SENIOR FACILITIES AGREEMENT

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                                                                    Exhibit 10.1

                              Dated 7 December 2005

                                   AGZ HOLDING
                                    as Parent

                           THE COMPANIES NAMED HEREIN
                         as Borrowers and/or Guarantors

                            THE ENTITIES NAMED HEREIN
                                   as Lenders

                                     CALYON
                            as Mandated Lead Arranger

                                     CALYON
                                as Facility Agent

                                     CALYON
                                as Security Agent

                                   ----------

                           SENIOR FACILITIES AGREEMENT

                                   ----------

                             SHEARMAN & STERLING LLP

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                                    CONTENTS

<TABLE>
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CLAUSE                                                                      PAGE
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1.  INTERPRETATION.......................................................      1
2.  THE FACILITIES.......................................................     16
3.  PARTICIPATION OF LENDERS.............................................     17
4.  CONDITIONS PRECEDENT.................................................     18
5.  DRAWDOWN PROCEDURES..................................................     19
6.  DEMANDS UNDER BANK GUARANTEES........................................     23
7.  INTEREST.............................................................     26
8.  SELECTION OF INTEREST PERIODS........................................     28
9.  MARKET DISRUPTION....................................................     29
10. REPAYMENT OF DRAWINGS................................................     30
11. PREPAYMENT AND CANCELLATION..........................................     30
12. PAYMENTS.............................................................     35
13. TAXES................................................................     37
14. CHANGE IN CIRCUMSTANCES..............................................     39
15. FEES, EXPENSES AND STAMP DUTIES......................................     41
16. GUARANTEE AND INDEMNITY..............................................     43
17. CHANGES TO OBLIGORS AND SECURITY.....................................     45
18. REPRESENTATIONS AND WARRANTIES.......................................     46
19. UNDERTAKINGS.........................................................     50
20. EVENTS OF DEFAULT....................................................     68
21. THE AGENTS AND THE OTHER FINANCE PARTIES.............................     74
22. PRO RATA PAYMENTS....................................................     79
23. SET-OFF..............................................................     80
24. NOTICES..............................................................     81
25. CONFIDENTIALITY......................................................     82
26. CHANGES TO PARTIES...................................................     82
27. LENDERS' DECISIONS...................................................     85
28. INDEMNITIES..........................................................     86
29. MISCELLANEOUS........................................................     87
30. GOVERNING LAW AND SUBMISSION TO JURISDICTION.........................     87
SCHEDULE 1...............................................................     89
Lenders  89
SCHEDULE 2...............................................................     90
Security Documents.......................................................     90
SCHEDULE 3...............................................................     91
Documentary Conditions Precedent.........................................     91
SCHEDULE 4...............................................................     94
Part 1 - Drawdown Request - Advances.....................................     94
Part 2 - Drawdown Request - Bank Guarantees..............................     95
SCHEDULE 5...............................................................     96
Transfer Certificate.....................................................     96
Schedule 1 to Transfer Certificate.......................................     99
Schedule 2 to Transfer Certificate.......................................    100
Particulars relating to the Transferee...................................    100
SCHEDULE 6...............................................................    101
Accession Document.......................................................    101
SCHEDULE 7...............................................................    104
Auditors certificate.....................................................    104
SCHEDULE 8...............................................................    105
Form of effective global rate letter.....................................    105
SCHEDULE 9...............................................................    107
Part 1 - Distribution Companies..........................................    107
Part 2 - Storage and Logistics Companies.................................    108
SCHEDULE 10..............................................................    109
Part 1 - Supply Agreements...............................................    109
Part 2 - Other Material Contracts........................................    110
</TABLE>

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<TABLE>
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SCHEDULE 11..............................................................    111
Mandatory Cost Formulae..................................................    111
</TABLE>

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THIS FACILITIES AGREEMENT is made on 7 December 2005

BETWEEN:

(1)  AGZ HOLDING (a company incorporated in France as a societe anonyme with
     registered number 413 765 108 RCS Nanterre) (the "PARENT");

(2)  ANTARGAZ (a company incorporated in France as a societe anonyme with
     registered number 572 126 043 RCS Nanterre) ("ANTARGAZ");

(3)  CALYON as mandated lead arranger (the "ARRANGER");

(4)  THE FINANCIAL INSTITUTIONS listed in schedule 1 as Lenders;

(5)  CALYON in its capacity as facility agent for the Lenders under the Senior
     Finance Documents (the "FACILITY AGENT"); and

(6)  CALYON in its capacity as agent for the Finance Parties under the Security
     Documents (the "SECURITY AGENT").

WHEREAS:

     The Parent has requested the Lenders to make available to it a EUR
     380,000,000 Term Facility for the purpose of discharging indebtedness under
     the Existing Term Facility (as defined below) and the Intra-Group Bonds and
     High Yield Notes (as defined below) and for other general corporate
     purposes and the Parent and Antargaz have requested the Lenders to make
     available to them and to other Borrowers (as defined below) a EUR
     50,000,000 Revolving Facility.

THE PARTIES TO THIS AGREEMENT AGREE as follows:

1.   INTERPRETATION

1.1  DEFINITIONS

     In this agreement:

     "ACCESSION DOCUMENT" means an agreement substantially in the form set out
     in schedule 6 under which a Group Company becomes a Borrower and/or a
     Guarantor;

     "ACCOUNTING HALF-YEAR" means each period of approximately 26 weeks ending
     on the last day of September and March in a Financial Year;

     "ADVANCES" means the Term Advance and the Revolving Advances;

     "AFFILIATE" means a Subsidiary or a Holding Company of another person or
     any other Subsidiary of a Holding Company of that other person;

     "AGENTS" means the Facility Agent and the Security Agent;

     "ANNUAL ACCOUNTS" means the audited annual accounts of the Group delivered
     or to be delivered to the Facility Agent under clause 19.10(c)(i)
     (Financial statements);


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     "ANNUAL MANAGEMENT ACCOUNTS" means the annual consolidated management
     accounts (before audit) of the Group delivered or to be delivered to the
     Facility Agent under clause 19.10(c)(i) (Financial statements);

