EXHIBIT 10.7
UGI BORDEAUX HOLDING
Societe par Actions Simplifiee
Au capital de 85.568.435 euros
Siege Social : Xxxxxxxx xxx Xxxxxxxxxxx,
0, xxxxx xx Xxxxxxx, 00000 Courbevoie
452 431 232 RCS Nanterre
18 June 2004
AGZ HOLDING
Immeuble Les Renardieres
0 xxxxx xx Xxxxxxx
00000 Xxxxxxxxxx
XXXXXX (as Facility Agent on behalf of the Lenders)
Financements d'Acquisition
00 xxx xx Xxxxxxxxx
00000 Xxxxx
Dear Sirs,
SENIOR FACILITIES AGREEMENT DATED 26 JUNE 2003 BETWEEN AMONG OTHERS AGZ HOLDING
AS PARENT, THE COMPANIES NAMED THEREIN AS BORROWERS AND GUARANTORS, CALYON AS
MANDATED LEAD ARRANGER, FACILITY AGENT AND SECURITY AGENT AND THE LENDERS NAMED
THEREIN (AS AMENDED FROM TIME TO TIME, THE "FACILITIES AGREEMENT")
We refer to the Facilities Agreement and to a 4th amendment thereto dated the
date hereof (the "AMENDMENT"). Unless otherwise defined in this letter, words
and expressions defined in the Facilities Agreement and in the Amendment have
the same meaning when used in this letter.
This is the UGI Bordeaux Letter of Undertakings referred to in the Amendment.
In consideration of your agreement to UGI Bordeaux becoming the tax
consolidating company of the Group, UGI Bordeaux undertakes to Calyon, acting
for itself and as Facility Agent on behalf of the Lenders, that it will fully
comply with the terms of the Tax Consolidation Agreement and, in particular,
that it will pay and reallocate, on the due date for payments as provided under
the Tax Consolidation Agreement, the tax savings that the Parent would have
retained had the initial tax consolidated group remained in place.
UGI Bordeaux further undertakes that if such payments were made to the Parent in
the form of subsidies, the rights of UGI Bordeaux to the reimbursement of such
subsidies shall be fully subordinated to the rights of the Finance Parties under
the Senior Finance Documents in accordance with the provisions of the
Intercreditor Agreement (to which UGI Bordeaux shall accede as of the date
hereof) and that such subsidies shall be considered as Investor Debt for the
purposes of the Intercreditor Agreement.
This letter constitutes a Senior Finance Document.
This letter shall be governed by and construed in accordance with French law and
Clause 30 (Governing law and submission to jurisdiction) of the Facilities
Agreement shall apply mutatis mutandis to this letter.
If you agree with the terms of this letter, please execute a copy thereof.
Yours faithfully,
UGI BORDEAUX HOLDING
____________________________________________
Name:
Title:
AGZ HOLDING
____________________________________________
Name:
Title:
CALYON
FOR ITSELF AND AS FACILITY AGENT ON BEHALF AND FOR THE ACCOUNT OF THE LENDERS
____________________________________________
Name:
Title:
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