Filed by Bowne Pure Compliance



 




Exhibit 10.2


The taking of the original of this document or any certified copy thereof including written
confirmations or references thereto, into the Republic of Austria may cause Austrian stamp duty
to be assessed by the Austrian tax authorities. Keep the original document, as well as all
certified copies thereof including written confirmations or references thereto, outside of the
Republic of Austria.



GUARANTEE AGREEMENT

(subject to Section 1357 of the Austrian Civil Code)




entered into by and between




UGI Corporation, 460 North Gulph Road, King of Prussia, PA 19406,
USA, fax number 001-610-992-3258 (“UGI”), as guarantor



and



Raiffeisen Zentralbank Osterreich Aktiengesellschaft, Am Stadtpark 9, 1030 Vienna, Austria,
fax number +43-1-71707-1086 (“RZ8”), as beneficiary.



WHEREAS:





	(A)	 	Zentraleuropa LPG Holding GmbH, an Austrian company registered
under FN 276576 f in the companies book (Firmenbuch) of the
Landesgericht Korneuburg, with its seat at Leobendorf and its business address at Flaga StraBe
1, 2100 Leobendorf (the “Borrower”) intends to extend to RZB a written offer (the “Offer”) to
enter into a facility agreement in the amount of EURO 8,000,000 (the “Loan
Agreement") as attached to this Guarantee Agreement as Annex I.

	 
	(B)	 	The Offer has not been extended, and the Loan Agreement has not been concluded to date.

	 
	(C)	 	The Offer provides that UGI guarantees the payment of
all amounts payable by the Borrower under or in connection with the Loan Agreement when
due.

	 
	(D)	 	UGI is willing to issue, and RZB is willing to accept such guarantee subject to the terms of
this Guarantee Agreement.






NOW, THEREFORE, it is hereby agreed as follows:




	1.	 	UGI hereby confirms that it has taken notice of all terms of the Offer.

	 
	2.	 	UGI hereby irrevocably agrees that the Loan Agreement be entered into in accordance with the terms of the Offer.





 


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	3.	 	As a guarantor according to Section 1357 of the Austrian Civil Code (‘Burge and Zahler” gemaB
§ 1357 ABGB), UGI hereby irrevocably guarantees in favor of RZB that the Borrower will duly
fulfill all its present and future obligations under or in connection with the Loan Agreement
(hereinafter collectively referred to as the “Secured Obligations”) including, without
limitation, all obligations to repay principal, to pay interest and fees and, further, all
payment obligations to RZB in the event that the Loan Agreement or any part thereof is or
becomes invalid for any reason whatsoever. Whenever RZB does not receive full payment in
respect of any of the Secured Obligations when due, UGI shall make such payment(s) under this
Guarantee Agreement within 15 (fifteen) calendar days from receipt of a respective payment
request by RZB. Such payment request shall be in writing and shall be delivered by registered
mail, by express mail service or by personal delivery to the address of UGI (to the attention
of the Corporate Secretary) given in this Guarantee Agreement. Each payment request sent by
registered mail or by express mail service shall be deemed duly received by UGI on the fifth
calendar day after the date of its dispatch by RZB, provided that RZB has, on the day of such
dispatch, either dispatched by registered mail or by express mail service, or delivered by
personal delivery, a copy of the same payment request to the process agent mentioned in Clause
14.







	4.	 	In addition, UGI hereby irrevocably covenants, undertakes and, further, guarantees in favor
of RZB according to Section 880a second case of the Austrian Civil Code
(“Erfolgsgarantie" gemaf3 § 880a zweiter Fall ABGB) that, from the signing of this
Guarantee Agreement until the date on which the Loan Agreement will be terminated and RZB will
have duly received payment in respect of all Secured Obligations:







	 	(a)	 	UGI is a corporation duly organized and validly existing under the laws of any
State of the USA; and







	 	(b)	 	UGI has corporate power to enter into this Guarantee Agreement and to perform
its obligations hereunder, and all necessary actions required to authorize its
execution of this Guarantee Agreement and its performance of its obligations hereunder
have been duly taken; and







	 	(c)	 	no government or other consents or exemptions are required to be obtained by
UGI with respect to this Guarantee Agreement in order to give it validity or make it
enforceable or, if any such consents or exemptions are required to be obtained in order
to give it validity or make it enforceable, they have been or will be obtained in a
timely manner, and such consents or exemptions are or will be in full force and effect,
and all terms and conditions of any such consents or exemptions are and will be fully
complied with in order to give it validity or make it enforceable; and







	 	(d)	 	in order to give it validity or make it enforceable, (i) this Guarantee
Agreement is not required to be registered by, or sent to, any court or other
authority, and (ii) no registration dues, taxes or similar charges are required to be
paid in relation to this Guarantee Agreement; and





 


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	 	(e)	 	UGI’s obligations under this Guarantee Agreement are legal, valid and binding
and enforceable in accordance with their terms, and such obligations will rank at
least pari passu with all its other obligations, except obligations to creditors
having preference as a matter of mandatory law; and

	 
	 	(f)	 	UGI’s execution and delivery of this Guarantee Agreement and the exercise of its rights and
performance of its obligations hereunder do not:







	 	(i)	 	conflict with any agreement or obligation to which UGI is a
party or which is binding upon it or any of its assets; or

	 
	 	(ii)	 	conflict with UGI’s constitutive documents and internal rules and regulations;
or

	 
	 	(iii)	 	conflict with any law, regulation, judicial order or the like;







	 	 	 	to an extent or in a manner having a material adverse effect on UGI; and

	 
	 	(g)	 	UGI is not in breach or in default under any agreement to which it is a party
or which is binding on it (or any of its assets) to an extent or in a manner which
might have a material adverse effect on it; and







	 	(h)	 	to the best of UGI’s knowledge, all information supplied by UGI to RZB in
connection with this Guarantee Agreement and the Loan Agreement is true, complete and
accurate in all material respects; and







	 	(i)	 	UGI shall provide RZB with copies of its quarterly unaudited consolidated
financial statements for each calendar quarter within forty-five (45) days after the
end of the calendar quarter for which they have to be prepared, and with copies of its
audited consolidated financial statements within ninety (90) days after the end of the
financial period for which they have been or have to be prepared; and







	 	(j)	 	the Borrower is and will remain a company owned and controlled, either
directly or indirectly, at least 50% by UGI Corporation, 460 North Gulph Road, King of
Prussia, PA 19406, USA (“UGI Corporation”); and







	 	(k)	 	the Borrower is not insolvent in terms of the Austrian Insolvency Codes
(Ausgleichsund Konkursordnung).







	5.	 	All payments made or to be made by UGI under this Guarantee Agreement shall be effected in
the same currency, in which the respective Secured Obligations are denominated, by transfer
to any account indicated in the respective payment request of RZB free from and clear of, and
without any deduction for or on account of any present or future taxes, imposts, levies,
duties, charges, fees, withholdings or other deductions of any kind or nature whatsoever.
Should any payments by UGI under this Guarantee Agreement be subject to any deductions
whatsoever, UGI shall pay additional amounts equal to all amounts deducted with the effect
that RZB receives and retains all amounts it would have received and retained if no
deductions were made.







	6.	 	If, as a result of a payment made by UGI under Clauses 3 and 5, RZB will receive or be
granted a credit against or remission for or deduction or relief from or in respect of any
tax payable by it, which is both identifiable and quantifiable by RZB without requiring it to
expend a material
amount of time or incur a material cost in so identifying or quantifying (any of the
foregoing, to the extent so identifiable and quantifiable, being referred to as a
“Saving”), RZB shall, to the extent it can do so without prejudice to the retention of the
relevant Saving and subject to UGI’s obligation to repay promptly on demand by RZB the
amount to RZB if the relevant Saving is subsequently disallowed or cancelled, reimburse UGI
promptly after receipt of such Saving by RZB with such amount.





