EX-4.1







EXHIBIT 4.1



UGI Utilities, Inc. 




$100,000,000 2.95% Senior Notes, Series A due June 30, 2026




$200,000,000 4.12% Senior Notes, Series B due September 30, 2046

and

$100,000,000 4.12% Senior Notes, Series C due October 31, 2046














Note Purchase Agreement














Dated as of April 22, 2016




Table of Contents




	 	 	 	 	 
	Section

	 	Heading
	 	Page
	Section 1.Authorization of Notes
	 	 
	Section 2.Sale and Purchase of Notes
	 	 
	Section 3.Closings

	 	

	 	

	Section 4.Conditions to Closings
	 	 
	Section 4.1.Representations and Warranties

Section 4.2.Performance; No Default

Section 4.3.Compliance Certificates

Section 4.4.Opinions of Counsel

	 	







	 	







	Section 4.5.Purchase Permitted By Applicable Law, Etc
	 	 
	Section 4.6.Sale of Other Notes

Section 4.7.Payment of Special Counsel Fees

Section 4.8.Private Placement Number

Section 4.9.Changes in Corporate Structure

Section 4.10.

Section 4.11.

Section 4.12.

	 	







Funding Instructions

Proceedings and Documents

Subsidiary Guaranties
	 	













	Section 5.Representations and Warranties of the Company
	 	 
	Section 5.1.Organization; Power and Authority

Section 5.2.Authorization, Etc

Section 5.3.Disclosure

	 	





	 	





	Section 5.4.Organization and Ownership of Shares of Subsidiaries
	 	 
	Section 5.5.Financial Statements; Material Liabilities
	 	 
	Section 5.6.Compliance with Laws, Other Instruments, Etc
	 	 
	Section 5.7.Governmental Authorizations, Etc

	 	

	 	

	Section 5.8.Litigation; Observance of Agreements, Statutes and Orders
	 	 
	Section 5.9.Taxes

Section 5.10.

Section 5.11.

Section 5.12.

Section 5.13.

Section 5.14.

Section 5.15.

Section 5.16.

Section 5.17.

	 	

Title to Property; Leases

Licenses, Permits, Etc

Compliance with ERISA

Private Offering by the Company

Use of Proceeds; Margin Regulations

Existing Indebtedness

Foreign Assets Control Regulations, Etc

Status under Certain Statutes
	 	

















	Section 6.Representations of the Purchasers
	 	 
	Section 6.1.Purchase for Investment

Section 6.2.Source of Funds

	 	



	 	



	Section 7.Information as to Company
	 	 
	Section 7.1.Financial and Business Information

Section 7.2.Officer’s Certificate

Section 7.3.Visitation

Section 7.4.

	 	





Electronic Delivery
	 	







	Section 8.Payment and Prepayment of the Notes
	 	 
	Section 8.1.Maturity

	 	

	 	

	Section 8.2.Optional Prepayments with Make-Whole Amount
	 	 
	Section 8.3.Allocation of Partial Prepayments

Section 8.4.Maturity; Surrender, Etc.

Section 8.5.Purchase of Notes

Section 8.6.Make-Whole Amount

Section 8.7.Payments Due on Non-Business Days

	 	









	 	









	Section 8.8. Prepayment of Notes upon Change in Control
	 	 
	Section 8.9.Prepayment in Connection with Asset Dispositions
	 	 
	Section 9.Affirmative Covenants.
	 	 
	Section 9.1.Compliance with Law

Section 9.2.Insurance

Section 9.3.Maintenance of Properties

Section 9.4.Payment of Taxes

Section 9.5.Corporate Existence, Etc

Section 9.6.Books and Records

Section 9.7. Subsidiary Guarantors

	 	













	 	













	Section 10.Negative Covenants.
	 	 
	Section 10.1.

Section 10.2.

Section 10.3.

Section 10.4.

Section 10.5.

Section 10.6.

Section 10.7.

Section 11.Events of Default

	 	Transactions with Affiliates

Merger, Consolidation, Etc

Line of Business

Terrorism Sanctions Regulations

Liens

Financial Covenants

Sale of Assets



	 	















	Section 12.Remedies on Default, Etc
	 	 
	Section 12.1.

Section 12.2.

Section 12.3.

Section 12.4.

	 	Acceleration

Other Remedies

Rescission

No Waivers or Election of Remedies, Expenses, Etc
	 	







	Section 13.Registration; Exchange; Substitution of Notes
	 	 
	Section 13.1.

Section 13.2.

Section 13.3.

Section 14.Payments on Notes

Section 14.1.

Section 14.2.

Section 15.Expenses, Etc

Section 15.1.

Section 15.2.

	 	Registration of Notes

Transfer and Exchange of Notes

Replacement of Notes



Place of Payment

Home Office Payment



Transaction Expenses

Survival
	 	

















	Section 16.Survival of Representations and Warranties; Entire Agreement
	 	 
	Section 17.Amendment and Waiver
	 	 
	Section 17.1.

Section 17.2.

Section 17.3.

Section 17.4.

Section 18.Notices

	 	Requirements

Solicitation of Holders of Notes

Binding Effect, etc

Notes Held by Company, etc



	 	









	Section 19.Reproduction of Documents
	 	 
	Section 20.Confidential Information
	 	 
	Section 21.Substitution of Purchaser
	 	 
	Section 22.Miscellaneous

Section 22.1.

Section 22.2.

Section 22.3.

Section 22.4.

Section 22.5.

Section 22.6.

Section 22.7.

Signature

	 	

Successors and Assigns

Accounting Terms

Severability

Construction, Etc

Counterparts

Governing Law

Jurisdiction and Process; Waiver of Jury Trial



	 	























1




	 	 	 	 	 
	Schedule A—

	 	Defined Terms
	 	

	Schedule 1-A—

	 	Form of 2.95% Senior Note, Series A due June 30, 2026
	 	

	Schedule 1-B—

	 	Form of 4.12% Senior Note, Series B due September 30, 2046
	 	

	Schedule 1-C—

	 	Form of 4.12% Senior Note, Series C due October 31, 2046
	 	

	Schedule 2 —

	 	Form of Subsidiary Guaranty
	 	

	Schedule 4.4(a) —

	 	Form of Opinion of Special Counsel for the Company
	 	

	Schedule 4.4(b) —

	 	Form of Opinion of Special Counsel for the Purchasers
	 	







	 	 	 	 	 
	Schedule 5.4

	 	—
	 	Subsidiaries of the Company and Ownership of Subsidiary Stock
	Schedule 5.5

	 	—
	 	Financial Statements
	Schedule 5.15

	 	—
	 	Existing Indebtedness; Liens
	Schedule B

	 	—
	 	Information Relating to Purchasers 






UGI Utilities, Inc.

$100,000,000 2.95% Senior Note, Series A due June 30, 2026

$200,000,000 4.12% Senior Note, Series B due September 30, 2046

$100,000,000 4.12% Senior Note, Series C due October 31, 2046




April 22, 2016




To Each of the Purchasers Listed in



Schedule B Hereto:



Ladies and Gentlemen:



UGI Utilities, Inc., a Pennsylvania corporation (together with any successor thereto that
becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers
as follows:




	 	 	Section 1. Authorization of Notes.





The Company will authorize the issue and sale of (i) $100,000,000 aggregate principal amount
of its 2.95% Senior Notes, Series A, due June 30, 2026 (the “Series A Notes”), (ii) $200,000,000
aggregate principal amount of its 4.12% Senior Notes, Series B, due September 30, 2046 (the
“Series B Notes” ) and (iii) $100,000,000 aggregate principal amount of its 4.12% Senior Notes,
Series C, due October 31, 2046 (the “Series C Notes,” together with the Series A Notes and the
Series B Notes, as amended, restated or otherwise modified from time to time pursuant to Section 17
and including any such notes issued in substitution therefor pursuant to Section 13, the “Notes”).
The Series A Notes, Series B Notes and Series C Notes shall be substantially in the form set out in
Schedule 1-A, Schedule 1-B and Schedule 1-C, respectively. Certain capitalized and other terms
used in this Agreement are defined in Schedule A. References to a “Schedule” are references to a
Schedule attached to this Agreement unless otherwise specified. References to a “Section” are
references to a Section of this Agreement unless otherwise specified. References to a “series”
shall refer to each series of Notes or all series of Notes, as the context may require.




	 	 	Section 2. Sale and Purchase of Notes.





Subject to the terms and conditions of this Agreement, the Company will issue and sell to each
Purchaser and each Purchaser will purchase from the Company, at the respective Closing provided for
in Section 3, Notes in the principal amount and of the respective series specified opposite such
Purchaser’s name in Schedule B at the purchase price of 100% of the principal amount thereof. The
Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have
any liability to any Person for the performance or non-performance of any obligation by any other
Purchaser hereunder.



The payment of the Notes and the performance by the Company of its obligations under this
Agreement shall, from time to time, be guaranteed by one or more Subsidiaries of the Company as
required by Section 9.7, pursuant to a Subsidiary Guaranty of each Subsidiary Guarantor.




	 	 	Section 3. Closings.





The execution and delivery of this Agreement shall occur as of the date of this Agreement (the
“Execution Date”). The sale and purchase of the Notes to be purchased by each Purchaser shall
occur at the offices of Chapman and Cutler LLP, 111 West Monroe Street, Chicago, IL 60606, at 10:00
a.m., Chicago time, at (i) a closing (the “First Closing”) on June 30, 2016, (ii) a closing on
September 30, 2016 (the “Second Closing”) and (iii) a closing on October 31, 2016, (the “Third
Closing,” and collectively with the First Closing and the Second Closing, the “Closings” or a
“Closing” as the context may require). At each Closing the Company will deliver to each Purchaser
the Notes to be purchased by such Purchaser at such Closing in the form of a single Note (or such
greater number of Notes in denominations of at least $1,000,000 and any integral multiple of
$1,000,000 in excess thereof as such Purchaser may request) dated the date of such Closing and
registered in such Purchaser’s name (or in the name of its nominee), against delivery by such
Purchaser to the Company or its order of immediately available funds in the amount of the purchase
price therefor by wire transfer of immediately available funds for the account of the Company to
XXXXXXX, Account Number XXXXXXX, ABA: XXXXXXX, Swift: XXXXXXX, Beneficiary: XXXXXXX. If at any
Closing the Company shall fail to tender such Notes to any Purchaser as provided above in this
Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such
Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights such Purchaser may have by
reason of any of the conditions specified in Section 4 not having been fulfilled to such
Purchaser’s satisfaction or such failure by the Company to tender such Notes.




	 	 	Section 4. Conditions to Closings.





Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at
each Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at such
Closing, of the following conditions:



Section 4.1. Representations and Warranties. The representations and warranties of the
Company in this Agreement shall be correct as of the Execution Date and at the related Closing.



Section 4.2. Performance; No Default. The Company shall have performed and complied with all
agreements and conditions contained in this Agreement required to be performed or complied with by
it prior to or at the related Closing and from the Execution Date to the related Closing assuming
that Sections 9 and 10 are applicable from the date of this Agreement. From the Execution Date
until the related Closing, before and after giving effect to the issue and sale of the Notes (and
the application of the proceeds thereof as contemplated by Section 5.14), no Default or Event of
Default shall have occurred and be continuing. Neither the Company nor any Subsidiary shall have
entered into any transaction since the date of the Memorandum that would have been prohibited by
Section 10 had such Section applied since such date.



Section 4.3. Compliance Certificates.



(a) Officer’s Certificate. The Company shall have delivered to such Purchaser an Officer’s
Certificate, dated the date of the related Closing, certifying that the conditions specified in
Sections 4.1, 4.2 and 4.9 have been fulfilled.



(b) Secretary’s Certificate. The Company shall have delivered to such Purchaser a certificate
of its Secretary or Assistant Secretary, dated the date of the related Closing, certifying as to
(i) the resolutions attached thereto and other corporate proceedings relating to the authorization,
execution and delivery of the Notes and this Agreement and (ii) the Company’s organizational
documents as then in effect.



Section 4.4. Opinions of Counsel. Such Purchaser shall have received opinions in form and
substance satisfactory to such Purchaser, dated the date of the related Closing (a) from Morgan,
Lewis & Bockius LLP, counsel for the Company, covering the matters set forth in Schedule 4.4(a) and
covering such other matters incident to the transactions contemplated hereby as such Purchaser or
its counsel may reasonably request (and the Company hereby instructs its counsel to deliver such
opinion to the Purchasers) and (b) from Chapman and Cutler LLP, the Purchasers’ special counsel in
connection with such transactions, substantially in the form set forth in Schedule 4.4(b) and
covering such other matters incident to such transactions as such Purchaser may reasonably request.



Section 4.5. Purchase Permitted By Applicable Law, Etc. On the date of the related Closing
such Purchaser’s purchase of Notes shall (a) be permitted by the laws and regulations of each
jurisdiction to which such Purchaser is subject, without recourse to provisions (such as
section 1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance
companies without restriction as to the character of the particular investment, (b) not violate any
applicable law or regulation (including, without limitation, Regulation T, U or X of the Board of
Governors of the Federal Reserve System) and (c) not subject such Purchaser to any tax, penalty or
liability under or pursuant to any applicable law or regulation, which law or regulation was not in
effect on the date hereof. If requested by such Purchaser, such Purchaser shall have received an
Officer’s Certificate certifying as to such matters of fact as such Purchaser may reasonably
specify to enable such Purchaser to determine whether such purchase is so permitted.



Section 4.6. Sale of Other Notes. Contemporaneously with each Closing, the Company shall sell
to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at
such Closing as specified in Schedule B. In the case of the Second Closing, and in addition to the
foregoing, the transactions contemplated in this Agreement in connection with the First Closing
shall have occurred as contemplated herein. In the case of Third Closing, and in addition to the
foregoing, the transactions contemplated in this Agreement in connection with the First Closing and
the Second Closing shall have occurred as contemplated herein.



Section 4.7. Payment of Special Counsel Fees. Without limiting Section 15.1, the Company
shall have paid on or before the Execution Date and each Closing the fees, charges and
disbursements of the Purchasers’ special counsel referred to in Section 4.4 to the extent reflected
in a statement of such counsel rendered to the Company at least one Business Day prior to such
Closing.