     "APPROVED ACCOUNTING PRINCIPLES" means French gaap and, subject to those
     principles, the accounting principles, standards and practices on the basis
     of which the Original Audited Accounts were prepared;

     "APPROVED PROJECTIONS" means the financial projections and forecast for the
     business of the Group in the agreed form prepared on a basis consistent
     with the Approved Accounting Principles;

     "AUDITORS" means PricewaterhouseCoopers and Ernst & Young and/or any other
     firm of accountants which the Parent appoints in accordance with clause
     19.10(b) (Books of account and auditors);

     "AVAILABILITY PERIOD" means the period starting on the Signing Date and
     ending:

     (a)  on 31 January 2006 (inclusive) in the case of the Term Facility, and

     (b)  one month before the Revolving Facility Repayment Date in the case of
          the Revolving Facility;

     "BANK GUARANTEE" means a guarantee or letter of credit issued by an Issuing
     Lender under the Revolving Facility in the form agreed by the Parent, the
     Facility Agent and the relevant Issuing Lender;

     "BENEFICIARY" means the person approved by the relevant Issuing Lender in
     whose favour a Bank Guarantee has been or is to be issued;

     "BORROWERS" means the Parent, Antargaz and each other Group Company which
     becomes a borrower under this agreement in accordance with clause 17.1
     (Additional Borrowers);

     "BUSINESS DAY" means a day (other than a Saturday or a Sunday) on which
     banks and financial markets are open in Paris and London for the
     transaction of business of the nature required by this agreement and:

     (a)  in relation to a transaction involving Euros, a day which is a Target
          Day; and

     (b)  in relation to a transaction involving the Optional Currency, a day on
          which banks and financial institutions are open in the principal
          financial centre of the country of the Optional Currency;

     "CASH COLLATERAL ACCOUNT" means an account with the Security Agent opened
     in the name of an Obligor into which amounts are to be paid for the
     purposes of clause 1.4 (Cash cover) and over which the Security Agent has
     or shall have a first priority security interest under the Security
     Documents;

     "CASH EQUIVALENTS" has the meaning given to it in clause 19.12 (Financial
     definitions);

     "CERTAIN FUNDS PERIOD" means the period commencing on the Signing Date and
     ending on the earlier of (a) the first Drawdown Date (inclusive) and (b)
     the last day of the Availability Period of the Term Facility (inclusive);

     "COMMITMENT" means, in relation to a Lender, its Term Commitment or its
     Revolving Commitment;

     "CONSTITUTIONAL DOCUMENTS" means the statuts and k-bis of the Parent in the
     agreed form;


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     "CONTINGENT LIABILITY" means:

     (a)  the maximum actual and/or contingent liability of an Issuing Lender
          under a Bank Guarantee at any time; or

     (b)  the maximum actual and/or contingent liability of a Lender in relation
          to a Bank Guarantee at any time under clause 6.4(b) (Indemnities);

     "CORE BUSINESS" means the existing core business of the Group as at the
     Signing Date, consisting of (i) the purchase, storage, transport and
     distribution of gas and liquefied petroleum gas (including butane and
     propane-based LPG and their substitutes and derivatives, (ii) the
     manufacture, trade and repairing of equipment relating to the making,
     storage, transport, distribution and use of gas and liquefied petroleum gas
     (including butane and propane-based LPG) and their substitutes and
     derivatives, (iii) the purchase and sale of patents, licences,
     manufacturing processes, trademarks and factory models and designs in
     connection with (i) and (ii) and (iv) all other ancillary and related
     activities in relation to (i) to (iii);

     "DEFAULT" means an Event of Default or a Potential Event of Default;

     "DERIVATIVE INSTRUMENT" means any forward rate agreement, option, swap,
     cap, floor, any combination or hybrid of the foregoing and any other
     financial derivative agreement;

     "DISTRIBUTION COMPANIES" means the companies and other corporate entities
     listed in part 1 of schedule 9;

     "DRAWDOWN DATE" means the date for the making of a Drawing, as specified by
     the relevant Borrower in the relevant Drawdown Request;

     "DRAWDOWN REQUEST" means a notice requesting an Advance or the issue of a
     Bank Guarantee in the form set out in part 1 or 2 (as appropriate) of
     schedule 4;

     "DRAWING" means a utilisation by a Borrower of a Facility;

     "EBITDA" has the meaning given to it in clause 19.12 (Financial
     definitions);

     "ENVIRONMENT" means any and all living organisms (including man),
     ecosystems, gases, air, vapours, liquids, water, land, surface and
     sub-surface soils, rock and all other natural resources or part of such
     resources, including artificial or man-made buildings, structures or
     enclosures;

     "ENVIRONMENTAL APPROVAL" means any consent required under or in relation to
     Environmental Laws;

     "ENVIRONMENTAL LAWS" means all international, European Union, national,
     federal, state or local statutes, orders, regulations or other law or
     subordinate legislation or common law or guidance notes or regulatory codes
     of practice, circulars and equivalent controls (including judicial
     interpretation of any of the foregoing) concerning the Environment or
     health and safety which are in existence now or in the future and are
     binding at any time on any Group Company in the relevant jurisdiction in
     which that Group Company has been or is operating (including by the export
     of its products or its waste to that jurisdiction);

     "EONIA" means in relation to a Business Day and any amount in Euro:

     (a)  the overnight rate per annum calculated by the European Banking
          Federation for the relevant Business Day which appears on Telerate
          Screen page 247 or any other service which displays such rate which
          the Facility Agent, after consultation with the Lenders and the
          Parent, selects; or


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     (b)  if the rate referred to in paragraph (a) above is not available for
          that Business Day, the arithmetic mean of the rates (rounded upwards
          to four decimals places) as supplied to the Facility Agent at its
          request quoted by the Reference Banks to the leading banks in the
          European interbank market;

     at or about 7.00 pm (Brussels time) on such day for offering of deposits in
     Euro for the period from one Business Day to the immediately following
     Business Day;