 


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	7.	 	Any costs and expenses, taxes and duties arising in connection with this Guarantee Agreement
 — including, without limitation, any duties under the Austrian Duties Act (oGebG) — shall in
any event be borne and paid by UGI.







	8.	 	This Guarantee Agreement shall immediately enter into full force and effect. It shall expire
when the Loan Agreement is terminated and all Secured Obligations are duly fulfilled.







	9.	 	UGI shall not acquire any rights or claims in connection with the Loan Agreement, nor shall
UGI claim or accept payment or security in respect of its obligations arising from, or any
payment(s) made under this Guarantee Agreement, until the Loan Agreement is terminated and
RZB has duly received payment in respect of all Secured Obligations.







	10.	 	As regards the rights of RZB as set forth in clause 12.1 of the Loan Agreement (collectively
the “Rights”), the following shall apply: RZB shall not exercise the Rights, provided that
and as long as UGI duly complies with the provisions of this Guarantee Agreement. Under the
terms of this Guarantee Agreement, UGI is deemed to duly comply with the provisions of this
Guarantee Agreement, provided that UGI duly fulfills all present and future payment or other
obligations under this Guarantee Agreement, and provided further that everything guaranteed
by UGI pursuant to Clauses 3 and 4 above is and remains true and correct.







	11.	 	Upon request of UGI, the parties hereto shall enter into negotiations for a reduction of the
amounts secured under this Guarantee Agreement, subject to the amounts outstanding under the
Loan Agreement, the overall credit standing of the Borrower and the equity ratio of the
Borrower.







	12.	 	This Guarantee Agreement is governed by and construed in accordance with Austrian law.







	13.	 	Any disputes arising in connection with this Guarantee Agreement (hereinafter referred to as
the “Disputes”) — including, without limitation, Disputes regarding the existence or validity
of this Guarantee Agreement or any part hereof, and Disputes arising in the event that this
Guarantee Agreement or any part hereof is or becomes inexistent or invalid — the following
shall apply:







	 	(a)	 	All Disputes shall be finally settled under the Rules of Arbitration and
Conciliation of the International Arbitral Centre of the Austrian Federal Economic
Chamber (Vienna Rules) by one or more arbitrators appointed in accordance with such
Rules. The arbitral proceeding shall take place, and the arbitral award shall be
rendered in Vienna, Austria. The language of arbitration shall be English.







	 	(b)	 	Notwithstanding the provision in Clause 13(a), RZB shall have the exclusive
right to instigate any legal proceedings regarding Disputes in the Commercial Court of
Vienna, Austria (Handelsgericht Wien), or in any other court — in Austria, in the
United States of
America or in any third country — that has or may have or accepts jurisdiction
(either by virtue of any law or legal regulation, or by virtue of any agreement, or
on any other grounds).

	 
	 	(c)	 	In any arbitral or court proceeding, the substantive law of Austria shall be applicable.





 


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	14.	 	The Pledgor hereby appoints Wilhelm Schneider, a notary whose principal address is Alser
Strasse 23/16, 1080 Vienna, Austria, and his associate Markus Benn Ibier, or such other
person the Pledgor may notify to the Pledgee after the entry into this Guarantee
Agreement, as its agent for service of process in Austria, and service upon the Pledgor
shall be deemed completed upon service to such agent for service of process, whether or
not forwarded to or received by the Pledgor.

	 





Valley Forge, Pennsylvania (USA)




	 	 	 
	May 21, 2007

	 	/s/ Robert W. Krick

UGI Corporation
	 
	 	 
	 
	 	 
	Bratislava,

	 	Raiffeisen Zentralbank Osterreich Aktiengesellschaft





 


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Annex I




Loan Offer



 


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Zentraleuropa LPG Holding GmbH

Flaga Straße 1

2100 Leobendorf

Austria




Raiffeisen Zentralbank Osterreich

Aktiengesellschaft

Am Stadtpark 9

1030 Vienna

Austria




Bratislava, May 21,2007




Re: Multi Currency Facility Offer




Dear Sirs,




We, Zentraleuropa LPG Holding GmbH, an Austrian company registered under FN 276576
f in the commercial register (Firmenbuch) of the Landesgericht Korneuburg with its seat at
Leobendorf and its business address at Flaga Strasse 1, 2100 Leobendorf, herewith offer Raiffeisen
Zentralbank Osterreich Aktiengesellschaft to enter with us into the following Multi Currency
Facility Agreement (for the sake of clarification it is hereby stated that up to now such Multi
Currency Facility Agreement has not been entered into in whatever form):



Quote



Facility Agreement




entered into by and between



Zentraleuropa LPG Holding GmbH, Flaga Straße 1, 2100 Leobendorf, Austria (attention: Managing
Director (Josef F. Weinzierl); email: weinzierl@flaga.at) (the “Borrower”),



and



Raiffeisen Zentralbank Osterreich Aktiengesellschaft, Am Stadtpark 9, 1030 Vienna, Austria
(attention: Peter Straubinger; email: peter.straubinger@rzb.at) (the “Lender”).


 


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	1.	 	FACILITY







	1.1	 	The Lender shall make available to the Borrower a credit facility (“Facility”) in an
aggregate maximum amount of EUR 8,000,000 (eight million Euro) (“Facility Amount”), which
amount may be, at the Borrower’s option, reduced to EURO 7,000,000 (seven million Euro) upon
five Business days prior written notice delivered by the Borrower to the Lender (The “Maximum
Facility Amount”).







	1.2	 	The facility can be utilized as follows:







	 	(i)	 	As an overdraft facility (“Overdraft Facility”) available on the account of
the Borrower with the Lender account no. 1-04.065.108/EUR (“EUR-Current Account” or
“Overdraft Account”) .







	 	(ii)	 	As a revolving facility (“Revolving Facility”) for Advances made available to
the Borrower for the Term selected by the Borrower in the Request Form. Advance means
each part of the Facility Amount made available to the Borrower under the Revolving
Facility agreed in this Agreement or (as the context requires) the principal amount
thereof for the time being outstanding. The Revolving Facility can be utilized in the
form of fixed term advances as multi-currency credit facility in EURO (EUR), Polish
Zloty (PLN), Czech Koruna (CZK), Slovak Koruna (SKK), Hungarian Forint (HUF) and
Romanian Lei (RON) (each a.“Permitted Currency”), including with regard to
foreign currency accounts of the Borrower with the Lender account no. PLN:
36-54.065.107, SKK: 38-54.065.107, CZK: 88-54.065.107, RON: 95-54.065.107 and HUF:
9854.065.107 (together “Foreign Currency Current Accounts”; the EUR-Current Account and
the Foreign Currency Current Accounts together “Current Accounts”).







	 	(iii)	 	As a guarantee facility (“Guarantee Facility”) under which the Lender agrees
to issue guarantees in EUR or foreign currency upon request of the Borrower.






PROVIDED that the aggregate of the amounts outstanding under the Overdraft Facility together with
the amounts outstanding under the Revolving Facility and the Guarantee Facility must not exceed the
Maximum Facility Amount.




	2.	 	PURPOSE







	2.1	 	The Overdraft Facility shall be used to fund the general financing requirements of the
Borrower.







	2.2	 	Except as provided in clause 2.1, the Borrower shall use all amounts borrowed under this
Agreement for providing working capital to its subsidiaries.







	2.3	 	Except for its undertakings in clause 4.4, the Lender is not bound to monitor or verify the
application of any amount borrowed under this Agreement.