Section 4.8. Private Placement Number. A Private Placement Number issued by Standard & Poor’s
CUSIP Service Bureau (in cooperation with the SVO) shall have been obtained for each series of
Notes.



Section 4.9. Changes in Corporate Structure. The Company shall not have changed its
jurisdiction of incorporation or organization, as applicable, or been a party to any merger or
consolidation or succeeded to all or any substantial part of the liabilities of any other entity,
at any time following the date of the most recent financial statements identified in Schedule 5.5.



Section 4.10. Funding Instructions. At least three Business Days prior to the date of each
Closing, each Purchaser scheduled to participate in such Closing shall have received written
instructions signed by a Responsible Officer on letterhead of the Company confirming the
information specified in Section 3 including (i) the name and address of the transferee bank,
(ii) such transferee bank’s ABA number and (iii) the account name and number into which the
purchase price for the Notes is to be deposited.



Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection
with the transactions contemplated by this Agreement and all documents and instruments incident to
such transactions shall be satisfactory to such Purchaser and its special counsel, and such
Purchaser and its special counsel shall have received all such counterpart originals or certified
or other copies of such documents as such Purchaser or such special counsel may reasonably request.



Section 4.12. Subsidiary Guaranties. As to each Subsidiary which on or before the Execution
Date had delivered a Guaranty pursuant to, or is a borrower under, any Material Credit Facility,
the Company will cause each such Subsidiary to, on the date hereof, (a) enter into a Subsidiary
Guaranty and (b) deliver the following to each Purchaser:




(i) an executed counterpart of such Subsidiary Guaranty;




(ii) a certificate signed by an authorized responsible officer of such Subsidiary
containing representations and warranties on behalf of such Subsidiary to the same effect,
mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.16 of this
Agreement (but with respect to such Subsidiary and such Subsidiary Guaranty rather than the
Company);




(iii) all such documents as may be reasonably requested by the Purchasers to evidence
the due organization, continuing existence and good standing of such Subsidiary and the due
authorization by all requisite action on the part of such Subsidiary of the execution and
delivery of such Subsidiary Guaranty and the performance by such Subsidiary of its
obligations thereunder and under the Subsidiary Guaranty; and



(iv) an opinion of counsel reasonably satisfactory to the Purchasers covering such matters
relating to such Subsidiary and such Subsidiary Guaranty as the Purchasers may reasonably request.




	 	 	Section 5. Representations and Warranties of the Company.





The Company represents and warrants to each Purchaser that:



Section 5.1. Organization; Power and Authority. The Company is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of incorporation, and is
duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such
qualification is required by law, other than those jurisdictions as to which the failure to be so
qualified or in good standing would not, individually or in the aggregate, reasonably be expected
to have a Material Adverse Effect. The Company has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to transact the business it
transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to
perform the provisions hereof and thereof.



Section 5.2. Authorization, Etc. This Agreement and the Notes have been duly authorized by
all necessary corporate action on the part of the Company, and this Agreement constitutes, and upon
execution and delivery thereof each Note will constitute, a legal, valid and binding obligation of
the Company enforceable against the Company in accordance with its terms, except as such
enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general
principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law).



Section 5.3. Disclosure. The Company, through its agents, J.P. Morgan Securities LLC and
Wells Fargo Securities LLC, has delivered to each Purchaser a copy of a Private Placement
Memorandum, dated March 2016 (the “Memorandum”), relating to the transactions contemplated hereby.
This Agreement, the Memorandum, and the financial statements listed in Schedule 5.5 (this
Agreement, the Memorandum and such financial statements delivered to each Purchaser being referred
to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue
statement of a material fact or omit to state any material fact necessary to make the statements
therein not misleading in light of the circumstances under which they were made. Except as
disclosed in the Disclosure Documents, since September 30, 2015, there has been no change in the
financial condition, operations, business or properties of the Company or any Subsidiary except
changes that would not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.



Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates.
(a) Schedule 5.4 contains (except as noted therein) complete and correct lists of (i) the Company’s
Subsidiaries, showing, as to each Subsidiary, the name thereof, the jurisdiction of its
organization, and the percentage of shares of each class of its capital stock or similar equity
interests outstanding owned by the Company and each other Subsidiary, (ii) the Company’s
Affiliates, other than Subsidiaries, and (iii) the Company’s directors and officers.



(b) All of the outstanding shares of capital stock or similar equity interests of each
Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been
validly issued, are fully paid and non-assessable and are owned by the Company or another
Subsidiary free and clear of any Lien that is prohibited by this Agreement.



(c) Each Subsidiary is a corporation or other legal entity duly organized, validly existing
and, where applicable, in good standing under the laws of its jurisdiction of organization, and is
duly qualified as a foreign corporation or other legal entity and, where applicable, is in good
standing in each jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing would not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each
such Subsidiary has the corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the business it transacts and
proposes to transact.



Section 5.5. Financial Statements; Material Liabilities. The Company has delivered to each
Purchaser copies of the consolidated financial statements of the Company identified on
Schedule 5.5. All of such financial statements (including in each case the notes thereto) fairly
present in all material respects the consolidated financial position of the Company as of the
respective dates specified in such Schedule and the consolidated results of the Company’s
operations and cash flows for the respective periods so specified and have been prepared in
accordance with GAAP consistently applied throughout the periods involved except as set forth in
the notes thereto (subject, in the case of any interim financial statements, to normal year-end
adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not
disclosed in the Disclosure Documents.



Section 5.6. Compliance with Laws, Other Instruments, Etc. The execution, delivery and
performance by the Company of this Agreement and the Notes will not (i) contravene, result in any
breach of, or constitute a default under, or result in the creation of any Lien in respect of any
property of the Company or any Subsidiary under, any indenture, mortgage, deed of trust, loan,
purchase or credit agreement, lease, corporate charter or by-laws, shareholders agreement or any
other agreement or instrument to which the Company or any Subsidiary is bound or by which the
Company or any Subsidiary or any of their respective properties may be bound or affected,
(ii) conflict with or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree or ruling of any court, arbitrator or Governmental Authority applicable to
the Company or any Subsidiary or (iii) violate any provision of any statute or other rule or
regulation of any Governmental Authority applicable to the Company or any Subsidiary.



Section 5.7. Governmental Authorizations, Etc. No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required in connection with
the execution, delivery or performance by the Company of this Agreement or the Notes, other than
any such consent, approval or authorization as is already in force and effect as of the Execution
Date.



Section 5.8. Litigation; Observance of Statutes and Orders. (a) There are no actions, suits,
investigations, or proceedings pending or, to the best knowledge of the Company, threatened against
or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any
court or before any arbitrator of any kind or before or by any Governmental Authority that would,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.



(b) Neither the Company nor any Subsidiary is (i) in violation of any order, judgment, decree
or ruling of any court, arbitrator or Governmental Authority or (ii) in violation of any applicable
law, ordinance, rule or regulation of any Governmental Authority (including, without limitation,
Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred
to in Section 5.16), which default or violation would, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.



Section 5.9. Taxes. The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown to be due and
payable on such returns and all other taxes and assessments payable by them, to the extent such
taxes and assessments have become due and payable and before they have become delinquent, except
for any taxes and assessments (i) the amount of which, individually or in the aggregate, is not
Material or (ii) the amount, applicability or validity of which is currently being contested in
good faith by appropriate proceedings and with respect to which the Company or a Subsidiary, as the
case may be, has established adequate reserves in accordance with GAAP. The U.S. federal income
tax liabilities of the Company and its Subsidiaries have been finally determined (whether by reason
of completed audits or the statute of limitations having run) for all fiscal years up to and
including the fiscal year ended September 30, 2015.



Section 5.10. Title to Property; Leases. The Company and its Subsidiaries have good and
sufficient title to their respective Material properties, including all such properties reflected
in the most recent audited balance sheet referred to in Section 5.5 or purported to have been
acquired by the Company or any Subsidiary after such date (except as sold or otherwise disposed of
in the ordinary course of business), in each case free and clear of Liens prohibited by this
Agreement, except for those defects in title and Liens that, individually or in the aggregate,
would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in
full force and effect in all material respects.



Section 5.11. Licenses, Permits, Etc. The Company and its Subsidiaries own or possess all
licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service
marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are
Material, without known conflict with the rights of others, except for those conflicts that,
individually or in the aggregate, would not have a Material Adverse Effect.



Section 5.12. Compliance with ERISA. (a) The Company and each ERISA Affiliate have operated
and administered each Plan in compliance with all applicable laws except for such instances of
noncompliance as have not resulted in and could not, individually or in the aggregate, reasonably
be expected to result in a Material Adverse Effect.  Neither the Company nor any ERISA Affiliate
has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and
no event, transaction or condition has occurred or exists that would, individually or in the
aggregate, reasonably be expected to result in the incurrence of any such liability by the Company
or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets
of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to
section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or
federal law or section 4068 of ERISA or by the granting of a security interest in connection with
the amendment of a Plan, other than such liabilities or Liens as would not be individually or in
the aggregate Material.



(b) The present value of the aggregate benefit liabilities under each of the Plans (other than
Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent
actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan
allocable to such benefit liabilities by more than $50,000,000 in the case of any single Plan and
by more than $50,000,000 in the aggregate for all Plans. The term “benefit liabilities” has the
meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have
the meaning specified in section 3 of ERISA.



(c) The Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not
subject to contingent withdrawal liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.



(d) The expected postretirement benefit obligation (determined as of the last day of the
Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 715-60, without regard to liabilities attributable to
continuation coverage mandated by section 4980B of the Code) of the Company and its Subsidiaries is
not Material.



(e) The execution and delivery of this Agreement and the issuance and sale of the Notes
hereunder will not involve any transaction that is subject to the prohibitions of section 406 of
ERISA or in connection with which a tax could be imposed pursuant to section 4975(c)(1)(A)-(D) of
the Code. The representation by the Company to each Purchaser in the first sentence of this
Section 5.12(e) is made in reliance upon and subject to the accuracy of such Purchaser’s
representation in Section 6.2 as to the sources of the funds to be used to pay the purchase price
of the Notes to be purchased by such Purchaser.



Section 5.13. Private Offering by the Company. Neither the Company nor anyone acting on its
behalf has offered the Notes or any similar Securities for sale to, or solicited any offer to buy
the Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof
with, any Person other than the Purchasers and not more than forty-two (42) other Institutional
Investors, each of which has been offered the Notes at a private sale for investment. Neither the
Company nor anyone acting on its behalf has taken, or will take, any action that would subject the
issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act
or to the registration requirements of any Securities or blue sky laws of any applicable
jurisdiction.



Section 5.14. Use of Proceeds; Margin Regulations. The Company will apply the proceeds of the
sale of the Notes hereunder as set forth in Section 2 of the Memorandum. No part of the proceeds
from the sale of the Notes hereunder will be used, directly or indirectly, for the purpose of
buying or carrying any margin stock within the meaning of Regulation U of the Board of Governors of
the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any
Securities under such circumstances as to involve the Company in a violation of Regulation X of
said Board (12 CFR 224) or to involve any broker or dealer in a violation of Regulation T of said
Board (12 CFR 220). Margin stock does not constitute more than 1.00% of the value of the
Consolidated Total Assets of the Company and its Subsidiaries as of the date hereof and the Company
does not have any present intention that margin stock will constitute more than 25% of the value of
such Consolidated Total Assets. As used in this Section, the terms “margin stock” and “purpose of
buying or carrying” shall have the meanings assigned to them in said Regulation U.



Section 5.15. Existing Indebtedness. (a) Except as described therein, Schedule 5.15 sets
forth a complete and correct list of all outstanding Indebtedness of the Company and its
Subsidiaries as of February 29, 2016 (including descriptions of the obligors and obligees,
principal amounts outstanding, any collateral therefor and any Guaranties thereof), since which
date there has been no Material change in the amounts, interest rates, sinking funds, installment
payments or maturities of the Indebtedness of the Company or its Subsidiaries. Neither the Company
nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of
any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or
condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstanding
principal amount of which exceeds the greater of $25,000,000 or 2.00% of Consolidated Total Assets
that would permit (or that with notice or the lapse of time, or both, would permit) one or more
Persons to cause such Indebtedness to become due and payable before its stated maturity or before
its regularly scheduled dates of payment.



(b) Neither the Company nor any Subsidiary is a party to, or otherwise subject to any
provision contained in, any instrument evidencing Indebtedness of the Company or such Subsidiary,
any agreement relating thereto or any other agreement (including, but not limited to, its charter
or any other organizational document) which limits the amount of, or otherwise imposes restrictions
on the incurring of, Indebtedness of the Company, except as disclosed in Schedule 5.15.



Section 5.16. Foreign Assets Control Regulations, Etc. (a) Neither the Company nor any
Controlled Entity is (i) a Person whose name appears on the list of Specially Designated Nationals
and Blocked Persons published by the Office of Foreign Assets Control, United States Department of
the Treasury (“OFAC”) (an “OFAC Listed Person”) (ii) an agent, department, or instrumentality of,
or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or
indirectly, (x) any OFAC Listed Person or (y) any Person, entity, organization, foreign country or
regime that is subject to any OFAC Sanctions Program, or (iii) otherwise blocked,
subject to sanctions under or engaged in any activity in violation of other United States economic
sanctions, including but not limited to, the Trading with the Enemy Act, the International
Emergency Economic Powers Act, the Comprehensive Iran Sanctions, Accountability and Divestment Act
(“CISADA”) or any similar law or regulation with respect to Iran or any other country, the Sudan
Accountability and Divestment Act, any OFAC Sanctions Program, or any economic sanctions
regulations administered and enforced by the United States or any enabling legislation or executive
order relating to any of the foregoing (collectively, “U.S. Economic Sanctions”) (each OFAC Listed
Person and each other Person, entity, organization and government of a country described in clause
(i), clause (ii) or clause (iii), a “Blocked Person”). Neither the Company nor any Controlled
Entity has been notified that its name appears or may in the future appear on a state list of
Persons that engage in investment or other commercial activities in Iran or any other country that
is subject to U.S. Economic Sanctions.



(b) No part of the proceeds from the sale of the Notes hereunder constitutes or will
constitute funds obtained on behalf of any Blocked Person or will otherwise be used by the Company
or any Controlled Entity, directly or indirectly, (i) in connection with any investment in, or any
transactions or dealings with, any Blocked Person, or (ii) otherwise in violation of U.S. Economic
Sanctions.



