
to be granted hereby or to enable the Security Agent to exercise and
enforce its rights and remedies hereunder with respect to the Account.
11. APPLICABLE LAW AND JURISDICTION
11.1 This Pledge shall be governed by and construed in all respects in
accordance with French law.
11.2 Any dispute arising out of or in connection with this Pledge shall be
submitted to 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 Pledge.
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Made in three (3) originals on 7 July 2003.
THE PLEDGOR: THE SECURITY AGENT:
AGZ HOLDING CREDIT LYONNAIS
Acting by :________________________ Acting by :_________________________
Name: Herve Couffin or any duly empowered Name: Jacques Pochon
person under a power of attorney Title: Head of Acquisition Finance France
Title: Chairman of the board Address Investment/Banking/DPID/
Address 43, avenue de l'Opera Leveraged Finance
75002 Paris, France 81/83, rue de Richelieu
75002 Paris, France
Fax: +33 1 41 88 73 15
Fax: + 33 1 42 95 14 72 / 88 21
For the attention of Priscille Magnan For the attention of Jerome Del Ben
/ Brigitte Chalaud
THE ORIGINAL SENIOR LENDERS:
CREDIT LYONNAIS
Acting by :_________________________
Name: Jacques Pochon
Title: Head of Acquisition Finance France
Address Investment/Banking/DPID/
Leveraged Finance
81/83, rue de Richelieu
75002 Paris, France
Fax: + 33 1 42 95 14 72 / 88 21
For the attention of Jerome Del Ben
/ Brigitte Chalaud
7
SCHEDULE 1
THE SENIOR LENDERS
CREDIT LYONNAIS, 18, rue de la Republique, 69002 Lyon, France
8
SCHEDULE 2
DECLARATION DE GAGE DE COMPTE D'INSTRUMENTS FINANCIERS
SOUMISE A L'ARTICLE L. 431-4 DU CODE MONETAIRE ET FINANCIER
La presente declaration de gage de compte d'instruments financiers est emise
conformement a, et selon les termes et conditions stipules dans un acte de
nantissement de compte d'instruments financiers en langue anglaise denomme
Pledge of Financial Instruments Account en date de ce jour (ci-apres l'"ACTE DE
NANTISSEMENT"), dont une copie figure en annexe B de la presente declaration et
qui fait partie integrante de la presente declaration
Les termes et expressions en anglais utilises dans la presente declaration de
gage auront, sauf stipulation contraire, la signification qui leur est attribuee
a l'Acte de Nantissement.
I. CONSTITUANT DU GAGE
Nom AGZ Holding, societe anonyme de droit
francais dont le siege social est au 43,
avenue de l'Opera, 75002 Paris et dont le
numero unique d'identification est le 413
765 108 RCS Paris.
Designation du teneur de compte Antargaz, societe anonyme au capital de E
3.935.349, dont le siege social est situe
Immeuble Les Renardieres - 3, place de
Saverne, 92400 Courbevoie, France et dont le
numero unique d'identification est le 572
126 043 RCS Nanterre.
II. COMPTE D'INSTRUMENTS FINANCIERS CONSTITUE EN GAGE
Identification du Compte Compte special n degrees [__] Bis ouvert ce
d'Instruments Financiers jour au nom du Constituant du Gage.
Nombre d'actions creditees 516.440 actions, representant 99,99 % du
au compte capital d'Antargaz.
Nature des actions actions nominatives d'une valeur nominale de
sept euros soixante-deux centimes (E 7,62)
chacune.
Emetteur Antargaz, societe anonyme au capital de E
3.935.349, dont le siege social est situe
Immeuble Les Renardieres - 3, place de
Saverne, 92400 Courbevoie, France et dont le
numero unique d'identification est le 572
126 043 RCS Nanterre.