 


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	3.	 	CONDITIONS OF UTILIZATION







	3.1	 	The Borrower may not utilize the Facility unless the following conditions precedent have
been fulfilled:







	 	(i)	 	This Agreement has been duly executed and come into full force and effect;
and







	 	(ii)	 	the guarantee agreement referred to in clause 11.1 (i) (the “Guarantee
Agreement”) has been duly signed and come into full force and effect; and







	 	(iii)	 	the rights and interests of the Lender under the Guarantee Agreement
(together with this Agreement the "Finance Documents") have
been created in a valid, binding and enforceable manner; and







	 	(iv)	 	the representations and warranties set forth in clause 9.1 are true and
correct; and







	 	(v)	 	no event or circumstance as specified in clause 12.1 (a “Default”), which
would (with the expiry of a grace period, the giving of notice, the making of any
determination under the Finance Documents or any combination of
any of the foregoing) be an event of default as defined in
clause 12.1 (an “Event of Default”), has occurred or threatens to
occur.







	 	(vi)	 	the Lender has received the documents and other evidence listed in Schedule
1, and it has found such documents in form and substance acceptable and satisfactory
to it.







	4.	 	UTILIZATION, REQUESTS FOR GUARANTEES

	 
	 	 	Overdraft Facility







	4.1	 	The Borrower may utilize the Overdraft Facility by giving the Lender payment orders or debit
instructions in respect of the Overdraft Account exclusively in EURO. Notwithstanding the
aforementioned all possible present and future amounts outstanding on the Foreign Currency
Current Accounts shall be considered as outstanding under the Overdraft Facility. Each amount
of the respective payment order or debit instruction, together with all amounts then
outstanding under the Overdraft Facility, the Revolving Facility and the Guarantee Facility,
shall not exceed the Maximum Facility Amount. Each payment order and debit instruction shall
be irrevocable.







	4.2	 	Subject to the terms of this Agreement, the Lender shall comply with the
payment orders and debit instructions referred to in clause 4.1 and debit the
EUR-Current Account accordingly.







	 	 	Revolving Facility







	4.3	 	The Borrower may utilize the Facility on a revolving basis by delivery to the
Lender of a duly completed Request Form in the form of Schedule 2 (a “Request
Form”)
to be received by the Lender no later than 11 a.m. CET on the day falling three (3)
Business Days before the proposed disbursement date, provided always that:






 


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	 	(i)	 	the Request Form shall specify the requested Permitted Currency of the
Advance; and







	 	(ii)	 	[intentionally left blank]; and







	 	(iii)	 	the amount of the requested Advance shall be at least EURO 100,000 or its
equivalent in a Permitted Currency; and







	 	(iv)	 	the term of the requested Advance (the “Term”) shall be one (1), two (2),
three (3) or six (6) months. Term means the period of 1, 2, 3 or 6
months from the Request Form Date until the Repayment Date of an Advance, but no
Repayment shall be later than the Final Maturity Date; and







	 	(v)	 	the terms of the requested Advance shall not extend beyond 364 days
after the acceptance of this offer (the “Final Maturity Date”); and

	 
	 	(vi)	 	the amount of the requested Advance, together with all amounts then
outstanding under the Overdraft Facility, the Revolving Facility and the
Guarantee Facility, shall not exceed the Maximum Facility Amount.







	 	 	Each Request Form shall be irrevocable.

	 
	4.4	 	Subject to the terms of this Agreement, the Lender shall disburse to the Borrower
the amount of the requested Advance on the disbursement date as proposed by the
Borrower in its Request Form by transfer to the following Foreign Currency Current Accounts
held by the Borrower with the Lender depending on the currency in which the Advance is
utilized:






	 	 	 
	EUR

	 	1-04.065.108
	PLN

	 	36-54.065.107
	SKK

	 	38-54.065.107
	CZK

	 	88-54.065.107
	RON

	 	95-54.065.107
	HUF

	 	98-54.065.107







	 	 	Guarantee Facility

	 
	4.5	 	The Borrower may utilize the Guarantee
Facility
by giving the Lender instructions to
issue payment or performance guarantees (each a “Guarantee”), provided always that:







	 	(i)	 	each instruction shall (a) specify the beneficiary, the amount, the date of
issue and the date of expiry of the requested Guarantee, and (b) have the wording of
the requested Guarantee attached to it; and







	 	(ii)	 	the term of the requested Guarantee is not more than 24 months from issuing
of the Guarantee; and







	 	(iii)	 	the wording of the requested
Guarantee is acceptable to the Lender in form
and substance; and







	 	(iv)	 	the amount of the requested Guarantee, together with all amounts then
outstanding under the Overdraft Facility, the Revolving Facility and the Guarantee
Facility, shall not exceed the Maximum Facility Amount.







Each instruction to issue a Guarantee shall be irrevocable.


 


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	4.6	 	Subject to the terms of this Agreement, the Lender shall issue the requested Guarantees.







	4.7	 	Should Guarantees issued by the Lender according to this Agreement under the Guarantee
Facility be drawn in a foreign currency and if there does not exists a Foreign Currency
Current Account of the Borrower with the Lender for the relevant foreign currency in which
said Guarantee is so drawn., the Lender shall inform the Borrower and shall debit
the amounts so drawn to the EUR-Current Account unless the Borrower provides the amounts in
the relevant foreign currency within two (2) Business Days. The Lender will convert amounts
paid under a Guarantee into EURO on the basis of the daily exchange rate as of the date of the
instruction to issue the Guarantee. Insofar as there is no cover for these amounts in the
EUR-Current Account, the Borrower shall immediately pay these amounts to the Lender for credit
and deposit on the EUR-Current Account.







	4.8	 	Under this Agreement, a Business Day means a day on which banks in Vienna, or (for the
purpose of payments in currencies other than EUR) at the principal financial centre of the
relevant currency, are open for the transaction of general business, or (for the purpose of
payments in EUR) which is a TARGET Day. TARGET Day means a day on which TARGET is open for the
settlement of payments in EUR (“TARGET” meaning Trans-European Automated Real-time Gross
Settlement Express Transfer payment system).







	5.	 	REPAYMENT







	 	 	Overdraft Facility

	 
	5.1	 	The Borrower shall repay all amounts outstanding under the Overdraft Facility at latest 364
days after the acceptance of this offer (the “Final Maturity Date”).







	 	 	Revolvinq Facility

	 
	5.2	 	The Borrower shall repay each Advance on the last day of its Term together with accrued
interest. All amounts outstanding shall be repaid on the Final Maturity Date.







	5.3	 	The Borrower may at any time, if it gives the Lender not less than five (5) Business
Days prior notice, prepay the whole or any part of an Advance plus Break Costs. For the
purpose of this Agreement “Break Costs” means the amount (if any) by which the
interest which the Lender should have received for the period from the date of receipt of an
Advance to the last day of the Term of the relevant Advance had the Advance received been paid
on the last day of that Term exceeds the amount which the Lender would be able to obtain by
placing an amount equal to that Advance received by it on deposit with a leading bank in the
relevant interbank market for a period starting on the Business Day following receipt or
recovery of the prepayment and ending on the last day of the current Term.







	5.4	 	Subject to clause 4.3, the Borrower may re-borrow any amount repaid or prepaid under this
Agreement.





 


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	 	 	Guarantee Facility

	 
	5.5	 	In case a payment demand is made by the beneficiary under a Guarantee, the Lender will send a
notice to the Borrower informing the Borrower of such payment demand, and specifying (a) the
amount to be made, and (b) the account to which the reimbursement amount is to be transferred.
The Borrower shall make each reimbursement in accordance with the respective notice of the
Lender.