(c) Neither the Company nor any Controlled Entity (i) has been found in violation of, charged
with, or convicted of, money laundering, drug trafficking, terrorist-related activities or other
money laundering predicate crimes under the Currency and Foreign Transactions Reporting Act of 1970
(otherwise known as the Bank Secrecy Act), the USA PATRIOT Act or any other United States law or
regulation governing such activities (collectively, “Anti-Money Laundering Laws”) or any U.S.
Economic Sanctions violations, (ii) to the Company’s actual knowledge after making due inquiry, is
under investigation by any Governmental Authority for possible violation of Anti-Money Laundering
Laws or any U.S. Economic Sanctions violations, (iii) has been assessed civil penalties under any
Anti-Money Laundering Laws or any U.S. Economic Sanctions, or (iv) has had any of its funds seized
or forfeited in an action under any Anti-Money Laundering Laws. The Company has established
procedures and controls which it reasonably believes are adequate (and otherwise comply with
applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in
compliance with all applicable current and future Anti-Money Laundering Laws and U.S. Economic
Sanctions.



(d) (1) Neither the Company nor any Controlled Entity (i) has been charged with, or convicted
of bribery or any other anti-corruption related activity under any applicable law or regulation in
a U.S. or any non-U.S. country or jurisdiction, including but not limited to, the U.S. Foreign
Corrupt Practices Act and the U.K. Bribery Act 2010 (collectively, “Anti-Corruption Laws”), (ii) to
the Company’s actual knowledge after making due inquiry, is under investigation by any U.S. or
non-U.S. Governmental Authority for possible violation of Anti-Corruption Laws, (iii) has been
assessed civil or criminal penalties under any Anti-Corruption Laws or (iv) has been or is the
target of sanctions imposed by the United Nations or the European Union;



(2) To the Company’s actual knowledge after making due inquiry, neither the Company nor any
Controlled Entity has, within the last five years, directly or indirectly offered, promised, given,
paid or authorized the offer, promise, giving or payment of anything of value to a Governmental
Official or a commercial counterparty for the purposes of: (i) influencing any act, decision or
failure to act by such Government Official in his or her official capacity or such commercial
counterparty, (ii) inducing a Governmental Official to do or omit to do any act in violation of the
Governmental Official’s lawful duty, or (iii) inducing a Governmental Official or a commercial
counterparty to use his or her influence with a government or instrumentality to affect any act or
decision of such government or entity; in each case in order to obtain, retain or direct business
or to otherwise secure an improper advantage in violation of any applicable law or regulation or
which would cause any holder to be in violation of any law or regulation applicable to such holder;
and



(3) No part of the proceeds from the sale of the Notes hereunder will be used, directly or
indirectly, for any improper payments, including bribes, to any Governmental Official or commercial
counterparty in order to obtain, retain or direct business or obtain any improper advantage. The
Company has established procedures and controls which it reasonably believes are adequate (and
otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and
will continue to be in compliance with all applicable current and future Anti-Corruption Laws.



Section 5.17. Status under Certain Statutes. Neither the Company nor any Subsidiary is
subject to regulation under the Investment Company Act of 1940, as amended, the Public Utility
Holding Company Act of 2005, as amended, or the ICC Termination Act of 1995, as amended.




	 	 	Section 6. Representations of the Purchasers.





Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is
(a) purchasing the Notes for its own account or for one or more separate accounts maintained by
such Purchaser or for the account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of such Purchaser’s or their property shall at
all times be within such Purchaser’s or their control and (b) an “accredited investor” (as defined
in Rule 501(a)(1), (2), (3), (7) or (8) under the Securities Act. Each Purchaser understands that
the Notes have not been registered under the Securities Act and may be resold only if registered
pursuant to the provisions of the Securities Act or if an exemption from registration is available,
except under circumstances where neither such registration nor such an exemption is required by
law, and that the Company is not required to register the Notes.



Section 6.2. Source of Funds. Each Purchaser severally represents that at least one of the
following statements is an accurate representation as to each source of funds (a “Source”) to be
used by such Purchaser to pay the purchase price of the Notes to be purchased by such Purchaser
hereunder:




(a) the Source is an “insurance company general account” (as the term is defined in the
United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in
respect of which the reserves and liabilities (as defined by the annual statement for life
insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general
account contract(s) held by or on behalf of any employee benefit plan together with the
amount of the reserves and liabilities for the general account contract(s) held by or on
behalf of any other employee benefit plans maintained by the same employer (or affiliate
thereof as defined in PTE 95-60) or by the same employee organization in the general account
do not exceed 10% of the total reserves and liabilities of the general account (exclusive of
separate account liabilities) plus surplus as set forth in the NAIC Annual Statement filed
with such Purchaser’s state of domicile; or




(b) the Source is a separate account that is maintained solely in connection with such
Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to
any employee benefit plan (or its related trust) that has any interest in such separate
account (or to any participant or beneficiary of such plan (including any annuitant)) are
not affected in any manner by the investment performance of the separate account; or




(c) the Source is either (i) an insurance company pooled separate account, within the
meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE
91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this
clause (c), no employee benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets allocated to such pooled
separate account or collective investment fund; or




(d) the Source constitutes assets of an “investment fund” (within the meaning of Part
VI of PTE 84-14 (the “QPAM Exemption”)) managed by a “qualified professional asset manager”
or “QPAM” (within the meaning of Part VI of the QPAM Exemption), no employee benefit plan’s
assets that are managed by the QPAM in such investment fund, when combined with the assets
of all other employee benefit plans established or maintained by the same employer or by an
affiliate (within the meaning of Part VI(c)(1) of the QPAM Exemption) of such employer or by
the same employee organization and managed by such QPAM, represent more than 20% of the
total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM
Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM
maintains an ownership interest in the Company that would cause the QPAM and the Company to
be “related” within the meaning of Part VI(h) of the QPAM Exemption and (i) the identity of
such QPAM and (ii) the names of any employee benefit plans whose assets in the investment
fund, when combined with the assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the meaning of Part VI(c)(1) of
the QPAM Exemption) of such employer or by the same employee organization, represent 10% or
more of the assets of such investment fund, have been disclosed to the Company in writing
pursuant to this clause (d);or




(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of
PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager” or “INHAM” (within
the meaning of Part IV(a) of the INHAM Exemption), the conditions of Part I(a), (g) and (h)
of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or
controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM
Exemption) owns a 10% or more interest in the Company and (i) the identity of such INHAM and
(ii) the name(s) of the employee benefit plan(s) whose assets constitute the Source have
been disclosed to the Company in writing pursuant to this clause (e); or




(f) the Source is a governmental plan; or




(g) the Source is one or more employee benefit plans, or a separate account or trust
fund comprised of one or more employee benefit plans, each of which has been identified to
the Company in writing pursuant to this clause (g); or




(h) the Source does not include assets of any employee benefit plan, other than a plan
exempt from the coverage of ERISA.



As used in this Section 6.2, the terms “employee benefit plan,” “governmental plan,” and “separate
account” shall have the respective meanings assigned to such terms in section 3 of ERISA.




	 	 	Section 7. Information as to Company





Section 7.1. Financial and Business Information. The Company shall deliver to each Purchaser
and each holder of a Note that is an Institutional Investor:




(a) Quarterly Statements — within 60 days (or such shorter period as is the earlier of
(x) 15 days greater than the period applicable to the filing of the Company’s Quarterly
Report on Form 10-Q (the “Form 10-Q”) with the SEC regardless of whether the Company is
subject to the filing requirements thereof and (y) the date by which such financial
statements are required to be delivered under any Material Credit Facility or the date on
which such corresponding financial statements are delivered under any Material Credit
Facility if such delivery occurs earlier than such required delivery date) after the end of
each quarterly fiscal period in each fiscal year of the Company (other than the last
quarterly fiscal period of each such fiscal year), duplicate copies of,




(i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such quarter, and




(ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries, for such quarter and (in the case of
the second and third quarters) for the portion of the fiscal year ending with such
quarter,




setting forth in each case in comparative form the figures for the corresponding periods in
the previous fiscal year, all in reasonable detail, prepared in accordance with SEC
requirements applicable to quarterly financial statements generally, and certified by a
Senior Financial Officer as fairly presenting, in all material respects, the financial
position of the companies being reported on and their results of operations and cash flows,
subject to changes resulting from year-end adjustments, provided that delivery within the
time period specified above of copies of the Company’s Form 10-Q prepared in compliance with
the requirements therefor and filed with the SEC shall be deemed to satisfy the requirements
of this Section 7.1(a);




(b) Annual Statements — within 105 days (or such shorter period as is the earlier of
(x) 15 days greater than the period applicable to the filing of the Company’s Annual Report
on Form 10-K (the “Form 10-K”) with the SEC regardless of whether the Company is subject to
the filing requirements thereof and (y) the date by which such financial statements are
required to be delivered under any Material Credit Facility or the date on which such
corresponding financial statements are delivered under any Material Credit Facility if such
delivery occurs earlier than such required delivery date) after the end of each fiscal year
of the Company, duplicate copies of




(i) a consolidated balance sheet of the Company and its Subsidiaries as at the
end of such year, and




(ii) consolidated statements of income, changes in shareholders’ equity and
cash flows of the Company and its Subsidiaries for such year,




setting forth in each case in comparative form the figures for the previous fiscal year, all
in reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion
thereon (without a “going concern” or similar qualification or exception and without any
qualification or exception as to the scope of the audit on which such opinion is based) of
independent public accountants of recognized national standing, which opinion shall state
that such financial statements present fairly, in all material respects, the financial
position of the companies being reported upon and their results of operations and cash flows
and have been prepared in conformity with GAAP, and that the examination of such accountants
in connection with such financial statements has been made in accordance with the standards
of the Public Company Accounting Oversight Board (United States), if the Company is subject
to the filing requirements of the Form 10-K, or, otherwise, generally accepted auditing
standards in the United States, and that such audit provides a reasonable basis for such
opinion in the circumstances, provided that the delivery within the time period specified
above of the Company’s Form 10-K for such fiscal year (together with the Company’s annual
report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities
Exchange Act of 1934, as amended) prepared in accordance with the requirements therefor and
filed with the SEC, shall be deemed to satisfy the requirements of this Section 7.1(b);




(c) SEC and Other Reports — promptly upon their becoming available, one copy of (i)
each financial statement, report, notice or proxy statement sent by the Company or any
Significant Subsidiary to its holders of outstanding debt or equity securities generally,
and (ii) each regular or periodic report, each registration statement that shall have become
effective (without exhibits except as expressly requested by such Purchaser or holder), and
each final prospectus and all amendments thereto filed by the Company or any Significant
Subsidiary with the SEC;




(d) Notice of Default or Event of Default — promptly, and in any event within five days
after a Responsible Officer becoming aware of the existence of any Default or Event of
Default, a written notice specifying the nature and period of existence thereof and what
action the Company is taking or proposes to take with respect thereto;




(e) ERISA Matters — promptly, and in any event within ten days after a Responsible
Officer becoming aware of any of the following that would reasonably be expected to have a
Material Adverse Effect, a written notice setting forth the nature thereof and the action,
if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:




(i) with respect to any Plan, any reportable event, as defined in
section 4043(c) of ERISA and the regulations thereunder, for which notice thereof
has not been waived pursuant to such regulations as in effect on the date hereof; or




(ii) the taking by the PBGC of steps to institute, or the threatening by the
PBGC of the institution of, proceedings under section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan, or the
receipt by the Company or any ERISA Affiliate of a notice from a Multiemployer Plan
that such action has been taken by the PBGC with respect to such Multiemployer Plan;
or




(iii) any event, transaction or condition that could result in the incurrence
of any liability by the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or the penalty or excise tax provisions of the Code relating to employee
benefit plans, or in the imposition of any Lien on any of the rights, properties or
assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or
such penalty or excise tax provisions; and




(f) Resignation or Replacement of Auditors — unless the Company has filed with the SEC
a Form 8-K to report a change in auditors, within ten days following the date on which the
Company’s auditors resign or the Company elects to change auditors, as the case may be,
notification thereof, together with such supporting information as the Required Holders may
request; and




(g) Requested Information — with reasonable promptness, such other data and information
relating to the business, operations, affairs, financial condition, assets or properties of
the Company or any of its Significant Subsidiaries (including, but without limitation,
actual copies of the Company’s Form 10-Q and Form 10-K) or relating to the ability of the
Company to perform its obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such Purchaser or holder of a Note.



Section 7.2. Officer’s Certificate. Each set of financial statements delivered to a Purchaser
or a holder of a Note pursuant to Section 7.1(a) or Section 7.1(b) shall be accompanied by a
certificate of a Senior Financial Officer:




(a) Covenant Compliance — setting forth the information from such financial statements
that is required in order to establish whether the Company was in compliance with the
requirements of Section 10 during the quarterly or annual period covered by the statements
then being furnished, (including with respect to each such provision that involves
mathematical calculations, the information from such financial statements that is required
to perform such calculations) and detailed calculations of the maximum or minimum amount,
ratio or percentage, as the case may be, permissible under the terms of such Section, and
the calculation of the amount, ratio or percentage then in existence. In the event that the
Company or any Subsidiary has made an election to measure any financial liability using fair
value (which election is being disregarded for purposes of determining compliance with this
Agreement pursuant to the second sentence in the definition of GAAP in Schedule A) as to the
period covered by any such financial statement, such Senior Financial Officer’s certificate
as to such period shall include a reconciliation from GAAP with respect to such election;
and




(b) Event of Default — certifying that such Senior Financial Officer has reviewed the
relevant terms hereof and has made, or caused to be made, under his or her supervision, a
review of the transactions and conditions of the Company and its Subsidiaries from the
beginning of the quarterly or annual period covered by the statements then being furnished
to the date of the certificate and that such review shall not have disclosed the existence
during such period of any condition or event that constitutes a Default or an Event of
Default or, if any such condition or event existed or exists, specifying the nature and
period of existence thereof and what action the Company shall have taken or proposes to take
with respect thereto.



