EX-10.1






EXHIBIT 10.1

EXECUTION COPY

CUSIP No. 902693AC4




U.S. $300,000,000




CREDIT AGREEMENT

Dated as of March 27, 2015

Among

UGI UTILITIES, INC.

as Borrower

and

THE INITIAL LENDERS NAMED HEREIN

as Initial Lenders

and

PNC BANK, NATIONAL ASSOCIATION

as Administrative Agent

and

CITIZENS BANK OF PENNSYLVANIA

as Syndication Agent













PNC CAPITAL MARKETS LLC

and

CITIZENS BANK, N.A.

as Joint Lead Arrangers and Joint Bookrunners




TABLE OF CONTENTS




Page




	 	 	 
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

	Section 1.01

Section 1.02

Section 1.03

	 	Certain Defined Terms

Computation of Time Periods

Accounting Terms






	 	 	 
	ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES

	Section 2.01

Section 2.02

Section 2.03

Section 2.04

Section 2.05

Section 2.06

Section 2.07

Section 2.08

Section 2.09

Section 2.10

Section 2.11

Section 2.12

Section 2.13

Section 2.14

Section 2.15

Section 2.16

Section 2.17

Section 2.18

Section 2.19

Section 2.20

Section 2.21

Section 2.22

	 	The Revolving Credit Advances

Making the Revolving Credit Advances

Swing Line Advances

Letter of Credit Subfacility

Fees

Optional Termination or Reduction of the Commitments

Repayment of Advances

Interest on Revolving Credit Advances

Interest Rate Determination

Optional Conversion of Revolving Credit Advances

Prepayments of Revolving Credit Advances

Increased Costs

Illegality

Payments and Computations

Taxes

Sharing of Payments, Etc.

Evidence of Debt

Use of Proceeds

Increase in the Aggregate Commitments

Extension of Termination Date

Defaulting Lenders

Mitigation, Obligations; Replacement of Lenders






	 	 	 
	ARTICLE III CONDITIONS TO EFFECTIVENESS AND LENDING

	Section 3.01

	 	Conditions Precedent to Effectiveness







	 	 	 	Section 3.02 Conditions Precedent to Each Revolving Credit Borrowing, Swing Line
Advance, Letter of Credit and Commitment Increase	 






	 	 	 	Section 3.03 Determinations Under Section 3	 





	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES

	Section 4.01

	 	Representations and Warranties of the Borrower






	 	 	 
	ARTICLE V COVENANTS OF THE BORROWER

	Section 5.01

Section 5.02

Section 5.03

	 	Affirmative Covenants

Negative Covenants

Financial Covenant






	 	 	 
	ARTICLE VI EVENTS OF DEFAULT

	Section 6.01

	 	Events of Default






	 	 	 
	ARTICLE VII THE AGENT

	Section 7.01

Section 7.02

Section 7.03

Section 7.04

Section 7.05

Section 7.06

Section 7.07

Section 7.08

Section 7.09

Section 7.10

	 	Appointment and Authority

Rights as a Lender

Exculpatory Provisions

Reliance by Agent

Delegation of Duties

Resignation of Agent

Non-Reliance on Agent and Other Lenders

No Reliance on Agent’s Customer Identification Program

Indemnification

No Other Duties, etc.






	 	 	 
	ARTICLE VIII MISCELLANEOUS

	Section 8.01

Section 8.02

Section 8.03

Section 8.04

Section 8.05

Section 8.06

Section 8.07

Section 8.08

Section 8.09

Section 8.10

Section 8.11

Section 8.12

Section 8.13

Section 8.14

	 	Amendments, Etc.

Notices, Etc.

No Waiver; Remedies

Costs and Expenses

Right of Set off

Binding Effect

Assignments and Participations

Confidentiality

Governing Law

Execution in Counterparts

Jurisdiction, Etc.

Patriot Act Notice

No Fiduciary Relationship

WAIVER OF JURY TRIAL






	 	 	 	 	 
	Schedules

	 	

	 	

	 

	 	

	 	

	Schedule I — List of Applicable Lending Offices

	Schedule II – Lender Commitments
	 	 
	Schedule 5.02(a) — Existing Liens
	 	 
	Exhibits

	 	

	 	

	 

	 	

	 	

	Exhibit A-1

Exhibit A-2

Exhibit B-1

Exhibit B-2

Exhibit C

Exhibit D

Exhibit E-1

Exhibit E-2

Exhibit E-3

Exhibit E-4

	 	-

-

-

-

-

-

-

-

-

-
	 	Form of Revolving Credit Note

Form of Swing Line Note

Form of Notice of Revolving Credit Borrowing

Form of Notice of Swing Line Borrowing

Form of Assignment and Assumption

Form of Opinion of Counsel for the Borrower

Form of U.S. Tax Compliance Certificate For Foreign Lenders

That Are Not Partnerships For U.S. Federal Income Tax Purposes

Form of U.S. Tax Compliance Certificate For Foreign Participants

That Are Not Partnerships For U.S. Federal Income Tax Purposes

Form of U.S. Tax Compliance Certificate For Foreign Participants

That Are Partnerships For U.S. Federal Income Tax Purposes

Form of U.S. Tax Compliance Certificate For Foreign Lenders







That Are Partnerships For U.S. Federal Income Tax Purposes



CREDIT AGREEMENT

Dated as of March 27, 2015




UGI UTILITIES, INC., a Pennsylvania corporation (the “Borrower”), the banks, financial
institutions and other institutional lenders (the “Initial Lenders”) listed on the
signature pages hereof, PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity,
the “Agent”) for the Lenders (as hereinafter defined), and CITIZENS BANK OF PENNSYLVANIA,
as syndication agent, agree as follows:



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, such parties hereby agree as follows:



ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS




Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):




“Accounts Receivable Securitization” means a financing arrangement involving
the transfer or sale of accounts receivable of the Borrower and its Subsidiaries in the
ordinary course of business through one or more SPEs, the terms of which arrangement do not
impose (a) any recourse or repurchase obligations upon the Borrower and its Subsidiaries or
any Affiliate of the Borrower and its Subsidiaries (other than any such SPE) except to the
extent of the breach of a representation or warranty by the Borrower and its Subsidiaries in
connection therewith or (b) any negative pledge or Lien on any accounts receivable not
actually transferred to any such SPE in connection with such arrangement.




“Advance” means a Revolving Credit Advance or a Swing Line Advance.




“Affiliate” means, as to any Person, any other Person that, directly or
indirectly, controls, is controlled by or is under common control with such Person or is a
director or officer of such Person. For purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control with”) of a
Person means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such Person, whether through the ownership of
Voting Stock, by contract or otherwise.




“Agent” has the meaning specified in the Preamble.




“Agent’s Account” means the account of the Agent maintained by the Agent at its
office at       ,       ; Account Name:       ; Account #     
and reference       .




“Agreement” means this Credit Agreement, as amended, restated, supplemented or
otherwise modified from time to time.




“Anti-Corruption Laws” means all laws, rules and regulations of any
jurisdiction applicable to any Covered Person from time to time concerning or relating to
bribery or corruption, including the FCPA.




“Anti-Terrorism Laws” means any laws relating to terrorism trade sanctions,
program and embargoes, import/export licensing, money laundering, including Executive Order
No. 13224, the Patriot Act, the laws comprising or implementing the Bank Secrecy Act, and
the laws administered by the United States Treasury Department’s Office of Foreign Asset
Control, and any regulation, order, or directive promulgated, issued or enforced pursuant to
such Law (as any of the foregoing may from time to time be amended, renewed, extended, or
replaced).




“Applicable Lending Office” means, with respect to each Lender, such Lender’s
Domestic Lending Office in the case of a Base Rate Advance and such Lender’s Eurodollar
Lending Office in the case of a Eurodollar Rate Advance.




“Applicable Margin” means, as of any date, for Base Rate Advances or Eurodollar
Rate Advances, a percentage per annum determined by reference to the Public Debt Rating in
effect on such date as set forth below:



	 	 	 	 	 	 	 	 	 
	Public Debt Rating

S&P/Moody’s/Fitch

	 	Applicable Margin for

Base Rate Advances
	 	Applicable Margin for

Eurodollar Rate Advances

	 

	 	 	 	 	 	 	 	 
	Level 1

	 	

	 	


	 

	 	

	 	


	A/A2/A or above

	 	 	0	%	 	 	0.875	%
	 

	 	 	 	 	 	 	 	 
	Level 2

	 	

	 	


	 

	 	

	 	


	A-/A3/A-

	 	 	0	%	 	 	1.00	%
	 

	 	 	 	 	 	 	 	 
	Level 3

	 	

	 	


	 

	 	

	 	


	BBB+/Baa1/BBB+

	 	 	0.125	%	 	 	1.125	%
	 

	 	 	 	 	 	 	 	 
	Level 4

	 	

	 	


	 

	 	

	 	


	BBB/Baa2/BBB

	 	 	0.25	%	 	 	1.25	%
	 

	 	 	 	 	 	 	 	 
	Level 5

BBB-/Baa3/BBB-

	 	

0.50%
	 	

1.50%

	 

	 	 	 	 	 	 	 	 
	Level 6

BB+/Ba1/BB+ or lower

	 	

0.75%
	 	

1.75%

	 

	 	 	 	 	 	 	 	 







“Applicable Commitment Fee Percentage” means, as of any date, a percentage per
annum determined by reference to the Public Debt Rating in effect on such date as set forth
below:



	 	 	 	 	 
	Public Debt Rating

S&P/Moody’s/Fitch

	 	Applicable

Percentage

	 

	 	 	 	 
	Level 1

	 	


	 

	 	


	A/A2/A or above

	 	 	0.10	%
	 

	 	 	 	 
	Level 2

	 	


	 

	 	


	A-/A3/A-

	 	 	0.125	%
	 

	 	 	 	 
	Level 3

	 	


	 

	 	


	BBB+/Baa1/BBB+

	 	 	0.15	%
	 

	 	 	 	 
	Level 4

	 	


	 

	 	


	BBB/Baa2/BBB

	 	 	0.175	%
	 

	 	 	 	 
	Level 5

	 	


	 

	 	


	BBB-/Baa3/BBB-

	 	 	0.20	%
	 

	 	 	 	 
	Level 6

	 	


	 

	 	


	BB+/Ba1/BB+ or lower

	 	 	0.25	%
	 

	 	 	 	 







“Assignment and Assumption” means an assignment and assumption entered into by
a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of
Exhibit C hereto.




“Assuming Lender” has the meaning specified in Section 2.19(d).




“Assumption Agreement” has the meaning specified in Section 2.19(d)(ii).




“Auto-Extension Letter of Credit” has the meaning specified in Section 2.04(a).




“Base Rate” means, for any day, a fluctuating per annum rate of interest equal
to the highest of (a) the Federal Funds Open Rate plus 50 basis points (0.5%),
(b) the Prime Rate, and (c) the Daily LIBOR Rate plus 100 basis points (1.0%). Any
change in the Base Rate (or any component thereof) shall take effect at the opening of
business on the day such change occurs.




“Base Rate Advance” means a Revolving Credit Advance that bears interest as
provided in Section 2.08(a)(i).




“Borrower” has the meaning specified in the Preamble.




“Borrower Information” has the meaning specified in Section 8.08.




“Business Day” means a day of the year on which banks are not required or
authorized by law to close in Pittsburgh, Pennsylvania and, if the applicable Business Day
relates to any Eurodollar Rate Advances, on which dealings are carried on in the London
interbank market.




“CIP Regulations” has the meaning specified in Section 7.08.




“Change in Law” means the occurrence, after the date of this Agreement, of any
of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Official Body or (c) the making
or issuance of any request, rule, guideline or directive (whether or not having the force of
law) by any Official Body; provided that notwithstanding anything herein to the
contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all
requests, rules, guidelines or directives thereunder or issued in connection therewith and
(y) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar
authority) or the United States or foreign regulatory authorities, in each case pursuant to
Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date
enacted, adopted or issued.




“Commitment” means, as to any Lender, (a) the amount set forth opposite such
Lender’s name on Schedule II hereto, (b) if such Lender has become a Lender hereunder
pursuant to an Assumption Agreement, the amount set forth in such Assumption Agreement or
(c) if such Lender has entered into an Assignment and Assumption the amount set forth for
such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such
amount may be reduced pursuant to Section 2.06 or increased pursuant to Section 2.19.




“Commitment Date” has the meaning specified in Section 2.19(b).




“Commitment Fees” has the meaning specified in Section 2.05(a).




“Commitment Increase” has the meaning specified in Section 2.19(a).




“Communications” has the meaning specified in Section 8.02(b).




“Confidential Executive Summary” means the confidential Executive Summary dated
March 2015, used by the Agent in connection with the syndication of the Commitments.




“Connection Income Taxes” means Other Connection Taxes that are imposed on or
measured by net income (however denominated) or that are franchise Taxes or branch profits
Taxes.




“Consolidated” refers to the consolidation of accounts in accordance with GAAP.




“Consolidated Debt” means, with respect to the Borrower, at any date, the Debt
(other than Non-recourse Debt) of the Borrower and its Consolidated Subsidiaries, determined
on a consolidated basis as of such date.




“Consolidated Subsidiary” means, with respect to the Borrower, at any date, any
Subsidiary or other entity the accounts of which would be consolidated with those of the
Borrower in its consolidated financial statements if such statements were prepared as of
such date.




“Consolidated Total Capital” means, with respect to the Borrower, at any date,
the sum of (x) Consolidated Debt plus (y) consolidated stockholders’ equity of the Borrower
and its Consolidated Subsidiaries, in each case determined at such date; provided
that any accumulated other comprehensive income and loss and, without duplication, any
non-cash effects resulting from the application of Accounting Standards Codification 715
will be excluded.




“Convert”, “Conversion” and “Converted” each refers to a
conversion of Revolving Credit Advances of one Type into Revolving Credit Advances of the
other Type pursuant to Section 2.09 or 2.10.




“Covered Person” means the Borrower, any Subsidiary of the Borrower or any
Affiliate of the Borrower.




“Daily LIBOR Rate” means, for any day, the rate per annum determined by the
Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the Eurodollar
Rate Reserve Percentage on such day. Notwithstanding the foregoing, if the Daily LIBOR Rate
as determined above would be less than zero (0.00), such rate shall be deemed to be zero
(0.00) for purposes of this Agreement.




“Debt” of any Person means, without duplication, (a) all indebtedness of such
Person for borrowed money, (b) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables incurred in the ordinary course of
such Person’s business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all obligations of such Person created or
arising under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession or sale of
such property), (e) all obligations of such Person as lessee under leases that have been or
should be, in accordance with GAAP, recorded as capital leases, (f) all non-contingent
obligations of such Person in respect of acceptances, letters of credit or similar
extensions of credit, (g) all Debt of others referred to in clauses (a) through (f) above or
clause (h) below (collectively, “Guaranteed Debt”) guaranteed directly or indirectly
in any manner by such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (1) to pay or purchase such Guaranteed Debt or to advance or supply
funds for the payment or purchase of such Guaranteed Debt, (2) to purchase, sell or lease
(as lessee or lessor) property, or to purchase or sell services, primarily for the purpose
of enabling the debtor to make payment of such Guaranteed Debt or to assure the holder of
such Guaranteed Debt against loss, (3) to supply funds to or in any other manner invest in
the debtor (including any agreement to pay for property or services irrespective of whether
such property is received or such services are rendered) or (4) otherwise to assure a
creditor against loss, (h) the outstanding attributed principal amount under any asset
securitization program of any such Person, and (i) all Debt referred to in clauses (a)
through (h) above (including Guaranteed Debt) secured by (or for which the holder of such
Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property
(including, without limitation, accounts and contract rights) owned by such Person, even
though such Person has not assumed or become liable for the payment of such Debt.




“Default” means any Event of Default or any event that would constitute an
Event of Default but for the requirement that notice be given or time elapse or both.




“Default Interest on Revolving Credit Advances and Other Amounts” has the
meaning specified in Section 2.08(b).




“Default Interest on Swing Line Advances” has the meaning specified in Section
2.03(e).




“Defaulting Lender” means, subject to Section 2.21(e), any Lender that (a) has
failed to (i) fund all or any portion of its Revolving Credit Advances within two (2)
Business Days of the date such Revolving Credit Advances were required to be funded
hereunder unless such Lender notifies the Agent and the Borrower in writing that such
failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall
be specifically identified in such writing) has not been satisfied, or (ii) pay to the
Agent, the Issuing Lender, the Swing Line Lender or any other Lender any other amount
required to be paid by it hereunder (including in respect of its participation in Letters of
Credit or Swing Line Advances) within two (2) Business Days of the date when due, (b) has
notified the Borrower, the Agent, the Issuing Lender or the Swing Line Lender in writing
that it does not intend to comply with its funding obligations hereunder, or has made a
public statement to that effect (unless such writing or public statement relates to such
Lender’s obligation to fund an Advance hereunder and states that such position is based on
such Lender’s determination that a condition precedent to funding (which condition
precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business
Days after written request by the Agent or the Borrower, to confirm in writing to the Agent
and the Borrower that it will comply with its prospective funding obligations hereunder
(provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c)
upon receipt of such written confirmation by the Agent and the Borrower), or (d) has, or has
a direct or indirect parent company that has, (i) become the subject of a an Insolvency
Proceeding, or (ii) had appointed for it a receiver, custodian, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or assets, including the Federal Deposit
Insurance Corporation or any other state or federal regulatory authority acting in such a
capacity; provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or
indirect parent company thereof by an Official Body so long as such ownership interest does
not result in or provide such Lender with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets
or permit such Lender (or such Official Body) to reject, repudiate, disavow or disaffirm any
contracts or agreements made with such Lender. Any determination by the Agent that a Lender
is a Defaulting Lender under clauses (a) through (d) above shall be conclusive and binding
absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.21(e)) upon delivery of written notice of such determination to the Borrower, the
Issuing Lender, the Swing Line Lender and each Lender.




“Disclosed Litigation” has the meaning specified in Section 3.01(b).




“Domestic Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Domestic Lending Office” opposite its name on Schedule I
hereto or in the Assumption Agreement or the Assignment and Assumption pursuant to which it
became a Lender, or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Agent.




“Drawing Date” has the meaning specified in Section 2.04(c)(i).




“Effective Date” has the meaning specified in Section 3.01.




“Eligible Assignee” means (a) with the approval of the Agent and the Issuing
Lender, any Lender; (b) with the approval of the Agent and the Issuing Lender, any Affiliate
of a Lender that is a commercial bank; and (c) any other Person approved by the Agent and
the Issuing Lender and, unless an Event of Default has occurred and is continuing at the
time any assignment is effected in accordance with Section 8.07, the Borrower, each such
approval not to be unreasonably withheld or delayed; provided, however, that
neither the Borrower, any Defaulting Lender nor any Affiliate of the Borrower or a
Defaulting Lender shall qualify as an Eligible Assignee.




“Environmental Action” means any action, suit, demand, demand letter, claim,
notice of noncompliance or violation, notice of liability, consent order or consent
agreement relating in any way to any Environmental Law, Environmental Permit or arising from
alleged injury or threat of injury to health, safety or the environment by any governmental
or regulatory authority for enforcement, cleanup, removal, response, remedial or other
actions or damages or by any governmental or regulatory authority or any third party for
damages, contribution, indemnification, cost recovery, compensation or injunctive relief.




“Environmental Law” means any federal, state, local, municipal or foreign
statute, law, ordinance, rule, regulation, code, order, judgment or decree relating to
pollution or protection of the environment, health, safety or natural resources, including,
without limitation, those relating to the use, handling, transportation, treatment, storage,
disposal, release or discharge of Hazardous Materials.




“Environmental Permit” means any permit, approval, identification number,
license or other authorization required under any Environmental Law.




“ERISA” means the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the regulations promulgated and rulings issued thereunder.




“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a
member of the Borrower’s controlled group, or under common control with the Borrower, within
the meaning of Section 414 of the Internal Revenue Code.




“ERISA Event” means (a) (i) the occurrence of a reportable event, within the
meaning of Section 4043 of ERISA, with respect to any Plan unless the 30 day notice
requirement with respect to such event has been waived by the PBGC, or (ii) the requirements
of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such
Section) are met with respect to a contributing sponsor, as defined in Section 4001(a)(13)
of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of
Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within
the following 30 days; (b) the application for a minimum funding waiver with respect to a
Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate
such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to
a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations
at a facility of the Borrower or any ERISA Affiliate in the circumstances described in
Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a
Single Employer Plan or Multiple Employer Plan during a plan year for which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for the
imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any
Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such
Plan pursuant to Section 307 of ERISA; (h) the institution by the PBGC of proceedings to
terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or
condition described in Section 4042 of ERISA that constitutes grounds for the termination
of, or the appointment of a trustee to administer, a Plan; (i) any event or condition which
results in the reorganization or insolvency of a Multiemployer Plan under Sections 4241 or
4245 of ERISA, or (j) any event or condition which results in the termination of a
Multiemployer Plan under Section 4042 of ERISA.




“Eurodollar Lending Office” means, with respect to any Lender, the office of
such Lender specified as its “Eurodollar Lending Office” opposite its name on
Schedule I hereto or in the Assumption Agreement or the Assignment and Assumption pursuant
to which it became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to time specify to
the Borrower and the Agent.




“Eurodollar Rate” means, with respect to each Eurodollar Rate Advance
comprising part of the same Revolving Credit Borrowing for any Interest Period, the interest
rate per annum determined by the Agent by dividing (the resulting quotient rounded upwards,
if necessary, to the nearest 1/100th of 1% per annum) (i) the rate which appears on the
Bloomberg Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which US dollar deposits are offered by leading banks in the London interbank deposit
market), or the rate which is quoted by another source selected by the Agent as an
authorized information vendor for the purpose of displaying rates at which US dollar
deposits are offered by leading banks in the London interbank deposit market (for purposes
of this definition, an “Alternate Source”), at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Interest Period as the London interbank
offered rate for U.S. dollars for an amount comparable to such Revolving Credit Borrowing
and having a borrowing date and a maturity comparable to such Interest Period (or if there
shall at any time, for any reason, no longer exist a Bloomberg Page BBAM1 (or any substitute
page) or any Alternate Source, a comparable replacement rate determined by the Agent at such
time (which determination shall be conclusive absent manifest error)), by (ii) a number
equal to 1.00 minus the Eurodollar Rate Reserve Percentage. Notwithstanding the foregoing
(i) if the Eurodollar Rate as determined under any method above would be less than zero
(0.00), such rate shall be deemed to be zero (0.00) for purposes of this Agreement and (ii)
the Eurodollar Rate for an Interest Period of two weeks shall, unless otherwise agreed by
the Agent, be calculated as if the applicable Interest Period was one month rather than two
weeks.




The Eurodollar Rate shall be adjusted with respect to any Eurodollar Rate Advance that
is outstanding on the effective date of any change in the Eurodollar Rate Reserve Percentage
as of such effective date. The Agent shall give prompt notice to the Borrower of the
Eurodollar Rate as determined or adjusted in accordance herewith, which determination shall
be conclusive absent manifest error.




“Eurodollar Rate Advance” means a Revolving Credit Advance that bears interest
as provided in Section 2.08(a)(ii).




“Eurodollar Rate Reserve Percentage” means as of any day the maximum percentage
in effect on such day, as prescribed by the Board of Governors of the Federal Reserve System
(or any successor) for determining the reserve requirements (including supplemental,
marginal and emergency reserve requirements) with respect to eurocurrency funding (currently
referred to as “Eurocurrency Liabilities”) maintained by a member bank of the Federal
Reserve System.




“Events of Default” has the meaning specified in Section 6.01.




“Excluded Taxes” means any of the following Taxes imposed on or with respect to
a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes
imposed on or measured by net income (however denominated), franchise Taxes, and branch
profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under
the laws of, or having its principal office or, in the case of any Lender, its applicable
lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal
withholding Taxes imposed on amounts payable to or for the account of such Lender with
respect to an applicable interest in an Advance or Commitment pursuant to a law in effect on
the date on which (i) such Lender acquires such interest in the Advance or Commitment (other
than pursuant to an assignment request by the Borrower under Section 2.22(b)) or (ii) such
Lender changes its lending office, except in each case to the extent that, pursuant to
Section 2.15, amounts with respect to such Taxes were payable either to such Lender’s
assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to
comply with Section 2.15(g) and (d) any U.S. federal withholding Taxes imposed under FATCA.




“Existing Credit Agreement” means the Credit Agreement, dated as of May 25,
2011, among the Borrower, certain of the Lenders and PNC Bank, National Association, as
administrative agent, as heretofore amended, supplemented or otherwise modified.




“Existing Letter of Credit” means the letter of credit issued by PNC under the
Existing Credit Agreement, letter of credit number LC1811590000000 in the face amount of
$2,000,000, issued for the benefit of the Self Insurance Division Bureau of Workers
Compensation and outstanding on the Effective Date.




“FATCA” means Sections 1471 through 1474 of the Internal Revenue Code, as of
the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future
regulations or official interpretations thereof and any agreements entered into pursuant to
Section 1471(b)(1) of the Internal Revenue Code.




“FCPA”: the Foreign Corrupt Practices Act of 1977, as amended, and the rules
and regulations thereunder.




“Federal Funds Rate” for any day, means the rate per annum (based on a year of
360 days and actual days elapsed and rounded upward to the nearest 1/100 of 1%) announced by
the Federal Reserve Bank of New York (or any successor) on such day as being the weighted
average of the rates on overnight federal funds transactions arranged by federal funds
brokers on the previous trading day, as computed and announced by such Federal Reserve Bank
(or any successor) in substantially the same manner as such Federal Reserve Bank computes
and announces the weighted average it refers to as the “Federal Funds Effective Rate” as of
the date of this Agreement; provided, if such Federal Reserve Bank (or its
successor) does not announce such rate on any day, the “Federal Funds Rate” for such day
shall be the Federal Funds Rate for the last day on which such rate was announced.




“Federal Funds Open Rate” for any day means the rate per annum (based on a year
of 360 days and actual days elapsed) which is the daily federal funds open rate as quoted by
ICAP North America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM for
that day opposite the caption “OPEN” (or on such other substitute Bloomberg Screen that
displays such rate), or as set forth on such other recognized electronic source used for the
purpose of displaying such rate as selected by the Agent (for purposes of this definition,
an “Alternate Source”) (or if such rate for such day does not appear on the Bloomberg Screen
BTMM (or any substitute screen) or on any Alternate Source, or if there shall at any time,
for any reason, no longer exist a Bloomberg Screen BTMM (or any substitute screen) or any
Alternate Source, a comparable replacement rate determined by the Agent at such time (which
determination shall be conclusive absent manifest error); provided however, that if such day
is not a Business Day, the Federal Funds Open Rate for such day shall be the “open” rate on
the immediately preceding Business Day. If and when the Federal Funds Open Rate changes,
the rate of interest hereunder will change automatically without notice to the Borrower,
effective on the date of any such change.




“Fee Letter” means the letter dated February 26, 2015, signed by the Borrower,
the Agent, and PNC Capital Markets LLC, as a joint lead arranger and joint bookrunner.




“Fitch” means Fitch, Inc.




“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is
not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident
or organized under the laws of a jurisdiction other than that in which the Borrower is
resident for tax purposes.