     "EQUITY CONTRIBUTION" means:

     (a)  any increase in the share capital of the Parent by way of cash
          contribution; or

     (b)  the incurrence by the Parent of Financial Indebtedness provided to it
          pursuant to an unsecured loan or other debt or debt equity instrument
          in each case deeply subordinated (with capitalised interests) on terms
          acceptable to the Facility Agent acting reasonably;

     "EURIBOR" means, in relation to any Advance or overdue amount in Euro, the
     rate per annum equal to the offered quotation which appears on Telerate
     Screen page 248 (or any replacement page on that service) as of 11.00 am on
     the applicable Rate Fixing Day for a period comparable to its Interest
     Period or, if no Telerate service is available, on any other service which
     displays an average European Banking Federation Interest Settlement Rate
     for Euro which the Facility Agent, after consultation with the Lenders and
     the Parent, selects;

     "EURO", "EUR" and "E" means the single currency of the Participating Member
     States of the European Union;

     "EURO EQUIVALENT" means, in relation to an amount denominated in a currency
     other than Euro, the amount of that currency converted into the relevant
     amount of Euros at the Euro Spot Rate;

     "EURO SPOT RATE" means the spot rate of exchange of the Facility Agent (as
     determined by the Facility Agent) for the purchase of the aggregate amount
     of Euros with a currency other than Euro in the European foreign exchange
     market in the ordinary course of business at or about 10:00 am on a
     particular day;

     "EVENT OF DEFAULT" means any event specified in clause 20.1 (List of
     events);

     "EXISTING FACILITIES" means the Existing Term Facility and the Existing
     Revolving Facility;

     "EXISTING FACILITIES AGREEMENT" means the senior facilities agreement dated
     26 June 2003, as amended and restated on 2 July 2003 and as amended on 1
     August 2003, 15 January 2004 and 18 June 2004 between, inter alia, the
     Parent, Antargaz, the lenders named therein and Calyon as facility agent
     and security agent in relation to the Existing Facilities;

     "EXISTING REVOLVING FACILITY" means the revolving credit facility in the
     principal amount of EUR 50,000,000 granted to the Borrowers under the
     Existing Facilities Agreement;

     "EXISTING TERM FACILITY" means the term facilities in the initial principal
     amount of EUR 220,000,000 granted to the Parent under the Existing
     Facilities Agreement;

     "EXISTING INDEBTEDNESS" means the Existing Facilities, the High Yield Notes
     and the Intra-Group Bonds;

     "FACILITIES" means the Term Facility and the Revolving Facility;


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     "FEES LETTER" means the letter from the Facility Agent to the Parent dated
     on or about the Signing Date setting out details of certain fees payable by
     the Parent in connection with the Facilities;

     "FINANCE DOCUMENTS" means the Senior Finance Documents, the High Yield
     Documents and the Intra-Group Bond Documents;

     "FINANCE PARTIES" means the Arranger, each Agent, each Lender and each
     Issuing Lender;

     "FINANCIAL INDEBTEDNESS" means (without double counting) any indebtedness
     in relation to or arising under or in connection with:

     (a)  any money borrowed (including any overdraft);

     (b)  any debenture, bond (other than a performance bond issued in the
          ordinary course of trading by one Group Company in relation to the
          obligations of another Group Company), note or loan stock or other
          similar instrument;

     (c)  any acceptance or documentary credit;

     (d)  any receivable sold or discounted (other than to the Security Agent
          pursuant to any Security Document) provided that, for the purposes of
          any calculation of the amount of Financial Indebtedness, the amount of
          indebtedness to be taken into account under this paragraph (d) will be
          the amount of the consideration received by the relevant Group Company
          for the sale or discounting of the relevant receivable;

     (e)  the purchase price of any asset or service to the extent payable by a
          Group Company after the time of sale or delivery to a Group Company,
          where the deferred payment is:

          (i)  arranged as a method of raising vendor financing; and

          (ii) paid more than six months after the sale or delivery date;

     (f)  the sale price of any asset or service to the extent paid before the
          time of sale or delivery by the Group Company liable to effect that
          sale or delivery, where the advance payment is arranged as a method of
          raising finance;

     (g)  any finance lease, hire purchase, credit sale or conditional sale
          agreement which in each case would be treated as such in accordance
          with French gaap;

     (h)  Derivative Instruments (provided that, for the purpose of any
          calculation of the amount of Financial Indebtedness to be taken into
          account under this paragraph (h) in respect of the relevant Derivative
          Instrument, that amount shall be the net amount of the payment
          obligations outstanding from the relevant Group Company under that
          Derivative Instrument, less the amount of any margin then placed by
          that Group Company with the relevant counterparty in connection with
          that Derivative Instrument);

     (i)  any amount payable by any Obligor in relation to the reduction of any
          share capital or redemption of any securities issued by it or any
          other Group Company, other than amounts payable to another Obligor;

     (j)  any amount raised under any other transaction having the commercial
          effect of a borrowing (other than refundable deposits payable and
          consigned containers accrual liability); or

     (k)  any guarantee issued by a Group Company of indebtedness of any person
          of a type referred to in paragraphs (a) to (j) (inclusive) above;


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     for the avoidance of doubt, the amount of indebtedness to be taken into
     account for the purpose of any calculation of the amount of Financial
     Indebtedness shall not double-count guarantees granted by any Group Company
     in respect of Financial Indebtedness incurred by any Group Company and will
     not include guarantees of obligations incurred by any Group Company which
     obligations do not constitute indebtedness of a type referred to in
     paragraphs (a) to (j) (inclusive) above;

     "FINANCIAL YEAR" means the period of 12 months ending on 30 September in
     each year;

     "FINCO" means AGZ Finance, a company incorporated under the laws of the
     Grand Duchy Luxembourg as a societe anonyme with registered number RC
     Luxembourg B 87.750;

     "FRENCH GAAP" means accounting principles, standards and practices
     generally accepted from time to time in France;

     "FINAL REFINANCING DATE" means the date of full redemption of the High
     Yield Notes and the Intra-Group Bonds which shall not be later than the
     60th day following the first Drawdown Date;