Section 7.3. Visitation. The Company shall permit the representatives of each Purchaser and
each holder of a Note that is an Institutional Investor:




(a) No Default — if no Default or Event of Default then exists, at the expense of such
Purchaser or such holder and upon reasonable prior notice to the Company and during normal
business hours and not more often than once during the calendar year, to visit the principal
executive office of the Company and, to discuss the affairs, finances and accounts of the
Company and its Significant Subsidiaries with the Company’s officers, and (with the consent
of the Company, which consent will not be unreasonably withheld) to visit the other offices
and properties of the Company and each Significant Subsidiary, all at such reasonable times
and as often as may be reasonably requested in writing; and




(b) Default — if a Default or Event of Default then exists, at the expense of the
Company to visit and inspect any of the offices or properties of the Company or any
Subsidiary, to examine all their respective books of account, records, reports and other
papers, to make copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public accountants (and
by this provision the Company authorizes said accountants to discuss the affairs, finances
and accounts of the Company and its Subsidiaries), all at such times and as often as may be
requested.



Section 7.4. Electronic Delivery. Financial statements, opinions of independent certified
public accountants, other information and Officer’s Certificates that are required to be delivered
by the Company pursuant to Sections 7.1(a), (b) or (c) and Section 7.2 shall be deemed to have been
delivered if the Company satisfies any of the following requirements with respect thereto:




(i) such financial statements satisfying the requirements of Section 7.1(a) or (b) and
related Officer’s Certificate satisfying the requirements of Section 7.2 are delivered to
each Purchaser or holder of a Note by e-mail;




(ii) the Company shall have filed such Form 10-Q or Form 10-K, satisfying the
requirements of Section 7.1(a) or Section 7.1(b), as the case may be, with the SEC on EDGAR
and shall have made such form and the related Officer’s Certificate satisfying the
requirements of Section 7.2 available on its home page on the internet, which is located at
http://ugicorp.com as of the date of this Agreement;




(iii) such financial statements satisfying the requirements of Section 7.1(a) or
Section 7.1(b) and related Officer’s Certificate(s) satisfying the requirements of Section
7.2 are timely posted by or on behalf of the Company on IntraLinks or on any other similar
website to which each holder of Notes has free access; or




(iv) the Company shall have filed any of the items referred to in Section 7.1(c) with
the SEC on EDGAR and shall have made such items available on its home page on the internet
or on IntraLinks or on any other similar website to which each holder of Notes has free
access;



provided however, that upon request of any holder to receive paper copies of such forms, financial
statements and Officer’s Certificates or to receive them by e-mail, the Company will promptly
e-mail them or deliver such paper copies, as the case may be, to such holder.




	 	 	Section 8. Payment and Prepayment of the Notes.





Section 8.1. Maturity. As provided therein, the entire unpaid principal balance of each Note
shall be due and payable on the Maturity Date thereof.



Section 8.2. Optional Prepayments with Make-Whole Amount The Company may, at its option, upon
notice as provided below, prepay at any time after the Third Closing all, or from time to time any
part of, the Notes, in an amount not less than 5.00% of the aggregate principal amount of the Notes
then outstanding in the case of a partial prepayment, at 100% of the principal amount so prepaid,
and the Make-Whole Amount determined for the prepayment date with respect to such principal amount.
The Company will give each holder of Notes written notice of each optional prepayment under this
Section 8.2 not less than ten days and not more than 60 days prior to the date fixed for such
prepayment unless the Company and the Required Holders agree to another time period pursuant to
Section 17. Each such notice shall specify such date (which shall be a Business Day), the
aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each
Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the
interest to be paid on the prepayment date with respect to such principal amount being prepaid, and
shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole
Amount due in connection with such prepayment (calculated as if the date of such notice were the
date of the prepayment), setting forth the details of such computation. Two Business Days prior to
such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior
Financial Officer specifying the calculation of such Make-Whole Amount as of the specified
prepayment date.



Section 8.3. Allocation of Partial Prepayments. In the case of each partial prepayment of the
Notes pursuant to Section 8.2, the principal amount of the Notes to be prepaid shall be allocated
among all of the Notes without distinction as to series at the time outstanding in proportion, as
nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called
for prepayment.



Section 8.4. Maturity; Surrender, Etc. In the case of each optional prepayment of Notes
pursuant to this Section 8, the principal amount of each Note to be prepaid shall mature and become
due and payable on the date fixed for such prepayment, together with interest on such principal
amount accrued to such date and the applicable Make-Whole Amount, if any. From and after such
date, unless the Company shall fail to pay such principal amount when so due and payable, together
with the interest and Make-Whole Amount, if any, as aforesaid, interest on such principal amount
shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Company and
cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal
amount of any Note.



Section 8.5. Purchase of Notes. The Company will not and will not permit any Affiliate to
purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes
except (a) upon the payment or prepayment of the Notes in accordance with this Agreement and the
Notes or (b) pursuant to an offer to purchase made by the Company or an Affiliate pro rata to the
holders of all Notes at the time outstanding without distinction as to series upon the same terms
and conditions (with appropriate adjustment to reflect the differences in tenor and interest rate
applicable to the Series A, Series B and Series C Notes). Any such offer shall provide each holder
with sufficient information to enable it to make an informed decision with respect to such offer,
and shall remain open for at least 15 Business Days. If the holders of more than 35% of the
principal amount of the Notes then outstanding accept such offer, the Company shall promptly notify
the remaining holders of such fact and the expiration date for the acceptance by holders of Notes
of such offer shall be extended by the number of days necessary to give each such remaining holder
at least 5 Business Days from its receipt of such notice to accept such offer. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment, prepayment or
purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange
for any such Notes.



Section 8.6. Make-Whole Amount.



“Make-Whole Amount” means, with respect to any Note of any series, an amount equal to the
excess, if any, of the Discounted Value of the Remaining Scheduled Payments with respect to the
Called Principal of such Note over the amount of such Called Principal, provided that the
Make-Whole Amount may in no event be less than zero. For the purposes of determining the
Make-Whole Amount, the following terms have the following meanings:



“Called Principal” means, with respect to any Note of such series, the principal of such Note
that is to be prepaid pursuant to Section 8.2 or has become or is declared to be immediately due
and payable pursuant to Section 12.1, as the context requires.



“Discounted Value” means, with respect to the Called Principal of any Note of such series, the
amount obtained by discounting all Remaining Scheduled Payments with respect to such Called
Principal from their respective scheduled due dates to the Settlement Date with respect to such
Called Principal, in accordance with accepted financial practice and at a discount factor (applied
on the same periodic basis as that on which interest on the Notes of such series is payable) equal
to the Reinvestment Yield with respect to such Called Principal.



“Reinvestment Yield” means, with respect to the Called Principal of any Note of such series,
0.50% over the yield to maturity implied by the yield(s) reported as of 10:00 a.m. (New York City
time) on the second Business Day preceding the Settlement Date with respect to such Called
Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1)
on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S.
Treasury securities (“Reported”) having a maturity equal to the Remaining Average Life of such
Called Principal as of such Settlement Date. If there are no such U.S. Treasury securities
Reported having a maturity equal to such Remaining Average Life, then such implied yield to
maturity will be determined by (a) converting U.S. Treasury bill quotations to bond equivalent
yields in accordance with accepted financial practice and (b) interpolating linearly between the
yields Reported for the applicable most recently issued actively traded on-the-run U.S. Treasury
securities with the maturities (1) closest to and greater than such Remaining Average Life and
(2) closest to and less than such Remaining Average Life. The Reinvestment Yield shall be rounded
to the number of decimal places as appears in the interest rate of the applicable Note of such
series.



If such yields are not Reported or the yields Reported as of such time are not ascertainable
(including by way of interpolation), then “Reinvestment Yield” means, with respect to the Called
Principal of any Note of such series, 0.50% over the yield to maturity implied by the U.S. Treasury
constant maturity yields reported, for the latest day for which such yields have been so reported
as of the second Business Day preceding the Settlement Date with respect to such Called Principal,
in Federal Reserve Statistical Release H.15 (or any comparable successor publication) for the U.S.
Treasury constant maturity having a term equal to the Remaining Average Life of such Called
Principal as of such Settlement Date. If there is no such U.S. Treasury constant maturity having a
term equal to such Remaining Average Life, such implied yield to maturity will be determined by
interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term
closest to and greater than such Remaining Average Life and (2) the U.S. Treasury constant maturity
so reported with the term closest to and less than such Remaining Average Life. The Reinvestment
Yield shall be rounded to the number of decimal places as appears in the interest rate of the
applicable Note.



“Remaining Average Life” means, with respect to any Called Principal, the number of years
obtained by dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with respect to such
Called Principal by (b) the number of years, computed on the basis of a 360-day year composed of
twelve 30-day months and calculated to two decimal places, that will elapse between the Settlement
Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled
Payment.



“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note of such
series, all payments of such Called Principal and interest thereon that would be due after the
Settlement Date with respect to such Called Principal if no payment of such Called Principal were
made prior to its scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the Notes of such series, then the amount of the next
succeeding scheduled interest payment will be reduced by the amount of interest accrued to such
Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.4 or
Section 12.1.



“Settlement Date” means, with respect to the Called Principal of any Note of such series, the
date on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the context requires.



Section 8.7. Payments Due on Non-Business Days. Anything in this Agreement or the Notes to
the contrary notwithstanding, (x) subject to clause (y), any payment of interest on any Note that
is due on a date that is not a Business Day shall be made on the next succeeding Business Day
without including the additional days elapsed in the computation of the interest payable on such
next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note
(including principal due on the Maturity Date of such Note) that is due on a date that is not a
Business Day shall be made on the next succeeding Business Day and shall include the additional
days elapsed in the computation of interest payable on such next succeeding Business Day.



Section 8.8. Prepayment of Notes upon Change in Control.



(a) Notice of Change in Control. The Company will, within five Business Days after any
Responsible Officer has knowledge of the occurrence of any Change in Control, give written notice
of such Change in Control to each holder of Notes. Such notice shall contain and constitute an
offer to prepay Notes as described in subparagraph (b) of this Section 8.8 and shall be accompanied
by the certificate described in subparagraph (e) of this Section 8.8.



(b) Offer to Prepay Notes. The offer to prepay Notes contemplated by subparagraph (a) of this
Section 8.8 shall be an offer to prepay, in accordance with and subject to this Section 8.8, all,
but not less than all, the Notes held by each holder (in this case only, “holder” in respect of any
Note registered in the name of a nominee for a disclosed beneficial owner shall mean such
beneficial owner) on a date specified in such offer (the “Proposed Prepayment Date”) which shall be
a Business Day. Such date shall be not less than 30 days and not more than 120 days after the
Change in Control.



(c) Acceptance/Rejection. A holder of Notes may accept the offer to prepay made pursuant to
this Section 8.8 by causing a notice of such acceptance to be delivered to the Company not later
than 15 days after receipt by such holder of the most recent offer of prepayment. A failure by a
holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed
to constitute a rejection of such offer by such holder.



(d) Prepayment. Prepayment of the Notes to be prepaid pursuant to this Section 8.8 shall be
at 100% of the principal amount of such Notes, together with interest on such Notes accrued to the
date of prepayment, but without the Make-Whole Amount or other premium. The prepayment shall be
made on the Proposed Prepayment Date.



(e) Officer’s Certificate. Each offer to prepay the Notes pursuant to this Section 8.8 shall
be accompanied by a certificate, executed by a Senior Financial Officer of the Company and dated
the date of such offer, specifying: (i) the Proposed Prepayment Date; (ii) that such offer is made
pursuant to this Section 8.8; (iii) the principal amount of each Note offered to be prepaid which
shall be 100% of the principal amount thereof; (iv) the interest that would be due on each Note
offered to be prepaid, accrued to the Proposed Prepayment Date; (v) that the conditions of this
Section 8.8 have been fulfilled; and (vi) in reasonable detail, the nature and date or proposed
date of the Change in Control.



(f) Certain Definitions. “Change in Control” means (i) the acquisition by any Person, or two
or more Persons acting in concert (other than UGI Corporation), of beneficial ownership (within the
meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as amended) of 50% or more of the
outstanding shares of voting stock of the Company on a fully diluted basis or (ii) the Company
shall cease for any reason to be directly or indirectly wholly-owned by UGI Corporation.



(g) All calculations contemplated in this Section 8.8 involving the capital stock of any
Person shall be made with the assumption that all convertible Securities of such Person then
outstanding and all convertible Securities issuable upon the exercise of any warrants, options and
other rights outstanding at such time were converted at such time and that all options, warrants
and similar rights to acquire shares of capital stock of such Person were exercised at such time.



Section 8.9. Prepayment in Connection with Asset Dispositions. In the event the Company
elects to make a Debt Prepayment Application pursuant to Section 10.7, the Company shall offer to
prepay each outstanding Note in a principal amount which equals the Ratable Portion for such Note
(which offer shall be in writing and shall offer to make such prepayment on a Business Day which is
not less than 30 and not more than 60 days after the date of the notice of offer (the “Disposition
Prepayment Date”)), together with accrued interest thereon to the date of such prepayment (but
without Make-Whole Amount or other premium). Each holder of a Note shall notify the Company of
such holder’s acceptance or rejection of such offer within 10 Business Days of receipt thereof by
giving notice of such acceptance or rejection to the Company, provided, however, that any holder of
a Note who fails to so notify the Company within 10 Business Days of receipt of the notice of offer
of prepayment shall be deemed to have rejected such offer. If any holder of a Note rejects or is
deemed to have rejected such offer of prepayment in accordance with the preceding sentence, then,
for the purposes of determining compliance with Section 10.7(e), the Company nevertheless will be
deemed to have made a Debt Prepayment Application in an amount equal to the Ratable Portion for
such Note. The Company shall prepay on the Disposition Prepayment Date the Ratable Portion of each
Note held by the holders who have accepted such offer in accordance with this Section 8.9, together
with accrued interest thereon to the date of such prepayment (but without Make-Whole Amount or
other premium). No Make-Whole Amount shall be payable in connection with any Debt Prepayment
Application made with respect to the Notes from the Net Proceeds Amount (or portion thereof)
arising from asset dispositions.



For purposes of this Section 8.9, “Ratable Portion” for any Note means, with respect to a Debt
Prepayment Application, an amount equal to the product of (x) the Net Proceeds Amount being so
applied to the payment of Senior Indebtedness multiplied by (y) a fraction the numerator of which
is the outstanding principal amount of such Note and the denominator of which is the aggregate
principal amount of Senior Indebtedness of the Company and its Subsidiaries then being prepaid.