	5.6	 	From date a payment demand is made by a beneficiary under a Guarantee until the date the
Lender has been fully reimbursed by the Borrower in accordance with clause 5.5 the Lender
shall not be obliged to issue any further Guarantee.







	5.7	 	The Borrower shall pay the
Lender all amounts outstanding under the Guarantee Facility
at the latest on the day falling 364 days after the acceptance of this offer (the “Expiry
Date”)







	5.8	 	In case that a Guarantee issued extends beyond the Expiry Date for whatever reason (e.g. an
extend or pay request is made by the beneficiary), the Borrower shall either provide the
Lender with a cash deposit in an amount equal to the aggregate commitment of the Lender under
that Guarantee then outstanding as security for all reimbursement claims of the Lender against
the Borrower that may arise in connection with these Guarantees or return the Guarantee
together with a waiver by the beneficiary of all rights under the Guarantee.







	6.	 	INTEREST

	 
	 	 	Overdraft Facility







	6.1	 	The rate of interest on the amounts outstanding under the Overdraft Facility shall be
the percentage rate per annum which is the aggregate of:







	 	(i)	 	the EONIA (as defined in clause 6.2) or regarding outstanding permitted
currencies the relevant Refinancing Rate (as defined in clause 6.11 below); and

	 
	 	(ii)	 	a margin of 50.00 (fifty point zero) basis points; and

	 
	 	(iii)	 	the applicable Mandatory Cost, if any, being the percentage rate per annum
calculated by the Lender in accordance with Schedule 4.







	6.2	 	EON IA (EURO OVERNIGHT INDEX AVERAGE) means







	 	(i)	 	the rate for overnight deposits in EURO calculated by the European Central
Bank and appearing on the Reuters EONIA page (or the relevant page of the TELERATE or
Bloomberg system, or any successor to any of the aforementioned pages) at about 7
p.m. Central European Time, or







	 	(ii)	 	if no such page is then available, the rate being the arithmetic mean
(rounded up to three decimal places) of rates quoted to the Lender by three reference
banks taking part in the daily EURIBOR-fixing procedure (to be selected by the Lender
at its sole discretion) for EURO overnight moneys, or







	 	(iii)	 	if no such quotes are then available, the rate equal to the actual costs of
funding incurred by the Lender.





 


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EONIA will be determined by the Lender on a daily basis.




	6.3	 	Interest under the Overdraft Facility shall be calculated for the amount outstanding from
time to time on the Overdraft Account on the basis of the actual number of days elapsed in a
year of 360 days. Such calculation shall be made by the Lender on a daily basis.







	6.4	 	Interest on the amounts outstanding under Overdraft Facility shall be paid by the Borrower
to the Lender on the last Business Day of each quarter of a calendar year.







Revolving Facility




	6.5	 	The interest period for an Advance shall be the period from the date of its utilization
until the last day of its Term or, as the case may be, the effective date of the prepayment
of the entire amount of such Advance pursuant to clause 5.3.







	6.6	 	The rate of interest on an Advance outstanding shall be the percentage rate per annum which
is the aggregate of:







	 	(i)	 	The applicable Indicator (as defined in clause 6.7); and


	 
	 	(ii)	 	a margin of 50.00 (fifty point zero) basis points; and

	 
	 	(iii)	 	the applicable Mandatory Cost, if any, being the percentage rate per annum
calculated by the Lender in accordance with Schedule 4.







	6.7	 	“Indicator” means







	 	a)	 	In case of an Advance in EURO the applicable EURIBOR:







	 	(i)	 	the rate per annum (rounded up to three decimal places) for deposits in EURO
for a term comparable to the relevant interest period which appears on the Reuters
page “EURIBOR 01” (or any successor to such page) published or reported by REUTERS or
such other electronic information service as selected by the Lender; or

	 
	 	(ii)	 	if no such rate is then available, the rate which is determined by the
Lender to be the arithmetic mean (rounded up to three decimal places) of the rates
per annum for such deposits in EURO offered by three major banks on the European
interbank market selected by the Lender, at or about 11 a.m. (Vienna time) on the
second TARGET Day before the commencement of the respective interest period.







	 	b)	 	in case of an Advance in Polish Zloty the applicable WIBOR:







	 	(i)	 	the rate per annum (rounded up to three decimal places) for deposits in
Polish Zloty for a term comparable to the relevant interest period which appears on
the Reuters Screen Page (or any successor to such page) published or reported by
REUTERS or such other electronic information service as selected by the Lender; or





 


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	 	(ii)	 	if no such rate is then available, the rate which is determined by the
Lender to be the arithmetic mean (rounded up to three decimal places) of the rates
per annum for such deposits in Polish Zloty offered by three major banks on the
Warsaw interbank market selected by the Lender, at or about 11 a.m. (Warsaw time) on
the second Business Day before the commencement of the respective interest period.







	 	c)	 	In case of an Advance made in Czech Koruna the applicable PRIBOR:







	 	(i)	 	the rate per annum (rounded up to three decimal places) for deposits in
Czech Koruna for a term comparable to the relevant interest period which appears on
the Reuters Screen PRBO Page (or any successor to such page) published or reported by
REUTERS or such other electronic information service as selected by the Lender; or







	 	(ii)	 	if no such rate is then available, the rate which is determined by the
Lender to be the arithmetic mean (rounded up to three decimal places) of the rates
per annum for such deposits in Czech Koruna offered by three major banks on the
Prague interbank market selected by the Lender, at or about 11 a.m. (Prague time) on
the second Business Day before the commencement of the respective interest period,







	 	d)	 	In case of an Advance made in Slovak Koruna the applicable BRIBOR:







	 	(i)	 	the rate per annum (rounded up to three decimal places) for deposits in
Slovak Koruna for a term comparable to the relevant interest period which appears on
the Reuters Screen BRBO Page (or any successor to such page) published or reported by
REUTERS or such other electronic information service as selected by the Lender; or







	 	(ii)	 	if no such rate is then available, the rate which is determined by the
Lender to be the arithmetic mean (rounded up to three decimal places) of the rates
per annum for such deposits in Slovak Koruna offered by three major banks on the
Bratislava interbank market selected by the Lender, at or about 11 a.m. (Bratislava
time) on the second Business Day before the commencement of the respective interest
period.







	 	e)	 	In case of an Advance made in Hungarian Forint the applicable BUBOR:







	 	(i)	 	the rate per annum (rounded up to three decimal places) for deposits in
Hungarian Forint for a term comparable to the relevant interest period which appears
on the Reuters Screen BUBOR Page (or any successor to such page) published or
reported by REUTERS or such other electronic information service as selected by the
Lender; or







	 	(ii)	 	if no such rate is then available, the rate which is determined by the
Lender to be the arithmetic mean (rounded up to three decimal places) of the rates
per annum for such deposits in Hungarian Forint offered by three major banks on the
Budapest interbank market selected by the Lender, at or about 11 a.m. (Budapest time)
on the second Business Day before the commencement of the respective interest period.





 


Page 14









 






	 	f)	 	In case of an Advance made in Romanian Lei the applicable RONIBOR:







	 	(i)	 	the rate per annum (rounded up to three decimal places) for deposits in
Romanian Lei for a term comparable to the relevant interest period which appears on
the Reuters Screen ROBOR Page (or any successor to such page) published or reported
by REUTERS or such other electronic information service as selected by the Lender; or







	 	(ii)	 	if no such rate is then available, the rate which is determined by the
Lender to be the arithmetic mean (rounded up to three decimal places) of the rates
per annum for such deposits in Romanian Lei offered by three major banks on the
Bucharest interbank market selected by the Lender, at or about 11 a.m. (Bucharest
time) on the second Business Day before the commencement of the respective interest
period.