“Fronting Exposure” means, at any time there is a Defaulting Lender (a) with
respect to the Issuing Lender, such Defaulting Lender’s Ratable Share of the outstanding
Letter of Credit Obligations with respect to Letters of Credit issued by the Issuing Lender
other than Letter of Credit Obligations as to which such Defaulting Lender’s participation
obligation has been reallocated to other Lenders or cash collateralized in accordance with
the terms of Section 2.21 and (b) with respect to the Swing Line Lender, such Defaulting
Lender’s Ratable Share of outstanding Swing Line Advances made by the Swing Line Lender
other than Swing Line Advances as to which such Defaulting Lender’s participation obligation
has been reallocated to other Lenders.




“GAAP” means generally accepted accounting principles in the United States as
in effect from time to time, applied on a basis consistent (except for changes concurred in
by the Borrower’s independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered to the
Lenders.




“Hazardous Materials” means (a) gasoline, petroleum and petroleum products,
byproducts or breakdown products, radioactive materials, asbestos containing materials,
polychlorinated biphenyls, radon gas and urea-formaldehyde insulation and (b) any other
chemicals, materials or substances designated, classified or regulated as hazardous or toxic
or as a pollutant or contaminant under any Environmental Law.




“Hedge Agreements” means interest rate swap, cap or collar agreements, interest
rate future or option contracts, currency swap agreements, currency future or option
contracts, commodity swap agreements or option agreements, commodity future agreements,
equity or equity index swap agreements, foreign exchange transaction agreements, floor
transaction agreements, cap transaction agreements, collar transaction agreements and other
similar agreements or any combination of the foregoing agreements.




“ICC” has the meaning specified in Section 8.09.




“Increase Date” has the meaning specified in Section 2.19(a).




“Increasing Lender” has the meaning specified in Section 2.19(b).




“Indemnified Costs” has the meaning specified in Section 7.09.




“Indemnified Party” has the meaning specified in Section 8.04(b).




“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or
with respect to any payment made by or on account of any obligation of the Borrower under
any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.




“Initial Lenders” has the meaning specified in the Preamble.




“Insolvency Proceeding” means, with respect to any Person, (a) a case, action
or proceeding with respect to such Person (i) before any court or any other Official Body
under any bankruptcy, insolvency, reorganization or other similar Law now or hereafter in
effect, or (ii) for the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator, conservator (or similar official) of such Person or otherwise relating to the
liquidation, dissolution, winding-up or relief of such Person, or (b) any general assignment
for the benefit of creditors, composition, marshaling of assets for creditors, or other,
similar arrangement in respect of such Person’s creditors generally or any substantial
portion of its creditors; undertaken under any law.




“Interest Period” means, for each Eurodollar Rate Advance comprising part of
the same Revolving Credit Borrowing, the period commencing on the date of such Eurodollar
Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurodollar
Rate Advance and ending on the last day of the period selected by the Borrower pursuant to
the provisions below and, thereafter, with respect to Eurodollar Rate Advances, each
subsequent period commencing on the last day of the immediately preceding Interest Period
and ending on the last day of the period selected by the Borrower pursuant to the provisions
below. The duration of each such Interest Period shall be two weeks or one, two, three or
six months, as specified by the Borrower in the Notice of Revolving Credit Borrowing
received by the Agent no later than 1:00 p.m. (Pittsburgh, Pennsylvania time) on the third
Business Day prior to the first day of such Interest Period; provided,
however, that:




(a) the Borrower may not select any Interest Period that ends after the
Termination Date;




(b) Interest Periods commencing on the same date for Eurodollar Rate Advances
comprising part of the same Revolving Credit Borrowing shall be of the same
duration;




(c) whenever the last day of any Interest Period would otherwise occur on a day
other than a Business Day, the last day of such Interest Period shall be extended to
occur on the next succeeding Business Day, provided, however, that, if such
extension would cause the last day of such Interest Period to occur in the next
following calendar month, the last day of such Interest Period shall occur on the
next preceding Business Day; and




(d) whenever the first day of any Interest Period occurs on a day of an initial
calendar month for which there is no numerically corresponding day in the calendar
month that succeeds such initial calendar month by the number of months equal to the
number of months in such Interest Period, such Interest Period shall end on the last
Business Day of such succeeding calendar month.




“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended
from time to time, and the regulations promulgated and rulings issued thereunder.




“ISP98” has the meaning specified in Section 8.09.




“Issuing Lender” means PNC, in its individual capacity as issuer of Letters of
Credit hereunder (including the Existing Letter of Credit), and any other Lender that
becomes the Issuing Lender in accordance with the last paragraph of Section 7.06.
References herein to “the Issuing Lender” shall be deemed to be references to PNC (or any
successor issuer of Letters of Credit).




“Law” means any law (including common law), constitution, statute, treaty,
regulation, rule, ordinance, opinion, release, ruling, order, executive order, injunction,
writ, decree, judgment, authorization or approval of, or award by or settlement agreement
with, any Official Body, foreign or domestic.




“Lenders” means the Initial Lenders, and each Assuming Lender that shall become
a party hereto pursuant to Section 2.19 and each Person that shall become a party hereto
pursuant to Section 8.07.




“Letter of Credit” has the meaning specified in Section 2.04(a).




“Letter of Credit Borrowing” has the meaning specified in Section 2.04(c)(iii).




“Letter of Credit Collateral Account” has the meaning specified in
Section 2.21(b)(ii).




“Letter of Credit Fee” has the meaning specified in Section 2.04(b).




“Letter of Credit Obligations” means, as of any date of determination, the
aggregate amount available to be drawn under all outstanding Letters of Credit on such date
plus the aggregate Reimbursement Obligations and Letter of Credit Borrowings on such
date.




“Letter of Credit Sublimit” has the meaning specified in Section 2.04(a).




“Lien” means any lien, security interest or other charge or encumbrance of any
kind, or any other type of preferential arrangement, including, without limitation, the lien
or retained security title of a conditional vendor and any easement, right of way or other
encumbrance on title to real property.




“Loan Documents” means this Agreement, the Fee Letter, the Notes and any other
instruments, certificates or documents delivered in connection herewith or therewith, in
each case as amended, supplemented or modified from time to time.




“Material Adverse Change” means any material adverse change in the business,
financial condition or operations of the Borrower and its Subsidiaries taken as a whole.




“Material Adverse Effect” means a material adverse effect on (a) the business,
financial condition or operations of the Borrower and its Subsidiaries taken as a whole, (b)
the rights and remedies of the Agent or any Lender under this Agreement or any Note or (c)
the ability of the Borrower to perform its obligations under this Agreement or any Note.




“Material Subsidiary” means, with respect to the Borrower, at any time, any
Subsidiary of the Borrower that is a “significant subsidiary” (as such term is defined in
Regulation S-X, but treating all references therein to the “registrant” as references to the
Borrower).




“Moody’s” means Moody’s Investors Service, Inc.




“Multiemployer Plan” means a multiemployer plan, as defined in Section
4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate is making or accruing an
obligation to make contributions, or has within any of the preceding five plan years made or
accrued an obligation to make contributions.




“Multiple Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA
Affiliate and at least one Person other than the Borrower and the ERISA Affiliates or (b)
was so maintained and in respect of which the Borrower or any ERISA Affiliate could have
liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be
terminated.




“Non-Consenting Lender” means any Lender that has not consented to any proposed
amendment, modification, waiver or termination of any Loan Document which, pursuant to
Section 8.01, requires the consent of all Lenders or all affected Lenders and with respect
to which the Required Lenders shall have granted their consent.




“Non-Defaulting Lender” means, at any time, any Lender that is not a Defaulting
Lender at such time.




“Non-recourse Debt” of any Person means Debt secured by a Lien on one or more
assets or rights to receive revenue of such Person where the rights and remedies of the
holder of such Debt in respect of such Debt are non-recourse to such Person and do not
extend to any other assets or rights to receive revenue of such Person and, if such Person
is organized under the laws of or doing business in the United States or any political
subdivision thereof or therein, as to which such holder has effectively waived (or
subordinated in favor of the Lenders) such holder’s right to make the election provided
under 11 U.S.C. §1111(b)(1)(A).




“Note” means a Revolving Credit Note or the Swing Line Note.




“Notice” has the meaning specified in Section 8.02(c).




“Notice of Revolving Credit Borrowing” has the meaning specified in Section
2.02(a).




“Notice of Swing Line Borrowing” has the meaning specified in Section 2.03(b).




“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets
Control.




“Official Body” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank) (including the Financial Accounting Standards
Board, the Bank for International Settlements or the Basel Committee on Banking Supervision
or any successor or similar authority to any of the foregoing).




“Order” has the meaning specified in Section 2.04(h).




“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as
a result of a present or former connection between such Recipient and the jurisdiction
imposing such Tax (other than connections arising from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under,
received or perfected a security interest under, engaged in any other transaction pursuant
to or enforced any Loan Document, or sold or assigned an interest in any Advance or Loan
Document).




“Other Taxes” means all present or future stamp, court or documentary,
intangible, recording, filing or similar Taxes that arise from any payment made under, from
the execution, delivery, performance, enforcement or registration of, from the receipt or
perfection of a security interest under, or otherwise with respect to, any Loan Document,
except any such Taxes that are Other Connection Taxes imposed with respect to an assignment
(other than an assignment made pursuant to Section 2.22(b)).




“Participant Register” has the meaning specified in Section 8.07(d).




“Participation Advance” has the meaning specified in Section 2.04(c)(iii).




“Patriot Act” means the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56,
signed into law October 26, 2001.




“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).




“Permitted Liens” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens
for taxes, assessments and governmental charges or levies to the extent not required to be
paid under Section 5.01(b) hereof; (b) Liens imposed by law, such as materialmen’s,
mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in
the ordinary course of business securing obligations that are not overdue for a period of
more than 60 days; (c) pledges or deposits to secure obligations under workers’ compensation
laws or similar legislation or to secure public or statutory obligations or contracts (other
than for the repayment of borrowed money); and (d) easements, rights of way and other
encumbrances on title to real property that do not render title to the property encumbered
thereby unmarketable or materially adversely affect the use of such property for its present
purposes.




“Person” means an individual, partnership, corporation (including a business
trust), joint stock company, trust, unincorporated association, joint venture, limited
liability company or other entity, or a government or any political subdivision or agency
thereof.




“Plan” means a Single Employer Plan or a Multiple Employer Plan.




“Platform” has the meaning specified in Section 8.02(b).




“PNC” means PNC Bank, National Association, its successors and assigns.




“Prime Rate” means the rate of interest per annum publicly announced from time
to time by PNC as its prime rate in effect at its principal office in Pittsburgh,
Pennsylvania, which rate may not be the lowest rate then being charged to commercial
borrowers by PNC; each change in the Prime Rate shall be effective on the date such change
is publicly announced as effective.




“Public Debt Rating” means, as of any date, the current rating announced by any
of S&P, Moody’s or Fitch, as the case may be, for any class of non-credit enhanced long term
senior unsecured debt issued by the Borrower or, if any such rating agency shall have issued
more than one such rating, the lowest such rating issued by such rating agency. For
purposes of the foregoing: (a) if only one of S&P, Moody’s and Fitch shall have in effect a
Public Debt Rating, the Applicable Margin and the Applicable Commitment Fee Percentage shall
be determined (i) in the case of an S&P or Moody’s rating, by reference to the available
rating or (ii) in the case of a Fitch rating, the applicable level will be deemed to be one
level below the available rating; (a) if only S&P and Moody’s shall have in effect a Public
Debt Rating, the Applicable Margin and the Applicable Commitment Fee Percentage shall be
determined by reference to the highest available rating, unless such ratings differ by two
or more levels in which case the applicable level be deemed to be one level below the higher
of such levels; (a) if only Moody’s and Fitch shall have in effect a Public Debt Rating, the
Applicable Margin and the Applicable Commitment Fee Percentage shall be determined by
reference to the Moody’s rating, unless such ratings differ by two or more levels in which
case the applicable level will be deemed to be one level below the higher of such levels;
(a) if only S&P and Fitch shall have in effect a Public Debt Rating, the Applicable Margin
and the Applicable Commitment Fee Percentage shall be determined by reference to the S&P
rating, unless such ratings differ by two or more levels in which case the applicable level
will be deemed to be one level below the higher of such levels; (a) if S&P, Moody’s and
Fitch each have in effect a Public Debt Rating, the Applicable Margin and the Applicable
Commitment Fee Percentage shall be (i) based upon the rating level of two such agencies, if
two such agencies have ratings in the same level or (ii) deemed to be one level below the
highest of such levels if the rating levels of the three agencies fall within three
different levels; (a) if none of S&P, Moody’s or Fitch shall have in effect a Public Debt
Rating, the Applicable Margin and the Applicable Commitment Fee Percentage will be set in
accordance with Level 6 under the definition of “Applicable Margin” or
“Applicable Commitment Fee Percentage”, as the case may be; (a) if any rating
established by S&P, Moody’s or Fitch shall be changed, such change shall be effective as of
the date on which such change is first announced publicly by the rating agency making such
change; and (h) if S&P, Moody’s or Fitch shall change the basis on which ratings are
established, each reference to the Public Debt Rating announced by S&P, Moody’s or Fitch, as
the case may be, shall refer to the then equivalent rating by S&P, Moody’s or Fitch, as the
case may be.




“Published Rate” means the rate of interest published each Business Day in The
Wall Street Journal “Money Rates” listing under the caption “London Interbank
Offered Rates” for a one month period (or, if no such rate is published therein for any
reason, then the Published Rate shall be the rate at which U.S. dollar deposits are offered
by leading banks in the London interbank deposit market for a one month period as published
in another publication selected by the Agent); provided that, with respect
to any day that is not a Business Day, the “Published Rate” shall be the Published Rate on
the immediately preceding Business Day.




“Ratable Share” means, at any time, with respect to any Lender, the proportion
that such Lender’s Commitment bears to the Commitments of all of the Lenders;
provided that, in the case of Section 2.21, when a Defaulting Lender shall exist,
Ratable Share shall mean the proportion that such Lender’s Commitment bears to the
Commitment of all of the Lenders other than Defaulting Lenders. If the Commitments have
terminated or expired, the Ratable Shares shall be determined based upon the Commitments
most recently in effect, giving effect to any assignments.




“Recipient” means (a) the Agent, (b) any Lender and (c) any Issuing Lender, as
applicable.




“Register” has the meaning specified in Section 8.07(c).




“Regulation S-X” means Regulation S-X of the U.S. Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934 (as amended from time to time).




“Reimbursement Obligation” shall have the meaning specified in
Section 2.04(c)(i).




“Required Lenders” means Lenders, excluding any Defaulting Lenders, having a
majority of the sum of the aggregate amount of the Commitments of the Lenders (excluding any
Defaulting Lender) or, after the termination of the Commitments, a majority of the sum of
(a) the aggregate outstanding principal amount of the Revolving Credit Advances of the
Lenders (excluding any Defaulting Lender) and (b) the Ratable Shares of the Lenders
(excluding any Defaulting Lender) of the Letter of Credit Obligations and the principal
amount of the Swing Line Advances then outstanding.




“Responsible Officer” means, with respect to the Borrower, the Chief Executive
Officer, President, Chief Financial Officer, Treasurer or Assistant Treasurer of the
Borrower.




“Revolving Credit Advance” means an advance by a Lender to the Borrower as part
of a Revolving Credit Borrowing and refers to a Base Rate Advance or a Eurodollar Rate
Advance (each of which shall be a “Type” of Revolving Credit Advance).




“Revolving Credit Borrowing” means a borrowing consisting of simultaneous
Revolving Credit Advances of the same Type made by the Lenders pursuant to Section 2.01.




“Revolving Credit Note” means a promissory note of the Borrower payable to any
Lender, delivered pursuant to a request made under Section 2.17 in substantially the form of
Exhibit A-1 hereto, evidencing the aggregate indebtedness of the Borrower to such Lender
resulting from the Revolving Credit Advances made by such Lender.




“Revolving Facility Usage” means, at any time, the sum of the outstanding
principal amount of the Revolving Credit Advances, the outstanding principal amount of the
Swing Line Advances and the Letter of Credit Obligations.




“S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.




“Sanctioned Country” means at any time, a country or territory that is, or
whose government is, the subject or target of any Sanctions.




“Sanctioned Person” means at any time, (a) any Person listed in any
Sanctions-related list of designated Persons maintained by the Office of Foreign Assets
Control of the U.S. Department of the Treasury or the U.S. Department of State or by the
United Nations Security Council, the European Union or any European Union member state, (b)
any Person operating, organized or resident in a Sanctioned Country or (c) any Person
controlled by any such Person described in the foregoing clauses (a) and (b).




“Sanctions” means economic or financial sanctions or trade embargoes imposed,
administered or enforced from time to time by (a) the U.S. government, including those
administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury
or the U.S. Department of State or (b) the United Nations Security Council, the European
Union or Her Majesty’s Treasury of the United Kingdom.




“SEC Reports” means periodic reports filed from time to time with the U.S.
Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934 (as
amended from time to time).




“Securities Certificate” has the meaning specified in Section 2.20.




“Single Employer Plan” means a single employer plan, as defined in Section
4001(a)(15) of ERISA, that (a) is maintained for employees of the Borrower or any ERISA
Affiliate and no Person other than the Borrower and the ERISA Affiliates or (b) was so
maintained and in respect of which the Borrower or any ERISA Affiliate could have liability
under Section 4069 of ERISA in the event such plan has been or were to be terminated.




“SPE” means any special purpose Subsidiary established in connection with any
Accounts Receivable Securitization.




“Subsidiary” of any Person means any corporation, partnership, joint venture,
limited liability company, trust or estate of which (or in which) more than 50% of (a) the
issued and outstanding capital stock having ordinary voting power to elect a majority of the
Board of Directors of such corporation (irrespective of whether at the time capital stock of
any other class or classes of such corporation shall or might have voting power upon the
occurrence of any contingency), (b) the interest in the capital or profits of such limited
liability company, partnership or joint venture or (c) the beneficial interest in such trust
or estate is at the time directly or indirectly owned or controlled by such Person, by such
Person and one or more of its other Subsidiaries or by one or more of such Person’s other
Subsidiaries.




“Swing Line Advance(s)” has the meaning specified in subsection 2.03(a).




“Swing Line Collateral Account” has the meaning specified in Section
2.21(b)(iii).




“Swing Line Commitment” means the commitment of the Swing Line Lender to make
Swing Line Advances pursuant to the provisions of Section 2.03 of this Agreement in an
aggregate amount at any one time outstanding not to exceed $30,000,000, as the same may be
changed from time to time in accordance with the provisions of this Agreement.




“Swing Line Lender” means PNC, and any successor thereto, or any other Lender
to which the Swing Line Commitment is assigned, in each case in its capacity as the lender
of Swing Line Advances.




“Swing Line Note” has the meaning specified in subsection 2.03(b).




“Swing Line Prepayment Date” has the meaning specified in subsection 2.03(c).




“Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings (including backup withholdings), assessments, fees or other charges imposed by
any Official Body, including any interest, additions to tax or penalties applicable thereto.




“Termination Date” means the earlier of (a) March 25, 2016, subject to the
extension thereof pursuant to Section 2.20, and (b) the date of termination in whole of the
Commitments pursuant to Section 2.06 or 6.01.




“Total Exposure” means, as to any Lender at any time, the sum of (a) the
aggregate principal amount of all Revolving Credit Advances made by such Lender then
outstanding, (b) such Lender’s Ratable Share multiplied by the aggregate Letter of Credit
Obligations at such time and (c) such Lender’s Ratable Share multiplied by the aggregate
principal amount of Swing Line Advances then outstanding.




“Trust Indenture Act” has the meaning specified in Section 7.02.




“UCP” has the meaning specified in Section 8.09.




“U.S. Person” means any Person that is a “United States Person” as defined in
Section 7701(a)(30) of the Internal Revenue Code.




“U.S. Tax Compliance Certificate” has the meaning assigned thereto in
Section 2.15(g).




“Voting Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons performing similar
functions) of such Person, even if the right so to vote has been suspended by the happening
of such a contingency.




“Withholding Agent” means the Borrower and the Agent.



Section 1.02 Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each mean “to but excluding”.



Section 1.03 Accounting Terms. All accounting terms not specifically defined herein
shall be construed in accordance with GAAP, provided that if the Borrower, by notice to the
Agent, shall request an amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in GAAP or in the application thereof on the operation of such
provision (or if the Agent or the Required Lenders, by notice to the Borrower, shall request an
amendment to any provision hereof for such purpose), regardless of whether any such notice is given
before or after such change in GAAP or in the application thereof, then (a) the Agent, the Lenders
and the Borrower shall negotiate in good faith to amend such provision to preserve the original
intent thereof in light of such change in GAAP (subject to the approval of the Borrower and the
Required Lenders) and (b) such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such notice shall have
been withdrawn or such provision amended in accordance herewith, and the Borrower shall provide to
the Agent and the Lender, when it delivers its financial statements pursuant to any provision
hereof, such reconciliation statements as shall be reasonably requested by the Agent.



ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES




Section 2.01 The Revolving Credit Advances. Each Lender severally agrees, on the
terms and conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from
time to time on any Business Day during the period from the Effective Date until the Termination
Date in an aggregate amount not to exceed at any time outstanding such Lender’s Commitment minus
the sum of such Lender’s Ratable Share of (i) all Letter of Credit Obligations then outstanding,
and (ii) the principal amount of all Swing Line Advances then outstanding; provided that no
Revolving Credit Advances shall be made if, after giving effect thereto and the simultaneous
application of the proceeds thereof, the Total Exposure of all Lenders would exceed the Commitments
of all Lenders at such time. Each Revolving Credit Borrowing comprised of Eurodollar Rate Advances
shall be in an aggregate amount of $5,000,000 and each Revolving Credit Borrowing comprised of Base
Rate Advances shall be in an aggregate amount of $1,000,000 or, in each case, an integral multiple
of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type
made on the same day by the Lenders ratably according to their respective Ratable Shares. Within
the limits of each Lender’s Commitment, the Borrower may borrow under this Section 2.01, prepay
pursuant to Section 2.11 and reborrow under this Section 2.01.



Section 2.02 Making the Revolving Credit Advances.



(a) Each Revolving Credit Borrowing shall be made on notice, given not later than (x) 1:00
p.m. (Pittsburgh, Pennsylvania time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Eurodollar
Rate Advances or (y) 12:00 Noon (Pittsburgh, Pennsylvania time) on the date of the proposed
Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate
Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by
telecopier or other electronic means. Each such notice of a Revolving Credit Borrowing (a
“Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed immediately in
writing, or telecopier or other electronic means (it being understood that the Agent may rely on
the authority of any individual making such telephone request without the necessity of receipt of
such written confirmation), in substantially the form of Exhibit B-1 hereto, specifying therein the
requested (i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising such
Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in
the case of a Revolving Credit Borrowing consisting of Eurodollar Rate Advances, initial Interest
Period for each such Revolving Credit Advance. Each Lender shall, before 2:00 p.m. (Pittsburgh,
Pennsylvania time) on the date of such Revolving Credit Borrowing make available for the account of
its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Lender’s
Ratable Share of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon
fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds
available to the Borrower by transferring such funds to an account designated by the Borrower no
later than 4:00 p.m. (Pittsburgh, Pennsylvania time) on the date of such Revolving Credit
Borrowing.



(b) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not
select Eurodollar Rate Advances for any Revolving Credit Borrowing if the aggregate amount of such
Revolving Credit Borrowing is less than $5,000,000 or if the obligation of the Lenders to make
Eurodollar Rate Advances shall then be suspended pursuant to Section 2.09 or 2.13 and (ii) the
Eurodollar Rate Advances may not be outstanding as part of more than ten separate Revolving Credit
Borrowings.



(c) Each Notice of Revolving Credit Borrowing shall be irrevocable and binding on the
Borrower. In the case of any Revolving Credit Borrowing that the related Notice of Revolving
Credit Borrowing specifies is to be comprised of Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any
failure to fulfill on or before the date specified in such Notice of Revolving Credit Borrowing for
such Revolving Credit Borrowing the applicable conditions set forth in Article III, including,
without limitation, any loss (excluding loss of anticipated profits), cost or expense incurred by
reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to
fund the Revolving Credit Advance to be made by such Lender as part of such Revolving Credit
Borrowing when such Revolving Credit Advance, as a result of such failure, is not made on such
date.



(d) Unless the Agent shall have received notice from a Lender prior to the time of any
Revolving Credit Borrowing that such Lender will not make available to the Agent such Lender’s
Ratable Share of such Revolving Credit Borrowing, the Agent may assume that such Lender has made
such portion available to the Agent on the date of such Revolving Credit Borrowing in accordance
with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make
available to the Borrower on such date a corresponding amount. If and to the extent that such
Lender shall not have so made such Ratable Share available to the Agent, such Lender and the
Borrower severally agree to repay to the Agent forthwith such corresponding amount together with
interest thereon, for each day from the date such amount is made available to the Borrower until
the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate
applicable at the time to Revolving Credit Advances comprising such Revolving Credit Borrowing and
(ii) in the case of such Lender, the greater of the Federal Funds Rate and a rate determined by the
Agent in accordance with banking industry interbank compensation rules. If the Borrower and such
Lender shall pay such interest to the Agent for the same or an overlapping period, the Agent shall
promptly remit to the Borrower the amount of such interest paid by the Borrower to the Agent for
such period. If such Lender shall repay to the Agent such corresponding amount, such amount so
repaid shall constitute such Lender’s Revolving Credit Advance as part of such Revolving Credit
Borrowing for purposes of this Agreement. Any payment by the Borrower shall be without prejudice
to any claim the Borrower may have against the Lender that shall have failed to make such payment
to the Agent.



(e) The failure of any Lender to make the Revolving Credit Advance to be made by it as part of
any Revolving Credit Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Revolving Credit Advance on the date of such Revolving Credit Borrowing, but
no Lender shall be responsible for the failure of any other Lender to make the Revolving Credit
Advance to be made by such other Lender on the date of any Revolving Credit Borrowing.



(f) Notwithstanding anything to the contrary herein, as an accommodation to the Borrower, the
interest rate on the Revolving Credit Borrowings made on the Effective Date shall initially be at
the Daily LIBOR Rate plus the Applicable Margin for Eurodollar Rate Advances, and such Revolving
Credit Borrowings shall, automatically and without the need for any further action by any party
hereto, convert on the third (3rd) Business Day after the Effective Date to Eurodollar
Rate Advances with an Interest Period of one month. Other than the Revolving Credit Borrowings
made on the Effective Date, no Eurodollar Rate Advances shall bear interest based on the Daily
LIBOR Rate.



Section 2.03 Swing Line Advances.