	 	 	Section 9. Affirmative Covenants.





From the Execution Date until the First Closing and thereafter, so long as any of the Notes
are outstanding, the Company covenants that:



Section 9.1. Compliance with Laws. Without limiting Section 10.4, the Company will, and will
cause each of its Subsidiaries to, comply with all laws, ordinances or governmental rules or
regulations to which each of them is subject, including, without limitation, ERISA, Environmental
Laws, the USA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16,
and will obtain and maintain in effect all licenses, certificates, permits, franchises and other
governmental authorizations necessary to the ownership of their respective properties or to the
conduct of their respective businesses, in each case to the extent necessary to ensure that
non-compliance with such laws, ordinances or governmental rules or regulations or failures to
obtain or maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.



Section 9.2. Insurance. The Company will, and will cause each of its Subsidiaries to,
maintain, with financially sound and reputable insurers, insurance with respect to their respective
properties and businesses against such casualties and contingencies, of such types, on such terms
and in such amounts (including deductibles, co-insurance and self-insurance, if adequate reserves
are maintained with respect thereto) as is customary in the case of entities of established
reputations engaged in the same or a similar business and similarly situated; provided however that
the Company and its Subsidiaries may self insure to the extent consistent with prudent business
practices.



Section 9.3. Maintenance of Properties. The Company will, and will cause each of its
Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties
in good repair, working order and condition (other than ordinary wear and tear), so that the
business carried on in connection therewith may be properly conducted at all times, provided that
this Section shall not prevent the Company or any Subsidiary from discontinuing the operation and
the maintenance of any of its properties if such discontinuance is desirable in the conduct of its
business and the Company has concluded that such discontinuance would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



Section 9.4. Payment of Taxes. The Company will, and will cause each of its Subsidiaries to,
file all income tax or similar tax returns required to be filed in any jurisdiction and to pay and
discharge all taxes shown to be due and payable on such returns and all other taxes, assessments,
governmental charges, or levies payable by any of them, to the extent the same have become due and
payable and before they have become delinquent, provided that neither the Company nor any
Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or
validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and
in appropriate proceedings, and the Company or a Subsidiary has established adequate reserves
therefor in accordance with GAAP on the books of the Company or such Subsidiary or (ii) the
nonpayment of all such taxes, assessments, charges and levies would not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.



Section 9.5. Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times
preserve and keep its corporate existence in full force and effect. Subject to Sections 10.2 and
10.7, the Company will at all times preserve and keep in full force and effect the corporate
existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary)
and all rights and franchises of the Company and its Subsidiaries unless, in the good faith
judgment of the Company, the termination of or failure to preserve and keep in full force and
effect such corporate existence, right or franchise would not, individually or in the aggregate,
have a Material Adverse Effect.



Section 9.6. Books and Records. The Company will, and will cause each of its Material
Subsidiaries to, maintain proper books of record and account in conformity with GAAP and all
applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over
the Company or such Material Subsidiary, as the case may be. The Company will, and will cause each
of its Material Subsidiaries to, keep books, records and accounts which, in reasonable detail,
accurately reflect all transactions and dispositions of assets. The Company has devised a system
of internal accounting controls sufficient to provide reasonable assurances that its respective
books, records, and accounts accurately reflect all transactions and dispositions of Consolidated
Total Assets of the Company and the Company will continue to maintain such system.



Section 9.7 Subsidiary Guarantors. The Company will cause each of its Subsidiaries that
guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or
co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility
to concurrently therewith:




(a) enter into an agreement (substantially in the form of Schedule 2 attached hereto)
providing for the guaranty by such Subsidiary, on a joint and several basis with all other
such Subsidiaries, of (i) the prompt payment in full when due of all amounts payable by the
Company pursuant to the Notes (whether for principal, interest, Make-Whole Amount or
otherwise) and this Agreement, including, without limitation, all indemnities, fees and
expenses payable by the Company thereunder and (ii) the prompt, full and faithful
performance, observance and discharge by the Company of each and every covenant, agreement,
undertaking and provision required pursuant to the Notes or this Agreement to be performed,
observed or discharged by it (a “Subsidiary Guaranty”); and




(b) deliver the following to each holder of a Note:




(i) an executed counterpart of such Subsidiary Guaranty;




(ii) a certificate signed by an authorized responsible officer of such
Subsidiary containing representations and warranties on behalf of such Subsidiary to
the same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6 and
5.7 of this Agreement (but with respect to such Subsidiary and such Subsidiary
Guaranty rather than the Company);




(iii) all documents as may be reasonably requested by the Required Holders to
evidence the due organization, continuing existence and good standing of such
Subsidiary and the due authorization by all requisite action on the part of such
Subsidiary of the execution and delivery of such Subsidiary Guaranty and the
performance by such Subsidiary of its obligations thereunder; and




(iv) an opinion of counsel reasonably satisfactory to the Required Holders
covering such matters relating to such Subsidiary and such Subsidiary Guaranty as
the Required Holders may reasonably request.



Although it will not be a Default or an Event of Default if the Company fails to comply with
any provision of Section 9 on or after the Execution Date and prior to the First Closing, if such a
failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of the
First Closing that is specified in Section 3.




	 	 	Section 10. Negative Covenants.





From the Execution Date until the First Closing and thereafter, so long as any of the Notes
are outstanding, the Company covenants that:



Section 10.1. Transactions with Affiliates. The Company will not and will not permit any
Subsidiary to enter into directly or indirectly any Material transaction or Material group of
related transactions (including without limitation the purchase, lease, sale or exchange of
properties of any kind or the rendering of any service) with any Affiliate (other than the Company
or another Subsidiary), except pursuant to the reasonable requirements of the Company’s or such
Subsidiary’s business and, except for any transaction that does not require approval by the
Pennsylvania Public Utility Commission (the “PUC”) or any transaction that has been approved by the
PUC, upon fair and reasonable terms no less favorable to the Company or such Subsidiary than would
be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.



Section 10.2. Merger, Consolidation, Etc. The Company will not consolidate with or merge with
any other Person or convey, transfer or lease all or substantially all of its assets in a single
transaction or series of transactions to any Person unless:




(a) the successor formed by such consolidation or the survivor of such merger or the
Person that acquires by conveyance, transfer or lease all or substantially all of the assets
of the Company as an entirety, as the case may be, shall be a solvent corporation or limited
liability company organized and existing under the laws of the United States or any state
thereof (including the District of Columbia), and, if the Company is not such corporation or
limited liability company, such corporation or limited liability company shall have executed
and delivered to each holder of any Notes its assumption of the due and punctual performance
and observance of each covenant and condition of this Agreement and the Notes;




(b) each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the
time such transaction or each transaction in such a series of transactions occurs reaffirms
its obligations under such Subsidiary Guaranty in writing at such time pursuant to
documentation that is reasonably acceptable to the Required Holders; and




(c) immediately before and immediately after giving effect to such transaction or each
transaction in any such series of transactions, no Default or Event of Default shall have
occurred and be continuing.



No such conveyance, transfer or lease of substantially all of the assets of the Company shall have
the effect of releasing the Company or any successor corporation or limited liability company that
shall theretofore have become such in the manner prescribed in this Section 10.2 from its liability
under this Agreement or the Notes.



Section 10.3. Line of Business. The Company will not and will not permit any Material
Subsidiary to engage in any business other than the businesses conducted by the Borrower and its
Subsidiaries as of the date of the First Closing and business activities reasonably related or
ancillary thereto, including any Midstream Business.



Section 10.4. Terrorism Sanctions Regulations. The Company will not and will not permit any
Controlled Entity (a) to become (including by virtue of being owned or controlled by a Blocked
Person), own or control a Blocked Person or any Person that is the target of sanctions imposed by
the United Nations or by the European Union, or (b) directly or indirectly to have any investment
in or engage in any dealing or transaction (including, without limitation, any investment, dealing
or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or
transaction (i) would cause any Purchaser or holder to be in violation of any law or regulation
applicable to such Purchaser or holder, or (ii) is prohibited by or subject to sanctions under any
U.S. Economic Sanctions, or (c) to engage, nor shall any Affiliate of either engage, in any
activity that could subject such Person or any Purchaser or holder to sanctions under CISADA or any
similar law or regulation with respect to Iran or any other country that is subject to U.S.
Economic Sanctions.



Section 10.5. Liens. The Company will not 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:




(a) Permitted Liens;




(b) Liens upon any property acquired, constructed or improved after the date hereof by
the Company 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 Indebtedness 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;




(c) the Liens existing on February 29, 2016 and described on Schedule 5.15hereto;




(d) Liens on property of a Person existing at the time such Person is merged into or
consolidated with the Company or any Subsidiary or becomes a Subsidiary of the Company 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 Company or
such Subsidiary or acquired by the Company or such Subsidiary or those assets so acquired,
as the case may be;




(e) Liens arising from legal proceedings being contested by the Company in good faith
by appropriate legal or administrative proceedings;




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




(g) 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 the greater of (i) 2.00% of
Consolidated Total Assets or (ii) $50,000,000, at any time outstanding;




(h) Liens arising pursuant to any Non-recourse Debt;




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




(j) 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
Company’s Consolidated Total Assets or materially impair the use thereof in the operation of
its business;




(k) the replacement, extension or renewal of any Lien permitted by clause (c) or
(d) 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 Indebtedness secured thereby; and




(l) other Liens securing Indebtedness of the Company or any Subsidiary; provided that
the aggregate principal amount of Indebtedness at any time outstanding secured by Liens
described in this clause (m) is permitted by Section 10.6(b); and provided further
that notwithstanding the foregoing, the Company shall not, and shall not permit any of its
Subsidiaries to, secure pursuant to this clause (m) any Indebtedness outstanding under or
pursuant to any Material Credit Facility unless and until the Notes (and any guaranty
delivered in connection therewith) shall concurrently be secured equally and ratably with
such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in
substance and in form and opinions of counsel to the Company and/or any such Subsidiary, as
the case may be, from counsel that is reasonably acceptable to the Required Holders.



Section 10.6. Financial Covenants.



(a) Leverage Ratio. The Company will maintain a ratio of Consolidated Indebtedness
to Consolidated Total Capital of not greater than 0.65 to 1.00.



(b) Priority Debt Ratio. The Company will not at any time permit Consolidated Priority Debt
to exceed 10% of Consolidated Total Assets.



Section 10.7. Sale of Assets. The Company will not, nor will it permit any Subsidiary to,
lease, sell or otherwise dispose of its Property to any other Person, except:




(a) sales of inventory, or used, worn-out, surplus or obsolete equipment, all in the
ordinary course of business;




(b) the sale of equipment to the extent that such equipment is exchanged for credit
against the purchase price of similar replacement equipment, or the proceeds of such sale
are applied with reasonable promptness to the purchase price of such replacement equipment;




(c) intercompany dispositions of property;




(d) the licensing of rights to use intellectual property in the ordinary course of
business or in settlement of any litigation or claims in respect of intellectual property
and the leasing of real property or equipment in the ordinary course of business or as part
of or incidental to the provision of transitional services to a purchaser of Property in
connection with a disposition of such Property permitted by this Agreement; and




(e) any lease, sale or other disposition of its Property that, together with all other
Property of the Company and its Subsidiaries previously leased, sold or disposed of pursuant
to this clause (e) during the twelve month period ending on the date such lease, sale or
other disposition occurs, do not constitute a Substantial Portion of the Property of the
Company and its Subsidiaries.



To the extent that the Net Proceeds Amount for any asset disposition to a Person (other than an
Affiliate of the Company or Subsidiary thereof) is applied to a Debt Prepayment Application or a
Property Reinvestment Application within one year after such asset disposition, then such asset
disposition (or, if less than all such Net Proceeds Amount is applied as contemplated hereinabove,
the pro rata percentage thereof which corresponds to the Net Proceeds Amount so applied), shall be
deemed not to be an asset disposition.



Although it will not be a Default or an Event of Default if the Company fails to comply with
any provision of Section 10 on or after the Execution Date and prior to the First Closing, if such
a failure occurs, then any of the Purchasers may elect not to purchase the Notes on the date of the
First Closing that is specified in Section 3.




	 	 	Section 11. Events of Default.





An “Event of Default” shall exist if any of the following conditions or events shall occur and
be continuing:




(a) the Company defaults in the payment of any principal or Make-Whole Amount, if any,
on any Note when the same becomes due and payable, whether at maturity or at a date fixed
for prepayment or by declaration or otherwise; or




(b) the Company defaults in the payment of any interest on any Note for more than five
Business Days after the same becomes due and payable; or




(c) the Company defaults in the performance of or compliance with any term contained in
Section 7.1(d) or Sections 10.2 or 10.6; or




(d) the Company or any Subsidiary Guarantor defaults in the performance of or
compliance with any term contained herein (other than those referred to in Sections 11(a),
(b) and (c)) or in any Subsidiary Guaranty and such default is not remedied within 30 days
after the earlier of (i) a Responsible Officer obtaining actual knowledge of such default
and (ii) the Company receiving written notice of such default from any holder of a Note (any
such written notice to be identified as a “notice of default” and to refer specifically to
this Section 11(d)); or




(e) (i) any representation or warranty made in writing by or on behalf of the Company
or by any officer of the Company in this Agreement or any writing furnished in connection
with the transactions contemplated hereby proves to have been false or incorrect in any
material respect on the date as of which made, or (ii) any representation or warranty made
in writing by or on behalf of any Subsidiary Guarantor or by any officer of such Subsidiary
Guarantor in any Subsidiary Guaranty or any writing furnished in connection with such
Subsidiary Guaranty proves to have been false or incorrect in any material respect on the
date as of which made; or




(f) (i) the Company or any Significant Subsidiary is in default (as principal or as
guarantor or other surety) in the payment of any principal of or premium or make-whole
amount or interest on any Indebtedness that is outstanding in an aggregate principal amount
equal to at least 2.00% of Consolidated Total Assets beyond any period of grace provided
with respect thereto; or (ii) the Company or any Significant Subsidiary is in default in the
performance of or compliance with any term of any evidence of any Indebtedness in an
aggregate outstanding principal amount equal to at least 2.00% of Consolidated Total Assets
or of any mortgage, indenture or other agreement relating thereto or any other condition
exists, and as a consequence of such default or condition, such Indebtedness has become or
has been declared due and payable before its stated maturity or before its regularly
scheduled dates of payment; or