	6.8	 	Interest shall be calculated for each interest period of an Advance on the basis of actual
number of days elapsed in a year of 360 days.







	6.9	 	Interest for each Advance shall be paid by the Borrower to the Lender on the last day of its
Term.







	6.10	 	Mandatory Cost Rate means the costs determined by the Lender, and expressed as a percentage
rate, of the Lender’s compliance with the minimum reserve requirements of the European Central
Bank or any other competent central bank or banking supervisory authority.







	6.11	 	Refinancing Rate means the rate determined by RZB to be its actual costs for the refinancing
of the aggregate amount outstanding on the relevant Foreign Currency Current Account from time
to time in the relevant interbank market on a daily basis.







	7.	 	FEES, COSTS AND EXPENSES, INDEMNITIES







	7.1	 	The Borrower shall pay the Lender a commitment fee of 12.50 (twelve point fifty) basis points
per annum on the balance from time to time between the Maximum Facility Amount on the one hand
and the aggregate outstanding amounts under the Facility (including under the Overdraft
Facility and all issued Guarantees under the Guarantee Facility) on the other hand. The
commitment fee shall be calculated for each calendar quarter on the basis of the actual number
of days elapsed in a year of 360 days, and it shall be paid in arrears on the last Business
Day of the calendar quarter for which it is calculated.







	7.2	 	For each Guarantee issued under the Guarantee Facility, the Borrower shall pay the Lender:







	 	(i)	 	on the relevant issuance date an issuance fee in the amount of EURO 53.00;
and







	 	(ii)	 	a guarantee fee of 25.00 (twenty-five point zero) basis points per annum on
the maximum Guarantee amount. The guarantee fee shall be calculated during the
validity of the Guarantee, and it shall be payable in respect of a certain Guarantee
for each calendar quarter in advance on the relevant issuance date and, thereafter,
on the last Business Day before the calendar quarter for which it is payable.





 


Page 15









 






	7.3	 	The Borrower shall bear and pay all costs of the legal opinions mentioned in Schedule 1.
Furthermore, the Borrower shall bear, and it shall pay the Lender within seven (7) Business
Days of demand by the Lender, all reasonable out of pocket costs and expenses of whatever
nature incurred by the Lender, after the acceptance by the Lender of the present offer to
enter into this Agreement, in connection with the implementation of this Agreement including,
without limitation, costs and expenses arising in connection with the preservation, protection
or enforcement of the Lender’s rights under this Agreement. Moreover, the Borrower shall bear,
and it shall pay the Lender within seven (7) Business Days of demand by the Lender, any taxes
or duties of whatever nature incurred by the Lender in connection with any of the Finance
Documents including, without limitation, taxes or duties arising under the Austrian Duties Act
(osterreichisches Gebuhrengesetz).







	7.4	 	The Borrower shall, within seven (7) Business days of demand by the Lender, reimburse the
Lender for any incremental costs incurred by the Lender, after the acceptance by the Lender of
the present offer to enter into this Agreement, in connection with the making or maintaining
of, or the commitment to make, the Facility available to the Borrower which result from the
introduction of, or any change in, any applicable law or other legal regulation, or any change
in the interpretation or application thereof by any governmental or regulatory authority
charged with the administration thereof. The Borrower shall not be required to reimburse the
Lender for increased costs attributable to any change in the rate of tax on the general income
of Lender, or amounts the Lender has been compensated for pursuant to clause 8.2.







	7.5	 	Notwithstanding, and without prejudice to, any other rights and claims of the Lender, the
Borrower shall, within seven (7) Business Days of demand by the Lender, indemnify the Lender
against any cost, loss or liability reasonably incurred by the Lender as a result of:







	 	(i)	 	the occurrence of any Event of Default; and/or

	 
	 	(ii)	 	a failure by the Borrower to comply with any of its obligations under or in
connection with this Agreement; and/or

	 
	 	(iii)	 	funding, or making arrangements to fund, any Advance requested by the
Borrower but not made by reason of the operation of any provisions of this Agreement
(other than by reason of default or negligence by that Lender alone); and/or

	 
	 	(iv)	 	the Advance (or part of the Advance) not being prepaid in accordance with a
notice of Prepayment given by the Borrower.





 


Page 16









 






	8.	 	PAYMENTS

	 
	8.1	 	All payments due from the Borrower under this Agreement shall be







	 	(i)	 	debited by the Lender with value of the relevant due date to the following
Current Accounts, held by the Borrower with the Lender depending on the
currency in which the payments are due:






	 	 	 
	EUR

	 	1-04.065.108
	PLN

	 	36-54.065.107
	SKK

	 	38-54.065.107
	CZK

	 	88-54.065.107
	RON

	 	95-54.065.107
	HUF

	 	98-54.065.107







Any amount debited according to (i) above, together with all amounts then outstanding under
the Overdraft Facility, the Revolving Facility and the Guarantee Facility, shall not exceed
the Maximum Facility Amount.




In case of any payments due according to (i) above would result in exceeding the Maximum
Facility Amount the Borrower shall no later than 11:00 a.m. (Vienna time) on the relevant
due date transfer such amount to the relevant Current Account.




Payment shall be made in the relevant Permitted Currency for value on the relevant due
date, and it shall be made in full without any withholding or other deduction of any kind
or nature (whether in respect of set-off, counterclaim, taxes, duties, charges or otherwise
whatsoever).




	8.2	 	If the Borrower is required by law or otherwise to make any withholding or other deduction
whatsoever in respect of any amount due under this Agreement, and the Borrower makes such
deduction, the Borrower shall increase the sum payable to the Lender in respect of which such
deduction was made to the extent necessary to ensure that, after making such deduction, the
Lender receives and retains (free from any liability in respect of any such deduction) a net
sum equal to the sum which it would have received and so retained had no such deduction been
made by the Borrower.







	8.3	 	If, as a result of a payment made by the Borrower under clause 8.2, the Lender has received
or been granted a credit against or remission for or deduction or relief from or in respect of
any tax payable by it, which is both identifiable and quantifiable by the Lender without
requiring it to expend a material amount of time or incur a material cost in so identifying or
quantifying (any of the foregoing, to the extent so identifiable and quantifiable, a
“Saving”), the Lender shall, to the extent it can do so without prejudice to the retention of
the relevant Saving and subject to the Borrower’s obligation to repay promptly on demand by
the Lender the amount to the Lender if the relevant Saving is subsequently disallowed or
cancelled, reimburse the Borrower promptly after receipt of such Saving by the Lender with
such amount.







	8.4	 	Any sum due to be paid under this Agreement on a day which is not a Business Day shall be
paid on the last preceding Business Day.







	8.5	 	If the Borrower fails to pay any amount payable by it under this Agreement on its due date,
the Borrower shall pay default interest on such overdue amount from (and
including) the due date up to (and including) the date of actual payment at a rate of three
(3) per cent per annum. Default interest shall be paid in addition to interest payable
under clause 6. Default interest shall be immediately payable by the Borrower on demand by
the Lender. Default interest (if unpaid) arising on an overdue amount will be compounded
with such overdue amount at the end of each interest period applicable to that overdue
amount but will remain immediately due and payable. Default interest shall be calculated on
the basis of the actual number of days elapsed in a year of 360 days.





