Exhibit 10.5
TAX CONSOLIDATION AGREEMENT
AMENDMENT NO 1
BETWEEN
UGI BORDEAUX HOLDING
AND
ITS GROUP COMPANIES
BETWEEN THE UNDERSIGNED:
(1) UGI BORDEAUX HOLDING, societe par action simplifiee with a share capital of
EUR 85,568,435 having its registered office at Immeuble les Renardieres, 3
place de Saverne, 92400 Courbevoie and registered under the number B. 452
431 232 RCS Nanterre, duly represented for the purposes of the present
Agreement by its President, Mr. Lon Greenberg,
(hereafter referred to as the "PARENT COMPANY"),
firstly,
(2) AGZ HOLDING, societe anonyme with a share capital of EUR 35,126,800 having
its registered office at Immeuble les Renardieres, 3 place de Saverne,
92400 Courbevoie and registered under the number 413 765 108 RCS Nanterre,
duly represented for the purposes of the present Agreement by its President
Mr. Lon Greenberg,
(hereafter referred to as "AGZ HOLDING"),
secondly,
(3) ANTARGAZ, societe anonyme with a share capital of EUR 3,935,349 having its
registered office at Immeuble les Renardieres, 3 place de Saverne, 92400
Courbevoie and registered under the number B 572 126 043 RCS Nanterre, duly
represented for the purposes of the present Agreement by Mr. Francois
Varagne,
(hereafter referred to as "ANTARGAZ"),
thirdly,
(4) WOGEGAL S.A., societe anonyme with a share capital of EUR 596,600.28 having
its registered office at 19bis rue du Champ Martin, 35770 Vern Sur Seiche
and registered under the number 310 095 658 RCS Rennes, duly represented
for the purposes of the present Agreement by Mr. Alain Duprez,
(hereafter referred to as "WOGEGAL S.A."),
fourthly,
(5) GAZ EST DISTRIBUTION, societe anonyme with a share capital of EUR 152,400
having its registered office at 109 boulevard d'Haussonville, 54000 Nancy
and registered under the number 421 283 615 RCS Nancy, duly represented for
the purposes of the present Agreement by Mr Augustin Sarragallet,
(hereafter referred to as "GAZ EST DISTRIBUTION"),
fifthly,
(6) NORD GPL SA, societe anonyme with a share capital of EUR 304,800 having its
registered office at Le Marais d'Epinoy - Parc d'Activites du Chateau - Rue
Gay Lussac, 62220 Carvin and registered under the number 422 265 504 RCS
Bethune, duly represented for the purposes of the present Agreement by Mr
Eric Jagerschmidt,
(hereafter referred to as "NORD GPL SA"),
sixthly,
(7) RHONE MEDITERRANEE GAZ, societe anonyme with a share capital of EUR
151,758.24 having its registered office at Centre d'activites du Chateau de
l'Ile - 6 rue Leon Blum, 69320 Feyzin and registered under the number 382
151 272 RCS Lyon, duly represented for the purposes of the present
Agreement by Mr Georges Sciberras,
(hereafter referred to as "RHONE MEDITERRANEE GAZ"),
seventhly,
AND
(8) AQUITAINE PYRENEES GAZ, societe anonyme with a share capital of EUR
135,163.56 having its registered office at 4 avenue de l'Escart, 33450
Saint Loubes and registered under the number 410 963 770 RCS Bordeaux, duly
represented for the purposes of the present Agreement by Mr. Alain Duprez,
(hereafter referred to as "AQUITAINE PYRENEES GAZ"),
eighthly,
WHEREAS:
By way of a private written agreement, dated June 18, 2004, UGI Bordeaux
Holding, AGZ Holding, Antargaz, Wogegal, Gaz Est Distribution, Nord GPL, Rhone
Mediterranee Gaz and Aquitaine Pyrenees Gaz entered into an Agreement intituled
"Tax Consolidation Agreement between UGI Bordeaux Holding and its Group
Companies" (the "TAX CONSOLIDATION AGREEMENT").
Following the change of control of the Companies, it was decided by the
Extraordinary and Ordinary General Meeting of the AGZ Holding, Antargaz,
Wogegal, Gaz Est Distribution, Nord GPL, Rhone Mediterranee Gaz and Aquitaine
Pyrenees Gaz that were held on June 23, 24 and 25 2004 to modify the closing
date of the financial years of the Companies in order to fix this date on
September 30 of each year, commencing with the current financial year.
2
In view of the change of closing dates for the financial years of the
above-mentioned Companies, the parties have agreed to adopt the present
Amendment to proceed with the necessary amendments in respect of certain
provisions of the "Tax Consolidation Agreement".
All of the clauses of the Tax Consolidation Agreement apply, with the exception
of the Articles that are redefined or completed hereafter, the effect of which
is restricted to the scope of this Amendment.
THE PARTIES AGREE AS FOLLOWS:
Pursuant to this Amendment, the parties agree to fix the date of commencement of
the second financial year at October 1, 2004, then for the following financial
years on October 1 of each year.
Consequently,
1. Article 2.2 of the Tax Consolidation Agreement is suppressed.
2. Articles 3.1 and 3.2 are amended and redrafted as follows:
"3.1 For the 12-month period commencing April 1, 2004, AGZ Holding shall
substitute itself for the other Consolidated Companies in respect of the
payment of advances of Corporation tax and shall continue to pay, for the
relevant period, the said sums in place of the said subsidiaries.
3.2 As of the financial year commencing October 1, 2004, and with the exception
of the first two advances of the said financial year (advances of December
15, 2004 and March 15, 2004), each Consolidated Company shall pay four
advances to the Parent Company, calculated by the application of the rate
in force, set forth at Article 360 of Annexe III of the French Tax Code, to
the tax base defined in Article 3.3."
This Amendment comes into effect retrospectively on June 26, 2004.
All the other terms and conditions of the Tax Consolidation Agreement between
UGI Bordeaux Holding and its Group Companies, signed June 18, 2004, remain
unchanged.
Executed in 8 originals
In Courbevoie
December 15, 2004
UGI BORDEAUX HOLDING
Represented by Mr. Lon Greenberg
AGZ HOLDING
Represented by Mr. Lon Greenberg
ANTARGAZ
Represented by Mr. Francois Varagne
3
WOGEGAL S.A.
Represented by Mr. Alain Duprez
GAZ EST DISTRIBUTION
Represented by Mr. Augustin Sarragallet
NORD GPL SA
Represented by Mr. Eric Jagerschmidt
RHONE MEDITERRANEE GAZ
Represented by Mr. Georges Sciberras
AQUITAINE PYRENEES GAZ
Represented by Mr. Alain Duprez
4