(a) Subject to the terms and conditions hereof, and relying on the representations and
warranties herein set forth, the Swing Line Lender shall make swing line loans (the “Swing Line
Advances”) to the Borrower at any time or from time to time after the date hereof to, but not
including the Termination Date in an aggregate outstanding principal amount up to but not in excess
of the amount of the Swing Line Commitment as requested by the Borrower; provided, that,
(a) after giving effect to any amount requested, the Revolving Credit Advances outstanding shall
not exceed the Commitments of all of the Lenders and (b) the aggregate principal amount of all
outstanding Swing Line Advances (after giving effect to any amount requested), shall not exceed the
lesser of (i) the Commitments of all of the Lenders less the sum of all outstanding Revolving
Credit Advances and the Letter of Credit Obligations and (ii) the Swing Line Commitment. Within
the foregoing limits, the Borrower may prior to the Termination Date borrow, repay and reborrow
under the Swing Line Commitment, subject to and in accordance with the terms and limitations
hereof. The interest rate for a Swing Line Advance shall be the Daily LIBOR Rate plus the
Applicable Margin in effect from time to time for Eurodollar Rate Advances (or, if the Daily LIBOR
Rate is unavailable, the Base Rate plus the Applicable Margin in effect from time to time for Base
Rate Advances), and such interest shall be due and payable in arrears on the first Business Day of
each month.



(b) Each request for a Swing Line Advance (each a “Notice of Swing Line Borrowing”)
shall be in writing (or by telephone immediately confirmed in writing, it being understood that the
Swing Line Lender may rely on the authority of any individual making such telephonic request
without the necessity of receipt of such written confirmation) in substantially the form of Exhibit
B-2 hereto and received by the Swing Line Lender not later than 1:00 p.m. (Pittsburgh, Pennsylvania
time) on the Business Day such Swing Line Advance is to be made (or such later time as the Swing
Line Lender shall agree in its discretion), specifying in each case (i) the amount to be borrowed,
and (ii) the requested borrowing date. The request for such Swing Line Advance shall be
irrevocable. The Swing Line Lender shall, not later than 4:00 p.m. (Pittsburgh, Pennsylvania time)
on the date specified in the Borrower’s request for such Swing Line Advance, make such Swing Line
Advance by crediting the deposit account designated by the Borrower in writing at the time of such
request. Each Swing Line Advance shall be in an original principal amount of $100,000 or in
integral amounts of $100,000 in excess thereof. The obligation of the Borrower to repay the Swing
Line Advances may be evidenced by a promissory note of the Borrower dated the date hereof, payable
to the Swing Line Lender in the principal amount of the Swing Line Commitment and substantially in
the form of Exhibit A-2 (as amended, supplemented or otherwise modified from time to time, the
“Swing Line Note”).



(c) The Borrower shall have the right at any time and from time to time to prepay the Swing
Line Advances, in whole or in part, without premium or penalty, upon prior written, facsimile or
telephonic notice to the Swing Line Lender given no later than 1:00 p.m. (Pittsburgh, Pennsylvania
time) on the date of any proposed prepayment (each such date, a “Swing Line Prepayment
Date”). Each notice of prepayment shall specify the Swing Line Advance to be prepaid and the
amount to be prepaid (which, except in the case of payment in full, shall be in the principal
amount of $100,000 or in integral multiples of $100,000 in excess thereof), shall be irrevocable
and shall commit the Borrower to prepay such amount on such date. All Swing Line Advances and
accrued interest thereon shall be payable on the Termination Date.



(d) If a Swing Line Advance has not been repaid within seven (7) Business Days of the date
that such Swing Line Advance was made, the Swing Line Lender shall notify the Agent and the Agent
shall notify each Lender thereof and of each Lender’s pro rata share (based on its Ratable Share)
thereof. Each Lender shall before 12:00 noon (Pittsburgh, Pennsylvania time) on the next Business
Day and whether or not one or more Events of Default shall exist (other than an Event of Default
under Section 6.01(e)) make available to the Agent, in immediately available funds, the amount of
its pro rata share (based on its Ratable Share) of the principal amount of such Swing Line Advance
outstanding. Upon such payment by a Lender, such Lender shall be deemed to have made a Revolving
Credit Advance to the Borrower, notwithstanding any failure of the Borrower to satisfy the
conditions in Section 3.02. The Agent shall use such funds to repay the principal amount of such
Swing Line Advance to the Swing Line Lender. The failure of any Lender to make available to the
Agent for the account of the Swing Line Lender a Revolving Credit Advance as provided in this
Section 2.03(d) shall be treated for all purposes in the same manner as the failure of a Lender to
make a Revolving Credit Advance under Section 2.02(d) and (e) and shall be subject
to the provisions of such Sections.



(e) Upon the occurrence and during the continuance of an Event of Default, the Agent may, and
upon the request of the Required Lenders shall, require the Borrower to pay interest (“Default
Interest on Swing Line Advances”) on (i) the unpaid principal amount of each Swing Line
Advance, payable on demand at a rate per annum equal at all times to 2% per annum above the Base
Rate plus the Applicable Margin in effect from time to time and (ii) to the fullest extent
permitted by law, the amount of any interest payable hereunder with respect to Swing Line Advances
that is not paid when due, payable on demand, at a rate per annum equal at all times to 2% per
annum above the Base Rate plus the Applicable Margin in effect from time to time, provided,
however, that following acceleration of the Advances pursuant to Section 6.01, Default
Interest on Swing Line Advances shall accrue and be payable hereunder whether or not previously
required by the Agent and shall be paid in full on demand.



(f) In the event that (i) the Borrower shall fail to repay the Swing Line Lender (A) the
outstanding Swing Line Advances together with accrued interest thereon on the Termination Date,
(B) the amount of any Swing Line Advance on any Swing Line Prepayment Date for such Swing Line
Advance or (C) any amounts required under Section 2.03(g), or (ii) an Event of Default shall occur
under Section 6.01(e), the Agent shall promptly notify each Lender of the unpaid amount of such
Swing Line Advance(s) (including accrued interest thereon) and of such Lender’s respective
participation therein in an amount equal to such Lender’s Ratable Share of such amount. Each
Lender shall make available to the Agent for payment to the Swing Line Lender an amount equal to
its respective participation therein (including without limitation its pro rata share of accrued
but unpaid interest thereon), in same day funds, at the office of the Agent specified in such
notice. If such notice is delivered by the Agent by 11:00 a.m. (Pittsburgh, Pennsylvania time),
each Lender shall make funds available to the Agent on that Business Day. If such notice is
delivered after 11:00 a.m. (Pittsburgh, Pennsylvania time), each Lender shall make funds available
to the Agent on the next Business Day. In the event that any Lender fails to make available to the
Agent the amount of such Lender’s participation in such unpaid amount as provided herein, the Swing
Line Lender shall be entitled to recover such amount on demand from such Lender together with
interest thereon at a rate per annum equal to the higher of the Federal Funds Rate and a rate
determined by the Agent in accordance with banking industry rules on interbank compensation for
each day during the period between the Business Day such payment is due in accordance with the
terms of this Section 2.03(f) and the date on which such Lender makes available its participation
in such unpaid amount. The failure of any Lender to make available to the Agent its Ratable Share
of any such unpaid amount shall not relieve any other Lender of its obligations hereunder to make
available to the Agent its Ratable Share of such unpaid amount on the Business Day such payment is
due in accordance with the terms of this Section 2.03(f). The Agent shall promptly distribute to
each Lender which has paid all amounts payable by it under this Section 2.03(f) with respect to the
unpaid amount of any Swing Line Advance, such Lender’s Ratable Share of all payments received by
the Agent from the Borrower in repayment of such Swing Line Advance when such payments are
received; provided, however, that in the event that any payment received by the
Lenders shall be required to be returned by the Swing Line Lender, any Lender receiving any portion
of such payment shall be required to return to the Swing Line Lender such portion thereof
previously distributed to it. Notwithstanding anything to the contrary herein, each Lender which
has paid all amounts payable by it under this subsection 2.03(f) shall have a direct right to
repayment of such amounts from the Borrower subject to the procedures for repaying Lenders set
forth in this Section 2.03(f) and the provisions of Section 8.05.



(g) In the event the Commitments are terminated in accordance with the terms hereof, the Swing
Line Commitment shall also be terminated automatically. In the event the Borrower reduces the
aggregate Commitments to less than the Swing Line Commitment, the Swing Line Commitment shall
immediately be reduced to an amount equal to the aggregate Commitments. In the event the Borrower
reduces the aggregate Commitments to less than the outstanding principal amount of the Swing Line
Advances outstanding, the Borrower shall immediately repay the amount by which the outstanding
Swing Line Advances exceeds the Swing Line Commitment as so reduced plus accrued interest thereon.



(h) Each Lender acknowledges and agrees that, in making any Swing Line Advance, the Swing Line
Lender shall be entitled to rely, and shall not incur any liability for relying, upon the
representation and warranty of the Borrower deemed made pursuant to Section 3.02, unless, at least
one Business Day prior to the time such Swing Line Advance was made, the Required Lenders shall
have notified the Swing Line Lender (with a copy to the Agent) in writing that, as a result of one
or more events or circumstances described in such notice, one or more of the conditions precedent
set forth in Section 3.02 would not be satisfied if such Swing Line Advance were then made (it
being understood and agreed that, in the event the Swing Line Lender shall have received any such
notice, it shall have no obligation to make any Swing Line Advance until and unless it shall be
satisfied in its sole discretion that the events and circumstances described in such notice shall
have been cured or otherwise shall have ceased to exist). Each Revolving Lender further
acknowledges and agrees that its obligation to acquire participations in Swing Line Advances
pursuant to this Section 2.03 is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default
or any reduction or termination of the Commitments, and that each such payment shall be made
without any offset, abatement, withholding or reduction whatsoever.



Section 2.04 Letter of Credit Subfacility.



(a) Issuance of Letters of Credit. The Borrower may at any time prior to the
Termination Date request the issuance of a letter of credit (together with the Existing Letter of
Credit, each a “Letter of Credit” and collectively, the “Letters of Credit”) on
behalf of itself or its Subsidiaries, or the amendment or extension of an existing Letter of
Credit, by delivering to the relevant Issuing Lender (with a copy to the Agent) a completed
application and agreement for letters of credit, or request for such amendment or extension, as
applicable, in such form as such Issuing Lender may specify from time to time by no later than
10:00 a.m. (Pittsburgh, Pennsylvania time) at least three (3) Business Days, or such shorter period
as may be agreed to by such Issuing Lender, in advance of the proposed date of issuance, amendment
or extension. Each Letter of Credit shall be a standby letter of credit and no commercial letter
of credit shall be issued hereunder. Promptly after receipt of any letter of credit application,
the relevant Issuing Lender shall confirm with the Agent (by telephone or in writing) that the
Agent has received a copy of such Letter of Credit application and if not, such Issuing Lender will
provide the Agent with a copy thereof. Unless the relevant Issuing Lender has received notice from
any Lender, the Agent, or the Borrower, at least one day prior to the requested date of issuance,
amendment or extension of the applicable Letter of Credit, that one or more applicable conditions
in Section 3.02 is not satisfied, then, subject to the terms and conditions hereof and in reliance
on the agreements of the other Lenders set forth in this Section 2.04, such Issuing Lender or any
of such Issuing Lender’s Affiliates will issue a Letter of Credit or agree to such amendment or
extension, provided that each Letter of Credit shall (A) have a maximum maturity of no greater than
twelve (12) months from the date of issuance, and (B) in no event expire later than five (5)
Business Days prior to the Termination Date and provided further that in no event shall (i) the
Letter of Credit Obligations exceed, at any one time, $100,000,000 (the “Letter of Credit
Sublimit”) or (ii) the Revolving Facility Usage exceed, at any one time, the Commitments.
Notwithstanding the foregoing, any Letter of Credit may contain customary automatic renewal
provisions agreed upon by the Borrower and the relevant Issuing Lender (each an “Auto-Extension
Letter of Credit”) pursuant to which the expiration date of such Auto-Extension Letter of
Credit shall automatically be extended for a period of up to 12 months (but not to a date later
than the date set forth in clause (B) above), subject to a right on the part of such Issuing Lender
to prevent any such renewal from occurring for one of the reasons set forth in this Section 2.04(a)
by giving notice to the beneficiary in advance of any such renewal; provided that
the initial expiration date (or any subsequent expiration date) of each such Auto-Extension Letter
of Credit is not later than five (5) Business Days prior to the Termination Date. Unless otherwise
directed by the relevant Issuing Lender, the Borrower shall not be required to make a specific
request to such Issuing Lender for any extension of an Auto-Extension Letter of Credit. Once an
Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized the
relevant Issuing Lender to permit the extension of such Letter of Credit at any time to an expiry
date not later than the date set forth in clause (B) above; provided, however, that an Issuing
Lender shall not permit any such extension if (I) such Issuing Lender has determined that it would
not be permitted, or would have no obligation at such time, to issue such Letter of Credit in its
revised form (as extended) under the terms hereof, or (II) it has received notice (which may be by
telephone or in writing) on or before the day that is five Business Days before the date that
notice must be given to prevent an extension of such Letter of Credit from the Agent or any Lender
that one or more of the applicable conditions specified in Section 3.02 is not then satisfied and
directing such Issuing Lender not to permit such extension (it being understood and agreed that, in
the event an Issuing Lender shall have received any such notice, it shall have no obligation to
issue, amend, renew or extend any Letter of Credit until and unless it shall be satisfied in its
sole discretion that the events and circumstances described in such notice shall have been cured or
otherwise shall have ceased to exist). Each request by the Borrower for the issuance, amendment or
extension of a Letter of Credit shall be deemed to be a representation by the Borrower that it
shall be in compliance with this Section 2.04(a) and with Section 3.02 after giving effect
to the requested issuance, amendment or extension of such Letter of Credit. Promptly after its
delivery of any Letter of Credit or any amendment to a Letter of Credit to the beneficiary thereof,
the relevant Issuing Lender will also deliver to the Borrower and the Agent a true and complete
copy of such Letter of Credit or amendment.



(b) Letter of Credit Fees. The Borrower shall pay (i) to the Agent for the ratable
account of the Lenders a fee (the “Letter of Credit Fee”) equal to the Applicable Margin
for Revolving Credit Advances that are Eurodollar Rate Advances in effect from time to time and
(ii) to each Issuing Lender for its own account a fronting fee equal to 0.125% per annum with
respect to all Letters of Credit issued by such Issuing Bank (in each case under clauses (i) and
(ii) above computed on the basis of a year of 360 days and actual days elapsed), which fees shall
be computed on the daily average Letter of Credit Obligations and shall be payable quarterly in
arrears on or before the third Business Day following the last day of each March, June, September
and December following the date hereof following issuance of each Letter of Credit. The Borrower
shall also pay to each Issuing Lender for such Issuing Lender’s sole account such Issuing Lender’s
then in effect customary invoiced fees and administrative expenses payable with respect to the
Letters of Credit as such Issuing Lender may generally charge or incur from time to time in
connection with the issuance, maintenance, amendment (if any), assignment or transfer (if any),
negotiation, and administration of Letters of Credit.



(c) Disbursements, Reimbursement. Immediately upon the issuance of each Letter of
Credit (including, with respect to the Existing Letter of Credit, on the Effective Date), each
Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the
relevant Issuing Lender a participation in such Letter of Credit and each drawing thereunder in an
amount equal to such Lender’s Ratable Share of the maximum amount available to be drawn under such
Letter of Credit and the amount of such drawing, respectively.




(i) In the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the relevant Issuing Lender will promptly notify the
Borrower and the Agent thereof. Provided that it shall have received such notice by 10:00
a.m. (Pittsburgh, Pennsylvania time) on the date that an amount is paid by an Issuing Lender
under any Letter of Credit (each such date, a “Drawing Date”), the Borrower shall
reimburse (such obligation to reimburse the Issuing Lenders shall sometimes be referred to
as a “Reimbursement Obligation”) such Issuing Lender by 2:00 p.m. (Pittsburgh,
Pennsylvania time) on such date by paying to the Agent for the account of such Issuing
Lender an amount equal to the amount so paid by such Issuing Lender, or if such notice has
not been received by the Borrower by 10:00 a.m. (Pittsburgh, Pennsylvania time) on the
Drawing Date, then the Borrower shall make such payment, with interest thereon from the
Drawing Date at the rate applicable to Base Rate Advances, not later than 2:00 p.m.
(Pittsburgh, Pennsylvania time) on the Business Day immediately following the date on which
it shall have received such notice. In the event the Borrower fails to reimburse an Issuing
Lender (through the Agent) for the full amount of any drawing under any Letter of Credit
when due (plus, to the extent applicable, interest thereon as provided above), the Agent
will promptly notify each Lender thereof, and the Borrower shall be deemed to have requested
that Base Rate Advances be made by the Lenders to be disbursed, if such notice is received
on or before 12:00 noon (Pittsburgh, Pennsylvania time) on a Business Day, not later than
2:00 p.m. (Pittsburgh, Pennsylvania time) on such Business Day and, otherwise, not later
than 2:00 p.m. (Pittsburgh, Pennsylvania time) on the next Business Day, subject to, in each
case, the amount of the unutilized portion of the Commitments and subject to the conditions
set forth in Section 3.02 other than any notice requirements. Any notice given by the Agent
or an Issuing Lender pursuant to this Section 2.04(c)(i) may be oral if immediately
confirmed in writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.




(ii) Each Lender shall upon any notice pursuant to Section 2.04(c)(i) make available to
the Agent for the account of the relevant Issuing Lender an amount in immediately available
funds equal to its Ratable Share of the amount of the drawing, whereupon the participating
Lenders shall (subject to this Section 2.04(c)(ii)) each be deemed to have made a Base Rate
Advance to the Borrower in that amount. If any Lender so notified fails to make available
to the Agent for the account of the relevant Issuing Lender the amount of such Lender’s
Ratable Share of such amount by no later than 2:00 p.m. on the Drawing Date, then interest
shall accrue on such Lender’s obligation to make such payment, from the Drawing Date to the
date on which such Lender makes such payment (i) at a rate per annum equal to the Federal
Funds Rate during the first three (3) days following the Drawing Date and (ii) at a rate per
annum equal to the rate applicable to Base Rate Advances on and after the fourth day
following the Drawing Date. The Agent and the relevant Issuing Lender will promptly give
notice (as described in Section 2.04(c)(i) above) of the occurrence of the Drawing Date, but
failure of the Agent or any Issuing Lender to give any such notice on the Drawing Date or in
sufficient time to enable any Lender to effect such payment on such date shall not relieve
such Lender from its obligation under this Section 2.04(c)(ii).




(iii) With respect to any unreimbursed drawing that is not converted into a Base Rate
Advance to the Borrower in whole or in part as contemplated by Section 2.04(c)(i), because
of the Borrower’s failure to satisfy the conditions set forth in Section 3.02 other than any
notice requirements, or for any other reason, the Borrower shall be deemed to have incurred
from the relevant Issuing Lender a borrowing (each a “Letter of Credit Borrowing”)
in the amount of such drawing. Such Letter of Credit Borrowing shall be due and payable on
demand (together with interest) and shall bear interest at the rate per annum applicable to
the Base Rate Advances. Each Lender’s payment to the Agent for the account of the relevant
Issuing Lender pursuant to this Section 2.04(c) shall be deemed to be a payment in respect
of its participation in such Letter of Credit Borrowing (each a “Participation
Advance”) from such Lender in satisfaction of its participation obligation under this
Section 2.04(c).



(d) Repayment of Participation Advances.




(i) Upon (and only upon) receipt by the Agent for the account of the relevant Issuing
Lender of immediately available funds from the Borrower (x) in reimbursement of any payment
made by such Issuing Lender under the Letter of Credit with respect to which any Lender has
made a Participation Advance to the Agent, or (y) in payment of interest on such a payment
made by such Issuing Lender under such a Letter of Credit, the Agent on behalf of such
Issuing Lender will pay to each Lender, in the same funds as those received by the Agent,
the amount of such Lender’s Ratable Share of such funds, except the Agent shall retain for
the account of the relevant Issuing Lender the amount of the Ratable Share of such funds of
any Lender that did not make a Participation Advance in respect of such payment by such
Issuing Lender.




(ii) If the Agent is required at any time to return to the Borrower, or to a trustee,
receiver, liquidator, custodian, or any official in any insolvency proceeding, any portion
of any payment made by the Borrower to the Agent for the account of an Issuing Lender
pursuant to this Section in reimbursement of a payment made under the Letter of Credit or
any interest or fee thereon, each Lender shall, on demand of the Agent, forthwith return to
the Agent for the account of the relevant Issuing Lender the amount of its Ratable Share of
any amounts so returned by the Agent plus interest thereon from the date such demand is made
to the date such amounts are returned by such Lender to the Agent, at a rate per annum equal
to the Federal Funds Rate in effect from time to time.



(e) Documentation. The Borrower agrees to be bound by the terms of each Issuing
Lender’s application and agreement for letters of credit and each Issuing Lender’s written
regulations and customary practices relating to letters of credit, though such interpretation may
be different from the Borrower’s. In the event of a conflict between such application or agreement
and this Agreement, this Agreement shall govern. It is understood and agreed that, except in the
case of gross negligence or willful misconduct, no Issuing Lender shall be liable for any error,
negligence and/or mistakes, whether of omission or commission, in following the Borrower’s
instructions or those contained in the Letters of Credit or any modifications, amendments or
supplements thereto.



(f) Determinations to Honor Drawing Requests. In determining whether to honor any
request for drawing under any Letter of Credit by the beneficiary thereof, an Issuing Lender shall
be responsible only to determine that the documents and certificates required to be delivered under
such Letter of Credit have been delivered and that they comply on their face with the requirements
of such Letter of Credit.



(g) Nature of Participation and Reimbursement Obligations. Each Lender’s obligation
in accordance with this Agreement to make the Revolving Credit Advances or Participation Advances,
as contemplated by Section 2.04(c), as a result of a drawing under a Letter of Credit, and the
obligation of the Borrower to reimburse the relevant Issuing Lender upon a draw under a Letter of
Credit, shall be absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Section 2.04 under all circumstances, including the following
circumstances:




(i) any set-off, counterclaim, recoupment, defense or other right which such Lender may
have against any Issuing Lender or any of its Affiliates, the Borrower or any other Person
for any reason whatsoever, or which the Borrower may have against any Issuing Lender or any
of its Affiliates, any Lender or any other Person for any reason whatsoever;




(ii) the failure of the Borrower or any other Person to comply, in connection with a
Letter of Credit Borrowing, with the conditions set forth in Sections 2.01, 2.02 or 3.02 or
as otherwise set forth in this Agreement for the making of a Revolving Credit Advance, it
being acknowledged that such conditions are not required for the making of a Letter of
Credit Borrowing and the obligation of the Lenders to make Participation Advances under
Section 2.04(c);




(iii) any lack of validity or enforceability of any Letter of Credit;




(iv) any claim of breach of warranty that might be made by the Borrower or any Lender
against any beneficiary of a Letter of Credit, or the existence of any claim, set-off,
recoupment, counterclaim, crossclaim, defense or other right which the Borrower or any
Lender may have at any time against a beneficiary, successor beneficiary or any transferee
or assignee of any Letter of Credit or the proceeds thereof (or any Persons for whom any
such transferee may be acting), any Issuing Lender or any of its Affiliates or any Lender or
any other Person, whether in connection with this Agreement, the transactions contemplated
herein or any unrelated transaction (including any underlying transaction between the
Borrower or Subsidiaries of the Borrower and the beneficiary for which any Letter of Credit
was procured);




(v) the lack of power or authority of any signer of (or any defect in or forgery of any
signature or endorsement on) or the form of or lack of validity, sufficiency, accuracy,
enforceability or genuineness of any draft, demand, instrument, certificate or other
document presented under or in connection with any Letter of Credit, or any fraud or alleged
fraud in connection with any Letter of Credit, or the transport of any property or provision
of services relating to a Letter of Credit, in each case even if an Issuing Lender or any of
its Affiliates has been notified thereof;




(vi) payment by an Issuing Lender or any of its Affiliates under any Letter of Credit
against presentation of a demand, draft or certificate or other document which does not
comply with the terms of such Letter of Credit;




(vii) the solvency of, or any acts or omissions by, any beneficiary of any Letter of
Credit, or any other Person having a role in any transaction or obligation relating to a
Letter of Credit, or the existence, nature, quality, quantity, condition, value or other
characteristic of any property or services relating to a Letter of Credit;




(viii) any failure by an Issuing Lender or any of its Affiliates to issue any Letter of
Credit in the form requested by the Borrower, unless such Issuing Lender has received
written notice from the Borrower of such failure within three Business Days after such
Issuing Lender shall have furnished the Borrower and the Agent a copy of such Letter of
Credit and such error is material and no drawing has been made thereon prior to receipt of
such notice;




(ix) any Material Adverse Change;




(x) any breach of this Agreement or any other Loan Document by any party thereto;




(xi) the occurrence or continuance of an Insolvency Proceeding with respect to the
Borrower;




(xii) the fact that an Event of Default or a Default shall have occurred and be
continuing;




(xiii) the fact that the Termination Date shall have passed or this Agreement or the
Commitments hereunder shall have been terminated; and




(xiv) any other circumstance or happening whatsoever, whether or not similar to any of
the foregoing.



In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, the relevant Issuing Lender may, in its sole
discretion, either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to the contrary, or refuse to accept and
make payment upon such documents if such documents are not in strict compliance with the terms of
such Letter of Credit.



(h) Liability for Acts and Omissions. As between the Borrower and the Issuing
Lenders, or the Issuing Lenders’ Affiliates, the Borrower assumes all risks of the acts and
omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, the Issuing Lenders shall not be
responsible for any of the following, including any losses or damages to the Borrower or other
Person or property relating therefrom: (i) the form, validity, sufficiency, accuracy, genuineness
or legal effect of any document submitted by any party in connection with the application for an
issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects
invalid, insufficient, inaccurate, fraudulent or forged (even if an Issuing Lender or its
Affiliates shall have been notified thereof); (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any such Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason; (iii) the failure of the beneficiary of any such Letter of
Credit, or any other party to which such Letter of Credit may be transferred, to comply fully with
any conditions required in order to draw upon such Letter of Credit or any other claim of the
Borrower against any beneficiary of such Letter of Credit, or any such transferee, or any dispute
between or among the Borrower and any beneficiary of any Letter of Credit or any such transferee;
(iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by
mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or of the proceeds
thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds
of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond
the control of an Issuing Lender or its Affiliates, as applicable, including any act or omission of
any Official Body, and none of the above shall affect or impair, or prevent the vesting of, any of
the Issuing Lenders’ or their Affiliates rights or powers hereunder. Nothing in the preceding
sentence shall relieve an Issuing Lender from liability for such Issuing Lender’s gross negligence
or willful misconduct in connection with actions or omissions described in such clauses (i) through
(viii) of such sentence. In no event shall an Issuing Lender or its Affiliates be liable to the
Borrower for any indirect, consequential, incidental, punitive, exemplary or special damages or
expenses (including without limitation attorneys’ fees), or for any damages resulting from any
change in the value of any property relating to a Letter of Credit.