 


Page 17









 






	9.	 	REPRESENTATIONS AND WARRANTIES







	9.1	 	The Borrower represents and warrants to the Lender that:







	 	(i)	 	The Borrower is a company duly established and validly existing under the
laws of Austria having its corporate seat and head office in Austria;

	 
	 	(ii)	 	The Borrower has the corporate power to own its assets and to carry on its
business as it is being conducted;

	 
	 	(iii)	 	the Borrower has the corporate power to enter into this Agreement and to
perform its obligations hereunder, and all necessary action to authorize its entry
into this Agreement and its performance hereof has been duly taken;

	 
	 	(iv)	 	each of the Finance Documents is a legal, valid and binding agreement
enforceable in accordance with its terms;

	 
	 	(v)	 	the Borrower has taken no corporate action, and no other steps or legal
proceedings have been started or, to the best of the Borrower’s knowledge, threatened
against it, for its winding-up, dissolution, administration or re-organization or for
the appointment of a receiver, administrator, administrative receiver, trustee or
similar officer of it or of all or any material part of its assets or revenues;

	 
	 	(vi)	 	no Default has occurred or will occur as a result of making an Advance or/and
drawing on the Overdraft Facility, and the Borrower is not in breach or in default
under any agreement or other instrument to which it is a party or which is binding on
it (or any of its assets) to an extent or in a manner which would be reasonably likely
to have a Material Adverse Effect on it; “Material Adverse
Effect” means something
having a material adverse effect on the Borrower’s financial position or on the
Borrower’s ability to perform and comply with its obligations under this Agreement;

	 
	 	(vii)	 	no litigation, arbitration or administrative proceeding of or before any
court, arbitral body or agency has been started or, to the best of the Borrower’s
knowledge, threatened against the Borrower which, if adversely determined, would be
reasonably likely to have a Material Adverse Effect on the Borrower;

	 
	 	(viii)	 	to the best of the Borrower’s knowledge, all information supplied by the Borrower to
the Lender in connection with this Agreement is true, complete and accurate in all
material respects;

	 
	 	(ix)	 	the Borrower’s entering into this Agreement and its exercise of its rights
and performance of its obligations hereunder do not and will not conflict with any
material agreement or material obligation to which the Borrower is a party or which is
binding upon it or any of its assets, or conflict with its constitutive documents and
internal rules and regulations;

	 
	 	(x)	 	the Borrower is not and will not be insolvent in terms of the Austrian Insolvency
Codes (Ausgleichs- and Konkursordnung);

	 
	 	(xi)	 	the Borrower is and will remain a company at least 50% owned and controlled,
either directly or indirectly, by UGI Corporation, 460 North Gulph Road, King of
Prussia, PA 19406, USA (“UGI Corporation”); and

	 
	 	(xii)	 	the payment obligations of the Borrower under this Agreement rank at least
pari passu with the claims of all its other unsecured and unsubordinated creditors.





 


Page 18









 






	9.2	 	The representations and warranties set out in clause 9.1 are deemed to be repeated by the
Borrower (by reference to the facts and circumstances then existing) on each day from the
entry into this Agreement to and including the day on which the Finance Documents are
terminated and all rights and claims of the Lender under or in connection with the Finance
Documents are duly fulfilled.







	10.	 	COVENANTS AND UNDERTAKINGS







	10.1	 	The Borrower covenants and undertakes, from the entry into this Agreement to and including
the day on which the Finance Documents are terminated and all rights and claims of the Lender
under or in connection with the Finance Documents are duly fulfilled, that:







	 	(i)	 	the Borrower shall provide to the Lender such information in relation to its
business, operations and financial position as the Lender may reasonably require;







	 	(ii)	 	the Borrower shall provide, or cause UGI Corporation to provide, the Lender
with copies of the audited consolidated financial statements of UGI Corporation within
ninety (90) days after the end of the period for which they have been prepared, and
copies of the unaudited quarterly consolidated financial statements of UGI Corporation
within forty-five (45) days after the end of the period for which they have been
prepared;







	 	(iii)	 	the Borrower shall notify the Lender of the occurrence of any Default and/or
Event of Default;







	 	(iv)	 	the Borrower shall take out and maintain, or ensure that any of its
affiliates takes out and maintains, insurance cover over the Borrower’s assets and
other appropriate insurance cover including, but not limited to insurance cover for
interruption of business and general liability, of a type and in an amount which is
consistent with good business practice;







	 	(v)	 	the Borrower shall ensure that its obligations under this Agreement do and
will always rank at least pari passu with its other secured and unsecured obligations,
other than obligations to creditors having preference as a matter of mandatory law and
other than obligations which already exist and have preference when this Agreement is
concluded; as regards the latter obligations, the Borrower shall use reasonable best
efforts to provide promptly that such obligations having a material adverse impact on
its ability to comply with the terms of this Agreement will have no preference in
respect of its obligations under this Agreement;







	 	(vi)	 	the Borrower shall not create or permit to exist any collateral or security
interest in favor of one or more third parties on the whole or any part of its present
or future property, assets or revenues, without the prior written
consent of the Lender which shall not be unreasonably withheld. The provision in the
first sentence of this clause 10.1(vi) shall not apply in respect of collateral or
security interest created in the ordinary course of business, provided that such
collateral or security interest has no material negative impact on the Borrower’s
ability to perform under this Agreement;

	 
	 	(vii)	 	the Borrower shall not, without the prior written consent of the Lender
which shall not be unreasonably withheld, either in a single transaction or in a
series of transactions whether related or not and whether voluntarily or
involuntarily, sell, transfer, lease or otherwise dispose of all or a substantial part
of its property or assets. The provision in the first sentence of this clause 10.1
(vii) shall not apply in respect of dispositions in the ordinary course of business,
provided that such dispositions have no negative impact on the Borrower’s ability to
perform under this Agreement; and

	 
	 	(viii)	 	other than intercompany loans in favor of the Borrower’s subsidiaries the Borrower
shall not make any loans or grant any credit or other financing of any kind to or for
the benefit of any person or otherwise voluntarily assume any liability, whether actual
or contingent, in respect of the obligations of any other person, except within the
ordinary course of business, or with the prior written consent of the Lender not to be
unreasonably withheld, provided always that such loans, credits, other financings or
liabilities have no material negative impact on the Borrower’s ability to perform under
this Agreement.





 


Page 19









 






	11.	 	SECURITY







	11.1	 	As security for all present and future rights and claims of the Lender under or in connection
with this Agreement the following shall apply:







	 	(i)	 	Under a separate guarantee agreement in form and substance satisfactory to
the Lender (the “Guarantee Agreement”), UGI Corporation issues a guarantee in favor of
the Lender according to Section 1357 of the Austrian Civil Code (§ 1357 ABGB).







	12.	 	DEFAULT







	12.1	 	In the event that:







	 	(i)	 	the Borrower defaults in the payment on the due date of any amount due and
payable to the Lender under this Agreement and/or under any other present or future
agreement for more than five days; or







	 	(ii)	 	the Borrower is in material breach of any of the terms and conditions of this
Agreement and/or any other present or future agreement with the Lender (other than
those referred to in clause 12.1(i)) and, in the case of a breach that is capable of
remedy, such breach is not remedied within thirty days after the occurrence of such
breach; or







	 	(iii)	 	any of the representations or warranties of the Borrower under this
Agreement, or any of the opinions expressed in the legal opinion mentioned in Schedule
1, proves to be or becomes incorrect, or any certificate, statement or notice issued
to the Lender in connection with this Agreement proves to be or becomes incorrect in a material respect; or

	 
	 	(iv)	 	a material adverse change in the economic situation of the Borrower occurs or
threatens to occur; or

	 
	 	(iii)	 	any of the following Ratios (as defined in and calculated according to
Schedule 5) is achieved:







	 	(a)	 	the Return on Assets is
lower than 6.50% (six point five percent), or

	 
	 	(b)	 	the Debt Amortization Period
is equal to or longer than 6.75
(six point seventy five) years, or

	 
	 	(c)	 	the Equity Ratio is lower
than 15.00% (fifteen percent).