(g) the Company or any Significant Subsidiary (i) is generally not paying, or admits in
writing its inability to pay, its debts as they become due, (ii) files, or consents by
answer or otherwise to the filing against it of, a petition for relief or reorganization or
arrangement or any other petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction,
(iii) makes an assignment for the benefit of its creditors, (iv) consents to the appointment
of a custodian, receiver, trustee or other officer with similar powers with respect to it or
with respect to any substantial part of its property, (v) is adjudicated as insolvent or to
be liquidated, or (vi) takes corporate action for the purpose of any of the foregoing; or




(h) a court or other Governmental Authority of competent jurisdiction enters an order
appointing, without consent by the Company or any of its Significant Subsidiaries, a
custodian, receiver, trustee or other officer with similar powers with respect to it or with
respect to any substantial part of its property, or constituting an order for relief or
approving a petition for relief or reorganization or any other petition in bankruptcy or for
liquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or
ordering the dissolution, winding-up or liquidation of the Company or any of its Significant
Subsidiaries, or any such petition shall be filed against the Company or any of its
Significant Subsidiaries and such petition shall not be dismissed within 60 days; or




(i) one or more final judgments or orders for the payment of money aggregating in
excess of 2.00% of Consolidated Total Assets, including, without limitation, any such final
order enforcing a binding arbitration decision, are rendered against one or more of the
Company and its Significant Subsidiaries and which judgments are not, within 30 days after
entry thereof, bonded, discharged or stayed pending appeal, or are not discharged within 30
days after the expiration of such stay; or




(j) if (1)(i) any Plan shall fail to satisfy the minimum funding standards of ERISA or
the Code for any plan year or part thereof or a waiver of such standards or extension of any
amortization period is sought or granted under section 412 of the Code, (ii) a notice of
intent to terminate any Plan shall have been or is reasonably expected to be filed with the
PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or
appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any
ERISA Affiliate that a Plan may become a subject of any such proceedings, (iii) the
aggregate “amount of unfunded benefit liabilities” (within the meaning of section
4001(a)(18) of ERISA) under all Plans, determined in accordance with Title IV of ERISA,
shall exceed the aggregate current value of the assets allocable to such benefit
liabilities, (iv) the Company or any ERISA Affiliate shall have incurred or is reasonably
expected to incur any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans, (v) the Company or any ERISA
Affiliate withdraws from any Multiemployer Plan, or (vi) the Company or any Subsidiary
establishes or amends any employee welfare benefit plan that provides post-employment
welfare benefits in a manner that would increase the liability of the Company or any
Subsidiary thereunder; and (2) any such event or events described in clauses (i) through
(vi) above, either individually or together with any other such event or events, would
reasonably be expected to have a Material Adverse Effect. As used in this Section 11(j),
the terms “employee benefit plan” and “employee welfare benefit plan” shall have the
respective meanings assigned to such terms in section 3 of ERISA; or




(k) any Subsidiary Guaranty shall cease to be in full force and effect, any Subsidiary
Guarantor or any Person acting on behalf of any Subsidiary Guarantor shall contest in any
manner the validity, binding nature or enforceability of any Subsidiary Guaranty, or the
obligations of any Subsidiary Guarantor under any Subsidiary Guaranty are not or cease to be
legal, valid, binding and enforceable in accordance with the terms of such Subsidiary
Guaranty.




	 	 	Section 12. Remedies on Default, Etc.





Section 12.1. Acceleration. (a) If an Event of Default with respect to the Company described
in Section 11(g) or (h) (other than an Event of Default described in clause (i) of Section 11(g) or
described in clause (vi) of Section 11(g) by virtue of the fact that such clause encompasses clause
(i) of Section 11(g)) has occurred, all the Notes then outstanding shall automatically become
immediately due and payable.



(b) If any other Event of Default has occurred and is continuing, the Required Holders may at
any time at its or their option, by notice or notices to the Company, declare all the Notes then
outstanding to be immediately due and payable.



(c) If any Event of Default described in Section 11(a), (b) or (f) has occurred and is
continuing, any holder or holders of Notes at the time outstanding affected by such Event of
Default may at any time, at its or their option, by notice or notices to the Company, declare all
the Notes held by it or them to be immediately due and payable.



Upon any Notes becoming due and payable under this Section 12.1, whether automatically or by
declaration, such Notes will forthwith mature and the entire unpaid principal amount of such Notes,
plus (x) all accrued and unpaid interest thereon (including, but not limited to, interest accrued
thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal
amount (to the full extent permitted by applicable law), shall all be immediately due and payable,
in each and every case without presentment, demand, protest or further notice, all of which are
hereby waived. The Company acknowledges, and the parties hereto agree, that each holder of a Note
has the right to maintain its investment in the Notes free from repayment by the Company (except as
herein specifically provided for) and that the provision for payment of a Make-Whole Amount by the
Company in the event that the Notes are prepaid or are accelerated as a result of an Event of
Default, is intended to provide compensation for the deprivation of such right under such
circumstances.



Section 12.2. Other Remedies. If any Default or Event of Default has occurred and is
continuing, and irrespective of whether any Notes have become or have been declared immediately due
and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to
protect and enforce the rights of such holder by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement contained herein or
in any Note or Subsidiary Guaranty, or for an injunction against a violation of any of the terms
hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or
otherwise.



Section 12.3. Rescission. At any time after any Notes have been declared due and payable
pursuant to Section 12.1(b) or (c), the Required Holders in principal amount of the Notes then
outstanding, by written notice to the Company, may rescind and annul any such declaration and its
consequences if (a) the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid other than by
reason of such declaration, and all interest on such overdue principal and Make-Whole Amount, if
any, and (to the extent permitted by applicable law) any overdue interest in respect of the Notes,
at the Default Rate, (b) neither the Company nor any other Person shall have paid any amounts which
have become due solely by reason of such declaration, (c) all Events of Default and Defaults, other
than non-payment of amounts that have become due solely by reason of such declaration, have been
cured or have been waived pursuant to Section 17, and (d) no judgment or decree has been entered
for the payment of any monies due pursuant hereto or to the Notes. No rescission and annulment
under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or
impair any right consequent thereon.



Section 12.4. No Waivers or Election of Remedies, Expenses, Etc. No course of dealing and no
delay on the part of any holder of any Note in exercising any right, power or remedy shall operate
as a waiver thereof or otherwise prejudice such holder’s rights, powers or remedies. No right,
power or remedy conferred by this Agreement, any Subsidiary Guaranty or any Note upon any holder
thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now
or hereafter available at law, in equity, by statute or otherwise. Without limiting the
obligations of the Company under Section 15, the Company will pay to the holder of each Note on
demand such further amount as shall be sufficient to cover all costs and expenses of such holder
incurred in any enforcement or collection under this Section 12, including, without limitation,
reasonable attorneys’ fees, expenses and disbursements.




	 	 	Section 13. Registration; Exchange; Substitution of Notes.





Section 13.1. Registration of Notes. The Company shall keep at its principal executive office
a register for the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address of each transferee
of one or more Notes shall be registered in such register. If any holder of one or more Notes is a
nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be
registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s
option, either such beneficial owner or its nominee may execute any amendment, waiver or consent
pursuant to this Agreement. Prior to due presentment for registration of transfer, the Person(s)
in whose name any Note(s) shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and the Company shall not be affected by any notice or knowledge
to the contrary. The Company shall give to any holder of a Note that is an Institutional Investor
promptly upon request therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.



Section 13.2. Transfer and Exchange of Notes. Upon surrender of any Note to the Company at
the address and to the attention of the designated officer (all as specified in Section 18(iii)),
for registration of transfer or exchange (and in the case of a surrender for registration of
transfer accompanied by a written instrument of transfer duly executed by the registered holder of
such Note or such holder’s attorney duly authorized in writing and accompanied by the relevant
name, address and other information for notices of each transferee of such Note or part thereof),
within ten Business Days thereafter, the Company shall execute and deliver, at the Company’s
expense (except as provided below), one or more new Notes (as requested by the holder thereof) in
exchange therefor, of the same series and in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to such Person as
such holder may request and shall be substantially in the form of Schedule 1-A, Schedule 1-B or
Schedule 1-C, as applicable. Each such new Note shall be dated and bear interest from the date to
which interest shall have been paid on the surrendered Note or dated the date of the surrendered
Note if no interest shall have been paid thereon. The Company may require payment of a sum
sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of
Notes. Notes shall not be transferred in denominations of less than $5,000,000, provided that, if
necessary to enable the registration of transfer by a holder of its entire holding of Notes, one
Note may be in a denomination of less than $5,000,000. Any transferee, by its acceptance of a Note
registered in its name (or the name of its nominee), shall be deemed to have made the
representation set forth in Section 6.2. If a transferee is relying on clauses (c), (d), (e) or
(g) of Section 6.2, it shall provide the written disclosure required in such clauses to the Company
at least six Business Days prior to the transfer of a Note and if the Company reasonably
determines, based upon an opinion of counsel it furnishes to the transferor and the transferee not
less than one Business Day prior to the proposed transfer, that the transfer could reasonably be
prohibited under section 406 of ERISA, such transfer shall not be effectuated until such time, if
any, as the transferee represents that it is relying on other clauses of Section 6.2 or the Company
determines that the proposed transfer would not be prohibited by section 406 of ERISA.



Section 13.3. Replacement of Notes. Upon receipt by the Company at the address and to the
attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably
satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from such Institutional
Investor of such ownership and such loss, theft, destruction or mutilation), and




(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to
it (provided that if the holder of such Note is, or is a nominee for, an original Purchaser
or another holder of a Note with a minimum net worth of at least $100,000,000 or a Qualified
Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to
be satisfactory), or




(b) in the case of mutilation, upon surrender and cancellation thereof,



within ten Business Days thereafter, the Company at its own expense shall execute and deliver, in
lieu thereof, a new Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date
of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.




	 	 	Section 14. Payments on Notes.





Section 14.1. Place of Payment. Subject to Section 14.2, payments of principal, Make-Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made in New York, New
York at the principal office of J.P. Morgan in such jurisdiction. The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so long as such place of
payment shall be either the principal office of the Company in such jurisdiction or the principal
office of a bank or trust company in such jurisdiction.



Section 14.2. Home Office Payment. So long as any Purchaser or its nominee shall be the
holder of any Note, and notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal, Make-Whole Amount,
if any, interest and all other amounts becoming due hereunder by the method and at the address
specified for such purpose below such Purchaser’s name in Schedule B, or by such other method or at
such other address as such Purchaser shall have from time to time specified to the Company in
writing for such purpose, without the presentation or surrender of such Note or the making of any
notation thereon, except that upon written request of the Company made concurrently with or
reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender
such Note for cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated by the Company
pursuant to Section 14.1. Prior to any sale or other disposition of any Note held by a Purchaser
or its nominee, such Purchaser will, at its election, either endorse thereon the amount of
principal paid thereon and the last date to which interest has been paid thereon or surrender such
Note to the Company in exchange for a new Note or Notes pursuant to Section 13.2. The Company will
afford the benefits of this Section 14.2 to any Institutional Investor that is the direct or
indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the
same agreement relating to such Note as the Purchasers have made in this Section 14.2.




	 	 	Section 15. Expenses, Etc.





Section 15.1. Transaction Expenses. Whether or not the transactions contemplated hereby are
consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of a
special counsel and, with respect to any costs or expenses arising after the First Closing, if
reasonably required by the Required Holders, local or other counsel) incurred by the Purchasers and
each other holder of a Note in connection with such transactions and in connection with any
amendments, waivers or consents under or in respect of this Agreement, any Subsidiary Guaranty or
the Notes (whether or not such amendment, waiver or consent becomes effective), including, without
limitation: (a) the costs and expenses incurred in enforcing or defending (or determining whether
or how to enforce or defend) any rights under this Agreement, any Subsidiary Guaranty or the Notes
or in responding to any subpoena or other legal process or informal investigative demand issued in
connection with this Agreement, any Subsidiary Guaranty or the Notes, or by reason of being a
holder of any Note, (b) the costs and expenses, including financial advisors’ fees, incurred in
connection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with
any work-out or restructuring of the transactions contemplated hereby and by the Notes and any
Subsidiary Guaranty and (c) the costs and expenses incurred in connection with the initial filing
of this Agreement and all related documents and financial information with the SVO provided, that
such costs and expenses under this clause (c) shall not exceed $3,500.00 for each series. The
Company will pay, and will save each Purchaser and each other holder of a Note harmless from, (i)
all claims in respect of any fees, costs or expenses, if any, of brokers and finders (other than
those, if any, retained by a Purchaser or other holder in connection with its purchase of the
Notes) and (ii) any and all wire transfer fees that any bank deducts from any payment under such
Note to such holder or otherwise charges to a holder of a Note with respect to a payment under such
Note.



Section 15.2. Survival. The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this
Agreement, any Subsidiary Guaranty or the Notes, and the termination of this Agreement.




	 	 	Section 16. Survival of Representations and Warranties; Entire Agreement.





All representations and warranties contained herein shall survive the execution and delivery
of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion
thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent
holder of a Note, regardless of any investigation made at any time by or on behalf of such
Purchaser or any other holder of a Note. All statements contained in any certificate or other
instrument delivered by or on behalf of the Company pursuant to this Agreement shall be deemed
representations and warranties of the Company under this Agreement. Subject to the preceding
sentence, this Agreement, the Notes and any Subsidiary Guaranties embody the entire agreement and
understanding between each Purchaser and the Company and supersede all prior agreements and
understandings relating to the subject matter hereof.




	 	 	Section 17. Amendment and Waiver. 





Section 17.1. Requirements. This Agreement and the Notes may be amended, and the observance
of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with
the written consent of the Company and the Required Holders, except that:




(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any
defined term (as it is used therein), will be effective as to any Purchaser unless consented
to by such Purchaser in writing; and




(b) no amendment or waiver may, without the written consent of each Purchaser and the
holder of each Note at the time outstanding, (i) subject to Section 12 relating to
acceleration or rescission, change the amount or time of any prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of computation of
(x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentage of the
principal amount of the Notes the holders of which are required to consent to any amendment
or waiver or the principal amount of the Notes that the Purchasers are to purchase pursuant
to Section 2 upon satisfaction of the conditions to each Closing that appear in Section 4,
or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section
8.2), 11(a), 11(b), 12, 17 or 20.