     "GEOGAZ" has the meaning given to it in part 2 of schedule 9;

     "GEOVEXIN" has the meaning given to it in part 2 of schedule 9;

     "GROUP" means the Parent and its Subsidiaries from time to time;

     "GROUP COMPANY" means a member of the Group;

     "GROUPEMENT DONGES" means the groupement d'interets economiques Groupement
     Donges which has been established by Total and Antargaz pursuant to the
     Principal Supply Agreement referred to in part 1 of schedule 10;

     "GUARANTORS" means the Parent, Antargaz and each other Group Company which
     becomes a guarantor under this agreement;

     "HALF-YEAR ACCOUNTS" means the semi-annual consolidated management accounts
     of the Group delivered or to be delivered to the Facility Agent under
     clause 19.10(c)(ii)(Financial statements);

     "HEDGING AGREEMENTS" means Derivative Instruments entered into with the
     Hedging Lenders for the purpose of managing or hedging currency and/or
     interest rate risk in relation to the Term Facility;

     "HEDGING LENDER" means a Lender (or an Affiliate of a Lender) or an entity
     that is a party to an existing derivative instrument entered into by the
     Parent in relation to the Existing Term Facility, in its capacity as
     provider of currency and/or interest rate hedging under any Hedging
     Agreement;

     "HIGH YIELD DOCUMENTS" means the High Yield Trust Deed, the High Yield
     Notes and all other documents evidencing the terms of the High Yield Notes
     and any other document or agreement entered into or executed pursuant
     thereto or in connection therewith;

     "HIGH YIELD GUARANTEE" means the subordinated guarantee set out in the High
     Yield Trust Deed and provided by the Parent in favour of the High Yield
     Trustee and the holders of the High Yield Notes pursuant to which the
     Parent guarantees the obligations of Finco under the High Yield Notes;

     "HIGH YIELD NOTES" means the high yield notes issued on 23 July 2002 by
     Finco in an aggregate principal amount of EUR 165,000,000, bearing interest
     at the rate of 10 per cent. per annum payable semi-annually on 15 January
     and 15 July in each year, and maturing on 15 July 2011, the proceeds of


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     which have been made available to the Parent through the subscription by
     Finco of the Intra-Group Bonds in accordance with the Intra-Group Bond
     Documents;

     "HIGH YIELD TRUST DEED" means the trust deed and/or other instrument
     pursuant to which the High Yield Notes have been issued;

     "HIGH YIELD TRUSTEE" means the trustee appointed on behalf of the holders
     of the High Yield Notes pursuant to the High Yield Trust Deed;

     "HOLDING COMPANY" means, in relation to any body corporate, any other body
     corporate of which it is a Subsidiary;

     "INTELLECTUAL PROPERTY" means the Intellectual Property Rights owned or
     used by Group Companies throughout the world or the interests of any Group
     Company in any of those Intellectual Property Rights, together with the
     benefit of all agreements entered into or the benefit of which is enjoyed
     by any Group Company relating to the use or exploitation of any of those
     Intellectual Property Rights;

     "INTELLECTUAL PROPERTY RIGHTS" means all patents and patent applications,
     trade and service marks and trade and/or service mark applications (and all
     goodwill associated with any such applications), all brand and trade names,
     all copyrights and rights in the nature of copyright, all design rights,
     all registered designs and applications for registered designs, all trade
     secrets, know-how and all other intellectual property rights;

     "INTERCREDITOR AGREEMENT" means the intercreditor agreement dated on or
     before the first Drawdown Date entered into between, amongst others, each
     of the parties to the Senior Finance Documents, Finco and the Parent;

     "INTEREST PERIOD" means a period by reference to which interest is
     calculated and payable on an Advance or overdue amount;

     "INTRA-GROUP BOND DOCUMENTS" means the Intra-Group Bonds, the terms and
     conditions of the Intra-Group Bonds set out in the Parent's Board
     resolution having decided on their issue and all related and ancillary
     documents;

     "INTRA-GROUP BONDS" means the subordinated bonds issued by the Parent to
     Finco in an aggregate principal amount equal to the aggregate principal
     amount of the High Yield Notes;

     "INVESTMENT AMOUNT" means the aggregate (without double-counting) of the
     following amounts:

     (a)  any amount advanced, lent, contributed or subscribed for, or otherwise
          invested in, a Joint Venture by any Group Company during any Financial
          Year;

     (b)  the market value of any asset transferred (other than by way of a
          transfer otherwise permitted under this agreement) or contributed to a
          Joint Venture by any Group Company during any Financial Year; and

     (c)  the maximum liability under any guarantee given by any Group Company
          during any Financial Year in respect of any Financial Indebtedness
          incurred (whether by way of guarantee or otherwise) by a Joint
          Venture;

     "ISSUING LENDER" means any Lender in its capacity as issuer of a Bank
     Guarantee;

     "JOINT VENTURE" means any joint venture, partnership or similar arrangement
     (including any Groupement d'interets economiques) or any company of which
     the Parent directly or indirectly owns


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     some (but not all or substantially all) of the equity share capital (but
     excluding for the avoidance of doubt any Distribution Company);

     "LENDERS" means the Term Lenders and the Revolving Lenders;

     "LENDING OFFICE" means the office through which a Lender is acting for the
     purposes of this agreement, which, subject to clause 3.2 (Lending Office),
     will be the office set opposite the name of that Lender in schedule 1 (or
     in any relevant Transfer Certificate);

     "LIBOR" means, in relation to any Advance or overdue amount in the Optional
     Currency, the rate per annum equal to the offered quotation which appears
     on Telerate Screen page 3740 (or any replacement page on that service) as
     of 11.00 am (London time) on the applicable Rate Fixing Day for the
     Optional Currency for a period comparable to its Interest Period or, if no
     Telerate service is available, on any other service which displays British
     Bankers Association Interest Settlement Rate for the Optional Currency
     which the Facility Agent, after consultation with the Lenders and the
     Parent, selects;

