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, 0
xxxxx xx Xxxxxxx, 00000 Xxxxxxxxxx and registered under the number B. 452
431 232 RCS Nanterre, duly represented for the purposes of the present
Agreement by its President, Xx. Xxx Xxxxxxxxx,
(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, 0 xxxxx xx Xxxxxxx,
00000 Xxxxxxxxxx and registered under the number 413 765 108 RCS Nanterre,
duly represented for the purposes of the present Agreement by its President
Xx. Xxx Xxxxxxxxx,
(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, 0 xxxxx xx Xxxxxxx, 00000
Xxxxxxxxxx and registered under the number B 572 126 043 RCS Nanterre, duly
represented for the purposes of the present Agreement by Xx. Xxxxxxxx
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 00xxx xxx xx Xxxxx Xxxxxx, 00000 Xxxx Xxx Seiche
and registered under the number 000 000 000 RCS Rennes, duly represented
for the purposes of the present Agreement by Xx. Xxxxx Xxxxxx,
(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 000 xxxxxxxxx x'Xxxxxxxxxxxx, 00000 Xxxxx
and registered under the number 421 283 615 RCS Xxxxx, duly represented for
the purposes of the present Agreement by Xx Xxxxxxxx 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 - Xxxx x'Xxxxxxxxx xx Xxxxxxx - Xxx
Xxx Xxxxxx, 00000 Carvin and registered under the number 422 265 504 RCS
Xxxxxxx, duly represented for the purposes of the present Agreement by Xx
Xxxx Xxxxxxxxxxxx,
(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 Xxxxxxx xx
x'Xxx - 0 xxx Xxxx Xxxx, 00000 Feyzin and registered under the number 382
151 272 RCS Lyon, duly represented for the purposes of the present
Agreement by Xx Xxxxxxx Xxxxxxxxx,
(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 Xx. Xxxxx Xxxxxx,
(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.
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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 Xx. Xxx Xxxxxxxxx
AGZ HOLDING
Represented by Xx. Xxx Xxxxxxxxx
ANTARGAZ
Represented by Xx. Xxxxxxxx Varagne
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WOGEGAL S.A.
Represented by Xx. Xxxxx Xxxxxx
GAZ EST DISTRIBUTION
Represented by Xx. Xxxxxxxx Sarragallet
NORD GPL SA
Represented by Xx. Xxxx Xxxxxxxxxxxx
RHONE MEDITERRANEE GAZ
Represented by Xx. Xxxxxxx Xxxxxxxxx
AQUITAINE PYRENEES GAZ
Represented by Xx. Xxxxx Xxxxxx
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