III. BENEFICIAIRES
(1) Les banques et etablissements financiers assimiles definis a l'Acte de
Nantissement sous le vocable Senior Lenders et dont la liste a la date des
presentes figure en annexe A a la presente declaration, ainsi que toute
personne acquerant a quelque titre que ce soit la qualite de Lender au
titre du Senior Facilities Agreement;
9
(2) Credit Lyonnais, ayant son siege social 18 rue de la Republique, 69002
Lyon et son siege central 19 boulevard des Italiens, 75002 Paris,
immatricule sous le numero 954 509 741 RCS Lyon, agissant tant en son nom
qu'au nom et pour le compte des personnes visees au (1) ci-dessus en sa
qualite de Security Agent aux termes du Senior Facilities Agreement; et
(3) Credit Lyonnais, ayant son siege social 18 rue de la Republique, 69002
Lyon et son siege central 19 boulevard des Italiens, 75002 Paris,
immatricule sous le numero 954 509 741 RCS Lyon, agissant tant en son nom
qu'au nom et pour le compte des personnes visees au (1) ci-dessus en sa
qualite de Facility Agent aux termes du Senior Facilities Agreement.
IV. OBLIGATIONS GARANTIES
Les obligations garanties sont les obligations definies sous l'expression
Secured Liabilities dans l'Acte de Nantissement, a savoir les obligations de
paiement et de remboursement du Constituant pris en ses qualites de Borrower et
de Guarantor au titre des documents definis sous l'expression Senior Finance
Documents dans l'Acte de Nantissement, tels que pouvant etre ulterieurement
modifies ou amendes, a concurrence d'un montant maximum de E 270,000,000 en
principal au titre du Senior Facilities Agreement, majore dans tous les cas des
interets, interets de retard, commissions, frais et accessoires quelconques
ainsi que de toutes autres sommes pouvant etre dues aux Beneficiaires susvises
au titre desdits Senior Finance Documents.
Fait a Paris
Le 7 juillet 2003 en trois (3) exemplaires originaux
Pour constitution du Gage Nous accusons reception de la declaration de
gage de compte d'instruments financiers en
AGZ HOLDING S.A. date de ce jour et acceptons les termes des
missions qui nous sont confiees en qualite
de Teneur de Compte aux termes de la
presente declaration de gage de compte
d'instruments financiers et de l'Acte de
Nantissement
ANTARGAZ S.A.
Par:_____________________ Par: _____________________
Nom: Herve Couffin ou toute Nom: Francois Varagne ou toute personne
personne qu'il se serait qu'il se serait substituee en vertu d'un
substituee en vertu d'un pouvoir pouvoir
Titre: President du conseil Titre: President du conseil d'administration
d'administration
10
ANNEXE A
SENIOR LENDERS
CREDIT LYONNAIS, 18, rue de la Republique, 69002 Lyon, France
11
ANNEXE B
ACTE DE NANTISSEMENT
12
TRANSLATION FOR INFORMATION PURPOSES ONLY
SCHEDULE 3
DECLARATION OF PLEDGE OF A FINANCIAL INSTRUMENTS ACCOUNT
IN ACCORDANCE WITH ARTICLE L. 431-4 OF THE FRENCH MONETARY AND FINANCIAL CODE
This declaration of pledge of a financial instruments account is issued in
accordance with and pursuant to the terms and conditions of a pledge of
financial instruments account of today's date drafted in English and entitled
"Pledge of Financial Instruments Account" (the "PLEDGE"), a copy of which is
attached as schedule B to this declaration and which constitutes an integral
part of this declaration.
Terms and expressions defined in the Pledge shall, save to the extent that the
context otherwise requires, have the same meanings when used in this
declaration.
I. IDENTITY OF PLEDGOR
Name AGZ Holding, a societe anonyme incorporated
under the laws of France and having its
registered office at 43, avenue de l'Opera,
75002 Paris, France and whose registered
number is 413 765 108 RCS Paris.
Name of the account holder Antargaz a French societe anonyme with a
share capital of E 3,935,349 having its
registered office at Immeuble Les
Renardieres - 3, place de Saverne, 92400
Courbevoie, France, and whose registered
number is 572 126 043 RCS Nanterre.
II. FINANCIAL INSTRUMENTS ACCOUNT SUBJECT TO THE PLEDGE
Description of Financial Special account No [__] Bis opened at the
Instruments Account date hereof in the name of the Pledgor
Number of Financial 516,440 shares representing 99.99 per cent.
Instruments in Account of the share capital of Antargaz
Type of Financial Instruments registered shares of a nominal par value of
E7.62 each.
Issuer of the Financial Antargaz a French societe anonyme with a
Instruments share capital of E 3,935,349 having its
registered office AT Immeuble Les
Renardieres - 3, place de Saverne, 92400
Courbevoie, France, and whose registered
number is 572 126 043 RCS Nanterre.