     "MAJORITY LENDERS" means, at any time:

     (a)  Lenders whose aggregate Commitments at that time aggregate more than
          66.66 per cent. of the Total Commitments at that time; or

     (b)  if the Total Commitments have at that time been reduced to zero,
          Lenders whose Commitments aggregated more than 66.66 per cent. of the
          Total Commitments immediately before the relevant reduction;

     "MANDATORY COST" means the percentage rate per annum calculated by the
     Facility Agent in accordance with Schedule 11 (Mandatory Cost Formulae);

     "MARGIN" means:

     (a)  in relation to the Term Facility, 0.80 per cent. per annum, subject to
          clause 7.6 (Margin adjustment);

     (b)  in relation to the Revolving Facility, 0.80 per cent. per annum,
          subject to clause 7.6 (Margin adjustment);

     "MATERIAL ADVERSE EFFECT" means any effect, event or matter:

     (a)  which is materially adverse to:

          (i)  the business, assets or financial condition of the Group (taken
               as a whole); and

          (ii) the ability of any Obligor to perform any of its payment
               obligations under any Senior Finance Document or any of its
               obligations under clause 19.11 (Financial Covenant - Leverage
               Ratio); or

     (b)  which results in any Security Document not providing to the Security
          Agent security over the assets expressed to be secured under that
          Security Document;

     "MATERIAL COMPANY" means:

     (a)  each Obligor (other than the Parent), Finco, each Distribution Company
          which is marked as "Material Company" in part 1 of Schedule 9 and each
          Storage and Logistics Company which is marked as "Material Company" in
          part 2 of Schedule 9; and


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     (b)  any other Group Company (other than the Parent) whose profits, sales
          or gross assets exceed five per cent. of the consolidated profits,
          sales or gross assets (as the case of may be) of the Group and, for
          this purpose, the calculation of profits, sales or gross assets shall:

          (i)  be made in accordance with the Approved Accounting Principles;

          (ii) in the case of a company which itself has Subsidiaries, be made
               by using the consolidated profits, consolidated sales or
               consolidated gross assets (as the case may be) of it and its
               Subsidiaries; and

          (iii) be made by reference to:

               (A)  the latest accounts of the relevant Subsidiary used for the
                    purposes of the then latest Annual Accounts; and

               (B)  the then latest Annual Accounts;

     "MATERIAL CONTRACTS" means the Supply Agreements and the agreements set out
     in part 2 of schedule 10;

     "MATURITY DATE" means the last day of an Interest Period for a Revolving
     Advance;

     "NET PROCEEDS" means the aggregate consideration received by any Group
     Company in relation to the disposal of all or any part of the assets of any
     Group Company (including the amount of any inter-company debt of any Group
     Company disposed of which is repaid in connection with that disposal), but
     after deducting all Taxes and other reasonable costs and expenses incurred
     by continuing Group Companies in connection with that disposal;

     "OBLIGORS" means each Borrower and each Guarantor;

     "OPERATING BUDGET" means a budget, in such form and content as the Facility
     Agent shall reasonably require, comprising projected balance sheet,
     projected profit and loss account and projected cashflow statement
     (including details of projected capital expenditure) for the Group and
     forecast of the likely financial performance of the Group for a Financial
     Year, delivered under clause 19.10 (Information and accounting
     undertakings);

     "OPTIONAL CURRENCY" means USD;

     "ORIGINAL AUDITED ACCOUNTS" means the audited consolidated accounts of the
     Group for the Financial Year ending 30 September 2005;

     "ORIGINAL MANAGEMENT ACCOUNTS" means the consolidated management accounts
     of the Group for the Financial Year ending 30 September 2005;

     "PARTICIPATING MEMBER STATES" has the meaning given to it in council
     Regulation EC No. 1103/97 of 17 June, 1997 made under Article 235 of the
     Treaty on European Union;

     "PARTLY OWNED STORAGE AND LOGISTICS COMPANY" means a Storage and Logistics
     Company which is not a wholly-owned Subsidiary (whether directly or
     indirectly) of the Parent;

     "PERMITTED ACQUISITION" means any acquisition (the "PROPOSED ACQUISITION")
     by a Group Company of all the shares in a company or substantially all of
     the assets of a business, provided that:


                                       9

<PAGE>

     (a)  the company or the business which is the subject of the Proposed
          Acquisition carries on a similar or complementary business to that
          carried on by the Group;

     (b)  the chief financial officer (or any board member) of the Parent
          certifies to the Lenders (such certificate to contain calculations in
          reasonable detail) that the ratio of Total Net Debt to EBITDA of the
          Group tested by reference to the Testing Period ending on the Testing
          Date immediately preceding the date on which the Proposed Acquisition
          is completed but calculated including the Proposed Acquisition and
          quantifiable synergies from the Proposed Acquisition (such as
          purchasing synergies) will be no greater than the maximum level for
          such ratio as at that Testing Date as provided under clause 19.11
          (Financial Covenant - Leverage Ratio);

     "POTENTIAL EVENT OF DEFAULT" means an event specified in clause 20.1
     (Events of Default) which, with the giving of notice, the lapse of time or
     the making of any determination would constitute an Event of Default;

     "QUALIFYING LENDER" means, for the purposes of any Drawing by a Borrower, a
     bank or financial institution which:

     (a)  is for the time being participating in that Drawing through a branch,
          agency or Affiliate in the jurisdiction of residence of that Borrower;
          or

     (b)  is resident in a country with which the jurisdiction of residence of
          the Borrower has an appropriate double taxation treaty which, under
          its terms, provides at the date on which that bank or financial
          institution becomes a Lender for full relief from that jurisdiction's
          income tax on that jurisdiction's source interest for an entity such
          as that bank or other financial institution when acting through the
          branch, agency of Affiliate through which it is acting for the
          purposes of that Drawing;

     "RATE FIXING DAY" means, in relation to any period for which EURIBOR or
     LIBOR is to be determined:

     (a)  in the use of EURIBOR, two Target Days before the first day of that
          period, or