Without limiting the generality of the foregoing, each Issuing Lender and each of its
Affiliates (i) may rely on any oral or other communication believed in good faith by such Issuing
Lender or such Affiliate to have been authorized or given by or on behalf of the applicant for a
Letter of Credit, (ii) may honor any presentation if the documents presented appear on their face
substantially to comply with the terms and conditions of the relevant Letter of Credit; (iii) may
honor a previously dishonored presentation under a Letter of Credit, whether such dishonor was
pursuant to a court order, to settle or compromise any claim of wrongful dishonor, or otherwise,
and shall be entitled to reimbursement to the same extent as if such presentation had initially
been honored, together with any interest paid by such Issuing Lender or its Affiliate; (iv) may
honor any drawing that is payable upon presentation of a statement advising negotiation or payment,
upon receipt of such statement (even if such statement indicates that a draft or other document is
being delivered separately), and shall not be liable for any failure of any such draft or other
document to arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay any
paying or negotiating bank claiming that it rightfully honored under the laws or practices of the
place where such bank is located; and (vi) may settle or adjust any claim or demand made on such
Issuing Lender or its Affiliate in any way related to any order issued at the applicant’s request
to an air carrier, a letter of guarantee or of indemnity issued to a carrier or any similar
document (each an “Order”) and honor any drawing in connection with any Letter of Credit
that is the subject of such Order, notwithstanding that any drafts or other documents presented in
connection with such Letter of Credit fail to conform in any way with such Letter of Credit.



In furtherance and extension and not in limitation of the specific provisions set forth above,
any action taken or omitted by an Issuing Lender or its Affiliates under or in connection with the
Letters of Credit issued by it or any documents and certificates delivered thereunder, if taken or
omitted in good faith, shall not put such Issuing Lender or its Affiliates under any resulting
liability to the Borrower or any Lender.



(i) Issuing Lender Reporting Requirements. Each Issuing Lender shall, on the first
Business Day of each month, provide to the Agent and the Borrower a schedule of the Letters of
Credit issued by it, in form and substance satisfactory to the Agent, showing the date of issuance
of each Letter of Credit, the account party, the original face amount (if any), and the expiration
date of any Letter of Credit outstanding at any time during the preceding month, and any other
information relating to such Letter of Credit that the Agent may request.



(j) Existing Letter of Credit. Notwithstanding anything to the contrary in this
Section 2.04 the Existing Letter of Credit shall be deemed to have been issued pursuant hereto, and
from and after the Effective Date shall be subject to and governed by the terms and conditions
hereof, including that the pricing and reimbursement obligations with respect to the Existing
Letter of Credit shall be determined in accordance with the terms of this Agreement.



Section 2.05 Fees.



(a) Commitment Fees. Accruing from the date hereof until the Termination Date, the
Borrower agrees to pay to the Agent for the account of each Lender according to its Ratable Share,
a nonrefundable commitment fee (collectively, the “Commitment Fees”) equal to the
Applicable Commitment Fee Percentage (computed on the basis of a year of 360 days and actual days
elapsed) multiplied by the average daily difference between the amount of (i) the Commitments (for
purposes of this computation, PNC’s Swing Line Advances shall be deemed to be borrowed amounts
under PNC’s Commitment and not the Commitment of any other Lender) and (ii) the Revolving Facility
Usage. All Commitment Fees shall be payable in arrears quarterly on the first Business Day of each
April, July, October and January, commencing July 1, 2015, and on the Termination Date.



(b) Agent’s Fees. The Borrower shall pay to the Agent the administrative and other
fees at the times and in the amounts agreed upon in the Fee Letter.



Section 2.06 Optional Termination or Reduction of the Commitments. The Borrower shall
have the right, upon at least three Business Days’ notice to the Agent, to terminate in whole or
permanently reduce ratably in part the unused portions of the respective Commitments of the
Lenders, provided, that each partial reduction shall be in the aggregate amount of
$5,000,000 or an integral multiple of $1,000,000 in excess thereof and provided
further that any such reduction or termination shall be accompanied by prepayment of the
Revolving Credit Advances, Swing Line Advances, Reimbursement Obligations, Letter of Credit
Borrowings and/or cash collateral with respect to any outstanding Letters of Credit, as the case
may be, together with accrued and unpaid Commitment Fees, and the full amount of interest accrued
on the principal sum to be prepaid (and all amounts referred to in Section 8.04(c)) to the extent
necessary to cause the aggregate Revolving Facility Usage after giving effect to such prepayments
to be equal to or less than the Commitments as so reduced or terminated. Any notice to reduce the
Commitments under this Section 2.06 shall be irrevocable provided that a notice of
termination of the Commitments in full delivered by the Borrower may state that such notice is
conditioned upon the effectiveness of other credit facilities or debt or equity issuances, in which
case such notice may be revoked by the Borrower (by notice to the Agent on or prior to the
specified effective date) if such condition is not satisfied.



Section 2.07 Repayment of Advances. The Borrower shall repay to the Agent for the
ratable account of the Lenders on the Termination Date the aggregate principal amount of the
Revolving Credit Advances and Swing Line Advances then outstanding.



Section 2.08 Interest on Revolving Credit Advances. (a) Scheduled Interest.
The Borrower shall pay interest on the unpaid principal amount of each Revolving Credit Advance
owing to each Lender from the date of such Revolving Credit Advance until such principal amount
shall be paid in full, at the following rates per annum:




(i) Base Rate Advances. During such periods as such Revolving Credit Advance
is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate
in effect from time to time plus (y) the Applicable Margin in effect from time to time,
payable in arrears quarterly on the first Business Day of each April, July, October and
January during such periods and on the date such Base Rate Advance shall be Converted or
paid in full.




(ii) Eurodollar Rate Advances. During such periods as such Revolving Credit
Advance is a Eurodollar Rate Advance, a rate per annum equal at all times during each
Interest Period for such Revolving Credit Advance to the sum of (x) the Eurodollar Rate for
such Interest Period for such Revolving Credit Advance plus (y) the Applicable Margin in
effect from time to time, payable in arrears on the last day of such Interest Period and, if
such Interest Period has a duration of more than three months, on each day that occurs
during such Interest Period every three months from the first day of such Interest Period
and on the date such Eurodollar Rate Advance shall be Converted or paid in full.



(b) Default Interest. Upon the occurrence and during the continuance of an Event of
Default, the Agent may, and upon the request of the Required Lenders shall, require the Borrower to
pay interest (“Default Interest on Revolving Credit Advances and Other Amounts”) on (i) the
unpaid principal amount of each Revolving Credit Advance owing to each Lender, payable in arrears
on the dates referred to in clause (a)(i) or (a)(ii) above, as the case may be, at a rate per annum
equal at all times to 2% per annum above the rate per annum required to be paid on such Revolving
Credit Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted
by law, the amount of any interest, fee or other amount payable hereunder that is not paid when
due, from the date such amount shall be due until such amount shall be paid in full, payable in
arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at
all times to 2% per annum above the rate per annum required to be paid on Base Rate Advances
pursuant to clause (a)(i) above, provided, however, that following acceleration of
the Advances pursuant to Section 6.01, Default Interest on Revolving Credit Advances and Other
Amounts shall accrue and be payable hereunder whether or not previously required by the Agent and
shall be paid in full on demand.



Section 2.09 Interest Rate Determination.



(a) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable
interest rate determined by the Agent for purposes of Section 2.08(a)(i) or (ii).



(b) If, with respect to any Eurodollar Rate Advances, the Required Lenders notify the Agent
that the Eurodollar Rate for any Interest Period for such Advances will not adequately reflect the
cost to such Required Lenders of making, funding or maintaining their respective Eurodollar Rate
Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the
Lenders, whereupon (i) each Eurodollar Rate Advance will automatically, on the last day of the then
existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the
Lenders to make, or to Convert Base Rate Advances into, Eurodollar Rate Advances shall be suspended
until the Agent shall notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist.



(c) If the Borrower shall fail to select the duration of any Interest Period for any
Eurodollar Rate Advances in accordance with the provisions contained in the definition of
“Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower and the
Lenders and such Advances will automatically, on the last day of the then existing Interest Period
therefor, Convert into Base Rate Advances.



(d) On the date on which the aggregate unpaid principal amount of Eurodollar Rate Advances
comprising any Revolving Credit Borrowing shall be reduced, by payment or prepayment or otherwise,
to less than $5,000,000, such Advances shall automatically Convert into Base Rate Advances.



(e) Upon the occurrence and during the continuance of any Event of Default, (i) each
Eurodollar Rate Advance will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to
Convert Advances into, Eurodollar Rate Advances shall be suspended.



(f) If on any date on which a Eurodollar Rate would otherwise be determined, the Agent shall
have determined that: (i) adequate and reasonable means do not exist for ascertaining such
Eurodollar Rate, or (ii) a contingency has occurred which materially and adversely affects the
London interbank eurodollar market relating to the Eurodollar Rate,




(i) the Agent shall forthwith notify the Borrower and the Lenders that the interest
rate cannot be determined for such Eurodollar Rate Advances,




(ii) with respect to Eurodollar Rate Advances, each such Advance will automatically, on
the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance
(or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and




(iii) the obligation of the Lenders to make Eurodollar Rate Advances or to Convert
Revolving Credit Advances into Eurodollar Rate Advances shall be suspended until the Agent
shall notify the Borrower and the Lenders that the circumstances causing such suspension no
longer exist.



Section 2.10 Optional Conversion of Revolving Credit Advances. The Borrower may on
any Business Day, upon notice given to the Agent not later than 1:00 p.m. (Pittsburgh, Pennsylvania
time) on the third Business Day prior to the date of the proposed Conversion and subject to the
provisions of Sections 2.09 and 2.13, Convert all Revolving Credit Advances of one Type comprising
the same Revolving Credit Borrowing into Revolving Credit Advances of the other Type;
provided, however, that any Conversion of Eurodollar Rate Advances into Base Rate
Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate
Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount
not less than the minimum amount specified in Section 2.02(b) and no Conversion of any Revolving
Credit Advances shall result in more separate Revolving Credit Borrowings than permitted under
Section 2.02(b). Each such notice of a Conversion shall, within the restrictions specified above,
specify (i) the date of such Conversion, (ii) the Revolving Credit Advances to be Converted, and
(iii) if such Conversion is into Eurodollar Rate Advances, the duration of the initial Interest
Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the
Borrower.



Section 2.11 Prepayments of Revolving Credit Advances. The Borrower may, upon notice
not later than 1:00 p.m. (Pittsburgh, Pennsylvania time) at least three Business Days’ prior to the
date of such prepayment, in the case of Eurodollar Rate Advances, and not later than 1:00 p.m.
(Pittsburgh, Pennsylvania time) on the date of such prepayment, in the case of Base Rate Advances,
to the Agent stating the proposed date and aggregate principal amount of the prepayment, and if
such notice is given the Borrower shall, prepay the outstanding principal amount of the Revolving
Credit Advances comprising part of the same Revolving Credit Borrowing in whole or ratably in part,
together with accrued interest to the date of such prepayment on the principal amount prepaid;
provided, however, that (x) each partial prepayment, in the case of a Revolving
Credit Borrowing comprised of Eurodollar Rate Advances, shall be in an aggregate principal amount
of $5,000,000 and in the case of a Revolving Credit Borrowing comprised of Base Rate Advances,
shall be in an aggregate principal amount of $1,000,000 or, in each case, an integral multiple of
$1,000,000 in excess thereof and (y) in the event of any such prepayment of a Eurodollar Rate
Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to
Section 8.04(c).



Section 2.12 Increased Costs.



(a) Increased Costs Generally. If any Change in Law shall:




(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or advances, loans or other credit extended or participated in by, any Lender (except
any reserve requirement reflected in the Eurodollar Rate) or the Issuing Lender;




(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes
described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection
Income Taxes) on its loans, loan principal, letters of credit, commitments, or other
obligations, or its deposits, reserves, other liabilities or capital attributable thereto;
or




(iii) impose on any Lender or the Issuing Lender or the London interbank market any
other condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar
Rate Advances made by such Lender or any Letter of Credit or participation therein;




and the result of any of the foregoing shall be to increase the cost to such Lender or such
other Recipient of making, converting into, continuing or maintaining any Eurodollar Rate
Advance (or of maintaining its obligation to make any such Advance), or to increase the cost
to such Lender, the Issuing Lender or such other Recipient of participating in, issuing or
maintaining any Letter of Credit (or of maintaining its obligation to participate in or to
issue any Letter of Credit), or to reduce the amount of any sum received or receivable by
such Lender, the Issuing Lender or such other Recipient hereunder (whether of principal,
interest or any other amount) then, upon written request of such Lender or the Issuing
Lender, the Borrower shall promptly pay to any such Lender, the Issuing Lender or such other
Recipient, as the case may be, such additional amount or amounts as will
compensate such Lender, the Issuing Lender or such other Recipient, as the case may be, for
such additional costs incurred or reduction suffered.



(b) Capital Requirements. If any Lender or the Issuing Lender determines that any
Change in Law affecting such Lender or the Issuing Lender or any Applicable Lending Office of such
Lender or such Lender’s or the Issuing Lender’s holding company, if any, regarding capital or
liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s
or the Issuing Lender’s capital or on the capital of such Lender’s or the Issuing Lender’s holding
company, if any, as a consequence of this Agreement, the Commitment of such Lender or the Advances
made by, or participations in Letters of Credit or Swing Line Advances held by, such Lender, or the
Letters of Credit issued by the Issuing Lender, to a level below that which such Lender or the
Issuing Lender or such Lender’s or the Issuing Lender’s holding company could have achieved but for
such Change in Law (taking into consideration such Lender’s or the Issuing Lender’s policies and
the policies of such Lender’s or the Issuing Lender’s holding company with respect to capital
adequacy or liquidity), then from time to time upon written request of such Lender or such Issuing
Lender the Borrower shall promptly pay to such Lender or the Issuing Lender, as the case may be,
such additional amount or amounts as will compensate such Lender or the Issuing Lender or such
Lender’s or the Issuing Lender’s holding company for any such reduction suffered.



(c) Certificates for Reimbursement. A certificate of a Lender or the Issuing Lender
setting forth the amount or amounts necessary to compensate such Lender or the Issuing Lender or
its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and
delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such
Lender or the Issuing Lender, as the case may be, the amount shown as due on any such certificate
within ten (10) Business Days after receipt thereof.



(d) Delay in Requests. Failure or delay on the part of any Lender or the Issuing
Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s or the Issuing Lender’s right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Lender pursuant to this
Section for any increased costs incurred or reductions suffered more than nine (9) months prior to
the date that such Lender or the Issuing Lender, as the case may be, notifies the Borrower of the
Change in Law giving rise to such increased costs or reductions and of such Lender’s or the Issuing
Lender’s intention to claim compensation therefor (except that if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof).



Section 2.13 Illegality. Notwithstanding any other provision of this Agreement, if
any Lender shall notify the Agent that the introduction of or any change in or in the
interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for any Lender or its Eurodollar Lending Office
to perform its obligations hereunder to make Eurodollar Rate Advances or to fund or maintain
Eurodollar Rate Advances hereunder, (a) each Eurodollar Rate Advance will automatically, upon such
demand, Convert into a Base Rate Advance and (b) the obligation of the Lenders to make Eurodollar
Rate Advances or to Convert Revolving Credit Advances into Eurodollar Rate Advances shall be
suspended until the Agent shall notify the Borrower and the Lenders that the circumstances causing
such suspension no longer exist; provided, however, that before making any such
demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of
such a designation would allow such Lender or its Eurodollar Lending Office to continue to perform
its obligations to make Eurodollar Rate Advances or to continue to fund or maintain Eurodollar Rate
Advances and would not, in the judgment of such Lender, subject such Lender to any unreimbursed
cost or expense or otherwise be disadvantageous to such Lender.



Section 2.14 Payments and Computations.



(a) The Borrower shall make each payment hereunder, irrespective of any right of counterclaim
or set-off, not later than 3:00 p.m. (Pittsburgh, Pennsylvania time) on the day when due in U.S.
dollars to the Agent at the Agent’s Account in same day funds. The Agent will promptly thereafter
cause to be distributed like funds relating to the payment of principal or interest or Commitment
Fees ratably (other than amounts payable pursuant to Section 2.03, 2.12, 2.15 or 8.04(c), as
provided in Section 2.21 or the payment to an Issuing Lender of its fronting fees) to the Lenders
for the account of their respective Applicable Lending Offices, and like funds relating to the
payment of any other amount payable to any Lender to such Lender for the account of its Applicable
Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon
any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to
Section 2.19, and upon the Agent’s receipt of such Lender’s Assumption Agreement and recording of
the information contained therein in the Register, from and after the applicable Increase Date, the
Agent shall make all payments hereunder and under any Notes issued in connection therewith in
respect of the interest assumed thereby to the Assuming Lender. Upon its acceptance of an
Assignment and Assumption and recording of the information contained therein in the Register
pursuant to Section 8.07(b), from and after the effective date specified in such Assignment and
Assumption, the Agent shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and
Assumption shall make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.



(b) The Borrower hereby authorizes each Lender and each Issuing Lender, if and to the extent
payment owed to such Lender or such Issuing Lender is not made when due hereunder or under the Note
held by such Lender to charge from time to time against any or all of the Borrower’s accounts with
such Lender or such Issuing Lender any amount so due.



(c) All computations of interest based on the Base Rate shall be made by the Agent on the
basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on
the Eurodollar Rate, the Federal Funds Rate or the Federal Funds Open Rate and of Commitment Fees,
Letter of Credit Fees and fronting fees shall be made by the Agent on the basis of a year of 360
days, in each case for the actual number of days (including the first day but excluding the last
day) occurring in the period for which such interest, Commitment Fees, Letter of Credit Fees or
fronting fees are payable. Each determination by the Agent of an interest rate or component
thereof under this Agreement shall be conclusive and binding for all purposes, absent manifest
error.



(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment of interest or fees
(including Commitment Fees, Letter of Credit Fees and fronting fees), as the case may be;
provided, however, that, if such extension would cause payment of interest on or
principal of Eurodollar Rate Advances to be made in the next following calendar month, such payment
shall be made on the next preceding Business Day.



(e) Unless the Agent shall have received notice from the Borrower prior to the date on which
any payment is due to the Lenders hereunder that the Borrower will not make such payment in full,
the Agent may assume that the Borrower has made such payment in full to the Agent on such date and
the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due
date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall
not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith
on demand such amount distributed to such Lender together with interest thereon, for each day from
the date such amount is distributed to such Lender until the date such Lender repays such amount to
the Agent, at the greater of the Federal Funds Rate and a rate determined by the Agent in
accordance with banking industry rules on interbank compensation.



Section 2.15 Taxes.



(a) Defined Terms. For purposes of this Section 2.15, the term “Lender” includes any
Issuing Lender and the term “Law” includes FATCA.



(b) Payments Free of Taxes. Any and all payments by or on account of any obligation of
the Borrower under any Loan Document shall be made without deduction or withholding for any Taxes,
except as required by Law. If any Law (as determined in the good faith discretion of an applicable
Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a
Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction
or withholding and shall timely pay the full amount deducted or withheld to the relevant Official
Body in accordance with Law and, if such Tax is an Indemnified Tax, then the sum payable by the
Borrower shall be increased as necessary so that after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this
Section) the applicable Recipient receives an amount equal to the sum it would have received had no
such deduction or withholding been made.



(c) Payment of Other Taxes. The Borrower shall timely pay to the relevant Official
Body in accordance with Law, or at the option of the Agent, timely reimburse it for the payment of,
any Other Taxes.



(d) Indemnification by the Borrower. The Borrower shall indemnify each Recipient,
within ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this
Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to
such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or
not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Official
Body. A certificate as to the amount of such payment or liability delivered to the Borrower by a
Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender,
shall be conclusive absent manifest error.



(e) Indemnification by the Lenders. Each Lender shall severally indemnify the Agent,
within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to
such Lender (but only to the extent the Borrower has not already indemnified the Agent for such
Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes
attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to
the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender,
in each case, that are payable or paid by the Agent in connection with any Loan Document, and any
reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the
amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent
manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at
any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the
Lender from any other source against any amount due to the Agent under this subsection (e).



(f) Evidence of Payments. As soon as practicable after any payment of Taxes by the
Borrower to an Official Body pursuant to this Section 2.15, the Borrower shall deliver to the Agent
the original or a certified copy of a receipt issued by such Official Body evidencing such payment,
a copy of the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Agent.



(g) Status of Lenders.




(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax
with respect to payments made under any Loan Document shall deliver to the Borrower and the
Agent, at the time or times reasonably requested by the Borrower or the Agent, such properly
completed and executed documentation reasonably requested by the Borrower or the Agent as
will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower or the Agent,
shall deliver such other documentation prescribed by Law or reasonably requested by the
Borrower or the Agent as will enable the Borrower or the Agent to determine whether or not
such Lender is subject to backup withholding or information reporting requirements.
Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of such documentation (other than such documentation set forth in
Section 2.15(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s
reasonable judgment such completion, execution or submission would subject such Lender to
any material unreimbursed cost or expense or would materially prejudice the legal or
commercial position of such Lender.




(ii) Without limiting the generality of the foregoing, in the event that the Borrower
is a U.S. Person,




(A) any Lender that is a U.S. Person shall deliver to the Borrower and
the Agent on or prior to the date on which such Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the reasonable
request of the Borrower or the Agent), executed originals of IRS Form W-9
certifying that such Lender is exempt from U.S. federal backup withholding
tax;




(B) any Foreign Lender shall, to the extent it is legally entitled to
do so, deliver to the Borrower and the Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Agent),
whichever of the following is applicable:




(i) in the case of a Foreign Lender claiming the benefits of an
income tax treaty to which the United States is a party (x) with
respect to payments of interest under any Loan Document, executed
originals of IRS Form W-8BEN or W-8BEN-E establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the
“interest” article of such tax treaty and (y) with respect to any
other applicable payments under any Loan Document, IRS Form W-8BEN or
W-8BEN-E establishing an exemption from, or reduction of, U.S.
federal withholding Tax pursuant to the “business profits” or “other
income” article of such tax treaty;




(ii) executed originals of IRS Form W-8ECI;




(iii) in the case of a Foreign Lender claiming the benefits of
the exemption for portfolio interest under Section 881(c) of the
Internal Revenue Code, (x) a certificate substantially in the form of
Exhibit E-1 to the effect that such Foreign Lender is not a “bank”
within the meaning of Section 881(c)(3)(A) of the Internal Revenue
Code, a “10 percent shareholder” of the Borrower within the meaning
of Section 881(c)(3)(B) of the Internal Revenue Code, or a
“controlled foreign corporation” described in Section 881(c)(3)(C) of
the Internal Revenue Code (a “U.S. Tax Compliance Certificate”) and
(y) executed originals of IRS Form W-8BEN or W-8BEN-E; or




(iv) to the extent a Foreign Lender is not the beneficial owner,
executed originals of IRS Form W-8IMY, accompanied by IRS Form
W-8ECI, IRS Form W-8BEN or W-8BEN-E, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit E-2 or Exhibit E-3,
IRS Form W-9, and/or other certification documents from each
beneficial owner, as applicable; provided that if the Foreign
Lender is a partnership and one or more direct or indirect partners
of such Foreign Lender are claiming the portfolio interest exemption,
such Foreign Lender may provide a U.S. Tax Compliance Certificate
substantially in the form of Exhibit E-4 on behalf of each such
direct and indirect partner;




(C) any Foreign Lender shall, to the extent it is legally entitled to
do so, deliver to the Borrower and the Agent (in such number of copies as
shall be requested by the recipient) on or prior to the date on which such
Foreign Lender becomes a Lender under this Agreement (and from time to time
thereafter upon the reasonable request of the Borrower or the Agent),
executed originals of any other form prescribed by Law as a basis for
claiming exemption from or a reduction in U.S. federal withholding Tax, duly
completed, together with such supplementary documentation as may be
prescribed by Law to permit the Borrower or the Agent to determine the
withholding or deduction required to be made; and




(D) if a payment made to a Lender under any Loan Document would be
subject to U.S. federal withholding Tax imposed by FATCA if such Lender were
to fail to comply with the applicable reporting requirements of FATCA
(including those contained in Section 1471(b) or 1472(b) of the Internal
Revenue Code, as applicable), such Lender shall deliver to the Borrower and
the Agent at the time or times prescribed by law and at such time or times
reasonably requested by the Borrower or the Agent such documentation
prescribed by Law (including as prescribed by Section 1471(b)(3)(C)(i) of
the Internal Revenue Code) and such additional documentation reasonably
requested by the Borrower or the Agent as may be necessary for the Borrower
and the Agent to comply with their obligations under FATCA and to determine
that such Lender has complied with such Lender’s obligations under FATCA or
to determine the amount to deduct and withhold from such payment. Solely for
purposes of this clause (D), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.



Each Lender agrees that if any form or certification it previously delivered expires or becomes
obsolete or inaccurate in any respect, it shall update such form or certification or promptly
notify the Borrower and the Agent in writing of its legal inability to do so.



(h) Treatment of Certain Refunds. If any party determines, in its sole discretion
exercised in good faith, that it has received a refund of any Taxes as to which it has been
indemnified pursuant to this Section 2.15 (including by the payment of additional amounts pursuant
to this Section 2.15), it shall pay to the indemnifying party an amount equal to such refund (but
only to the extent of indemnity payments made under this Section with respect to the Taxes giving
rise to such refund), net of all out of pocket expenses (including Taxes) of such indemnified party
and without interest (other than any interest paid by the relevant Official Body with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to
such indemnified party the amount paid over pursuant to this subsection (h) (plus any penalties,
interest or other charges imposed by the relevant Official Body) in the event that such indemnified
party is required to repay such refund to such Official Body. Notwithstanding anything to the
contrary in this subsection (h), in no event will the indemnified party be required to pay any
amount to an indemnifying party pursuant to this subsection (h) the payment of which would place
the indemnified party in a less favorable net after Tax position than the indemnified party would
have been in if the Tax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect to such Tax had never been paid. This subsection shall not be construed to require any
indemnified party to make available its Tax returns (or any other information relating to its Taxes
that it deems confidential) to the indemnifying party or any other Person.



(i) Survival. Each party’s obligations under this Section 2.15 shall survive the
resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a
Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all
obligations under any Loan Document.



Section 2.16 Sharing of Payments, Etc. If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set off, or otherwise) on
account of the Revolving Credit Advances owing to it (other than pursuant to Section 2.12, 2.15 or
8.04(c)) in excess of its ratable share of payments on account of the Revolving Credit Advances
obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such
participations in the Revolving Credit Advances owing to them as shall be necessary to cause such
purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery together with an
amount equal to such Lender’s ratable share (according to the proportion of (i) the amount of such
Lender’s required repayment to (ii) the total amount so recovered from the purchasing Lender) of
any interest or other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a participation from
another Lender pursuant to this Section 2.16 may, to the fullest extent permitted by law, exercise
all its rights of payment (including the right of set off) with respect to such participation as
fully as if such Lender were the direct creditor of the Borrower in the amount of such
participation.



Section 2.17 Evidence of Debt.



(a) Each Lender (including the Swing Line Lender) shall maintain in accordance with its usual
practice an account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Revolving Credit Advance owing to such Lender from time to time and, with
respect to the Swing Line Lender, each Swing Line Advance, including the amounts of principal and
interest payable and paid to such Lender from time to time hereunder in respect of Revolving Credit
Advances and Swing Line Advances. The Borrower agrees that upon notice by any Lender to the
Borrower (with a copy of such notice to the Agent) to the effect that a Revolving Credit Note is
required or appropriate in order for such Lender to evidence (whether for purposes of pledge,
enforcement or otherwise) the Revolving Credit Advances owing to, or to be made by, such Lender,
the Borrower shall promptly execute and deliver to such Lender a Revolving Credit Note payable to
such Lender in a principal amount up to the Commitment of such Lender.