Section 17.2. Solicitation of Holders of Notes.



(a) Solicitation. The Company will provide each Purchaser and each holder of a Note with
sufficient information, sufficiently far in advance of the date a decision is required, to enable
such Purchaser and such holder to make an informed and considered decision with respect to any
proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or
any Subsidiary Guaranty. The Company will deliver executed or true and correct copies of each
amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to
each Purchaser and each holder of a Note promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite Purchasers or holders of Notes.



(b) Payment. The Company will not directly or indirectly pay or cause to be paid any
remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any
security or provide other credit support, to any Purchaser or holder of a Note as consideration for
or as an inducement to the entering into by such Purchaser or holder of any waiver or amendment of
any of the terms and provisions hereof or of any Subsidiary Guaranty or any Note unless such
remuneration is concurrently paid, or security is concurrently granted or other credit support
concurrently provided, on the same terms, ratably to each Purchaser and each holder of a Note even
if such Purchaser or holder did not consent to such waiver or amendment.



(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 17 or
any Subsidiary Guaranty which contains or is in contemplation of a current or future offer of
prepayment or repurchase, or any consent given pursuant to this Section by a holder of a Note that
has transferred or has agreed to transfer its Note to the Company, any Subsidiary or any Affiliate
or any other Person acting in concert with the Company or any of its Subsidiaries or Affiliates in
connection with such consent shall be void and of no force or effect except solely as to such
holder, and any amendments effected or waivers granted or to be effected or granted that would not
have been or would not be so effected or granted but for such consent (and the consents of all
other holders of Notes that were acquired under the same or similar conditions) shall be void and
of no force or effect except solely as to such holder.



Section 17.3. Binding Effect, etc. Any amendment or waiver consented to as provided in this
Section 17 or any Subsidiary Guaranty applies equally to all Purchasers and holders of Notes and is
binding upon them and upon them and upon each future holder of any Note and upon the Company
without regard to whether such Note has been marked to indicate such amendment or waiver. No such
amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event
of Default not expressly amended or waived or impair any right consequent thereon. No course of
dealing between the Company and any Purchaser or holder of a Note and no delay in exercising any
rights hereunder or under any Note or Subsidiary Guaranty shall operate as a waiver of any rights
of any Purchaser or holder of such Note.



Section 17.4. Notes Held by Company, etc. Solely for the purpose of determining whether the
holders of the requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this Agreement, any
Subsidiary Guaranty or the Notes, or have directed the taking of any action provided herein or in
any Subsidiary Guaranty or the Notes to be taken upon the direction of the holders of a specified
percentage of the aggregate principal amount of Notes then outstanding, Notes directly or
indirectly owned by the Company or any of its Affiliates shall be deemed not to be outstanding.




	 	 	Section 18. Notices.





Except to the extent otherwise provided in Section 7.4, all notices and communications
provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day
sends a confirming copy of such notice by an internationally recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by an internationally recognized overnight delivery service (with charges
prepaid). Any such notice must be sent:




(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address
specified for such communications in Schedule B, or at such other address as such Purchaser
or nominee shall have specified to the Company in writing;




(ii) if to any other holder of any Note, to such holder at such address as such other
holder shall have specified to the Company in writing; or




(iii) if to the Company, to the Company at its address set forth at the beginning
hereof to the attention of the Treasurer, or at such other address as the Company shall have
specified to the holder of each Note in writing.



	 	 	 
	Notices under this Section 18 will be deemed given only when actually received.

	Section 19.

	 	Reproduction of Documents.






This Agreement and all documents relating thereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed, (b) documents received by any
Purchaser at any Closing (except the Notes themselves), and (c) financial statements, certificates
and other information previously or hereafter furnished to any Purchaser, may be reproduced by such
Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such
Purchaser may destroy any original document so reproduced. The Company agrees and stipulates that,
to the extent permitted by applicable law, any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by such Purchaser in the regular course of
business) and any enlargement, facsimile or further reproduction of such reproduction shall
likewise be admissible in evidence. This Section 19 shall not prohibit the Company or any other
holder of Notes from contesting any such reproduction to the same extent that it could contest the
original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.




	 	 	Section 20. Confidential Information.





For the purposes of this Section 20, “Confidential Information” means information delivered to
any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions
contemplated by or otherwise pursuant to this Agreement that is proprietary in nature, provided
that such term does not include information that (a) was publicly known or otherwise known to such
Purchaser prior to the time of such disclosure, (b) subsequently becomes publicly known through no
act or omission by such Purchaser or any Person acting on such Purchaser’s behalf, (c) otherwise
becomes known to such Purchaser other than through disclosure by the Company or any Subsidiary or
(d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are
otherwise publicly available. Each Purchaser will maintain the confidentiality of such
Confidential Information in accordance with procedures adopted by such Purchaser in good faith to
protect confidential information of third parties delivered to such Purchaser, provided that such
Purchaser may deliver or disclose Confidential Information to (i) its directors, officers,
employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably
relates to the administration of the investment represented by its Notes), (ii) its auditors,
financial advisors and other professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with this Section 20, (iii) any other holder of any Note,
(iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof
or any participation therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by this Section 20), (v) any Person from which it offers to
purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of
such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory
authority having jurisdiction over such Purchaser, (vii) the NAIC or the SVO or, in each case, any
similar organization, or any nationally recognized rating agency that requires access to
information about such Purchaser’s investment portfolio, or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule,
regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal
process, (y) in connection with any litigation to which such Purchaser is a party or (z) if an
Event of Default has occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the
protection of the rights and remedies under such Purchaser’s Notes, this Agreement or any
Subsidiary Guaranty, provided, however, that the Purchasers shall to the extent legally permissable
use their commercially reasonable efforts to give prior notice to the Company of information
disclosed pursuant to clauses (vi) through (viii) of this Section 20, but that the failure to do so
would not constitute a violation of this Agreement. Each holder of a Note, by its acceptance of a
Note, will be deemed to have agreed to be bound by and to be entitled to the benefits of this
Section 20 as though it were a party to this Agreement. On reasonable request by the Company in
connection with the delivery to any holder of a Note of information required to be delivered to
such holder under this Agreement or requested by such holder (other than a holder that is a party
to this Agreement or its nominee), such holder will enter into an agreement with the Company
embodying this Section 20.



In the event that as a condition to receiving access to information relating to the Company or
its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this
Agreement, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking
(whether through IntraLinks, another secure website, a secure virtual workspace or otherwise) which
is different from this Section 20, this Section 20 shall not be amended thereby and, as between
such Purchaser or such holder and the Company, this Section 20 shall supersede any such other
confidentiality undertaking.




	 	 	Section 21. Substitution of Purchaser.





Each Purchaser shall have the right to substitute any one of its Affiliates or another
Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the
purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Company,
which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain
such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a
confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations
set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this
Agreement (other than in this Section 21), shall be deemed to refer to such Substitute Purchaser in
lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as
a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser
all of the Notes then held by such Substitute Purchaser, upon receipt by the Company of notice of
such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other
than in this Section 21), shall no longer be deemed to refer to such Substitute Purchaser, but
shall refer to such original Purchaser, and such original Purchaser shall again have all the rights
of an original holder of the Notes under this Agreement.




	 	 	Section 22. Miscellaneous.





Section 22.1. Successors and Assigns. All covenants and other agreements contained in this
Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent holder of a Note)
whether so expressed or not.



Section 22.2. Accounting Terms. All accounting terms used herein which are not expressly
defined in this Agreement have the meanings respectively given to them in accordance with GAAP.
Except as otherwise specifically provided herein, (i) all computations made pursuant to this
Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be
prepared in accordance with GAAP.



Section 22.3. Severability. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by
law) not invalidate or render unenforceable such provision in any other jurisdiction.



Section 22.4. Construction, Etc. Each covenant contained herein shall be construed (absent
express provision to the contrary) as being independent of each other covenant contained herein, so
that compliance with any one covenant shall not (absent such an express contrary provision) be
deemed to excuse compliance with any other covenant. Where any provision herein refers to action
to be taken by any Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.



Section 22.5. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be an original but all of which together shall constitute one instrument. Each
counterpart may consist of a number of copies hereof, each signed by less than all, but together
signed by all, of the parties hereto.



Section 22.6. Governing Law. This Agreement shall be construed and enforced in accordance
with, and the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would permit the application of
the laws of a jurisdiction other than such State.



Section 22.7. Jurisdiction and Process; Waiver of Jury Trial. (a) The Company irrevocably
submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the
Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or
relating to this Agreement or the Notes. To the fullest extent permitted by applicable law, the
Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise,
any claim that it is not subject to the jurisdiction of any such court, any objection that it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in
any such court and any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.



(b) The Company consents to process being served by or on behalf of any holder of Notes in any
suit, action or proceeding of the nature referred to in Section 22.7(a) by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage prepaid,
return receipt requested, to it at its address specified in Section 18 or at such other address of
which such holder shall then have been notified pursuant to said Section. The Company agrees that
such service upon receipt (i) shall be deemed in every respect effective service of process upon it
in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial delivery service.



(c) Nothing in this Section 22.7 shall affect the right of any holder of a Note to serve
process in any manner permitted by law, or limit any right that the holders of any of the Notes may
have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to
enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.



(d) The parties hereto hereby waive trial by jury in any action brought on or with respect
to this Agreement, the Notes or any other document executed in connection herewith or
therewith.



* * * * *




If you are in agreement with the foregoing, please sign the form of agreement on a
counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a
binding agreement between you and the Company.




	 	 	 	Very
truly yours,






	 	 	 	UGI Utilities, Inc. 






	 	 	 	By
/s/ Daniel J. Platt






	 	 	Name: Daniel J. Platt

Title: Vice President — Finance and Chief

Financial Officer




2









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Metropolitan Life Insurance Company






	 	 	 	General American Life Insurance Company






	 	 	 	by
Metropolitan Life Insurance Company, its
Investment Manager





	 	 	 
	By
	 	_/s/ John A. Wills—

	 	 	 

	 	 	Title: John A. Wills

Name: Managing Director








	 	 	Lincoln Benefit Life Company






	 	 	 	by
MetLife Investment Advisors, LLC, Its
Investment Manager






	 	 	 	MetLife Insurance K.K.






	 	 	 	by
MetLife Investment Advisors, LLC, Its
Investment Manager






	 	 	 	By
_/s/ C. Scott
Inglis      






	 	 	Title: C. Scott Inglis

Name: Managing Director






	 	 	 	Union Fidelity Life Insurance Company






	 	 	 	by
MetLife Investment Advisors, LLC, Its
Investment Adviser






	 	 	 	By
_/s/ C. Scott
Inglis      






	 	 	Title: C. Scott Inglis

Name: Managing Director




3









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Prudential Legacy Insurance Company of New
Jersey





	 	 	 
	By:
	 	PGIM, Inc., as investment manager

	 	 	By—/s/ BL—

	 	 	 

	 	 	Vice President








	 	 	The Prudential Insurance Company of America






By—/s/ BL      

Vice President




4



This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	New York Life Insurance Company





	 	 	 
	By
	 	_/s/ Colleen C. Cooney

	 	 	 

	 	 	Title: Colleen C. Cooney

Name: Corporate Vice President








	 	 	New York Life Insurance and Annuity
Corporation






	 	 	 	By:
NYL Investors LLC, its Investment Manager





	 	 	 
	By
	 	_/s/ Colleen C. Cooney

	 	 	 

	 	 	Title: Colleen C. Cooney

Name: Senior Director







5




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Voya Insurance and Annuity Company






	 	 	 	Voya Retirement Insurance and Annuity Company






	 	 	 	Reliastar Life Insurance Company






	 	 	 	Security Life of Denver Insurance Company






	 	 	 	By:
Voya Investment Management LLC, as Agent





	 	 	 
	By
	 	_/s/ Christopher P. Lyons—

	 	 	 

	 	 	Title: Christopher P. Lyons

Name: Managing Director







6




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Teachers Insurance and Annuity Association of
America






	 	 	 	By
/s/ Joseph R. Cantey






	 	 	Name: Joseph R. Cantey

Title: Senior Director




7









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	John Hancock Life Insurance Company
(U.S.A.)