     (b)  in the use of LIBOR, two Business Days before the first day of that
          period;

     unless market practice differs in the relevant interbank market for a
     currency, in which case the Rate Fixing Day for that currency will be
     determined by the Facility Agent in accordance with market practice in the
     relevant interbank market;

     "RECEIVABLES" means, in relation to a Borrower, at any time, the unpaid
     portions of the obligations of any trade debtor of that Borrower in respect
     of the supply of goods or services by that Borrower;

     "REFINANCING" means the refinancing of the Existing Indebtedness;

     "REFINANCING CASH COLLATERAL ACCOUNT" means the cash collateral account
     (compte de gage-especes) opened in the name of the Security Agent into
     which the portion of the Term Advance which is not applied on the first
     Drawdown Date as per paragraphs (i) and (ii) of clause 5.2(f) (Content of
     Drawdown Requests) is to be paid. The amount credited on the Refinancing
     Cash Collateral Account shall be released in accordance with the provisions
     of the cash collateral agreement relating thereto either:

     (a)  by direct transfers:

          (i)  on the Business Day immediately preceding the Final Refinancing
               Date: (A) to the Principal Paying Agent (as defined in the High
               Yield Trust Deed), of an amount equal


                                       10

<PAGE>

               to the redemption price payable for the full redemption of the
               High Yield Notes together with all accrued interests, premiums
               and other amounts, (B) to Finco, of the remaining amount (in
               addition to the amount referred to in (A)) payable for the full
               redemption of the Intra-Group Bonds together with all accrued
               interests, premiums and other amounts: and

          (ii) on the Business Day following the date on which the Security
               Agent has received from the Parent evidence of cancellation of
               the High Yield Notes and a pay-off letter in respect of the
               Intra-Group Bonds: to the Parent of the balance of the
               Refinancing Cash Collateral Account; or

     (b)  for application to the prepayment of amounts due by the Parent under
          this Agreement if the mandatory prepayment referred to in clause 11.6
          (Final Refinancing Date) becomes due and payable;

     "REFINANCING COSTS" means all fees, costs and expenses incurred by the
     Group for the purpose of or in connection with the Refinancing;

     "REPAYMENT DATES" means the Term Final Repayment Date and the Revolving
     Facility Repayment Date;

     "REVOLVING ADVANCE" means the principal amount of each advance made or to
     be made under the Revolving Facility, as reduced from time to time by
     repayment or prepayment;

     "REVOLVING COMMITMENT" means:

     (a)  in relation to a Lender identified in schedule 1, the amount set
          opposite its name under the heading "Revolving Commitment" in schedule
          1 and the amount of any other Revolving Commitment transferred to it
          under this agreement; or

     (b)  in relation to any other Lender, the amount of any Revolving
          Commitment transferred to it under this agreement,

     to the extent not cancelled, reduced or transferred by it under this
     agreement;

     "REVOLVING FACILITY" means the revolving credit facility made available by
     the Revolving Lenders under clause 2.1(b) (Facilities);

     "REVOLVING FACILITY REPAYMENT DATE" means 31 March 2011;

     "REVOLVING LENDERS" means:

     (a)  the persons identified in schedule 1 as participating in the Revolving
          Facility; and

     (b)  each Transferee which has become a party to this agreement in relation
          to the Revolving Facility in accordance with clause 26 (Changes to
          parties),

     in each case until its entire participation in the Revolving Facility has
     been assigned or transferred to a Transferee in accordance with clause 26
     (Changes to parties) and all amounts owing to it under the Senior Finance
     Documents in relation to the Revolving Facility have been paid in full;

     "RHONE GAZ" has the meaning given to it in part 2 of schedule 9;


                                       11

<PAGE>

     "SECURITY DOCUMENTS" means each of the security documents specified in
     schedule 2 and all other documents creating, evidencing or granting a
     Security Interest in favour of any Finance Party in relation to the
     obligations of any Obligor under any Senior Finance Document;

     "SECURITY INTEREST" means any mortgage, pledge, lien, right of set-off,
     assignment by way of security, reservation of title, any other security
     interest or any other agreement or arrangement (including a sale and
     repurchase arrangement) having the commercial effect of conferring
     security;

     "SENIOR FINANCE DOCUMENTS" means this agreement, each Security Document,
     the Intercreditor Agreement, each Accession Document, each Transfer
     Certificate, the Fees Letter, the subordination provisions expressed to be
     given for the benefit of the Finance Parties in the High Yield Documents
     and any other document designated as a Senior Finance Document by the
     Parent and the Facility Agent;

     "SENIOR MANAGEMENT TEAM" means Mr. Francois Varagne and Mr. Yves de Gerard;

     "SERVICE CONTRACTS" means the contracts of employment made between Antargaz
     and each member of the Senior Management Team;

     "SIGNING DATE" means the date of this agreement;

     "SOBEGAL" has the meaning given to it in part 2 of schedule 9;

     "STORAGE AND LOGISTICS COMPANIES" means the companies and other corporate
     entities listed in part 2 of schedule 9;

     "SUBSIDIARY" means:

     (a)  an entity of which a company or other entity has from time to time
          direct or indirect control (as defined in article L.233-3 paragraphs I
          and II of the French Commercial Code (as in force at the date of this
          agreement)); or

     (b)  any other company or other entity in respect of which, in accordance
          with the Approved Accounting Principles, the assets, liabilities,
          income and expenses are added to those of the Parent in accordance
          with the full consolidation method for the purposes of the preparation
          of consolidated financial statements of the Parent;

     "SUPPLY AGREEMENTS" means the agreements set out in part 1 of schedule 10;

     "SYNDICATION DATE" means the earlier of:

     (a)  the date the Facility Agent notifies the Parent and the other Finance
          Parties that primary syndication has been completed; and

     (b)  the date falling 90 days after the first Drawdown Date;

     "SYNDICATION MEMORANDUM" has the meaning given to it in clause 3.4(a)
     (Syndication);

     "TARGET DAY" means a day on which the Trans-European Automated Real-Time
     Gross Settlement Express Transfer system is operating;