(b) The Register maintained by the Agent pursuant to Section 8.07(c) shall include a control
account, and a subsidiary account for each Lender, in which accounts (taken together) shall be
recorded (i) the date and amount of each Revolving Credit Borrowing made hereunder, the Type of
Advances comprising such Revolving Credit Borrowing and, if appropriate, the Interest Period
applicable thereto, (ii) the date and amount of each Swing Line Advance, (iii) the terms of each
Assumption Agreement and each Assignment and Assumption delivered to and accepted by it, (iv) the
amount of any principal or interest due and payable or to become due and payable from the Borrower
to each Lender hereunder and (v) the amount of any sum received by the Agent from the Borrower
hereunder and each Lender’s share thereof.



(c) Entries made in good faith by the Agent in the Register pursuant to subsection (b) above,
and by each Lender in its account or accounts pursuant to subsection (a) above, shall be prima
facie evidence of the amount of principal and interest due and payable or to become due and payable
from the Borrower to, in the case of the Register, each Lender and, in the case of such account or
accounts, such Lender, under this Agreement, absent manifest error; provided,
however, that the failure of the Agent or such Lender to make an entry, or any finding that
an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise
affect the obligations of the Borrower under this Agreement.



Section 2.18 Use of Proceeds. The proceeds of the Advances shall be available (and
the Borrower agrees that it shall use such proceeds) for general corporate purposes of the Borrower
and its Subsidiaries, including the refinancing of the Existing Credit Agreement.



Section 2.19 Increase in the Aggregate Commitments.



(a) The Borrower may by notice to the Agent, request that the aggregate amount of the
Commitment be increased by an amount of $10,000,000 or an integral multiple thereof (each a
“Commitment Increase”) to be effective as of a date that is at least 30 days prior to the
scheduled Termination Date then in effect (the “Increase Date”) as specified in the related
notice to the Agent; provided, however that (i) in no event shall the aggregate
amount of the Commitments at any time exceed $450,000,000 and (ii) on the date of any request by
the Borrower for a Commitment Increase and on the related Increase Date, the applicable conditions
set forth in Article III shall be satisfied.



(b) The Agent shall promptly notify the Lenders of a request by the Borrower for a Commitment
Increase, which notice shall include (i) the proposed amount of such requested Commitment Increase,
(ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the
Commitment Increase must commit to an increase in the amount of their respective Commitments (the
“Commitment Date”). Each Lender that is willing to participate in such requested
Commitment Increase (each an “Increasing Lender”) shall, in its sole discretion, give
written notice to the Agent on or prior to the Commitment Date of the amount by which it is willing
to increase its Commitment. If the Lenders notify the Agent that they are willing to increase the
amount of their respective Commitments by an aggregate amount that exceeds the amount of the
requested Commitment Increase, the requested Commitment Increase shall be allocated among the
Lenders willing to participate therein in such amounts as are agreed between the Borrower and the
Agent.



(c) Promptly following each Commitment Date, the Agent shall notify the Borrower as to the
amount, if any, by which the Lenders are willing to participate in the requested Commitment
Increase. If the aggregate amount by which the Lenders are willing to participate in any requested
Commitment Increase on any such Commitment Date is less than the requested Commitment Increase,
then the Borrower may extend offers to one or more Eligible Assignees to participate in any portion
of the requested Commitment Increase that has not been committed to by the Lenders as of the
applicable Commitment Date; provided, however, that the Commitment of each such
Eligible Assignee shall be in an amount of $10,000,000 or an integral multiple of $1,000,000 in
excess thereof.



(d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a
requested Commitment Increase in accordance with Section 2.19(b) (each such Eligible Assignee, an
“Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date
and the Commitment of each Increasing Lender for such requested Commitment Increase shall be so
increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence
of Section 2.19(b)) as of such Increase Date; provided, however, that the Agent
shall have received on or before such Increase Date the following, each dated such date:




(i) (A) certified copies of resolutions of the Board of Directors of the Borrower or
the Executive Committee of such Board approving the Commitment Increase and the
corresponding modifications to this Agreement and (B) an opinion of counsel for the Borrower
(which may be in-house counsel), in substantially the form of Exhibit D hereto;




(ii) an assumption agreement from each Assuming Lender, if any, in form and substance
satisfactory to the Borrower and the Agent (each an “Assumption Agreement”), duly
executed by such Eligible Assignee, the Agent and the Borrower; and




(iii) confirmation from each Increasing Lender of the increase in the amount of its
Commitment in a writing satisfactory to the Borrower and the Agent.



On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding
sentence of this Section 2.19(d), the Agent shall notify the Lenders (including, without
limitation, each Assuming Lender) and the Borrower, on or before 1:00 p.m. (Pittsburgh,
Pennsylvania time) of the occurrence of the Commitment Increase to be effected on such Increase
Date and shall record in the Register the relevant information with respect to each Increasing
Lender and each Assuming Lender on such date. Each Increasing Lender and each Assuming Lender
shall, before 2:00 p.m. (Pittsburgh, Pennsylvania time) on the Increase Date, make available for
the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day
funds, in the case of such Assuming Lender, an amount equal to such Assuming Lender’s ratable
portion of the Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share
after giving effect to the relevant Commitment Increase) and, in the case of such Increasing
Lender, an amount equal to the excess of (i) such Increasing Lender’s ratable portion of the
Revolving Credit Borrowings then outstanding (calculated based on its Ratable Share after giving
effect to the relevant Commitment Increase) over (ii) such Increasing Lender’s ratable portion of
the Revolving Credit Borrowings then outstanding (calculated based on its Commitment (without
giving effect to the relevant Commitment Increase) as a percentage of the aggregate Commitments
(without giving effect to the relevant Commitment Increase). After the Agent’s receipt of such
funds from each such Increasing Lender and each such Assuming Lender, the Agent will promptly
thereafter cause to be distributed like funds to the other Lenders for the account of their
respective Applicable Lending Offices in an amount to each other Lender such that the aggregate
amount of the outstanding Revolving Credit Advances owing to each Lender after giving effect to
such distribution equals such Lender’s ratable portion of the Revolving Credit Borrowings then
outstanding (calculated based on its Ratable Share after giving effect to the relevant Commitment
Increase).



In addition, on each Increase Date, each Lender that is increasing its Commitment and each Assuming
Lender that is joining this Agreement shall be deemed to have irrevocably and unconditionally
purchased and received, without recourse or warranty, from the Lenders party to this Agreement
immediately prior to the Increase Date, an undivided interest and participation in any Letter of
Credit and Swing Line Advance then outstanding, ratably, such that each Lender (including each
Lender increasing its Commitment and each Assuming Lender that is joining this Agreement) holds a
participation interest in each such Letter of Credit and Swing Line Advance in the amount of its
then Ratable Share thereof.



Section 2.20 Extension of Termination Date. Without any further action by or consent
of the Lenders, the Termination Date shall be extended to March 26, 2020, if, on or before the date
that is 364 days after the Effective Date, the Borrower shall have delivered to the Agent (each in
form and substance satisfactory to the Agent) the following: (a) a copy of the securities
certificate registered with the Pennsylvania Public Utility Commission (the “Securities
Certificate”) authorizing the Borrower’s incurring indebtedness hereunder with a maturity date
of March 26, 2020, (b) an opinion of counsel to the Borrower (which may be in-house counsel)
stating that (i) the Securities Certificate has been registered with the Pennsylvania Public
Utility Commission in accordance with Chapter 19 of the Pennsylvania Public Utility Code and by
virtue of such registration, authorizes the Borrower to incur indebtedness hereunder with a
maturity date of March 26, 2020 and (ii) no other authorizations are required by the Pennsylvania
Public Utility Commission or by any other state or local regulatory agency or governmental
authority having jurisdiction over the Borrower and (c) copies of corporate resolutions certified
by the Secretary or Assistant Secretary of the Borrower, or such other evidence as may be
satisfactory to the Agent, demonstrating that the Borrower’s incurrence of indebtedness hereunder
with a maturity date of March 26, 2020 has been duly authorized by all necessary corporate action,
together with an opinion of counsel to the Borrower (which may be in-house counsel) to such effect.



Section 2.21 Defaulting Lenders. Notwithstanding any provision of this Agreement to
the contrary (including Sections 2.04(b) and 2.05(a)), if any Lender becomes a Defaulting Lender,
then the following provisions shall apply for so long as such Lender is a Defaulting Lender:



(a) (i) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period
during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any
such fee that otherwise would have been required to have been paid to that Defaulting Lender).




(ii) No Defaulting Lender shall be entitled to receive fees payable pursuant to
Section 2.04(b) for any period during which that Lender is a Defaulting Lender unless it has
provided cash collateral pursuant to Section 2.21(c) but then, only to the extent allocable
to its Ratable Share of the stated amount of Letters of Credit for which it has provided
such cash collateral.




(iii) With respect to any fees payable pursuant to Section 2.04(b) not required to be
paid to any Defaulting Lender pursuant to clause (i) or (ii) above, the Borrower shall (x)
pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such
Defaulting Lender with respect to such Defaulting Lender’s participation in Letter of Credit
Obligations or Swing Line Advances that has been reallocated to such Non-Defaulting Lender
pursuant to clause (b) below, (y) pay to the Issuing Lender and the Swing Line Lender, as
applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the
extent allocable to the Issuing Lender’s or the Swing Line Lender’s Fronting Exposure to
such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.



(b) All or any part of such Defaulting Lender’s participation in Letter of Credit Obligations
and Swing Line Advances shall be reallocated among the Non-Defaulting Lenders in accordance with
their respective Ratable Shares (calculated without regard to such Defaulting Lender’s Commitment)
but only to the extent that such reallocation does not cause the aggregate Revolving Facility Usage
of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment. No reallocation
hereunder shall constitute a waiver or release of any claim of any party hereunder against a
Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim
of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following
such reallocation. If the reallocation described above in this clause cannot, or can only
partially, be effected, the Borrower shall, without prejudice to any right or remedy available to
it hereunder or under law, cash collateralize the Issuing Lender’s and the Swing Line Lender’s
Fronting Exposure as follows:




(i) to the extent that all or any part of such Defaulting Lender’s pro rata portion of
Swing Line Advances cannot be reallocated pursuant to Section 2.21(b), then the Borrower
shall (A) within 15 days following notice from the Agent until such Defaulting Lender ceases
to be a Defaulting Lender under this Agreement, establish and, thereafter, maintain a
special collateral account (the “Swing Line Collateral Account”) with the Agent, in
the name of the Borrower but under the sole dominion and control of the Agent, (B) grant to
the Agent for the benefit of the Swing Line Lender and the other Lenders, solely as security
for repayment of the unallocated portion of such Defaulting Lender’s Ratable Share of
outstanding Swing Line Advances, a security interest in and to the Swing Line Collateral
Account and any funds that may thereafter be deposited therein and (C) maintain in the Swing
Line Collateral Account an amount equal to the unallocated portion of such Defaulting
Lender’s Ratable Share of outstanding Swing Line Advances; and




(ii) to the extent that all or any part of such Defaulting Lender’s participations in
outstanding Letters of Credit cannot be reallocated pursuant to Section 2.21(b), then the
Borrower (A) shall, within 15 days following notice from the Agent until such Defaulting
Lender ceases to be a Defaulting Lender under this Agreement, establish and, thereafter,
maintain a special collateral account (the “Letter of Credit Collateral Account”)
with the Agent in the name of the Borrower but under the sole dominion and control of the
Agent, (B) grant to the Agent for the benefit of the Issuing Lenders and the other Lenders,
as security for the unallocated portion of such Defaulting Lender’s Ratable Share of all
Letter of Credit Obligations, a security interest in the Letter of Credit Collateral Account
and any funds that may be deposited therein and (C) shall maintain in the Letter of Credit
Collateral Account an amount equal to the unallocated portion of such Defaulting Lender’s
Ratable Share of all Letter of Credit Obligations, regardless of whether any Letters of
Credit have then been drawn;



(c) so long as any Lender is a Defaulting Lender, (i) the Swing Line Lender shall not be
required to, but in its sole discretion may from time to time elect to, fund any Swing Line
Advance, (ii) no Issuing Lender shall be required to, but in its sole discretion may from time to
time elect to, issue, amend or increase any Letter of Credit, unless in each case it is satisfied
in its sole discretion that the related exposure will be 100% covered by the Non-Defaulting Lenders
and/or cash collateral will be provided by the Borrower in accordance with Section 2.21(b) and
(iii) participating interests in any newly made Swing Line Advance or any newly issued or increased
Letter of Credit shall be allocated among Non-Defaulting Lenders in a manner consistent with
Section 2.21(b) (and such Defaulting Lender shall not participate therein);



(d) any payment of principal, interest, fees or other amounts received by the Agent for the
account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article
VI or otherwise) or received by the Agent from a Defaulting Lender pursuant to Section 8.05 shall
be applied at such time or times as may be determined by the Agent as follows: first, to
the payment of any amounts owing by such Defaulting Lender to the Agent hereunder; second,
to the payment on a pro rata basis of any amounts owing by such Defaulting Lender
to the Issuing Lender or the Swing Line Lender hereunder; third, to cash collateralize the
Issuing Lender’s Fronting Exposure with respect to such Defaulting Lender in accordance with clause
(b) above; fourth, as the Borrower may request (so long as no Default or Event of Default
exists), to the funding of any Advance in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the Agent; fifth,
if so determined by the Agent and the Borrower, to be held in a deposit account and released
pro rata in order to (i) satisfy such Defaulting Lender’s potential future funding
obligations with respect to Advances under this Agreement and (ii) cash collateralize the Issuing
Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future
Letters of Credit issued under this Agreement, in accordance with clause (b) above; sixth,
to the payment of any amounts owing to the Lenders, the Issuing Lender or the Swing Line Lender as
a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing
Lender or the Swing Line Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or
Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any
judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting
Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and
eighth, to such Defaulting Lender or as otherwise directed by a court of competent
jurisdiction; provided that if (x) such payment is a payment of the principal amount of any
Advances or Letter of Credit Obligations in respect of which such Defaulting Lender has not fully
funded its appropriate share, and (y) such Advances were made or the related Letters of Credit were
issued at a time when the conditions set forth in Section 3.02 were satisfied or waived, such
payment shall be applied solely to pay the Advances of, and Letter of Credit Obligations owed to,
all Non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Advances of, or Letter of Credit Obligations owed to, such Defaulting Lender until
such time as all Advances and funded and unfunded participations in Letter of Credit Obligations
and Swing Line Advances are held by the Lenders pro rata in accordance with their
respective Ratable Shares without giving effect to Section 2.21(b). Any payments, prepayments or
other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed
by a Defaulting Lender or to post cash collateral pursuant to this Section 2.21(d) shall be deemed
paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and



(e) In the event that the Borrower, the Agent, the Issuing Lender and the Swing Line Lender
each agrees that a Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then the Swing Line Advances and the Letter of Credit participations of the
Lenders shall be readjusted to reflect the inclusion of such Lender’s Ratable Share and on such
date such Lender shall purchase at par such of the Revolving Credit Advances of the other Lenders
as the Agent shall determine may be necessary in order for such Lender to hold such Revolving
Credit Advances in accordance with its Ratable Share (without giving effect to Section 2.21(b)).



Section 2.22 Mitigation, Obligations; Replacement of Lenders.



(a) Designation of a Different Lending Office. In addition to the provisions in
Section 2.13, if any Lender requests compensation under Section 2.12, or requires the Borrower to
pay any additional amount to any Lender or any Official Body for the account of any Lender pursuant
to Section 2.15, then such Lender shall (at the request of the Borrower) use reasonable efforts to
designate a different lending office for funding or booking its Advances hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or affiliates, if, in the
judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.12 or Section 2.15, as the case may be, in the future and (ii) would
not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.



(b) Replacement of Lenders. If any Lender requests compensation under Section 2.12, or
if the Borrower is required to pay additional amounts to any Lender or any Official Body for the
account of any Lender pursuant to Section 2.15 and, in each case, such Lender has declined or is
unable to designate a different lending office in accordance with Section 2.22(a), or if any Lender
is a Defaulting Lender hereunder or becomes a Non- Consenting Lender, or any Lender gives a notice
under Section 2.13, then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance
with and subject to the restrictions contained in, and consents required by, Section 8.07), all of
its interests, rights and obligations under this Agreement and the related Loan Documents to an
Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that:




(i) the Borrower shall have paid to the Agent the assignment fee (if any) specified in
Section 8.07;




(ii) such Lender shall have received payment of an amount equal to the outstanding
principal of its Advances and participations in Letters of Credit, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 8.04(c)) from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the Borrower (in the case of
all other amounts);




(iii) in the case of any such assignment resulting from a claim for compensation under
Section 2.12 or payments required to be made pursuant to Section 2.15, such assignment will
result in a reduction in such compensation or payments thereafter;




(iv) such assignment does not conflict with Law; and




(v) in the case of any assignment resulting from a Lender becoming a Non- Consenting
Lender, the applicable assignee shall have consented to the applicable amendment, waiver or
consent.



A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation to cease to apply.



ARTICLE III

CONDITIONS TO EFFECTIVENESS AND LENDING




Section 3.01 Conditions Precedent to Effectiveness. This Agreement shall become
effective, and the obligations of the Lenders to make Revolving Credit Advances and of the Issuing
Lenders to issue Letters of Credit hereunder shall become effective, on and as of the first date
(the “Effective Date”) on which the following conditions precedent have been satisfied:



(a) There shall have occurred no Material Adverse Change since September 30, 2014.



(b) There shall exist no action, suit, investigation, litigation or proceeding affecting the
Borrower or any of its Subsidiaries pending or threatened before any court, governmental agency or
arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the
matters disclosed in the SEC Reports prior to the date hereof (the “Disclosed Litigation”)
or (ii) purports to affect the legality, validity or enforceability of this Agreement or any Note
or the consummation of the transactions contemplated hereby, and there shall have been no change in
the Disclosed Litigation that would have a Material Adverse Effect.



(c) All governmental and third party consents and approvals necessary in connection with the
transactions contemplated hereby shall have been obtained (without the imposition of any conditions
that are not acceptable to the Lenders) and shall remain in effect, and no law or regulation shall
be applicable in the reasonable judgment of the Lenders that restrains, prevents or imposes
materially adverse conditions upon the transactions contemplated hereby.



(d) The Borrower shall have notified the Agent in writing as to the proposed Effective Date.



(e) The Borrower shall have paid, or will pay with the initial Advance on the Effective Date,
all accrued fees and expenses of the Agent and the Lenders (including, to the extent invoiced, the
reasonable and documented accrued fees and expenses of counsel to the Agent).



(f) On the Effective Date, the following statements shall be true and the Agent shall have
received a certificate signed by a duly authorized officer of the Borrower, dated the Effective
Date, stating that:




(i) The representations and warranties contained in Section 4.01 are correct in all
material respects (except that any representation or warranty which is already qualified as
to materiality or by reference to a Material Adverse Effect shall be correct in all
respects) on and as of the Effective Date,




(ii) No Material Adverse Change has occurred since September 30, 2014, and




(iii) No event has occurred and is continuing that constitutes a Default.



(g) The Agent shall have received the following, each dated the Effective Date, in form and
substance satisfactory to the Agent and (except for the Revolving Credit Notes and the Swing Line
Note) in sufficient copies for each Lender:




(i) Either (x) a counterpart of this Agreement signed on behalf of the Agent, the
Borrower and each Initial Lender or (y) evidence satisfactory to the Agent (which may
include an electronic transmission) that such party has signed a counterpart of this
Agreement.




(ii) The Revolving Credit Notes to the Lenders to the extent requested by any Lender
pursuant to Section 2.17, and a Swing Line Note to the Swing Line Lender to the extent
requested by the Swing Line Lender.




(iii) Such documents and certificates as the Agent may reasonably request relating to
the organization, existence and good standing of the Company.




(iv) Certified copies of the resolutions of the Board of Directors of the Borrower
approving this Agreement and the Notes, and of all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Agreement and the
Notes.




(v) A certificate of the Secretary or an Assistant Secretary of the Borrower certifying
the names and true signatures of the officers of the Borrower authorized to sign this
Agreement and the Notes and the other documents to be delivered hereunder.




(vi) A favorable opinion of Morgan, Lewis & Bockius LLP, counsel for the Borrower,
substantially in the form of Exhibit D hereto and as to such other matters as any Lender
through the Agent may reasonably request.



(h) The Borrower shall have terminated the commitments of the lenders and repaid or prepaid
all of the obligations under (or shall have provided for the repayment or prepayment thereof with
the proceeds of the initial Revolving Credit Borrowing and Swing Line Advances to be made hereunder
on the Effective Date) the Existing Credit Agreement, and each of the Lenders that is a party to
the Existing Credit Agreement hereby waives, upon execution of this Agreement, any notice required
by the Existing Credit Agreement relating to the termination of commitments thereunder and any
claim for compensation under Section 8.04(c) of the Existing Credit Agreement in connection with
the payments made on the Effective Date. In furtherance thereof, the parties hereto that are
parties to the Existing Credit Agreement hereby acknowledge that the commitments under the Existing
Credit Agreement are terminated.



Section 3.02 Conditions Precedent to Each Revolving Credit Borrowing, Swing Line Advance,
Letter of Credit and Commitment Increase. The obligation of each Lender to make an Advance and
of each Issuing Lender to issue, amend, renew or extend any Letter of Credit, and the occurrence of
any Commitment Increase, shall be subject to the conditions precedent that the Effective Date shall
have occurred and on the date of such Notice of Revolving Credit Borrowing, Notice of Swing Line
Borrowing, request for the issuance, amendment, renewal or extension of a Letter of Credit or
Increase Date, as the case may be, the following statements shall be true (and each of the giving
of the applicable Notice of Revolving Credit Borrowing or Notice of Swing Line Advance, request for
the issuance, amendment, renewal or extension of a Letter of Credit or request for a Commitment
Increase, and the acceptance by the Borrower of the proceeds of such Revolving Credit Borrowing or
Swing Line Advance or issuance, amendment, renewal or extension of such Letter of Credit, as the
case may be, shall constitute a representation and warranty by the Borrower that on the date
thereof such statements are true):



(a) the representations and warranties contained in Section 4.01 are correct in all material
respects (except that any representation or warranty which is already qualified as to materiality
or by reference to a Material Adverse Effect shall be correct in all respects) on and as of such
date, before and after giving effect to such Revolving Credit Borrowing, Swing Line Advance, Letter
of Credit issuance, amendment, renewal or extension or Commitment Increase, as the case may be, and
to the application of the proceeds therefrom, as though made on and as of such date, except to the
extent such representations and warranties expressly relate to any earlier date, in which case such
representations and warranties were true and correct as of such earlier date, and



(b) no event has occurred and is continuing, or would result from such Revolving Credit
Borrowing, Swing Line Advance, Letter of Credit issuance, amendment, renewal or extension or
Commitment Increase or from the application of the proceeds therefrom, that constitutes a Default.



Section 3.03 Determinations Under Section 3.01. For purposes of determining compliance

with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to,

approved or accepted or to be satisfied with each document or other matter required thereunder to

be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of

the Agent responsible for the transactions contemplated by this Agreement shall have received

notice from such Lender prior to the date that the Borrower, by notice to the Agent on behalf of

all Lenders, designates as the proposed Effective Date, specifying its objection thereto. The

Agent shall promptly notify the Lenders of the occurrence of the Effective Date.ARTICLE IV

REPRESENTATIONS AND WARRANTIES




Section 4.01 Representations and Warranties of the Borrower. The Borrower represents
and warrants as follows:



(a) The Borrower is a corporation duly organized, validly existing and currently subsisting
under the laws of the Commonwealth of Pennsylvania. The Borrower has all requisite power and
authority to carry on its business in all material respects as now conducted and is qualified to do
business in every jurisdiction where such qualification is required, except where the failure to
have such power, authority or qualification, individually or in the aggregate, would not reasonably
be expected to result in a Material Adverse Effect.



(b) The execution, delivery and performance by the Borrower of this Agreement and the Notes to
be delivered by it, and the consummation of the transactions contemplated hereby, are within the
Borrower’s corporate powers, have been duly authorized by all necessary corporate action, and do
not contravene (i) the Borrower’s charter or by laws or (ii) any applicable law or any contractual
restriction binding on or affecting the Borrower, and will not result in or require the creation or
imposition of any Lien prohibited by this Agreement, provided that any increase of the
Commitments in accordance with Section 2.19 shall require corporate action for the due
authorization thereof prior to the effectiveness of such increase.



(c) No authorization or approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body or any other third party is required for the due
execution, delivery and performance by the Borrower of this Agreement or the Notes to be delivered
by it, provided that any increase of the Commitments in accordance with Section 2.19 and
the extension of the Termination Date in accordance with Section 2.20 shall require appropriate
governmental or third party authorization thereof prior to the effectiveness of such increase or
such extension, as the case may be.



(d) This Agreement has been, and each of the Notes to be delivered by it when delivered
hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each
of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with their respective terms.



(e) The Consolidated balance sheet of the Borrower and its Subsidiaries as at September 30,
2014, and the related Consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for the fiscal year then ended, accompanied by an opinion of PricewaterhouseCoopers
LLP, and the Consolidated balance sheet of the Borrower and its Subsidiaries as at December 31,
2014, and the related Consolidated statements of income and cash flows of the Borrower and its
Subsidiaries for three months then ended, copies of which have been included in the SEC Filings
prior to the date hereof, fairly present, subject, in the case of said balance sheet as at
December 31, 2014, and said statements of income and cash flows for three months then ended, to
year-end audit adjustments and the presentation of footnotes not required by Regulation S-X to be
included in interim financial statements, the Consolidated financial condition of the Borrower and
its Subsidiaries as at such dates and the Consolidated results of the operations of the Borrower
and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted
accounting principles consistently applied.



(f) There is no pending or threatened action, suit, investigation, litigation or proceeding,
including, without limitation, any Environmental Action, affecting the Borrower or any of its
Subsidiaries before any court, governmental agency or arbitrator that (i) would be reasonably
likely to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) purports to
affect the legality, validity or enforceability of this Agreement or any Note or the consummation
of the transactions contemplated hereby, and there has been no change in the status, or financial
effect on the Borrower or any of its Subsidiaries, of the Disclosed Litigation that would have a
Material Adverse Effect.



(g) The Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of
Governors of the Federal Reserve System), and no proceeds of any Advance will be used to purchase
or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying
any margin stock.



(h) The Borrower is not an “investment company”, or a company “controlled” by an “investment
company”, within the meaning of the Investment Company Act of 1940, as amended.



(i) Neither the Confidential Executive Summary (other than any projections and other
information of a general economic or general industry nature included therein) nor any other
written information, exhibit or report furnished by the Borrower to the Agent or any Lender
pursuant to the terms of this Agreement, nor any of the information contained herein, when taken as
a whole, on the date so provided, contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements made therein and herein not misleading in
light of the circumstances under which they were made.