 


Page 20









 






(each an Event of Default), the Lender shall at any time be entitled to terminate this
Agreement (whereupon this Agreement shall be terminated with immediate effect), and/or to
declare, in whole or in part, any amount(s) outstanding to it under or in connection with
this Agreement due and payable (whereupon the respective amounts shall become due and
payable with immediate effect), and/or to request that the Borrower provides the Lender
with, and grants the Lender a first priority pledge over, a cash deposit in an amount equal
to the aggregate commitment of Lender under all Guarantees then outstanding as security for
all reimbursement claims of the Lender against the Borrower that may arise in connection
with these Guarantees (whereupon the Borrower shall promptly provide such cash deposit and
grant such pledge).




	12.2	 	If, as a result of any change in GAAP (as defined in the last paragraph of this clause 12.2)
after the entry into this Agreement, any deterioration of any of the Ratios (as defined in
Schedule 5) shall have occurred or in the opinion of UGI Corporation would be likely to occur,
which change would not have occurred or would not have been likely to occur had no change in
GAAP taken place:







	 	(i)	 	such a change in any of the Ratios shall not be considered to constitute an
Event of Default or potential Event of Default, and







	 	(ii)	 	in the event of such a change in any of the Ratios, the Borrower shall provide
the Lender with a detailed calculation based upon (a) GAAP prior to the change and (b)
GAAP after the change, with a reasonable explanation for the differences, and







	 	(iii)	 	the parties to the Finance Documents shall negotiate in good faith an
amendment to this Agreement which shall approximate to the extent possible the economic
effect of the original Ratios taking into account such a change in GAAP.







If said parties do not agree on such amendment within sixty (60) days from the date on which
the Borrower first notifies the Lender of such a change in GAAP, the Borrower shall have the
option of (i) prepaying in full all amounts outstanding under this Agreement, or (ii) for
purposes of this Agreement, continuing to apply GAAP as in effect prior to such change in
GAAP.




“GAAP” means generally accepted accounting principles in the United States of America as in
effect at the time of any particular computation or determination or as of the date of the
relevant financial statements, as the case may be.




	12.3	 	The Ordinary Income (as defined in Schedule 5) for any period shall be adjusted by
the addition of the Ordinary Income of any acquisition made during that period as if such
acquisition had occurred on the first day of the period. At the request of the Lender, the
Borrower shall provide supporting documents reasonably satisfactory to the Lender relating
to the Ordinary Income of the acquisition.





 


Page 21









 






	12.4	 	Should the Equity Ratio fall below 15.0% as a result of an acquisition financed with debt,







	 	(i)	 	the Borrower shall have sixty (60) days from the date of the acquisition to
cure the cause (or have UGI Corporation cure the cause) of such a change, and







	 	(ii)	 	the Borrower shall immediately provide (or have UGI Corporation provide)
reasonable evidence that a cure is possible within the 60 day period, and







	 	(iii)	 	within thirty (30) days of completing an acquisition that would, in its
opinion, cause such a change in the Equity Ratio, the Borrower shall provide (or have
UGI Corporation provide) a reasonable explanation of the acquisition and a detailed
calculation of the Equity Ratio as of the date of the acquisition, and,







	 	(iv)	 	upon curing the cause of such a change of the Equity Ratio, the Borrower shall
provide (or have UGI Corporation provide) a reasonable explanation of the cure and a
detailed calculation of the Equity Ratio that reflects the cure.







	13.	 	MISCELLANEOUS







	13.1	 	If any of the provisions of this Agreement are or become invalid or unenforceable in any
respect, the validity and enforceability of the remaining provisions shall not in any way be
affected or impaired.







	13.2	 	Any notice or communication under or in connection with this Agreement shall be in writing
and shall be delivered by mail, fax, courier or email to the addresses given in this Agreement
or at such other address as the recipient may have notified to the other party in writing.







	13.3	 	The Borrower may not assign, pledge or dispose otherwise of any of its rights or claims under
or in connection with this Agreement without the prior written consent of the Lender.







	13.4	 	The Lender may grant participations, and/or assign or transfer any or all of its rights or
claims under or in connection with this Agreement to other financial institutions with the
prior written consent of the Borrower only, which consent shall not be unreasonably withheld.
Such consent, however, shall not be required for the granting of participations, nor for any
assignment or transfer, to any members of the Raiffeisen Banking Group.







	13.5	 	No failure by the Lender to exercise, nor any delay by the Lender in exercising, any right or
remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial
exercise of any right or remedy prevent any further or other exercise thereof or the exercise
of any other right or remedy. The rights and remedies provided herein are cumulative and not
exclusive of any rights or remedies provided by law.





 


Page 22









 






	13.6	 	The Borrower hereby irrevocably agrees to the electronic processing of all information and
data concerning the Borrower and/or any of its affiliated companies which become known to the
Lender in the course of the business relationship with the Borrower or any of its affiliated
companies, and to the disclosure and forwarding of such information and data (except
information and data regarding confidential know-how of the Borrower or any of its affiliates
as well as confidential business or financial information explicitly identified by the
Borrower in writing as being confidential as required by any law or legal regulation
applicable to the Borrower or to any of its affiliates) within the internal organization of
the Lender as well as to any domestic or foreign member companies of the Raiffeisen Banking
Group and any (potential) parties of syndication or risk participation or security agreements.
Prior to releasing any information or data to other parties (including companies of the
Raiffeisen Banking Group) provided by the Borrower, the Lender shall enter into a written
confidentiality agreement with the recipient of such information or data requiring it to
maintain the confidentiality of the information or data, whereby such recipient shall be
entitled to electronically process the information or data for internal use.

	 
	13.7	 	All present and future obligations under or in connection with this Agreement have to be
fulfilled at the Lender’s premises at Am Stadtpark 9, 1030 Vienna.

	 
	13.8	 	In addition to the terms of this Agreement, the General Terms and Conditions (Version 2001)
of the Lender shall apply subsidiarily.

	 
	13.9	 	This Agreement shall be governed by and construed in accordance with the Austrian law.

	 
	13.10	 	Any dispute, controversy or claim arising out of or in connection with this Agreement shall
non exclusively be settled by the competent commercial court of Vienna.





 


Page 23









 





UNQUOTE





The present offer shall be irrevocably valid and binding until June 15, 2007. If you accept
this offer, we shall pay you an up-front fee of EURO 4.000 flat. You can accept this offer
by debiting our account no. 1-04.065.108 with such up-front fee. You are hereby irrevocably
authorized to make such debit entry. Upon such debit entry only, the present offer shall be
validly accepted irrespective of whether and when we will be informed of your acceptance.




If, any possible agreements have arisen from any offer submitted by us between 01.January
2006 until 01.April 2007 to you concerning the conclusion of any credit facility agreement,
all these agreements are considered to be terminated by this present offer and your implied
acceptance.



Kind
regards,


Zentraleuropa LPG Holding Gmbh




Schedule 1 List of Condition Precedent Documents

Schedule 2 Form of Request Form

Schedule 3 Form of Request for the Issue of a Guarantee

Schedule 4 Mandatory Cost Formulae

Schedule 5 Ratios; Manner of Calculation



 


Page 24









 





SCHEDULE 1




Condition Precedent Documents





	1.	 	A duly executed original of each Finance Document.







	2.	 	A copy of the constitutional documents of the Borrower and the Guarantor (individually also
an “Obligor”).







	3.	 	An extract of the commercial (or equivalent} register of each Obligor.







	4.	 	A copy of a resolution of the directors, the board of directors or any other relevant
board, body or person of each Obligor:







	 	(i)	 	approving the terms of, and the transactions contemplated by, the Finance
Documents to which an Obligor is a party and resolving to execute the Finance
Documents to which it is a party;







	 	(ii)	 	authorizing a specified person or persons to execute the Finance
Documents to which it is a party on its behalf; and







	 	(iii)	 	authorizing a specified person or persons, on its behalf, to sign and/or
dispatch all documents, notices and other communication (including, without
limitation, any Request Form) to be signed and/or dispatched by it under or in
connection with the Finance Documents to which it is a party.