III. BENEFICIARIES
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(1) The banks and financial institutions defined as Senior Lenders in the
Pledge namely, all those banks and financial institutions which are Senior
Lenders at the time of this declaration, as set out in the list attached
as schedule A to this declaration and any other person that becomes a
Lender under the Senior Facilities Agreement;
(2) Credit Lyonnais, having its registered office at 18 rue de la Republique,
69002 Lyon and its head office at 19 boulevard des Italiens, 75002 Paris
and registered with number 954 509 741 RCS Lyon, acting for itself and in
the name of and on behalf of the persons named in (1) above as Security
Agent under the Senior Facilities Agreement; and
(3) Credit Lyonnais, having its registered office at 18 rue de la Republique,
69002 Lyon and its head office at 19 boulevard des Italiens, 75002 Paris
and registered with number 954 509 741 RCS Lyon, acting for itself and in
the name of and on behalf of the persons named in (1) above as Facility
Agent under the Senior Facilities Agreement.
IV. SECURED OBLIGATIONS
The secured obligations are the obligations of the Pledgor, as defined under the
term "Secured Liabilities" in the Pledge undertaken in its capacity as Borrower
and Guarantor under the Senior Finance Documents (as defined in the Pledge),
which documents are subject to subsequent amendment, up to a maximum principal
amount of E 270,000,000 pursuant to the Senior Facilities Agreement as well as
any interest, commission, or additional costs or any other sums due to the
Beneficiaries under the Senior Finance Documents.
7 July 2003 in three (3) originals in order to
constitute the Pledge
AGZ HOLDING S.A. We acknowledge receipt of this declaration
of pledge of financial instruments account
of today's date and undertake to carry out
our responsibilities as account holder
(teneur de compte) in accordance with the
terms of this declaration of pledge of
financial instruments account and the
Pledge.
ANTARGAZ S.A.
By:_____________________ By:_____________________
Name: Herve Couffin or any duly Name: Francois Varagne or any duly
empowered person under a power empowered person under a power of attorney
of attorney Title: Chairman of the board
Title: Chairman of the board
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SCHEDULE 4
ATTESTATION DE CONSTITUTION DE GAGE DE
COMPTE D'INSTRUMENTS FINANCIERS
La soussignee atteste par les presentes que (i) 516.440 actions emises par
Antargaz S.A. detenues par AGZ Holding S.A. et designees dans la declaration de
gage de compte d'instruments financiers en date du 7 juillet 2003 signee par AGZ
Holding S.A., ont ete virees sur un compte special numero [_] Bis ouvert au nom
de AGZ Holding S.A. et (ii) ledit compte est nanti en faveur des Beneficiaires
(tel que ce terme est defini dans la declaration de gage d'instruments
financiers) et porte la mention expresse dudit gage. Une copie de ladite
declaration de gage d'instruments financiers est annexee a la presente
Attestation de Constitution de Gage d'Instruments Financiers.
Fait a Paris
Le 7 juillet 2003
Pour Antargaz
Par:________________________
Nom: Francois Varagne ou toute personne
qu'il se serait substituee en vertu d'un pouvoir
Titre: President du conseil d'administration
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TRANSLATION FOR INFORMATION PURPOSES ONLY
SCHEDULE 5
CERTIFICATE OF REGISTRATION OF A PLEDGE
OF FINANCIAL INSTRUMENTS ACCOUNT
The undersigned hereby certifies that (i) 516,440 shares issued by Antargaz S.A.
and held by AGZ Holding S.A. as identified in the declaration of pledge of
financial instruments account date 7 July 2003 signed by AGZ Holding S.A., have
been transferred into a special account number [__] Bis opened in the name of
AGZ Holding S.A. and (ii) the said account is pledged in favour of the
Beneficiaries (as defined in the declaration of pledge of financial instrument
accounts) and that such pledge has been duly registered. A copy of the pledge of
financial instruments account is attached as a schedule to this certificate of
registration of a pledge of financial instruments.
Paris,
7 July 2003
For and on behalf of Antargaz
By:______________________
Name: Francois Varagne or any duly
empowered person under a power of attorney
Title: Chairman of the board
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