(j) All financial projections included in the Confidential Executive Summary furnished by or
on behalf of the Borrower have been, on the date provided, prepared in good faith based upon
assumptions believed by the Borrower to be reasonable at the time made, it being understood that
such projections are subject to significant uncertainties and contingencies, many of which are
beyond the Borrower’s control, that no assurance can be given that any particular projection will
be realized and that actual results may vary materially from projections.



(k) No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events for which liability is reasonably expected to occur, would
reasonably be expected to result in a Material Adverse Effect.



(l) Each Covered Person has implemented and maintains in effect policies and procedures
designed to ensure compliance by such Covered Person and its respective directors, officers,
employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Covered Persons
and their respective officers and employees, and to the knowledge of the Borrower, its directors
and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material
respects. None of the Covered Persons or any of their respective directors, officers or employees,
nor to the knowledge of the Borrower, any agent of any Covered Persons that will act in any
capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned
Person. No borrowing, Letter of Credit or the use of the proceeds thereof or other transaction
contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions.



ARTICLE V

COVENANTS OF THE BORROWER




Section 5.01 Affirmative Covenants. So long as any Advance shall remain unpaid, any
Letter of Credit shall remain outstanding, any other amount shall remain unpaid hereunder or under
any Note or any Lender shall have any Commitment hereunder, the Borrower will:



(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply
with all applicable laws, rules, regulations and orders, such compliance to include, without
limitation, compliance with ERISA, Environmental Laws and the Patriot Act, except where the
necessity of compliance therewith is contested in good faith by appropriate proceedings or except
where the failure to comply would not reasonably be expected to have a Material Adverse Effect.



(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and
governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims
that, if unpaid, might by law become a Lien upon its property, except where the necessity of
compliance therewith is contested in good faith by appropriate proceedings, against which
appropriate reserves are being maintained in accordance with GAAP or except where the failure to
comply would not reasonably be expected to have a Material Adverse Effect.



(c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and covering such risks as is usually carried by companies engaged in similar businesses
and owning similar properties in the same general areas in which the Borrower or such Subsidiary
operates; provided, however, that the Borrower and its Subsidiaries may self-insure to the extent
consistent with prudent business practice.



(d) Preservation of Corporate Existence, Etc. Preserve and maintain, and cause each
of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and
statutory) and franchises; provided, however, that the Borrower and its
Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and
provided further that neither the Borrower nor any of its Subsidiaries shall be required to
preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct of the business of
the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Borrower and its Subsidiaries taken as a whole or
the Lenders.



(e) Visitation Rights. At reasonable times and upon five Business Days prior notice,
permit the Agent or any of the Lenders or any agents or representatives thereof at their respective
expense, to examine the records and books of account of, and visit the properties of, the Borrower
and any of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and
any of its Subsidiaries with any of their officers or directors and with their independent
certified public accountants.



(f) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books
of record and account, in which full and correct entries shall be made of all financial
transactions and the assets and business of the Borrower and each such Subsidiary in accordance
with generally accepted accounting principles in effect from time to time.



(g) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its
Material Subsidiaries to maintain and preserve, all of its material properties that are necessary
in the conduct of its business in good working order and condition, ordinary wear and tear
excepted.



(h) Reporting Requirements. Furnish to the Lenders:




(i) as soon as available and in any event within 50 days after the end of each of the
first three quarters of each fiscal year of the Borrower, the Consolidated balance sheet of
the Borrower and its Subsidiaries as of the end of such quarter and Consolidated statements
of income and cash flows of the Borrower and its Subsidiaries for the period commencing at
the end of the previous fiscal year and ending with the end of such quarter, duly certified
(subject to year-end audit adjustments and the presentation of footnotes not required by
Regulation S-X to be included in interim financial statements) by a Responsible Officer of
the Borrower as having been prepared in accordance with GAAP and certificates of a
Responsible Officer of the Borrower as to compliance with the terms of this Agreement and
setting forth in reasonable detail the calculations necessary to demonstrate compliance with
Section 5.03;




(ii) as soon as available and in any event within 95 days after the end of each fiscal
year of the Borrower, a copy of the annual audit report for such year for the Borrower and
its Subsidiaries, containing the Consolidated balance sheet of the Borrower and its
Subsidiaries as of the end of such fiscal year and Consolidated statements of income and
cash flows of the Borrower and its Subsidiaries for such fiscal year, in each case
accompanied by an opinion acceptable to the Required Lenders by PricewaterhouseCoopers LLP
or other independent registered certified public accountants of nationally recognized
standing and certificates of a Responsible Officer of the Borrower as to compliance with the
terms of this Agreement and setting forth in reasonable detail the calculations necessary to
demonstrate compliance with Section 5.03;




(iii) as soon as possible and in any event within five Business Days after the
Borrower obtains knowledge of any Default continuing on the date of such statement, a
statement of a Responsible Officer of the Borrower setting forth details of such Default and
the action that the Borrower has taken and proposes to take with respect thereto;




(iv) promptly after the sending or filing thereof, copies of all reports that the
Borrower sends to any of its securityholders (other than UGI Corporation), and copies of all
reports and registration statements that the Borrower or any Subsidiary files with the
Securities and Exchange Commission or any national securities exchange;




(v) prompt notice of all actions and proceedings before any court, governmental agency
or arbitrator affecting the Borrower or any of its Subsidiaries of the type described in
Section 4.01(f); and




(vi) such other information respecting the Borrower or any of its Subsidiaries as any
Lender through the Agent may from time to time reasonably request.



The financial statements and other information required to be delivered pursuant to clauses (i),
(ii) and (iv) of this Section 5.01(h) shall be deemed to have been delivered on the date on which
such financial statements and other information are posted on the website of the Securities and
Exchange Commission at www.sec.gov and the Borrower notifies the Agent in writing thereof. In
addition, the financial statements and other information referred to in the immediately preceding
sentence may be delivered electronically and if so delivered shall be deemed to be delivered on the
date on which (A) the Borrower posts such documents, or provides a link thereto on the Borrower’s
website on the Internet at the following website: Webpage: www.ugicorp.com or (B) such documents
are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each
Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by
the Agent); provided that the Borrower shall notify the Agent (by telecopier or electronic
mail) of the posting of any such documents and provide to the Agent, if requested, by electronic
mail electronic versions (i.e., soft copies) of such documents. The Agent shall have no
obligation to request the delivery or to maintain copies of the documents referred to above, and in
any event shall have no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.



(i) Maintain in effect and enforce policies and procedures designed to ensure compliance by
the Covered Persons and their respective directors, officers, employees and agents with
Anti-Corruption Laws and applicable Sanctions.



(j) Use of Proceeds and Letters of Credit. The proceeds of the Advances will be used
for working capital, acquisitions, capital expenditures and other general corporate purposes,
including the refinancing of the Existing Credit Agreement. Letters of Credit will be used for the
Borrower’s and its Subsidiaries’ general corporate purposes; provided that neither the
Agent nor any Lender shall have any responsibility as to use of such proceeds. None of the
Borrower, its Subsidiaries, or any of its or their respective directors, officers or employees
shall use the proceeds of any Advance or Letter of Credit (x) in furtherance of an offer, payment,
promise to pay, or authorization of the payment or giving of money, or anything else of value, to
any Person in violation of any Anti-Corruption Laws, (y) for the purpose of funding, financing or
facilitating any activities, business or transaction of or with any Sanctioned Person, or in any
Sanctioned Country or (z) in any manner that would result in the violation of any Sanctions
applicable to any party hereto.



Section 5.02 Negative Covenants. So long as any Advance shall remain unpaid, any
Letter of Credit shall remain outstanding, any other amount shall remain unpaid hereunder or under
any Note or any Lender shall have any Commitment hereunder, the Borrower will not:



(a) Liens, Etc. Create or suffer to exist, or permit any of its Subsidiaries to
create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned
or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive
income, other than:




(i) Permitted Liens,




(ii) Liens upon any property acquired, constructed or improved after the date hereof by
the Borrower or a Subsidiary which are created or incurred contemporaneously with or within
180 days after such acquisition, construction or improvement to secure or provide for the
payment of any part of the purchase price of such property or the cost of such construction
or improvement or Debt incurred to pay that purchase price or cost of construction or
improvement (but no other amounts), provided, however, that no such Lien shall extend to or
cover any properties of any character other than the real property or equipment being
acquired, and no such extension, renewal or replacement shall extend to or cover any
properties not theretofore subject to the Lien being extended, renewed or replaced,




(iii) the Liens existing on the Effective Date and described on Schedule 5.02(a)
hereto,




(iv) Liens on property of a Person existing at the time such Person is merged into or
consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of
the Borrower and Liens existing on assets at the time of their acquisition; provided that
such Liens were not created in contemplation of such merger, consolidation or acquisition
and do not extend to any assets other than those of the Person so merged into or
consolidated with the Borrower or such Subsidiary or acquired by the Borrower or such
Subsidiary or those assets so acquired, as the case may be,




(v) Liens arising from legal proceedings being contested by the Borrower in good faith
by appropriate legal or administrative proceedings,




(vi) Liens on cash and cash equivalents securing obligations pursuant to
non-speculative Hedge Agreements,




(vii) Liens arising from legal proceedings being contested by the Borrower in good
faith by appropriate legal or administrative proceedings,




(viii) Liens arising from Section 302 of ERISA or pursuant to the PBGC’s authority
under Title IV of ERISA in an aggregate principal amount not to exceed $25,000,000 at any
time outstanding,




(ix) Liens arising pursuant to any Non-recourse Debt,




(x) Liens arising in connection with the issuance of industrial revenue bonds or
pollution control bonds,




(xi) Liens created in connection with inventory management agreements in the ordinary
course of business that do not in the aggregate materially detract from the value of the
Borrower’s Consolidated assets or materially impair the use thereof in the operation of its
business,




(xii) Liens securing Debt related to an Accounts Receivable Securitization, provided
that the amount of Debt of all such Accounts Receivable Securitizations does not exceed in
the aggregate at any time outstanding $125,000,000,




(xiii) other Liens securing Debt or other obligations in an aggregate principal amount
not to exceed 5% of the Consolidated Total Capital at any time outstanding, and




(xiv) the replacement, extension or renewal of any Lien permitted by clause (iii) or
(iv) above upon or in the same property theretofore subject thereto or the replacement,
extension or renewal (without increase in the amount or change in any direct or contingent
obligor) of the Debt secured thereby.



(b) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions) all or
substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit
any of its Subsidiaries to do so, except that any Subsidiary of the Borrower may merge or
consolidate with or into, or dispose of assets to, any other Subsidiary of the Borrower, and except
that any Subsidiary of the Borrower may merge into or dispose of assets to the Borrower and the
Borrower may merge with any other Person so long as the Borrower is the surviving corporation,
provided, in each case, that no Default shall have occurred and be continuing at the time of such
proposed transaction or would result therefrom.



(c) Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or
permit, any change in accounting policies or reporting practices, except as required or permitted
by generally accepted accounting principles.



(d) Change in Nature of Business. Make, or permit any of its Subsidiaries to make,
any material change in the nature of its business as carried on at the date hereof.



Section 5.03 Financial Covenant. So long as any Advance shall remain unpaid, any
Letter of Credit shall remain outstanding, any other amount shall remain unpaid hereunder or under
any Note or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of
Consolidated Debt to the Consolidated Total Capital of not greater than 0.65:1.00.



ARTICLE VI

EVENTS OF DEFAULT




Section 6.01 Events of Default. If any of the following events (“Events of
Default”) shall occur and be continuing:



(a) The Borrower shall fail to pay any principal of any Advance, Letter of Credit Borrowing or
Reimbursement Obligation when the same becomes due and payable; or the Borrower shall fail to pay
any interest on any Advance, Letter of Credit Borrowing or Reimbursement Obligation or fail to make
any other payment of fees or other amounts payable under this Agreement or any Note within five
Business Days after the same becomes due and payable; or



(b) Any representation or warranty made by the Borrower herein or by the Borrower (or any of
its officers) in connection with this Agreement shall prove to have been incorrect in any material
respect (or any representation or warranty which is already qualified as to materiality or by
reference to a Material Adverse Effect shall prove to have been incorrect in any respect) when made
or deemed made; or



(c) (i) The Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(d), (e), (h)(iii), (i) or (j), 5.02 or 5.03, or (ii) the Borrower shall
fail to perform or observe any term, covenant or agreement contained in Section 5.01(h) (other than
clause (iii) thereof) if such failure shall remain unremedied for 5 days after written notice
thereof shall have been given to the Borrower by the Agent or any Lender; or (iii) the Borrower
shall fail to perform or observe any other term, covenant or agreement contained in this Agreement
on its part to be performed or observed if such failure shall remain unremedied for 30 days after
written notice thereof shall have been given to the Borrower by the Agent or any Lender; or



(d) The Borrower or any of its Subsidiaries shall fail to pay any principal of or premium or
interest on any Debt that is outstanding in a principal or notional amount of at least $25,000,000
in the aggregate (but excluding Debt outstanding hereunder) of the Borrower or such Subsidiary (as
the case may be), when the same becomes due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue after the
applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or
any other event shall occur or condition shall exist under any agreement or instrument relating to
any such Debt and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to accelerate, or to permit
the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and
payable, or required to be prepaid or redeemed (other than by a regularly scheduled required
prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or
defease such Debt shall be required to be made, in each case prior to the stated maturity thereof;
or



(e) The Borrower or any of its Material Subsidiaries shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts generally, or shall make
a general assignment for the benefit of creditors; or any proceeding shall be instituted by or
against the Borrower or any of its Material Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment
of a receiver, trustee, custodian or other similar official for it or for any substantial part of
its property and, in the case of any such proceeding instituted against it (but not instituted by
it), either such proceeding shall remain undismissed or unstayed for a period of 60 days, or any of
the actions sought in such proceeding (including, without limitation, the entry of an order for
relief against, or the appointment of a receiver, trustee, custodian or other similar official for,
it or for any substantial part of its property) shall occur; or the Borrower or any of its Material
Subsidiaries shall take any corporate action to authorize any of the actions set forth above in
this subsection (e); or



(f) Judgments or orders for the payment of money in excess of $25,000,000 in the aggregate
shall be rendered against the Borrower or any of its Material Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or



(g) (i) Any Person or two or more Persons acting in concert (other than UGI Corporation)
shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting
Stock of the Borrower (or other securities convertible into such Voting Stock) representing 30% or
more of the combined voting power of all Voting Stock of the Borrower; or (ii) during any period of
up to 12 consecutive months, commencing after the date of this Agreement, a majority of the members
of the board of directors of the Borrower cease to be composed of individuals (x) who were members
of that board on the first day of such period, (y) whose election or nomination to that board was
approved by individuals referred to in clause (x) above constituting at the time of such election
or nomination at least a majority of that board or (z) whose election or nomination to that board
was approved by individuals referred to in clauses (x) and (y) above constituting at the time of
such election or nomination at least a majority of that board (excluding, in the case of both
clause (y) and clause (z), any individual whose initial nomination for, or assumption of office as,
a member of that board occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the board of directors);
or (iii) the Borrower shall cease for any reason to be directly or indirectly wholly-owned by UGI
Corporation; or



(h) The Borrower or any of its ERISA Affiliates shall incur, or be reasonably likely to incur,
liability in excess of $25,000,000 as a result of one or more ERISA Events described in
subsections (c), (f) or (h) of the definition of ERISA Event, or shall fail to pay when due an
amount or amounts aggregating in excess of $25,000,000 as a result of one or more of the following:
(i) the occurrence of any other ERISA Event; (ii) the partial or complete withdrawal of the
Borrower or any of its ERISA Affiliates from a Multiemployer Plan; or (iii) the reorganization or
termination of a Multiemployer Plan;



then, and in any such event, the Agent (i) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower, declare the obligation of each Lender and each Issuing
Lender to make Advances or issue, amend, renew or extend Letters of Credit to be terminated,
whereupon the same shall forthwith terminate, (ii) shall at the request, or may with the consent,
of the Required Lenders, by notice to the Borrower, declare the Advances, all interest thereon and
all other amounts payable under this Agreement to be forthwith due and payable, whereupon the
Advances, all such interest and all such amounts shall become and be forthwith due and payable,
without presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by the Borrower (including, without limitation, all Letter of Credit Obligations,
whether or not the beneficiaries of the then outstanding Letters of Credit shall have presented the
documents required thereunder) and (iii) shall at the request, or may with the consent, of the
Required Lenders, by notice to the Borrower require the Borrower to, and the Borrower shall
thereupon, deposit in a non-interest bearing account with the Agent, as cash collateral for its
obligations under this Agreement, an amount equal to 100% of the maximum amount currently or at any
time thereafter available to be drawn on all outstanding Letters of Credit, and the Borrower hereby
pledges to the Agent, the Issuing Lenders and the Lenders, and grants to the Agent, the Issuing
Lenders and the Lenders a security interest in, all such cash as security for such obligations.
Amounts held in such cash collateral account shall be applied by the Agent to the payment of drafts
drawn under the Letters of Credit, and the unused portion thereof after all the Letters of Credit
shall have expired or been fully drawn upon, if any, shall be applied to repay other obligations of
the Borrowers hereunder and under the other Loan Documents; provided, that, with
the consent of the Issuing Lender, the Agent may at any time apply any funds in such cash
collateral account to any such obligations other than those in respect of Letters of Credit. After
all the Letters of Credit shall have expired or been fully drawn upon, all Letter of Credit
Obligations shall have been satisfied and all other obligations of the Borrower hereunder and under
the Notes and other Loan Documents shall have been paid in full, the balance, if any, in such cash
collateral account shall be returned to the Borrower (or such other Person or Persons as may be
lawfully entitled thereto). The Borrower shall execute and deliver to the Agent, for the account
of the Issuing Lenders and the Lenders, such further documents and instruments as the Agent may
request to evidence the creation and perfection of the within security interest in such cash
collateral account; provided, however, that in the event of an actual or deemed entry of an order
for relief with respect to the Borrower under the Federal Bankruptcy Code, (A) the obligation of
each Lender to make Advances or issue Letters of Credit shall automatically be terminated and
(B) the Advances, all such interest and all such amounts shall automatically become and be due and
payable, without presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by the Borrower.



ARTICLE VII

THE AGENT




Section 7.01 Appointment and Authority. Each of the Lenders and each of the Issuing
Lenders hereby irrevocably appoints PNC to act on its behalf as the Agent hereunder and under the
other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise
such powers as are delegated to the Agent by the terms hereof or thereof, together with such
actions and powers as are reasonably incidental thereto. The provisions of this Article VII are
solely for the benefit of the Agent, the Lenders and the Issuing Lenders, and the Borrower shall
not have rights as a third party beneficiary of any of such provisions.



Section 7.02 Rights as a Lender. The Person serving as the Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Agent and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may
accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity
for and generally engage in any kind of business with the Borrower or any Subsidiary or other
Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account
therefor to the Lenders. In the event that PNC or any of its Affiliates shall be or become an
indenture trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture
Act”) in respect of any securities issued or guaranteed by the Borrower, the parties hereto
acknowledge and agree that any payment or property received in satisfaction of or in respect of any
obligation of the Borrower hereunder or under any other Loan Document by or on behalf of PNC in its
capacity as the Agent for the benefit of any Lender under this Agreement or any Note (other than
PNC or an Affiliate of PNC) and which is applied in accordance with this Agreement shall be deemed
to be exempt from the requirements of Section 311 of the Trust Indenture Act pursuant to
Section 311(b)(3) of the Trust Indenture Act.



Section 7.03 Exculpatory Provisions. The Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Agent:



(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default or Event of Default has occurred and is continuing;



(b) shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Agent is required to exercise as directed in writing by the Required Lenders (or
such other number or percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents); provided that the Agent shall not be required to take any action
that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is
contrary to any Loan Document or applicable law; and



(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as
the Agent or any of its Affiliates in any capacity.



The Agent shall not be liable for any action taken or not taken by it (i) with the consent or
at the request of the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary, or as the Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 6.01 and 8.01) in the absence of its own gross negligence or
willful misconduct. The Agent shall be deemed not to have knowledge of any Default or Event of
Default unless and until notice describing such Default or Event of Default is given to the Agent
by the Borrower, a Lender or the Issuing Lender.



The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with this Agreement or any other
Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder
or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of
the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement, any other Loan Document or any other agreement, instrument or
document or (v) the satisfaction of any condition set forth in Section 3 or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Agent.



Section 7.04 Reliance by Agent. The Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet
website posting or other distribution) believed by it to be genuine and to have been signed, sent
or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made
to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition
hereunder to the making of an Advance, or the issuance of a Letter of Credit, that by its terms
must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Agent may presume that
such condition is satisfactory to such Lender or such Issuing Lender unless the Agent shall have
received notice to the contrary from such Lender or such Issuing Lender prior to the making of such
Advance or the issuance of such Letter of Credit. The Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts selected by it, and
shall not be liable for any action taken or not taken by it in accordance with the advice of any
such counsel, accountants or experts.



Section 7.05 Delegation of Duties. The Agent may perform any and all of its duties
and exercise its rights and powers hereunder or under any other Loan Document by or through any one
or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and
all of its duties and exercise its rights and powers by or through their respective Affiliates.
The exculpatory provisions of this Article 7 shall apply to any such sub-agent and to the
Affiliates of the Agent and any such sub-agent, and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as well as activities
as Agent.



Section 7.06 Resignation of Agent. The Agent may at any time give notice of its
resignation to the Lenders, the Issuing Lenders and the Borrower. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, with approval from the Borrower (so long
as no Event of Default has occurred and is continuing), to appoint a successor, such approval not
to be unreasonably withheld or delayed. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30) days after the
retiring Agent gives notice of its resignation, then the Borrower (so long as no Event of Default
has occurred and is continuing) may appoint a successor agent, which successor may be replaced by
the Required Lenders; provided that such replacement is, so long as no Event of Default has
occurred and is continuing, reasonably acceptable to the Borrower. If no successor shall have been
so appointed by the Required Lenders or the Borrower within sixty (60) days after the retiring
Agent gives notice of its resignation, then the retiring Agent may on behalf of the Lenders and the
Issuing Lenders, appoint a successor Agent; provided that if the Agent shall notify the
Borrower and the Lenders that no qualifying Person has accepted such appointment, then such
resignation shall nonetheless become effective in accordance with such notice and (a) the retiring
Agent shall be discharged from its duties and obligations hereunder and under the other Loan
Documents (except that in the case of collateral security, if any, held by the Agent on behalf of
the Lenders or the Issuing Lenders under any of the Loan Documents, the retiring Agent shall
continue to hold such collateral security until such time as a successor Agent is appointed) and
(b) all payments, communications and determinations provided to be made by, to or through the Agent
shall instead be made by or to each Lender and each Issuing Lender directly, until such time as the
Required Lenders appoint a successor Agent as provided for above in this Section 7.06. Upon the
acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring (or retired)
Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrower to a successor Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After the
retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this
Article 7 and Section 8.04 shall continue in effect for the benefit of such retiring Agent, its
sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken
by any of them while the retiring Agent was acting as Agent.



If PNC resigns as Agent under this Section 7.06, PNC shall also resign as an Issuing Lender.
Upon the appointment of a successor Agent hereunder, such successor shall (i) succeed to all of the
rights, powers, privileges and duties of PNC as the retiring Issuing Lender and Agent and PNC shall
be discharged from all of its respective duties and obligations as Issuing Lender and Agent under
the Loan Documents, and (ii) issue letters of credit in substitution for the Letters of Credit
issued by PNC, if any, outstanding at the time of such succession or make other arrangement
satisfactory to PNC to effectively assume the obligations of PNC with respect to such Letters of
Credit.



Section 7.07 Non-Reliance on Agent and Other Lenders. Each Lender and each Issuing
Lender acknowledges that it has, independently and without reliance upon the Agent or any other
Lender or any of their Affiliates and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender
and each Issuing Lender also acknowledges that it will, independently and without reliance upon the
Agent or any other Lender or any of their Affiliates and based on such documents and information as
it shall from time to time deem appropriate, continue to make its own decisions in taking or not
taking action under or based upon this Agreement, any other Loan Document or any related agreement
or any document furnished hereunder or thereunder.



Section 7.08 No Reliance on Agent’s Customer Identification Program. Each Lender
acknowledges and agrees that neither such Lender, nor any of its Affiliates, participants or
assignees, may rely on the Agent to carry out such Lender’s, Affiliate’s, participant’s or
assignee’s customer identification program, or other obligations required or imposed under or
pursuant to the Patriot Act or the regulations thereunder, including the regulations contained in
31 CFR 103.121 (as hereafter amended or replaced, the “CIP Regulations”), or any other
Anti-Terrorism Law, including any programs involving any of the following items relating to or in
connection with the Borrower, its Affiliates or its agents, the Loan Documents or the transactions
hereunder or contemplated hereby: (a) any identity verification procedures, (b) any recordkeeping,
(c) comparisons with government lists, (d) customer notices or (e) other procedures required under
the CIP Regulations or such other Laws.



Section 7.09 Indemnification. The Lenders agree to indemnify the Agent and the
Issuing Lenders (to the extent not reimbursed by the Borrower), ratably according to their
respective Ratable Shares, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against the Agent or any Issuing Lender
in any way relating to or arising out of this Agreement or the other Loan Documents or any action
taken or omitted by the Agent or any Issuing Lender under this Agreement or the other Loan
Documents (collectively, the “Indemnified Costs”), provided that no Lender shall be
liable (i) to the Agent for any portion of the Indemnified Costs resulting from the Agent’s gross
negligence or willful misconduct or (ii) to an Issuing Lender for any portion of the Indemnified
Costs resulting from such Issuing Lender’s gross negligence or willful misconduct. Without
limitation of the foregoing, each Lender agrees to reimburse the Agent and the Issuing Lender
promptly upon demand for its Ratable Share of any out-of-pocket expenses (including counsel fees)
incurred by the Agent or the Issuing Lender in connection with the preparation, execution,
delivery, administration, modification, amendment or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under,
this Agreement or the other Loan Documents, to the extent that the Agent or the Issuing Lender, as
the case may be, is not reimbursed for such expenses by the Borrower. In the case of any
investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.09
applies whether any such investigation, litigation or proceeding is brought by the Agent, any
Issuing Lender, any Lender or a third party.



Section 7.10 No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the syndication agent or any other Person designated as any “Agent”, “Arranger” or
“Bookrunner” listed on the cover page hereof shall have any powers, duties or responsibilities
under this Agreement or any of the other Loan Documents, except in its capacity, as and the extent
applicable, as the Agent, a Lender or an Issuing Lender hereunder.