     "TAXES" means all present and future income and other taxes, levies,
     assessments, imposts, deductions, charges, duties, compulsory loans and
     withholdings (wherever imposed) and any charges in the nature of taxation
     together with interest thereon and penalties and fines in relation thereto,
     if any, and any payments made on or in relation thereof and "TAXATION"
     shall be construed accordingly;


                                       12

<PAGE>

     "TAX CONSOLIDATION AGREEMENT" means the tax consolidation agreement in
     French language called convention d'integration fiscale dated 18 June 2004
     and as amended from time to time, between UGI Bordeaux and its
     Subsidiaries;

     "TERM ADVANCE" means the principal amount of the advance made or to be made
     under the Term Facility, as reduced from time to time by repayment or
     prepayment;

     "TERM COMMITMENT" means:

     (a)  in relation to a Lender identified in schedule 1, the amount set
          opposite its name under the heading "Term Commitment" in schedule 1
          and the amount of any other Term Commitment transferred to it under
          this agreement; or

     (b)  in relation to any other Lender, the amount of any Term Commitment
          transferred to it under this agreement,

     to the extent not cancelled, reduced or transferred by it under this
     agreement;

     "TERM FACILITY" means the term loan facility made available by the Term
     Lenders under clause 2.1(a) (Facilities);

     "TERM FINAL REPAYMENT DATE" means 31 March 2011;

     "TERM LENDERS" means:

     (a)  the persons identified in schedule 1 as participating in the Term
          Facility; and

     (b)  each Transferee which has become a party to this agreement in relation
          to the Term Facility in accordance with clause 26 (Changes to
          parties),

     in each case until its entire participation in the Term Facility has been
     assigned, cancelled or transferred to a Transferee in accordance with
     clause 26 (Changes to parties) and all amounts owing to it under the Senior
     Finance Documents in relation to the Term Facility have been paid in full;

     "TOTAL COMMITMENTS" means the aggregate of all the Commitments at any time;

     "TRANSFER CERTIFICATE" means a certificate substantially in the form set
     out in part 1 of schedule 5;

     "TRANSFEREE" has the meaning given to it in clause 26.2(a) (Assignments and
     transfers by Lenders);

     "TREATY ON EUROPEAN UNION" means the Treaty of Rome signed on 25 March 1957
     as amended by the Single European Act 1986 and the Maastricht Treaty signed
     on 7 February 1992;

     "UGI" means UGI Corporation or any of its Affiliates;

     "UGI BORDEAUX" means UGI Bordeaux Holding, a French societe par actions
     simplifiee, with a share capital of E85,568,435, having its registered
     office at 3 place de Saverne, Immeuble Les Renardieres, 92400 Courbevoie,
     registered under number 452 431 232 RCS Nanterre;

     "UGI BORDEAUX LETTER OF UNDERTAKINGS" means the letter to be executed by
     UGI Bordeaux Holding prior to the first Drawdown Date and addressed to the
     Parent and the Facility Agent, acting on behalf of the Lenders, whereby UGI
     Bordeaux undertakes to make certain payments to the Parent in connection
     with the Tax Consolidation Agreement;


                                       13

<PAGE>

     "USD DOLLAR", "DOLLAR" or "USD" means the lawful currency for the time
     being of the United States of America; and

     "WARRANTY AGREEMENT" means the warranty agreement (convention de garantie)
     dated 16 February 2001, as amended on 22 August 2001, made between Total
     and the Parent in relation to the acquisition of Antargaz by the Parent.

1.2  CONSTRUCTION

     In this agreement, unless a contrary intention appears, a reference to:

     (a)  a document being "IN THE AGREED FORM" means in a form agreed between
          the Parent and the Facility Agent;

     (b)  an "AGREEMENT" includes any legally binding arrangement, concession,
          contract, deed or franchise (in each case whether oral or written);

     (c)  an "AMENDMENT" includes any amendment, supplement, variation,
          novation, modification, replacement or restatement and "amend",
          "AMENDING" and "AMENDED" shall be construed accordingly;

     (d)  "ASSETS" includes property, business, undertaking and rights of every
          kind, present, future and contingent (including uncalled share
          capital) and every kind of interest in an asset;

     (e)  a "CONSENT" includes an authorisation, approval, exemption, licence,
          order, permission or waiver;

     (f)  a "FILING" includes any filing, registration, recording or notice;

     (g)  a "GUARANTEE" includes:

          (i)  an indemnity;

          (ii) a cautionnement simple, a cautionnement solidaire and a garantie
               autonome; and

          (iii) any other obligation (whatever called) of any person:

               (A)  to pay, purchase, provide funds (whether by the advance of
                    money, the purchase of or subscription for shares or other
                    investments, the purchase of assets or services, the making
                    of payments under an agreement or otherwise) for the payment
                    of, indemnify against the consequences of default in the
                    payment of, or otherwise be responsible for, any
                    indebtedness of any other person; or

               (B)  to be responsible for the performance of any obligations by
                    or the solvency of any other person,

          and "GUARANTEED" and "GUARANTOR" shall be construed accordingly;

     (h)  "INCLUDING" means including without limitation and "INCLUDES" and
          "INCLUDED" shall be construed accordingly;

     (i)  "INDEBTEDNESS" includes any obligation (whether incurred as principal,
          guarantor or as surety) for the payment or repayment of money, whether
          present or future, actual or contingent;


                                       14

<PAGE>

     (j)  "LOSSES" includes losses, actions, damages, claims, proceedings,
          costs, demands, expenses (including fees) and liabilities and "LOSS"
          shall be construed accordingly;

     (k)  a "MONTH" means a period starting on one day in a calendar month and
          ending on the numerically corresponding day in the next calendar
          month, except that:

          (i)  if any such period would otherwise end on a day which is not a
               Business Day, it shall end on the next Business Day in the same
               calendar month or, if none, on the preceding Business Day; and

          (ii) if a period starts on the last Business Day in a calendar month,
               or if there is no numerically corresponding day in the month in
               which that period ends, that period shall end on the last
               Business Day in that later month,

          and references to "MONTHS" shall be construed accordingly;

     (l)  a "PERSON" includes any person, individual, firm, company,
          corporation, government, state or agency of a state or any undertaking
          or other association (whether or not having separate legal
          personality) or any two or more of the foregoing;

     (m)  a "REGULATION" includes any regulation, rule, official directive,
          request or guideline (whether or not having the force of law) of any
          governmental body, agency, department or regulatory, self-regulatory
          or other authority or organisation; and

     (n)  the "WINDING-UP" of any person includes its dissolution and/or
          termination and/or any equivalent or analogous proceedings under the
          law of any jurisdiction in which that person is incorporated,
          registered, established or carries on business or to which that person
          is subject.