	5.	 	A specimen of the signature of each person authorized by the resolution referred to in
point 4 (iii) above.







	6.	 	A certificate provided by an authorized signatory of the relevant Obligor certifying that
each copy document relating to it specified in this Schedule 1 is true and correct, complete
and in full force and effect as at a date no earlier than the entry into this Agreement.







	7.	 	A duly executed original of a letter from the process agent referred to in clause 13 of the
Guarantee Agreement confirming that it has been appointed by the relevant Obligor and that
it has accepted such appointment.







	8.	 	A duly executed original of a legal opinion by Morgan Lewis & Bockius LLP, Philadelphia,
USA, in respect of the Guarantee Agreement








	9.	 	Any other document or evidence the Lender may
reasonably require.






 


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SCHEDULE 2

REQUEST FORM




	 	 	 
	From:

	 	Zentraleuropa LPG Holding GmbH

Flaga Straße 1

2100 Leobendorf

Austria






	 	 	 
	To:

	 	Raiffeisen Zentralbank Osterreich Aktiengesellschaft Am

Stadtpark 9

1030 Vienna

Austria






Date:



Ladies and Gentlemen,




	1.	 	We hereby request you to make the following transfer:






	 	 	 	 	 
	 

	 	From our account No.:
	 	[_]
	 

	 	To our account No:
	 	[_]
	 

	 	Amount:	 	 
	 

	 	On (value date):
	 	[_]
	 

	 	Interest period:
	 	[1/2/3/6] months







	2.	 	We hereby confirm all conditions precedent in connection with such transfer are satisfied
as of the date of this request.







	3.	 	This request is irrevocable.






	 	 	 	 	 
	 	Best regards



Zentraleuropa LPG Holding GmbH

 	 
	 	 	 
	 	 	 
	 	 	 
	 



 


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SCHEDULE 3
Form of Request for the Issue of a Guarantee




	 	 	 
	RAIFFEISEN ZENTRAL BANK

OSTERREICH

AKTIENGESELLSCHAFT

	 	 

ORDER FOR THE ISSUE OF

A GUARANTE






Am Stadtpark 9

A-1030 Wien




	 	 	 	 	 
	Applicant:

	 	I/We herewith instruct you to issue on my/our behalf the following irrevocable guarantee by:	 	 
	 
	 	 	 	 
	Account no. of applicant:
	 	 	 	 
	 
	 	 	 	 
	Tel.no.:

	 	• letter /airmail
• telex	 	 
	 
	 	 	 	 
	Beneficiary:
	 
	 	 	 	 
	Currency/amount:

	 	Ref. and date of order:
contract:
invoice:	 	 
	
 

Valid until:
	 	 	 	 
	 
	 	 	 	 
	Type of guarantee:
	 	 	 	 
	 
	 	 	 	 
	•

	 	•	 	 
	 
	 	 	 	 
	•

	 	•	 	 
	 
	 	 	 	 
	•

	 	•	 	 
	 
	 	 	 	 
	Subject (contract number/description of goods as per contract/invoice):	 	 
	 
	 	 	 	 
	Total order value:

	 	Delivery terms:	 	 
	 
	 	 	 	 
	Wording of guarantee:
	 	 	 	 
	 
	 	 	 	 
	• use wording as per attached text
	 	 	 	 
	 
	 	 	 	 
	Guarantee to be issued as direct guarantee, to be sent to:	 	 
	 
	 	 	 	 
	• beneficiary directly

	 	• to be advised by following bank, without commitment on the bank’s side:	 	 






Remarks (e.g. bid bonds: what guarantees are to be opened in case of adjudication; down payment or
bank guarantee covering a credit: indicate whether guarantee amount includes interests and charges
or not; documentary payment guarantee: indicate documents etc.):

 

This order is governed by Austrian law.



	 	 	 	 	 
	 

	 	 
	 	 
	 

	 	 	 	 
	date

	 	stamp and authorized signature of applicant
	 	 





 


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Schedule 4

Mandatory Cost Formulae




1. The Mandatory Cost is an addition to the interest rate to compensate the Lender for the cost of
compliance with (a) the new requirements of any national bank (b) in either case, new requirements
of any other authority which replaces all or any of its functions, (c) the new requirements of the
European Central Bank (in this clause 1, “new requirements” means requirements introduced and
coming into force after the Date of this Agreement).



2. On the first day of each interest Period (or as soon as possible thereafter) the Lender shall
calculate, as a percentage rate, a rate (hereinafter referred to as
the “Additional Cost Rate”) in
accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Lender
as a weighted average of the Lender’s Additional Cost Rates and will be expressed as a percentage
rate per annum.



3. The Additional Cost Rate for the Lender will be the percentage notified by the Lender as the
cost of complying with the minimum reserve requirements of the Austrian National Bank and/or any
other authorities referred to in clause 1 above.



4. Any determination by the Lender pursuant to this Schedule 4 in relation to a formula, the
Mandatory Cost, an Additional Cost Rate or any amount payable to the Lender shall, in the absence
of manifest error, be conclusive and binding on all parties to this Agreement.



5. The Lender may from time to time, after consultation with the Borrower, determine and notify to
the Borrower any amendments which are required to be made to this Schedule 4 in order to comply
with any change in law, regulation or any requirements from time to time imposed by the Austrian
National Bank and/or any other authorities referred to in clause 1 above, and any such
determination shall, in the absence of manifest error, be conclusive and binding on all parties to
this Agreement.


 


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Schedule 5

Ratios; Manner of Calculation





	1.	 	Ratios.






Certain financial ratios of UGI Corporation (on a consolidated basis) (individually a
“Ratio” and collectively the “Ratios”) are defined as follows:



Equity Ratio as % of total assets means Total Equity divided by Average Adjusted Total Assets.



Return on Assets means Ordinary Income divided by Average Adjusted Total Assets.



Debt Amortization Period means Net Debt divided by EBTDA whereas the meaning of capitalized terms
shall be as follows:



TOTAL EQUITY means Total Stockholders’ Equity according to quarterly/annual report plus Minority
Interests.



AVERAGE ADJUSTED TOTAL ASSETS means the sum of Total Assets according to quarterly/annual report
for each of the past four (4) financial quarters divided by four (4).



ORDINARY INCOME means operating income according to quarterly/annual reports.



EBTDA means Ordinary income plus Depreciation and Amortization minus Interest Expense.



NET DEBT means Current Maturities of Long Term Debt plus Bank Loans plus Long Term Debt (altogether
“INTEREST-BEARING LIABILITIES”) minus Cash and cash equivalents minus Short-term investments.




	2.	 	Manner of Calculating Ratios:

	 
	 	 	The Ratios shall be calculated by the Lender in accordance with the terms set forth in this
Schedule 5 on the basis of the consolidated financial statements of UGI Corporation to be
provided pursuant to clause 10.1 (ii), beginning with the consolidated quarterly financial
statements of UGI Corporation for the first calendar quarter of 2006. UGI Corporation may,
at its discretion, provide its calculation of such Ratios together with the submission of
the financial statements that are required to be submitted pursuant to clause 10.1 (ii). For
the sake of clarification, however, it is hereby stated that only the calculation by the
Lender is relevant for the purpose of this Agreement.







 


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