ARTICLE VIII

MISCELLANEOUS




Section 8.01 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any Note, nor consent to any departure by the Borrower therefrom, shall in any event
be effective unless the same shall be in writing and signed by the Required Lenders and the
Borrower, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no amendment, waiver or consent
shall, unless in writing (a) signed by each of the Lenders affected thereby, do any of the
following: (i) increase the Commitments of the Lenders (other than as contemplated by Section
2.19), (ii) reduce the principal of, or interest on, the Advances, the Letter of Credit Obligations
or any fees or other amounts payable hereunder, or (iii) postpone any date fixed for any payment of
principal of, or interest on, the Advances or any fees or other amounts payable hereunder or (b)
signed by all of the Lenders, do any of the following: (i) waive any of the conditions specified in
Section 3.01, (ii) change the percentage of the Commitments (other than an adjustment in connection
with a Commitment Increase) or of the aggregate unpaid principal amount of the Advances and Letter
of Credit Obligations, or the number of Lenders, that shall be required for the Lenders or any of
them to take any action hereunder or (iii) amend this Section 8.01. Notwithstanding the foregoing,
no amendment, waiver or consent shall affect the rights or duties of the Agent, an Issuing Lender
or the Swing Line Lender under this Agreement or any other Loan Document unless in writing and
signed by the Agent, such Issuing Lender and/or the Swing Line Lender, as the case may be, in
addition to the Lenders required above to take such action.



Section 8.02 Notices, Etc.



(a) All notices and other communications provided for hereunder shall be either in writing
(including telecopier or other electronic communication) and mailed, electronically transmitted or
delivered, if to the Borrower, at its address at 2525 North 12th Street, Suite 360,
Reading, PA 19612, Attention: Treasurer, with a copy to UGI Utilities, Inc., Box 858, Valley
Forge, PA 19482, Attention: General Counsel; if to any Initial Lender, at its Domestic Lending
Office specified opposite its name on Schedule I hereto; if to any other Lender, at its Domestic
Lending Office specified in the Assumption Agreement or the Assignment and Assumption pursuant to
which it became a Lender; and if to the Agent or the Issuing Lender, at its address at 1000
Westlakes Drive, Suite 200, Berwyn, Pennsylvania 19312, Attention: Domenic D’Ginto with a copy to
PNC Bank, National Association, PNC Firstside Center, 500 First Avenue, 4th Floor,
Pittsburgh, PA 15219, Attention: Agency Services; or, as to the Borrower or the Agent, at such
other address as shall be designated by such party in a written notice to the other parties and, as
to each other party, at such other address as shall be designated by such party in a written notice
to the Borrower and the Agent, except in each case as otherwise provided in Section 8.02(b) and (c)
below. All such notices and communications shall, when mailed or electronically transmitted, be
effective when deposited in the mail or confirmed by electronic transmission, respectively, except
that notices and communications to the Agent or the Issuing Lender pursuant to Article II, III or
VII shall not be effective until received by the Agent. Delivery by telecopier or other electronic
imaging of an executed counterpart of any amendment or waiver of any provision of this Agreement or
the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.



(b) So long as PNC or any of its Affiliates is the Agent, materials required to be delivered
pursuant to Section 5.01(h)(i), (ii) and (iv) shall be delivered to the Agent as set forth in
Section 5.01 or as otherwise approved by the Agent. The Borrower agrees that the Agent may make
such materials, as well as any other written information, documents, instruments and other material
relating to the Borrower, any of its Subsidiaries or any other materials or matters relating to
this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the
“Communications”) available to the Lenders by posting such notices on Syndtrak, Intralinks
or a substantially similar electronic system (the “Platform”). The Borrower acknowledges
that (i) the distribution of material through an electronic medium is not necessarily secure and
that there are confidentiality and other risks associated with such distribution, (ii) the Platform
is provided “as is” and “as available” and (iii) neither the Agent nor any of its Affiliates
warrants the accuracy, adequacy or completeness of the Communications or the Platform and each
expressly disclaims liability for errors or omissions in the Communications or the Platform. No
warranty of any kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or
freedom from viruses or other code defects, is made by the Agent or any of its Affiliates in
connection with the Platform.



(c) Each Lender and each Issuing Lender agrees that notices and communications to such Lender
or such Issuing Lender hereunder may be delivered or furnished by e-mail communication or other
electronic communication (a “Notice”), including by specifying that any Communications have
been posted to the Platform, which in each such case constitute effective delivery of such
information, documents or other materials to such Lender or such Issuing Lender for purposes of
this Agreement; provided that the foregoing shall not apply to notices to any Lender or any
Issuing Lender if such Lender or such Issuing Lender, as applicable, has notified the Agent that it
is incapable of receiving notices by electronic communication. Each Lender agrees (x) to notify
the Agent in writing of such Lender’s e-mail address to which a Notice may be sent by electronic
transmission (including by electronic communication) on or before the date such Lender becomes a
party to this Agreement (and from time to time thereafter to ensure that the Agent has on record an
effective e-mail address for such Lender) and (y) that any Notice may be sent to such e-mail
address. Unless the Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail
or other written acknowledgement); provided that if such notice or other communication is
not sent during the normal business hours of the recipient, such notice or communication shall be
deemed to have been sent at the opening of business on the next Business Day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website shall be deemed received
upon the deemed receipt by the intended recipient at its e-mail address as described in the
foregoing clause (i) of notification that such notice or communication is available and identifying
the website address therefor.



Section 8.03 No Waiver; Remedies. No failure on the part of any Lender or the Agent
to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



Section 8.04 Costs and Expenses.



(a) The Borrower agrees to pay on demand all costs and expenses of the Agent in connection
with the preparation, execution, delivery, administration, modification and amendment of this
Agreement, the Notes, the Letters of Credit issued hereunder and the other documents to be
delivered hereunder, including, without limitation, (A) all due diligence, syndication (including
printing, distribution and bank meetings), transportation, computer, duplication, appraisal,
consultant, and audit expenses and (B) the reasonable and documented fees and expenses of counsel
for the Agent with respect thereto and with respect to advising the Agent as to its rights and
responsibilities under this Agreement or any amendment, supplement or modification of, or any
waiver or consent under or in respect of (or any proposed amendment or supplement to or
modification or waiver of), this Agreement, the other Loan Documents and any such other documents.
The Borrower further agrees to pay promptly all costs and expenses (including, without limitation,
reasonable and documented counsel fees and expenses) of (i) each Issuing Lender in connection with
the issuance, amendment, renewal or extension of any Letter of Credit issued by such Issuing Lender
or any demand for payment thereunder, (ii) the Agent in connection with any workout, restructuring
or negotiations in respect of the Advances, Swing Line Advances or Letters of Credit or other
obligation hereunder or under the other Loan Documents and (iii) the Agent, the Lenders and the
Issuing Lenders in connection with the enforcement (whether through negotiations, legal proceedings
or otherwise) of this Agreement, the Notes and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the Agent and each
Lender in connection with the enforcement or preservation of any rights under this Agreement and
the other Loan Documents.



(b) The Borrower agrees to indemnify and hold harmless the Agent, each Lender, each Issuing
Lender, any Person named as Syndication Agent, Arranger or Bookrunner on the cover page of this
Agreement, and each of their Affiliates and their officers, directors, employees, agents and
advisors (each, an “Indemnified Party”) from and against any and all claims, damages,
losses, liabilities and reasonable expenses (including, without limitation, reasonable fees and
expenses of counsel and any civil penalties or fines assessed by OFAC) incurred by or asserted or
awarded against any Indemnified Party, in each case arising out of or in connection with or by
reason of (including, without limitation, in connection with any investigation, litigation or
proceeding or preparation of a defense in connection therewith) (i) the Notes, this Agreement, any
Letter of Credit (including (x) any refusal by an Issuing Lender to honor a demand for payment
under a Letter of Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit or (y) any dishonor by an Issuing Lender or any of
such Issuing Lender’s Affiliates of a proper demand for payment made under any Letter of Credit if
such dishonor resulted from any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Official Body), any of the transactions contemplated
herein or the actual or proposed use of the proceeds of the Advances or (ii) the actual or alleged
presence of Hazardous Materials on any property of the Borrower or any of its Subsidiaries or any
Environmental Action relating in any way to the Borrower or any of its Subsidiaries, except to the
extent such claim, damage, loss, liability or expense (a) is found in a final, non-appealable
judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross
negligence or willful misconduct or (b) results from a claim, litigation, investigation or
proceeding brought by one Indemnified Person against another Indemnified Person that does not
involve an act or omission by, or a condition relating to, the Borrower or any Affiliate thereof.
In the case of an investigation, litigation or other proceeding to which the indemnity in this
Section 8.04(b) applies, such indemnity shall be effective whether or not such investigation,
litigation or proceeding is brought by the Borrower, its directors, equityholders or creditors or
an Indemnified Party or any other Person, whether or not any Indemnified Party is otherwise a party
thereto and whether or not the transactions contemplated hereby are consummated. The Borrower also
agrees not to assert any claim for special, indirect, consequential or punitive damages against the
Agent, any Lender, any of their Affiliates, or any of their respective directors, officers,
employees, attorneys and agents, on any theory of liability, arising out of or otherwise relating
to the Notes, this Agreement, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Advances.



(c) If any payment of principal of, or Conversion of, any Eurodollar Rate Advance is made by
the Borrower to or for the account of a Lender other than on the last day of the Interest Period
for such Advance, as a result of a payment or Conversion pursuant to Section 2.09(d) or (e), 2.11
or 2.13, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other
reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period
for such Advance upon an assignment of rights and obligations under this Agreement pursuant to
Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a), the Borrower
shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for
the account of such Lender any amounts required to compensate such Lender for any additional
losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (excluding loss of anticipated profits), cost or expense
incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any
Lender to fund or maintain such Advance.



(d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the
agreements and obligations of the Borrower contained in Sections 2.12, 2.15 and 8.04 shall survive
the payment in full of principal, interest and all other amounts payable hereunder and under the
Notes and the Letters of Credit.



Section 8.05 Right of Set off. Upon either (a) the occurrence and during the
continuance of any Event of Default under Section 6.01(a) or 6.01(e) or (b) (i) the occurrence and
during the continuance of any other Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.01 to authorize the Agent to declare the Notes due
and payable pursuant to the provisions of Section 6.01, each Lender and each Issuing Lender and
each of their Affiliates is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any time owing by such
Lender, such Issuing Lender or such Affiliate to or for the credit or the account of the Borrower
against any and all of the obligations of the Borrower now or hereafter existing under this
Agreement and the Note(s) held by such Lender, whether or not such Issuing Lender or such Lender
shall have made any demand under this Agreement or such Note and although such obligations may be
unmatured. Each Lender agrees promptly to notify the Borrower after any such set off and
application, provided that the failure to give such notice shall not affect the validity of
such set off and application. The rights of each Lender and its Affiliates under this Section are
in addition to other rights and remedies (including, without limitation, other rights of set off)
that such Lender and its Affiliates may have.



Section 8.06 Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the Borrower, the Agent and each Lender and their respective successors and assigns,
except that the Borrower shall not have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Lenders.



Section 8.07 Assignments and Participations.



(a) Each Lender may and, if demanded by the Borrower pursuant to Section 2.22(b) upon at least
five Business Days’ notice to such Lender and the Agent, will assign to one or more Persons all or
a portion of its rights and obligations under this Agreement (including, without limitation, all or
a portion of its Commitment, the Advances owing to it, its interest in any outstanding Letters of
Credit and Swing Line Advances and the Note or Notes held by it); provided, however, that (i) each
such assignment shall be of a constant, and not a varying, percentage of all rights and obligations
under this Agreement, (ii) except in the case of an assignment to a Person that, immediately prior
to such assignment, was a Lender or an assignment of all of a Lender’s rights and obligations under
this Agreement, the amount of the Commitment of the assigning Lender being assigned pursuant to
each such assignment (determined as of the date of the Assignment and Assumption with respect to
such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in
excess thereof unless the Borrower and the Agent otherwise agree, (iii) each such assignment shall
be to an Eligible Assignee, (iv) each such assignment made as a result of a demand by the Borrower
pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the
Agent and shall be either an assignment of all of the rights and obligations of the assigning
Lender under this Agreement or an assignment of a portion of such rights and obligations made
concurrently with another such assignment or other such assignments that together cover all of the
rights and obligations of the assigning Lender under this Agreement, (v) no Lender shall be
obligated to make any such assignment as a result of a demand by the Borrower pursuant to this
Section 8.07(a) unless and until such Lender shall have received one or more payments from either
the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the
aggregate outstanding principal amount of the Advances owing to such Lender, together with accrued
interest thereon to the date of payment of such principal amount and all other amounts payable to
such Lender under this Agreement, (vi) the Swing Line Commitment and all outstanding Swing Line
Advances may only be assigned in their entirety to a Lender then having a Commitment, and (vii) the
parties to each such assignment shall execute and deliver to the Agent, for its acceptance and
recording in the Register, an Assignment and Assumption, together with any Revolving Credit Note or
Swing Line Note subject to such assignment and a processing and recordation fee of $3,500 payable
by the parties to each such assignment, provided, however, that in the case of each assignment made
as a result of a demand by the Borrower, such recordation fee shall be payable by the Borrower
except that no such recordation fee shall be payable in the case of an assignment made at the
request of the Borrower to an Eligible Assignee that is an existing Lender. Upon such execution,
delivery, acceptance and recording, from and after the effective date specified in each Assignment
and Assumption, (x) the assignee thereunder shall be a party hereto and, to the extent that rights
and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have
the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it pursuant to such
Assignment and Assumption, relinquish its rights (other than its rights under Sections 2.12, 2.15
and 8.04 to the extent any claim thereunder relates to an event arising prior to such assignment)
and be released from its obligations under this Agreement (and, in the case of an Assignment and
Assumption covering all or the remaining portion of an assigning Lender’s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto).



(b) Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, together with any Note or Notes subject to
such assignment, the Agent shall, if such Assignment and Assumption has been completed and is in
substantially the form of Exhibit C hereto, (i) accept such Assignment and Assumption, (ii) record
the information contained therein in the Register and (iii) give prompt notice thereof to the
Borrower.



(c) The Agent shall maintain at its address referred to in Section 8.02 a copy of each
Assumption Agreement and each Assignment and Assumption delivered to and accepted by it and a
register for the recordation of the names and addresses of the Lenders and the Commitment of, and
principal amount of the Advances owing to, each Lender from time to time (the “Register”).
The entries in the Register shall be conclusive and binding for all purposes, absent manifest
error, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in
the Register as a Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrower or any Lender at any reasonable time and from time to time
upon reasonable prior notice.



(d) Each Lender may sell participations to one or more banks or other entities (other than the
Borrower or any of its Affiliates) in or to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its Commitment, the Advances
owing to it and any Note or Notes held by it); provided, however, that (i) such Lender’s
obligations under this Agreement (including, without limitation, its Commitment to the Borrower
hereunder and its participation obligations to the Issuing Lenders and the Swing Line Lender
hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder
of any such Note for all purposes of this Agreement, (iv) the Borrower, the Agent, the Issuing
Lenders and the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement and (v) no participant
under any such participation shall have any right to approve any amendment or waiver of any
provision of this Agreement or any Note, or any consent to any departure by the Borrower therefrom,
except to the extent that such amendment, waiver or consent would reduce the principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation, or postpone any date fixed for any payment of principal of, or
interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent
subject to such participation. The applicable Lender, acting solely for this purpose as an agent
of the Borrower, shall maintain a register for the recordation of the names and addresses of each
participant to which such Lender has sold a participating interest and the amount of each such
participant’s interest in such Lender’s rights and/or obligations under this Agreement (the
“Participant Register”). The entries in the Participant Register shall be conclusive
absent manifest error, and such Lender shall treat each Person whose name is recorded in the
Participant Register as the owner of the related rights and/or obligations, subject to the
provisions of this Section.



(e) Any Lender may, in connection with any assignment or participation or proposed assignment
or participation pursuant to this Section 8.07, disclose to the assignee or participant or proposed
assignee or participant, any information relating to the Borrower furnished to such Lender by or on
behalf of the Borrower; provided that, prior to any such disclosure, the assignee or participant or
proposed assignee or participant shall agree to preserve the confidentiality of any Borrower
Information relating to the Borrower received by it from such Lender.



(f) Notwithstanding any other provision set forth in this Agreement, any Lender may at any
time create a security interest in all or any portion of its rights under this Agreement
(including, without limitation, the Advances owing to it and any Note or Notes held by it) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the
Federal Reserve System.



Section 8.08 Confidentiality. Neither the Agent nor any Lender may disclose to any
Person any confidential, proprietary or non-public information of the Borrower furnished to the
Agent or the Lenders by the Borrower (such information being referred to collectively herein as the
“Borrower Information”), except that each of the Agent and each of the Lenders may disclose
Borrower Information (i) to its and its affiliates’ employees, officers, directors, agents and
advisors (it being understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Borrower Information and instructed to keep such Borrower
Information confidential on substantially the same terms as provided herein), (ii) to the extent
requested by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any subpoena or similar legal process, (iv) to any other party to this Agreement,
(v) in connection with the exercise of any remedies hereunder or any suit, action or proceeding
relating to this Agreement or the enforcement of rights hereunder, (vi) subject to an agreement
containing provisions substantially the same as those of this Section 8.08, to any assignee or
participant or prospective assignee or participant, (vii) to the extent such Borrower Information
(A) is or becomes generally available to the public on a non-confidential basis other than as a
result of a breach of this Section 8.08 by the Agent or such Lender, or (B) is or becomes available
to the Agent or such Lender on a nonconfidential basis from a source other than the Borrower and
(viii) with the consent of the Borrower.



EACH LENDER ACKNOWLEDGES THAT BORROWER INFORMATION, FURNISHED TO IT PURSUANT TO THIS AGREEMENT
MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS AFFILIATES AND THEIR
RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE
PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.



ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR
THE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS AGREEMENT MAY CONTAIN MATERIAL
NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES.
ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE AGENT THAT IT HAS IDENTIFIED A CREDIT
CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE
WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS, AND
SHALL PROVIDE THE NAME(S) OF SUCH PERSON(S) TO THE AGENT WITHIN TWO WEEKS OF THE EFFECTIVE DATE.



Section 8.09 Governing Law. This Agreement and the Notes shall be governed by, and
construed in accordance with, the laws of the State of New York. Each standby Letter of Credit
issued under this Agreement shall be subject either to the rules of the Uniform Customs and
Practice for Documentary Credits, as most recently published by the International Chamber of
Commerce (the “ICC”) at the time of issuance (“UCP”) or the rules of the
International Standby Practices (ICC Publication Number 590) (“ISP98”), as determined by
the relevant Issuing Lender, and in each case to the extent not inconsistent therewith, the laws of
the State of New York without regard to its conflict of laws principles.



Section 8.10 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by
telecopier or other electronic imaging shall be effective as delivery of a manually executed
counterpart of this Agreement.



Section 8.11 Jurisdiction, Etc.



(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of any New York State court or federal court of the
United States of America sitting in New York City, and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement or the Notes, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law, in such federal
court in New York City. The Borrower hereby irrevocably consents to the service of process in any
action or proceeding in such courts by the mailing thereof by any parties hereto by registered or
certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02.
Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or the Notes in the
courts of any jurisdiction.



(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter have to the laying
of venue of any suit, action or proceeding arising out of or relating to this Agreement or the
Notes in any New York State or federal court. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



Section 8.12 Patriot Act Notice. Each Lender and the Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the Patriot
Act, it is required to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information that will allow
such Lender or the Agent, as applicable, to identify the Borrower in accordance with the Patriot
Act. The Borrower shall provide, to the extent commercially reasonable, such information and take
such actions as are reasonably requested by the Agent or any Lenders in order to assist the Agent
and the Lenders in maintaining compliance with the Patriot Act.



Section 8.13 No Fiduciary Relationship. The Borrower, on behalf of itself and its
Subsidiaries, agrees that in connection with all aspects of the transactions contemplated hereby
and any communications in connection herewith or therewith, the Borrower, its Subsidiaries and
Affiliates, on the one hand, and the Administrative Agent, the Lenders, the Issuing Lender and
their Affiliates, on the other hand, will have a business relationship that does not create, by
implication or otherwise, any fiduciary duty on the part of the Administrative Agent, the Lenders,
the Issuing Lender or their Affiliates, and no such duty will be deemed to have arisen in
connection with any such transactions or communications.



Section 1.01 WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE NOTES OR THE ACTIONS OF THE AGENT OR ANY LENDER IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.



IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
their respective officers thereunto duly authorized, as of the date first above written.




UGI UTILITIES, INC.




By /s/ Daniel J. Platt      

Name: Daniel J. Platt

Title: Assistant Treasurer





PNC BANK, NATIONAL ASSOCIATION,




as Agent




By /s/ Domenic D’Ginto      

Name: Domenic D’Ginto

Title: Senior Vice President




Initial Lenders




	 
	PNC BANK, NATIONAL ASSOCIATION







	 
	By: /s/ Domenic D’Ginto

	 

	Name: Domenic D’Ginto

Title: Senior Vice President







1




2




	 
	CITIZENS BANK OF PENNSYLVANIA
	By: /s/ Leslie D. Broderick
	Name:	 	Leslie D. Broderick
	Title: SVP





3




	 
	CITIBANK, N.A.
	By: /s/ Eamon Baqui
	Name:	 	Eamon Baqui
	Title: Vice President





4




	 
	CREDIT SUISSE AG, Cayman Islands Branch
	By: /s/ Bill O’Daly
	Name:	 	Bill O’Daly
	Title:	Authorized Signatory
	By: /s/ D. Andrew Maletta
	Name:	 	D. Andrew Maletta
	Title:	Authorized Signatory





5




	 
	JPMORGAN CHASE BANK, N.A.
	By: /s/ Helen D. Davis
	Name:	 	Helen D. Davis
	Title: Vice President





6




	 
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	By: /s/ Frederick W. Price
	Name:	 	Frederick W. Price
	Title: Managing Director





7




	 
	THE BANK OF NEW YORK MELLON
	By: /s/ Richard K. Fronapfel, Jr.
	Name: Richard K. Fronapfel, Jr.
	Title: Vice President





	 
	BANK OF AMERICA, N.A.
	By: /s/ William Merritt
	Name:	 	William Merritt
	Title: Vice President
	SCHEDULE I
	 	 	UGI UTILITIES, INC.
	 	 	CREDIT AGREEMENT
	 	 	APPLICABLE LENDING OFFICES





	 	 	 	 	 
	Name of Initial Lender
	 	Domestic Lending Office

	 	Eurodollar Lending Office
	 
	 	 

	 	 
	PNC Bank, National Association
	 	PNC Firstside Center

500 First Avenue, 4th Floor

Pittsburgh, PA 15219

Attn: Agency Services

Tel: (412) 762-6442

Fax: (412) 762-8672

	 	











	 
	 	 

	 	

	Citizens Bank of Pennsylvania
	 	3025 Chemical Road, Suite 300

Plymouth Meeting, PA 19462

Attn: Leslie Broderick

Tel: (484) 530-7144

Fax: (610) 941-4136

	 	









	 	 	 

	 	

	Citibank, N.A.
	 	811 Main Street, Suite 4000

Houston, TX 77002

Attn: Michael Zeller

Tel: (713) 821-4760

Fax: (281) 274-9481

	 	









	 	 	 

	 	

	Credit Suisse AG, Cayman

Islands Branch
	 	Eleven Madison Avenue

New York, NY 10010

Attn: William O’Daly

Tel: (212)-325-1986

Fax: (212)-743-2254

	 	









	 	 	 

	 	

	JPMorgan Chase Bank, N.A.
	 	10 S. Dearborn St., Floor 9

Chicago, IL 60603

Attn: Helen Davis

Tel: (312) 732-1759

Fax: (312) 732-1762

	 	









	 	 	 

	 	

	Wells Fargo Bank, National

Association
	 	301 S. College St., 14th Floor

MAC: D1053-144

Charlotte, NC 28202

Attn: Rick Price

Tel: (704) 374-4062

Fax: (704) 715-1486

	 	











	 	 	 

	 	

	The Bank of New York Mellon
	 	One Wall Street — 102-1900

New York, NY 10286

Attn: Richard K. Fronapfel Jr.

Tel: (212) 635-7615

Fax: (212) 635-8595

	 	









	 	 	 

	 	

	Bank of America, N.A.
	 	NC1-007-17-18

100 N. Tryon Street

Charlotte, NC 28255-0001

Attn: William A. Merritt, III

Tel: (980) 386-9762

Fax: (980) 233-7956

	 	











	 	 	 

	 	







SCHEDULE II

UGI UTILITIES, INC.

CREDIT AGREEMENT

COMMITMENTS




	 	 	 	 	 
	Lender	 	Commitment
	PNC Bank, National Association

	 	$	55,000,000	 
	Citizens Bank of Pennsylvania

	 	$	55,000,000	 
	Citibank, N.A.

	 	$	32,000,000	 
	Credit Suisse AG, Cayman Islands Branch

	 	$	32,000,000	 
	JPMorgan Chase Bank, N.A.

	 	$	32,000,000	 
	Wells Fargo Bank, National Association

	 	$	32,000,000	 
	Bank of America, N.A.

	 	$	32,000,000	 
	The Bank of New York Mellon

	 	$	30,000,000	 






SCHEDULE 5.02(a)

UGI UTILITIES, INC.

CREDIT AGREEMENT

EXISTING LIENS




None.



EXHIBIT A-1 – FORM OF

REVOLVING CREDIT

PROMISSORY NOTE




U.S.$      Dated:              , 20      



FOR VALUE RECEIVED, the undersigned, UGI UTILITIES, INC., a Pennsylvania corporation (the
“Borrower”), HEREBY PROMISES TO PAY to        or its registered assigns
(the “Lender”) for the account of its Applicable Lending Office on the Termination Date
(each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of
the Lender’s Commitment in figures] or, if less, the aggregate principal amount of the Revolving
Credit Advances made by the Lender to the Borrower pursuant to the Credit Agreement dated as of
March 27, 2015 among the Borrower, the Lender and certain other lenders parties thereto, PNC Bank,
National Association, as Agent for the Lender and such other lenders, and Citizens Bank of
Pennsylvania, as syndication agent (as amended or modified from time to time, the “Credit
Agreement”; the terms defined therein being used herein as therein defined), outstanding on the
Termination Date.



The Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit
Advance from the date of such Revolving Credit Advance until such principal amount is paid in full,
at such interest rates, and payable at such times, as are specified in the Credit Agreement.



Both principal and interest are payable in lawful money of the United States of America to
PNC, as Agent, at 500 First Avenue, Fourth Floor, Pittsburgh, PA 15219, in same day funds. The
holder of this Revolving Credit Note is authorized to endorse on Schedule I annexed hereto each
Revolving Credit Advance made by the Lender to the Borrower pursuant to the Credit Agreement, and
all payments made on account of principal thereof, and any such endorsement or recordation shall
constitute prima facie evidence of the accuracy of the information so endorsed or recorded;
provided, however, that the failure to make any such endorsement or recordation (or any error in
such endorsement or recordation) shall not affect the obligations of the Borrower to make payments
of principal, interest and other amounts outstanding in accordance with the terms of this Revolving
Credit Note and the Credit Agreement.



This Promissory Note is one of the Revolving Credit Notes referred to in, and is entitled to
the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for
the making of Revolving Credit Advances by the Lender to the Borrower from time to time in an
aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit



8



Advance being evidenced by this Promissory Note and (ii) contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events and also for prepayments on account
of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.




UGI UTILITIES, INC.