1.3  OTHER REFERENCES

     In this agreement, unless a contrary intention appears:

     (a)  a reference to any person is, where relevant, deemed to be a reference
          to or to include, as appropriate, that person's successors and
          permitted assignees or transferees;

     (b)  references to clauses and schedules are references to, respectively,
          clauses of and schedules to this agreement and references to this
          agreement include its schedules;

     (c)  a reference to (or to any specified provision of) any agreement or
          document (including the Senior Finance Documents) is to be construed
          as a reference to that agreement or document (or that provision) as it
          may be amended from time to time, but excluding for this purpose any
          amendment which is contrary to any provision of any Senior Finance
          Document;

     (d)  a reference to a statute, statutory instrument or accounting standard
          or any provision thereof is to be construed as a reference to that
          statute, statutory instrument or accounting standard or such provision
          thereof, as it may be amended or re-enacted from time to time;

     (e)  a time of day is a reference to Paris time;

     (f)  the index to and the headings in this agreement are inserted for
          convenience only and are to be ignored in construing this agreement;
          and

     (g)  words importing the plural shall include the singular and vice versa.


                                       15

<PAGE>

1.4  CASH COVER

     (a)  If a Borrower is obliged under this agreement to repay or prepay or
          provide cash cover in relation to any contingent liability under a
          Bank Guarantee, that Borrower shall, on the date for that repayment,
          prepayment or provision of cash cover:

          (i)  by agreement with the relevant Beneficiary, reduce that
               contingent liability by the relevant amount; or

          (ii) pay the relevant amount to the credit of a Cash Collateral
               Account.

     (b)  Any amounts standing to the credit of any Cash Collateral Account
          shall bear interest at the rate normally offered to corporate
          depositors on similar deposits by the Finance Party with which that
          account is held.

1.5  CURRENCY CONVERSION

     For the purposes of the Senior Finance Documents (other than clauses 19.11
     (Financial Covenant - Leverage Ratio) to 19.14 (Calculation adjustments)
     (inclusive)), if a Euro amount needs to be determined, any amount which is
     denominated in a currency other than Euro will be converted into Euro using
     the Euro Spot Rate on that date.

2.   THE FACILITIES

2.1  FACILITIES

     Subject to the other provisions of this agreement:

     (a)  the Term Lenders agree to make available to the Parent, a term loan
          facility in a maximum aggregate principal amount not exceeding EUR
          380,000,000, which shall be available by way of a single Term Advance
          in Euro;

     (b)  the Revolving Lenders agree to make available to the Borrowers a
          revolving credit facility in a maximum aggregate principal amount not
          exceeding EUR 50,000,000 (or its equivalent in the Optional Currency),
          which shall be available by way of Revolving Advances and Bank
          Guarantees in Euro and/or the Optional Currency).

2.2  PURPOSE

     (a)  The proceeds of the Term Advance shall be applied in or towards
          discharging existing indebtedness of the Parent under:

          (i)  the Existing Term Facility; and

          (ii) the Intra-Group Bonds (so as to allow Finco to discharge its
               existing indebtedness under the High Yield Notes); and

          (iii) other general corporate purposes (including payment of the
               Refinancing Costs).

     (b)  The proceeds of the Revolving Advances and each Bank Guarantee shall
          be used for the working capital requirements and other general
          corporate purposes of Group Companies arising after the first Drawdown
          Date (excluding any payment of the purchase price for the assets
          acquired in accordance with clause 19.4 (Acquisition and investment
          undertakings)), provided however that a Revolving Advance may be drawn
          down by the Parent or Antargaz (as the case may be) on the first
          Drawdown Date for the purpose of discharging existing


                                       16

<PAGE>

          indebtedness of the Parent or Antargaz (as the case may be) under the
          Existing Revolving Facility.

     (c)  No Finance Party shall be obliged to enquire about, or be responsible
          for, the use or application of amounts borrowed under this agreement.

2.3  PARENT AS OBLIGORS' AGENT

     Each Obligor irrevocably appoints the Parent as its agent for the purpose
     of:

     (a)  executing and delivering on its behalf any Accession Document and any
          other agreement or document capable of being entered into by that
          Obligor under or in connection with the Senior Finance Documents;

     (b)  giving and receiving any notice or instruction under or in connection
          with any Senior Finance Document (including any Drawdown Request); and

     (c)  agreeing and executing all consents, waivers, agreements and
          amendments (however fundamental and notwithstanding any increase in
          obligations of or other effect on an Obligor) entered into in
          connection with the Senior Finance Documents (including confirmation
          of continuation of guarantee obligations in connection with any
          amendment or consent in relation to the Facilities).

     The appointment of the Parent as the agent of an Obligor for any purpose
     set out above does not prevent that Obligor from taking the relevant action
     in its own name.

3.   PARTICIPATION OF LENDERS

3.1  BASIS OF PARTICIPATION

     Subject to the other provisions of this agreement:

     (a)  each relevant Lender will participate in the Term Advance in the
          proportion which its Term Commitment bears to the total Commitments in
          relation to the Term Facility as at the relevant Drawdown Date; and

     (b)  each Revolving Lender will participate in each Drawing of the
          Revolving Facility (in the case of a Bank Guarantee by way of
          indemnity in favour of the Issuing Lender under clause 6.4(b)
          (Indemnities)) in the proportion which its Revolving Commitment bears
          to the total