By




Name:




Title:



ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of Principal	 	Unpaid Principal	 	Notation
	Date	 	Amount of Advance	 	Paid or Prepaid	 	Balance	 	Made By






EXHIBIT A-2 – FORM OF

SWING LINE

PROMISSORY NOTE




U.S.$30,000,000 Dated:              , 20      



FOR VALUE RECEIVED, the undersigned, UGI UTILITIES, INC., a Pennsylvania corporation (the
“Borrower”), HEREBY PROMISES TO PAY to        or its registered assigns (the
“Swing Line Lender”) for the account of its Applicable Lending Office on the Termination
Date (each as defined in the Credit Agreement referred to below) the principal sum of
U.S.$30,000,000 or, if less, the aggregate principal amount of the Swing Line Advances made by the
Swing Line Lender to the Borrower pursuant to the Credit Agreement dated as of March 27, 2015 among
the Borrower, the Lender and certain other lenders parties thereto, PNC Bank, National Association,
as Agent for the Lender and such other lenders, and Citizens Bank of Pennsylvania, as syndication
agent (as amended or modified from time to time, the “Credit Agreement”; the terms defined
therein being used herein as therein defined), outstanding on the Termination Date.



The Borrower promises to pay interest on the unpaid principal amount of each Swing Line
Advance from the date of such Swing Line Advance until such principal amount is paid in full, at
such interest rates, and payable at such times, as are specified in the Credit Agreement.



Both principal and interest are payable in lawful money of the United States of America to
PNC, as Agent, at 500 First Avenue, Fourth Floor, Pittsburgh, PA 15219, in same day funds. The
holder of this Swing Line Note is authorized to endorse on Schedule I annexed hereto each Swing
Line Advance made by the Swing Line Lender to the Borrower pursuant to the Credit Agreement, and
all payments made on account of principal thereof, and any such endorsement or recordation shall
constitute prima facie evidence of the accuracy of the information so endorsed or recorded;
provided, however, that the failure to make any such endorsement or recordation (or any error in
such endorsement or recordation) shall not affect the obligations of the Borrower to make payments
of principal, interest and other amounts outstanding in accordance with the terms of this Swing
Line Note and the Credit Agreement.



This Promissory Note is the Swing Line Note referred to in, and is entitled to the benefits
of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of
Swing Line Advances by the Swing Line Lender to the Borrower from time to time in an aggregate
amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the
indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this
Promissory Note and (ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.




UGI UTILITIES, INC.




By




Name:



Title:



ADVANCES AND PAYMENTS OF PRINCIPAL




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Amount of Principal	 	Unpaid Principal	 	Notation
	Date	 	Amount of Advance	 	Paid or Prepaid	 	Balance	 	Made By






EXHIBIT B-1 – FORM OF NOTICE OF

REVOLVING CREDIT BORROWING




PNC Bank, National Association, as Agent




for the Lenders parties


to the Credit Agreement


referred to below



PNC Firstside Center


500 First Avenue, 4th Floor


Pittsburgh, PA 15219


Attention: Agency Services


Telecopy: (412) 762-8672


E-mail: jennifer.rosenstein@pnc.com; kirsten.munsick@pnc.com; and joyce.dely@pnc.com



[Date]



Attention: Agency Services



Ladies and Gentlemen:



The undersigned, UGI Utilities, Inc., refers to the Credit Agreement, dated as of March 27,
2015 (as amended or modified from time to time, the “Credit Agreement”, the terms defined
therein being used herein as therein defined), among the undersigned, certain Lenders parties
thereto, PNC Bank, National Association, as Agent for said Lenders, and Citizens Bank of
Pennsylvania, as syndication agent, and hereby gives you notice, irrevocably, pursuant to Section
2.02 of the Credit Agreement that the undersigned hereby requests a Revolving Credit Borrowing
under the Credit Agreement, and in that connection sets forth below the information relating to
such Revolving Credit Borrowing (the “Proposed Revolving Credit Borrowing”) as required by
Section 2.02(a) of the Credit Agreement:



(i) The Business Day of the Proposed Revolving Credit Borrowing is       , 20      .



(ii) The Type of Advances comprising the Proposed Revolving Credit Borrowing is [Base Rate
Advances] [Eurodollar Rate Advances].



(iii) The aggregate amount of the Proposed Revolving Credit Borrowing is
$     .1



(iv) The undersigned hereby irrevocably requests [check one line below and fill in blank space
next to the line as appropriate]:




	 	 	 	       a. Funds to be deposited into PNC bank account per our
current






standing instructions. Complete amount of deposit if not full loan
advance amount: $     .



	 	 	 
	      b.
	 	Funds to be wired per the following wire instructions:

	 	 	$      Amount of Wire Transfer

Bank Name:      

ABA:      

Account Number:      

Account Name:      

Reference:      








	 	 	 	       c. Funds to be wired per the attached Funds Flow (multiple
wire transfers)





[(v) The initial Interest Period for each Eurodollar Rate Advance made as part of the Proposed
Revolving Credit Borrowing is [two weeks] [       month[s]].]



The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Revolving Credit Borrowing:



(A) the representations and warranties contained in Section 4.01 of the Credit Agreement are
correct in all material respects (except that any representation or warranty which is already
qualified as to materiality or by reference to a Material Adverse Effect is correct in all
respects), before and after giving effect to the Proposed Revolving Credit Borrowing and to the
application of the proceeds therefrom, as though made on and as of such date, except to the extent
such representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct as of such earlier date; and



(B) no event has occurred and is continuing, or would result from such Proposed Revolving
Credit Borrowing or from the application of the proceeds therefrom, that constitutes a Default.




Very truly yours,




UGI UTILITIES, INC.




By




Name:


Title:



EXHIBIT B-2 – FORM OF NOTICE OF




SWING LINE BORROWING




PNC Bank, National Association, as Swing Line Lender


PNC Firstside Center


500 First Avenue, 4th Floor


Pittsburgh, PA 15219


Attention: Agency Services


Telecopy: (412) 762-8672


E-mail: Jennifer.rosenstein@pnc.com; kirsten.munsick@pnc.com; and joyce.dely@pnc.com



[Date]



Attention: Agency Services



Ladies and Gentlemen:



The undersigned, UGI Utilities, Inc., refers to the Credit Agreement, dated as of March 27,
2015 (as amended or modified from time to time, the “Credit Agreement”, the terms defined
therein being used herein as therein defined), among the undersigned, certain Lenders parties
thereto, PNC Bank, National Association, as Agent for said Lenders, and Citizens Bank of
Pennsylvania, as syndication agent, and hereby gives you notice, irrevocably, pursuant to Section
2.03 of the Credit Agreement that the undersigned hereby requests a Swing Line Advance under the
Credit Agreement, and in that connection sets forth below the information relating to such Swing
Line Advance (the “Proposed Swing Line Advance”) as required by Section 2.03(b) of the
Credit Agreement:



(i) The Business Day of the Proposed Swing Line Advance is       , 201      .



(ii) The aggregate amount of the Proposed Swing Line Advance is $     .1



(iii) The undersigned hereby irrevocably requests [check one line below and fill in blank
space next to the line as appropriate]:




	 	 	 	       a. Funds to be deposited into PNC bank account per our current






standing instructions. Complete amount of deposit if not full loan advance
amount: $     .



	 	 	 
	      b.
	 	Funds to be wired per the following wire instructions:

	 	 	$      Amount of Wire Transfer

Bank Name:      

ABA:      

Account Number:      

Account Name:      

Reference:      







The undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the Proposed Swing Line Advance:



(A) the representations and warranties contained in Section 4.01 of the Credit Agreement are
correct in all material respects (except that any representation or warranty which is already
qualified as to materiality or by reference to a Material Effect is correct in all respects),
before and after giving effect to the Proposed Swing Line Advance and to the application of the
proceeds therefrom, as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which case such
representations and warranties were true and correct as of such earlier date; and



1For Eurodollar Rate Advances, minimums of
$5,000,000 and increments of $1,000,000 in excess thereof. For Base Rate
Advances, minimums of $1,000,000 and increments of $1,000,000 in excess
thereof. Notice to be delivered not later than (a) 1:00 p.m. (Pittsburgh,
Pennsylvania time) on the third Business Day prior to the date of the proposed
Revolving Credit Borrowing in the case of Eurodollar Rate Advances or (b) 12:00
Noon (Pittsburgh, Pennsylvania time) on the date of the proposed Revolving
Credit Borrowing in the case of Base Rate Advances.



1Minimum of $100,000 and increments of $100,000 in
excess thereof. Notice to be delivered not later than 1:00 p.m. (Pittsburgh,
Pennsylvania time) on the Business Day such Swing Line Advance is requested.



9



(B) no event has occurred and is continuing, or would result from such Proposed Swing Line
Advance or from the application of the proceeds therefrom, that constitutes a Default.




Very truly yours,




UGI UTILITIES, INC.




By




Name:


Title:



This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the
Effective Date set forth below and is entered into by and between [      ] (the
“Assignor”) and [      ] (the “Assignee”). Capitalized terms used but not
defined herein shall have the meanings given to them in the Credit Agreement identified below (as
it may be amended, restated or otherwise modified from time to time, the “Credit
Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated
herein by reference and made a part of this Assignment and Assumption as if set forth herein in
full.



For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to
and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest
identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below (including without limitation any letters of credit,
guarantees, and swing line loans included in such facilities) and (ii) to the extent permitted to
be assigned under applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under
or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the
foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned
Interest”). Such sale and assignment is without recourse to the Assignor and, except as
expressly provided in this Assignment and Assumption, without representation or warranty by the
Assignor.



	 	 	 	 	 	 	 
	 	1.	 	 	Assignor:
	 	     

	 	2.	 	 	Assignee:
	 	     

[and is an Affiliate of [identify Bank]1]

	 	3.	 	 	Borrower:
	 	UGI Utilities, Inc.

	 	4.	 	 	Agent:
	 	PNC Bank, National Association, as the

administrative agent under the Credit Agreement

	 	5.	 	 	Credit Agreement:
	 	The Credit Agreement dated as of March 27, 2015 among

UGI Utilities, Inc., the Lenders parties thereto and

PNC Bank, National Association, as administrative

agent.








	6.	 	Assigned Interest:





	 	 	 	 	 	 	 	 	 	 	 
	Aggregate

Amount of

Commitment/Advances

for all

Lenders*

	 	Amount of

Commitment/Advances

Assigned*





	 	Percentage Assigned

of Commitment/Advances2





	 	CUSIP Number









	 

	 	 	 	 	 	 	 	 	 	 
	$

	 	$	 		 	 	%	 	 	

	 

	 	 	 	 	 	 	 	 	 	

	$

	 	$	 		 	 	%	 	 	

	 

	 	 	 	 	 	 	 	 	 	

	$

	 	$	 		 	 	%	 	 	

	 

	 	 	 	 	 	 	 	 	 	

	$

	 	$	 		 	 	%	 	 	

	 

	 	 	 	 	 	 	 	 	 	







[7. Trade Date:       ]3



Effective Date:              , 20       [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]



[Signatures to Follow]




1Select as applicable.



* Amount to be adjusted by the counterparties to
take into account any payments or prepayments made between the Trade Date and
the Effective Date.




	2	 	Set forth, to at least 9 decimals, as a
percentage of the Commitment/Advances of all Lenders thereunder






	3	 	To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of
the Trade Date.




10









The terms set forth in this Assignment and Assumption are hereby agreed to:



ASSIGNOR:




[      ]



By:      

Name:

Title:




ASSIGNEE:



[      ]



By:      

Name:

Title:




[Consented to and]4 Accepted:



PNC BANK, NATIONAL ASSOCIATION,



as Agent



By:

Name:

Title:




[Consented to:]5



[Name of Relevant Party]]



By:

Name:

Title:




ANNEX 1




STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ASSUMPTION




1. Representations and Warranties.



1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and
beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken
all action necessary, to execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective obligations under any
Loan Document.



1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power
and authority, and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become a Lender under the
Credit Agreement, (ii) it meets all requirements of a Purchasing Lender under the Credit Agreement
(subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and
after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender
thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most
recent financial statements delivered pursuant to Section 5.1 thereof, as applicable, and such
other documents and information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the
Agent or any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly
completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Agent, the Assignor or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.



2. Payments. From and after the Effective Date, the Agent shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to
the Assignee for amounts which have accrued from and after the Effective Date.



3. General Provisions. This Assignment and Assumption shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption may be executed in any number of counterparts, which together shall
constitute one instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy or other electronic transmission shall be effective as
delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and
Assumption shall be governed by, and construed in accordance with, the law of the State of New
York.



EXHIBIT D – FORM OF

OPINION OF COUNSEL

FOR THE BORROWER






	 	 	 
	March 27, 2015

	 	

	PNC Bank, National Association, as Agent

	1600 Market Street

Philadelphia, PA 19103

Re:

	 	under the Credit Agreement referred

to herein and the Lenders parties thereto





Credit Agreement dated as of March 27, 2015 of UGI Utilities, Inc.
	
 
	 	 






Ladies and Gentlemen:



We have acted as counsel for UGI Utilities, Inc., a Pennsylvania corporation (the
“Company”), in connection with the Credit Agreement, dated as of March 27, 2015 (the
“Credit Agreement”), among the Company, the lenders referred to therein (the
“Lenders”), PNC Bank, National Association, as Agent for the Lenders (the “Agent”),
and Citizens Bank of Pennsylvania, as Syndication Agent. Terms defined in the Credit Agreement are
used as therein defined, unless otherwise defined herein. This opinion letter is being delivered
to you pursuant to Section 3.01(g)(vi) of the Credit Agreement.



In connection with this opinion letter, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of the Articles of Incorporation and Bylaws of the
Company and such other documents and records, and other instruments as we have deemed appropriate
for purposes of the opinions set forth herein, including the following documents (the documents
referred to in clauses (a) through (d) below are referred to herein as the “Credit
Documents”):



(a) the Credit Agreement;



[(b) the Revolving Credit Note in the amount of $60,000,000, executed by the Company on the
date hereof in favor of PNC Bank, National Association;]



[(c) the Revolving Credit Note in the amount of $60,000,000, executed by the Company on the
date hereof in favor of Citizens Bank of Pennsylvania;]



[(d) the Swing Line Note in the amount of $30,000,000, executed by the Company in favor of PNC
Bank, National Association;]



(e) the Certificate of the Secretary, dated as of the date hereof, executed by the Company
attaching and certifying (i) incumbencies of the officers and agents of the Company; (ii) an
excerpt from the minutes of a meeting of the Board of Directors of the Company called, convened and
held on March   , 2015 with respect to the transactions referred to herein; (iii) a true, correct
and complete copy of the Amended and Restated Articles of Incorporation of the Company; (iv) a
true, correct and complete copy of the By-Laws of the Company; and (v) a true, correct and complete
copy of the subsistence certificate of the Company.



(f) a certificate of the Secretary of the Commonwealth of Pennsylvania, dated as of a recent
date, attesting to the present subsistence of the Company as attached on Exhibit B hereto (the
“Good Standing Certificate”).



We have assumed the genuineness of all signatures, the legal capacity of natural persons, the
authenticity of the documents submitted to us as originals, the conformity to the original
documents of all documents submitted to us as certified, facsimile, electronic or photostatic
copies, and the authenticity of the originals of all documents submitted to us as copies. We have
also assumed that the Credit Documents constitute valid and binding obligations of each party
thereto other than the Company.



As to any facts that are material to the opinions hereinafter expressed that we did not
independently establish or verify, we have relied without investigation upon the representations of
the Company contained in the Credit Documents and upon certificates of officers of the Company.



In rendering the opinions set forth herein, whenever a statement or opinion set forth therein
is qualified by “to our knowledge,” “known to us” or by words of similar import, it is intended to
indicate that, during the course of our representation of the Company in the subject transaction,
no information has come to the attention of those lawyers in our firm who have rendered legal
services in connection with such transaction that gives us actual knowledge of the inaccuracy of
such statement or opinion. We have not undertaken any independent investigation to determine the
accuracy of facts material to any such statement or opinion, and no inference as to such statement
or opinion should be drawn from the fact of our representation of the Company.



We have relied upon a certificate of an officer of the Company dated the date hereof,
certifying that the items listed in such certificate are (i) all of the indentures, loan or credit
agreements, leases, guarantees, mortgages, security agreements, bonds, notes, other agreements or
instruments (the “Contracts” as set forth on Exhibit A hereto), and (ii) all of the
judicial or administrative orders, writs, judgments, awards, injunctions and decrees (the
“Company Orders”), which as to any matter in (i) or (ii) affect or purport to affect the
Company’s right to borrow money under the Credit Agreement or the Company’s obligations under the
Credit Agreement.



In rendering this opinion, we have assumed that (i) each of the parties to the Credit
Documents (other than the Company) is validly existing and in good standing under the laws of its
jurisdiction of organization and has the full power and legal right to execute and deliver each of
the Credit Documents to be executed by it and to perform the provisions of the Credit Documents to
be performed by it; (ii) each of the Credit Documents has been duly authorized, executed and
delivered by each party thereto (other than the Company), and constitutes the legal, valid and
binding obligation of each such party (other than the Company), enforceable against it in
accordance with the terms thereof; and (iii) the execution, delivery and performance by the parties
(other than the Company) of each of the Credit Documents to which they are a party, do not
contravene (A) their respective charter, bylaws or other applicable constituent documents or (B)
any applicable law.



Based upon and subject to the foregoing, and to the limitations and qualifications described
below, we are of the opinion that:



1. The Company is a corporation presently subsisting under the laws of the Commonwealth of
Pennsylvania.



2. The Company has the corporate power and authority to enter into and perform the Credit
Documents, has taken all necessary corporate action to authorize the execution, delivery and
performance (except with respect to any Commitment Increase) of such Credit Documents and has duly
executed and delivered such Credit Documents.



3. Each Credit Document is the valid and binding obligation of the Company enforceable against
the Company in accordance with its terms.



4. The execution and delivery by the Company of the Credit Documents do not, and the
performance by the Company of its respective obligations thereunder will not, (i) result in a
violation of the Amended and Restated Articles of Incorporation or Bylaws of the Company, (ii)
result in a breach or default under any Contract or (iii) result in a violation of any Company
Order.



5. The execution and delivery by the Company of the Credit Documents do not, and the
performance by the Company of its obligations thereunder will not, require any approval from or
filing with any governmental authority of the United States, the Commonwealth of Pennsylvania or
the State of New York other than in connection with the extension of the Termination Date
contemplated by Section 2.20 of the Credit Agreement (the “Termination Date Extension”)
and, in connection with the Termination Date Extension the registration of a Securities Certificate
in accordance with Chapter 19 of the Pennsylvania Public Utility Code (“PPUC”) authorizing
the Company’s incurrence of indebtedness under the Credit Agreement.



6. The execution and delivery by the Company of the Credit Documents do not, and the
performance by the Company of its obligations thereunder will not, result in any violation of any
federal law of the United States, any law of the Commonwealth of Pennsylvania, any law of the State
of New York or any regulation thereunder, except that prior to the effectiveness of the Termination
Date Extension the Company must register a Securities Certificate in accordance with Chapter 19 of
the PPUC.



7. The use of the proceeds from any extension of credit under the Credit Agreement in
accordance with the provisions of the Credit Agreement does not violate the provisions of
Regulation X of the Board of Governors of the Federal Reserve System.



8. To our knowledge, there are no pending lawsuits or other proceedings against the Company
before any court arbitrator or governmental agency or authority that challenge the legality,
validity or enforceability of the Credit Documents.



The opinions expressed above are subject to the following limitations, exceptions,
qualifications and assumptions:



A. The opinions expressed herein are subject to bankruptcy, insolvency, fraudulent transfer
and other similar laws affecting the rights and remedies of creditors generally and general
principles of equity.



B. We express no opinion with respect to the enforceability of indemnification provisions, or
of release or exculpation provisions, contained in the Credit Documents to the extent that
enforcement thereof is contrary to public policy regarding the indemnification against or release
or exculpation of criminal violations, intentional harm or violations of securities laws.



C. The opinions expressed in this opinion letter are limited to the laws of the Commonwealth
of Pennsylvania, the laws of the State of New York and the Federal laws of the United States of
America, and we express no opinion with respect to the laws of any other state or jurisdiction.



D. For purposes of our opinion in paragraph 1 hereof as to the valid existence of the Company,
we have relied solely upon a subsistence certificate issued by the Secretary of the Commonwealth of
Pennsylvania.



E. For purposes of the opinion in paragraph 6, we have considered only such laws and
regulations that in our experience are typically applicable to a transaction of the nature
contemplated by the Credit Documents.



F. Certain waivers by the Company in the Credit Documents may relate to matters that cannot,
as a matter of law, be effectively waived.



G. For purposes of the opinion in paragraph 4, where any Contract is silent as to governing
law or states that it is governed by laws of a state other than the laws of New York or
Pennsylvania, we have not made any investigation of the laws of any other state but have merely
assumed that they would be interpreted in accordance with their plain meaning.



H. We express no opinion as to:



(i) the enforceability of any provision of the Credit Documents insofar as it provides that
any Person purchasing a participation from a Lender or other Person may exercise set-off or similar
rights with respect to such participation or that a Lender or other Person may exercise set-off or
similar rights other than in accordance with applicable law;



(ii) the enforceability of any provision of the Credit Documents permitting modification
thereof only by means of an agreement in writing signed by the parties thereto;



(iii) the covenants in the Contracts or the Credit Documents that contain financial ratios and
other similar financial restrictions; or



(iv) whether a federal or state court located outside the State of New York would give effect
to the choice of law provided for in the Credit Documents.



This opinion letter is effective only as of the date hereof. We do not assume responsibility
for updating this opinion letter as of any date subsequent to its date, and we assume no
responsibility for advising you of any changes with respect to any matters described in this
opinion letter that may occur subsequent to the date of this opinion letter or from the discovery,
subsequent to the date of this opinion letter, of information not previously known to us pertaining
to the events occurring prior to such date.



This opinion letter is furnished by us solely for the benefit of the Agent and the Lenders and
their respective successors and permitted assigns and participants pursuant to the Credit
Agreement, and this opinion letter may not be relied upon by such parties for any other purpose or
by any other person or entity for any purpose whatsoever. This opinion letter is not to be quoted
in whole or in part or otherwise referred to or used or furnished to any other person, except as
may be required by any governmental authority or pursuant to legal process, without our express
written consent.



Very truly yours,



Exhibit A




Contracts

None.





	4	 	To be added only if the consent of the Agent
is required by the terms of the Credit Agreement.





5 To be added where the consent of the
Borrower and/or other parties (e.g. Swing Line Lender/the Issuing Lender) is
required by the terms of the Credit Agreement.



11



Exhibit B




Good Standing Certificate




Attached.




EXHIBIT E-1




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)





Reference is hereby made to that certain Credit Agreement, dated as of March 27, 2015 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among UGI Utilities, Inc., a Pennsylvania corporation (the
“Borrower”), the Lenders from time to time party thereto PNC Bank, National Association,
as Agent, and Citizens Bank of Pennsylvania, as Syndication Agent.




Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (a) it is the sole record and beneficial owner of the Advances(s) (as well as any
Note(s) evidencing such Advance(s)) in respect of which it is providing this certificate, (b) it
is not a bank within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code, (c) it is
not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code and (d) it is not a controlled foreign corporation related to the Borrower
as described in Section 881(c)(3)(C) of the Internal Revenue Code.




The undersigned has furnished the Agent and the Borrower with a certificate of its non U.S.
Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned
agrees that (a) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrower and the Agent, and (b) the undersigned shall
have at all times furnished the Borrower and the Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments.




Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]



By:  

 Name:  



 Title:  









Date:   , 20       



EXHIBIT E-2




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)





Reference is hereby made to that certain Credit Agreement, dated as of March 27, 2015 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among UGI Utilities, Inc., a Pennsylvania corporation (the
“Borrower”), the Lenders from time to time party thereto and PNC Bank, National
Association, as Agent, and Citizens Bank of Pennsylvania, as Syndication Agent.




Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (a) it is the sole record and beneficial owner of the participation in respect of
which it is providing this certificate, (b) it is not a bank within the meaning of
Section




881(c)(3)(A) of the Internal Revenue Code, (c) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue Code and (d) it is
not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Internal Revenue Code.




The undersigned has furnished its participating Lender with a certificate of its non U.S.
Person status on IRS Form W-8BEN or W-8BEN-E. By executing this certificate, the undersigned
agrees that (a) if the information provided on this certificate changes, the undersigned shall
promptly so inform such Lender in writing, and (b) the undersigned shall have at all times
furnished such Lender with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.




Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]



By:  

 Name:  



 Title:  









Date:   , 20       



EXHIBIT E-3




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)





Reference is hereby made to that certain Credit Agreement, dated as of March 27, 2015 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among UGI Utilities, Inc., a Pennsylvania corporation (the
“Borrower”), the Lenders from time to time party thereto and PNC Bank, National
Association, as Agent, and Citizens Bank of Pennsylvania, as Syndication Agent.




Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (a) it is the sole record owner of the participation in respect of which it is
providing this certificate, (b) its direct or indirect partners/members are the sole
beneficial owners of such participation, (c) with respect such participation, neither the
undersigned nor any of its direct or indirect partners/members is a bank extending credit
pursuant to a loan agreement entered into in the ordinary course of its trade or business
within the meaning of Section




881(c)(3)(A) of the Internal Revenue Code, (d) none of its direct or indirect partners/members is
a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the
Internal Revenue Code and (e) none of its direct or indirect partners/members is a controlled
foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Internal
Revenue Code.




The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by
one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (a) an IRS Form W-8BEN or W-8BEN-E or (b) an IRS Form W-8IMY accompanied by
an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is
claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees
that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with
a properly completed and currently effective certificate in either the calendar year in which
each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.




Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF PARTICIPANT]



By:  

 Name:  



 Title:  









Date:   , 20       



EXHIBIT E-4




U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)





Reference is hereby made to that certain Credit Agreement, dated as of March 27, 2015 (as
amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), by and among UGI Utilities, Inc., a Pennsylvania corporation (the
“Borrower”), the Lenders from time to time party thereto and PNC Bank, National
Association, as Agent, and Citizens Bank of Pennsylvania, as Syndication Agent.




Pursuant to the provisions of Section 2.15 of the Credit Agreement, the undersigned hereby
certifies that (a) it is the sole record owner of the Advance(s) (as well as any Note(s)
evidencing such Advance(s)) in respect of which it is providing this certificate, (b) its direct
or indirect partners/members are the sole beneficial owners of such Advance(s) (as well as any
Note(s) evidencing such Advance(s)), (c) with respect to the extension of credit pursuant to this
Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or
indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in
the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Internal Revenue Code, (d) none of its direct or indirect partners/members is a ten percent
shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Internal Revenue
Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation
related to the Borrower as described in Section 881(c)(3)(C) of the Internal Revenue Code.




The undersigned has furnished the Agent and the Borrower with IRS Form W-8IMY accompanied by
one of the following forms from each of its partners/members that is claiming the portfolio
interest exemption: (a) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by
an IRS Form W-8BEN or W-8BEN-E from each of such partner’s/member’s beneficial owners that is
claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees
that (1) if the information provided on this certificate changes, the undersigned shall promptly
so inform the Borrower and the Agent, and (2) the undersigned shall have at all times furnished
the Borrower and the Agent with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of
the two calendar years preceding such payments.




Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.



[NAME OF LENDER]



By:

Name:

Title:





12