	 	 	 
	By
	 	_/s/ K. Pradeep Kumar—

	 	 	 

	 	 	Title: K. Pradeep Kumar

Name: Managing Director







8




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	The Northwestern Mutual Life Insurance
Company






	 	 	 	By
Northwestern Mutual Investment Management
Company, LLC, its investment adviser






	 	 	 	By
/s/ Howard Stern






	 	 	Name: Howard Stern

Title: Managing Director






	 	 	 	The Northwestern Mutual Life Insurance
Company for its Group Annuity Separate
Account 






	 	 	 	By
/s/ Howard Stern






	 	 	Name: Howard Stern






Its Authorized Representative



9



This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	AXA Equitable Life Insurance Company






	 	 	 	By
_/s/ Amy
Judd      






	 	 	Title: Amy Judd

Name: Investment Officer




10









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	MONY Life Insurance Company of America






	 	 	 	By
_/s/ Amy
Judd      






	 	 	Title: Amy Judd

Name: Investment Officer




11









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Horizon Blue Cross Blue Shield of New
Jersey






	 	 	 	By:
AllianceBernstein LP, its Investment
Advisor





	 	 	 
	By
	 	/s/ Amy Judd

	 	 	 

	 	 	Name: Amy Judd

Title: Senior Vice President







12




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Gerber Life Insurance Company






	 	 	 	By:
AllianceBernstein LP, its Investment
Advisor





	 	 	 
	By
	 	/s/ Amy Judd

	 	 	 

	 	 	Name: Amy Judd

Title: Senior Vice President







13




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	State Farm Life Insurance Company





	 	 	 
	By
	 	_/s/ Julie Hoyer—

	 	 	 

	 	 	Title: Julie Hoyer








	 	 	Name: Investment Executive – Fixed Income





	 	 	 
	By
	 	_/s/ Jeffrey Atwood—

	 	 	 

	 	 	Title: Jeffrey Atwood








	 	 	Name: Investment Professional – Fixed Income






	 	 	 	State Farm Life and Accident Assurance
Company





	 	 	 
	By
	 	_/s/ Julie Hoyer—

	 	 	 

	 	 	Title: Julie Hoyer








	 	 	Name: Investment Executive – Fixed Income





	 	 	 
	By
	 	_/s/ Jeffrey Atwood—

	 	 	 

	 	 	Title: Jeffrey Atwood








	 	 	Name: Investment Professional – Fixed Income






	 	 	 	State Farm Insurance Companies Employee
Retirement Trust





	 	 	 
	By
	 	_/s/ Julie Hoyer—

	 	 	 

	 	 	Title: Julie Hoyer








	 	 	Name: Investment Executive – Fixed Income





	 	 	 
	By
	 	_/s/ Jeffrey Atwood—

	 	 	 

	 	 	Title: Jeffrey Atwood








	 	 	Name: Investment Professional – Fixed Income




14









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	American Equity Investment Life Insurance
Company





	 	 	 
	By
	 	_/s/ Jeffrey A. Fossell—

	 	 	 

	 	 	Name: Jeffrey A. Fossell

Title: Authorized Signatory







15




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Principal Life Insurance Company






	 	 	 	By:
Principal Global Investors, LLC






a Delaware limited liability company,


its authorized signatory




	 	 	 	By
/s/ Anne R.
Cook—






	 	 	Name: Anne R. Cook

Title: Counsel






	 	 	 	By
/s/ James C.
Fifield—






Name: James C. Fifield


Title: Assistant General Counsel



16



This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	American United Life Insurance Company






	 	 	 	      /s/ David M. Weisenburger      






	 	 	Name:
David M. Weisenburger






	 	 	 	Title: VP, Fixed Income Securities






	 	 	 	The State Life Insurance Company






	 	 	 	By:
American United Life Insurance Company






	 	 	 	Its:
Agent






	 	 	 	      /s/ David M. Weisenburger      






	 	 	Name:
David M. Weisenburger






	 	 	 	Title: VP, Fixed Income Securities






	 	 	 	Pioneer Mutual Life Insurance Company 






	 	 	 	By:
American United Life Insurance Company






	 	 	 	Its:
Agent






	 	 	 	      /s/ David M. Weisenburger      






	 	 	Name:
David M. Weisenburger






	 	 	 	Title: VP, Fixed Income Securities




17









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	The Lincoln National Life Insurance Company






	 	 	 	By:
Delaware Investment Advisers,






a series of Delaware Management Business Trust,
Attorney in Fact




By /s/ Karl Spaeth—




	 	 	Name:
Karl Spaeth






	 	 	 	Title: Vice President




18









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	CMFG Life Insurance Company






	 	 	 	By:
MEMBERS Capital Advisors, Inc., acting as
	 
	 	 	 	Investment Advisor






	 	 	 	By:
/s/ Allen R.
Cantrell—






	 	 	Name: Allen R. Cantrell

Title: Managing Director, Investments




19









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Genworth Life Insurance Company






	 	 	 	By:
/s/ Eric M. Boyd—






	 	 	Name: Eric M. Boyd

Title: Investment Officer




20









This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	The Ohio National Life Insurance Company





	 	 	 
	By
	 	_/s/ Annette M. Teders—

	 	 	 

	 	 	Name: Annette M. Teders

Title: Vice President








	 	 	Ohio National Life Assurance Corporation





	 	 	 
	By
	 	_/s/ Annette M. Teders—

	 	 	 

	 	 	Name: Annette M. Teders

Title: Vice President







21




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Phoenix Life Insurance Company





	 	 	 
	By
	 	_/s/ Nelson Correa—

	 	 	 

	 	 	Name: Nelson Correa

Title: Senior Managing Director







22




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Country Life Insurance Company





	 	 	 
	By
	 	_/s/ John A. Jacobs—

	 	 	 

	 	 	Name: John A. Jacobs

Title: Director – Fixed Income







23




This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Woodmen of the World Life Insurance
Society






	 	 	 	By
_/s/ Shawn
Bengston—      






	 	 	Name: Shawn Bengston






Title: Vice President – Investment




	 	 	 	By
_/s/ Dean
Holdsworth      






	 	 	Name: Dean Holdsworth






Title: Director, Mortgage Loan/Real Estate



24



This Agreement is hereby


accepted and agreed to as


of the date hereof.




	 	 	 	Southern Farm Bureau Life Insurance
Company





	 	 	 
	By
	 	     /s/ David Divine—

	 	 	 

	 	 	Name: David Divine

Title: Senior Portfolio Manager







Schedule A




Defined Terms




As used herein, the following terms have the respective meanings set forth below or set forth
in the Section hereof following such term:



“Acquired Subsidiary Indebtedness” means all Indebtedness of any Person which becomes a
Subsidiary after the date of the First Closing or is consolidated with or merged into a Subsidiary
after the date of the First Closing and which (i) is outstanding on the date such Person becomes a
Subsidiary (or such Person is at such time contractually bound, in writing, to incur such
Indebtedness), and (ii) has not been (or is not being) incurred, extended or renewed in
contemplation of such Person becoming a Subsidiary.



“Affiliate” means, at any time, and with respect to any Person, any other Person that at such
time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is
under common Control with, such first Person. As used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a
reference to an Affiliate of the Company.



“Agreement” means this Agreement, including all Schedules attached to this Agreement, as it
may be amended, restated, supplemented or otherwise modified from time to time.



“Anti-Corruption Laws” is defined in Section 5.16(d)(1).



“Anti-Money Laundering Laws” is defined in Section 5.16(c).



“Blocked Person” is defined in Section 5.16(a).



“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday,
a Sunday or a day on which commercial banks in New York City are required or authorized to be
closed, and (b) for the purposes of any other provision of this Agreement, any day other than a
Saturday, a Sunday or a day on which commercial banks in New York, New York or Pennsylvania are
required or authorized to be closed.



“CISADA” is defined in Section 5.16(a).



“Closing” is defined in Section 3.



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



“Company” means UGI Utilities, Inc., a Pennsylvania corporation or any successor that becomes
such in the manner prescribed in Section 10.2.



“Confidential Information” is defined in Section 20.



“Consolidated Indebtedness” means at any time the Indebtedness (other than Non-Recourse Debt)
of the Company and its Subsidiaries calculated on a consolidated basis as of such time.



“Consolidated Priority Debt” means at any time the sum of:




(a) Indebtedness of the Company or any Subsidiaries secured by Liens permitted by
Section 10.5(l), plus (but without duplication)




(b) Indebtedness of Subsidiaries other than:




(i) Indebtedness of Subsidiaries existing as of the date hereof and described
on Schedule 5.15 (and any renewals, extension, or replacement thereof without
increase in the principal amount thereof);




(ii) Indebtedness of Subsidiaries owing to the Company or any Subsidiary;




(iii) Acquired Subsidiary Indebtedness (and any renewal, extension or
replacement thereof without increase in the principal amount thereof), provided that
immediately after such acquired Subsidiary becomes a Subsidiary, no Default or Event
of Default shall exist;




(iv) Indebtedness arising under any derivative transaction protecting against
or benefiting from fluctuations in any rate or price entered into in the ordinary
course of business and not for investment or speculative purposes;




(v) Indebtedness comprising a netting or set-off arrangement entered into by
the Company or a Subsidiary in the ordinary course of its banking arrangements for
the purpose of netting debit and credit balances;




(vi) Indebtedness of Subsidiary Guarantors; and




(vii) Indebtedness of Subsidiaries secured by Liens permitted by
Section 10.5(a) through (k), inclusive.



“Consolidated Total Assets” means the sum of the assets of the Company and its Subsidiaries
determined on a consolidated basis in accordance with GAAP, as shown in the most recent
consolidated financial statements published by the Company and its Subsidiaries.



“Consolidated Total Capital” means at any time with respect to the Company, the sum of
(x) Consolidated Indebtedness plus (y) consolidated stockholders’ equity of the Company 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 and any non-recurring non-cash charges and
any non-recurring non-cash gains will be excluded.



“Controlled Entity” means (i) any of the Subsidiaries of the Company and any of their or the
Company’s respective Controlled Affiliates and (ii) if the Company has a parent company, such
parent company and its Controlled Affiliates. As used in this definition, “Control” means the
possession, directly or indirectly, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise.



“Credit Agreement” means that certain $300,000,000 Credit Agreement dated as of March 25,
2015, among the Company, the lending institutions listed on the signature pages thereof, and
their respective successors and assigns, and PNC Bank, National Association, as Administrative
Agent, and Citizens Bank of Pennsylvania, as Syndication Agent.



“Debt Prepayment Application” means, with respect to any asset disposition, the application by
the Company or any Subsidiary thereof of cash in an amount equal to the Net Proceeds Amount (or
portion thereof) with respect to such asset disposition to pay Senior Indebtedness of the Company
or such Subsidiary (other than Senior Indebtedness in respect of any revolving credit or similar
credit facility providing the Company or any of its Subsidiaries with the right to obtain loans or
other extensions of credit from time to time, except to the extent that in connection with such
payment of Senior Indebtedness, the availability of credit under such credit facility is
permanently reduced by an amount not less than the amount of such proceeds applied to the payment
of such Senior Indebtedness).



“Default” means an event or condition the occurrence or existence of which would, with the
lapse of time or the giving of notice or both, become an Event of Default.



“Default Rate” means that rate of interest that is the greater of (i) 2.00% per annum above
the rate of interest stated in clause (a) of the first paragraph of the Notes or (ii) 2.00% over
the rate of interest publicly announced by Chase Bank, N.A. in New York, New York as its “base” or
“prime” rate.



“Disclosure Documents” is defined in Section 5.3.



“Disposition Prepayment Date” is defined in Section 8.9.



“EDGAR” means the SEC’s Electronic Data Gathering, Analysis and Retrieval System or any
successor SEC electronic filing system for such purposes.



“Environmental Laws” means any and all federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including but
not limited to those related to Hazardous Materials.



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



“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as
a single employer together with the Company under section 414(b) or (c) of the Code (and, for
purposes of section 302 and 303 of ERISA, sections 412 and 430 of the Code and each “applicable
section” under Section 414(t)(2) of the Code, under Section 414(b), (c), (m) and (o) of the Code),
or under Section 4001 of ERISA.



“Event of Default” is defined in Section 11.



“Form 10-K” is defined in Section 7.1(b).



“Form 10-Q” is defined in Section 7.1(a).



“GAAP” means generally accepted accounting principles as in effect from time to time in the
United States of America. Notwithstanding the foregoing for purposes of determining compliance
with any covenant (including the computation of any financial covenant or Defaults) contained
herein, Indebtedness of the Company and any Subsidiary shall be deemed to be carried at 100% of the
outstanding principal amount thereof, notwithstanding the effects of any applicable accounting
standard in effect in GAAP as of the date hereof or hereafter.



“Governmental Authority” means




(a) the government of




(i) the United States of America or any state or other political subdivision
thereof, or




(ii) any other jurisdiction in which the Company or any Subsidiary conducts all
or any part of its business, or which asserts jurisdiction over any properties of
the Company or any Subsidiary, or




(b) any entity exercising executive, legislative, judicial, regulatory or
administrative functions of, or pertaining to, any such government.



“Governmental Official” means any governmental official or employee, employee of any
government-owned or government-controlled entity, political party, any official of a political
party, candidate for political office, official of any public international organization or anyone
else acting in an official capacity.



“Guaranty” means, with respect to any Person, any obligation (except the endorsement in the
ordinary course of business of negotiable instruments for deposit or collection) of such Person
guaranteeing or in effect guaranteeing any indebtedness, dividend or other obligation of any other
Person in any manner, whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:




(a) to purchase such indebtedness or obligation or any property constituting security
therefor;




(b) to advance or supply funds (i) for the purchase or payment of such indebtedness or
obligation, or (ii) to maintain any working capital or other balance sheet condition or any
income statement condition of any other Person or otherwise to advance or make available
funds for the purchase or payment of such indebtedness or obligation;




(c) to lease properties or to purchase properties or services primarily for the purpose
of assuring the owner of such indebtedness or obligation of the ability of any other Person
to make payment of the indebtedness or obligation; or




(d) otherwise to assure the owner of such indebtedness or obligation against loss in
respect thereof.



In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the
indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be
direct obligations of such obligor.



“Hazardous Materials” means any and all pollutants, toxic or hazardous wastes or other
substances that might pose a hazard to health and safety, the removal of which may be required or
the generation, manufacture, refining, production, processing, treatment, storage, handling,
transportation, transfer, use, disposal, release, discharge, spillage, seepage or filtration of
which is or shall be restricted, prohibited or penalized by any applicable law including, but not
limited to, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum,
petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized
substances.



“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.



“holder” means, with respect to any Note, the Person in whose name such Note is registered in
the register maintained by the Company pursuant to Section 13.1, provided, however, that if such
Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any related
definitions in this Schedule B, “holder” shall mean the beneficial owner of such Note whose name
and address appears in such register.



“INHAM Exemption” is defined in Section 6.2(e).



“Indebtedness with respect to any Person means, at any time, 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 Indebtedness 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, and
(h) all Indebtedness referred to in clauses (a) through (g) above (including Guaranteed Debt)
secured by (or for which the holder of such Indebtedness 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 Indebtedness.



“Institutional Investor” means (a) any Purchaser of a Note, (b) any holder of a Note holding
(together with one or more of its affiliates) more than 5.00% of the aggregate principal amount of
the Notes then outstanding, (c) any bank, trust company, savings and loan association or other
financial institution, any pension plan, any investment company, any insurance company, any broker
or dealer, or any other similar financial institution or entity, regardless of legal form, and
(d) any Related Fund of any holder of any Note.



“Lien” means, with respect to any Person, any mortgage, lien, pledge, charge, security
interest or other encumbrance, or any interest or title of any vendor, lessor, lender or other
secured party to or of such Person under any conditional sale or other title retention agreement or
capital lease, upon or with respect to any property or asset of such Person (including in the case
of stock, stockholder agreements, voting trust agreements and all similar arrangements).



“Make-Whole Amount” is defined in Section 8.6.



“Material” means material in relation to the business, operations, affairs, financial
condition, assets or properties of the Company and its Subsidiaries taken as a whole.



“Material Adverse Effect” means a material adverse effect on (a) the business, operations,
affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a
whole, (b) the ability of the Company to perform its obligations under this Agreement and the
Notes, (c) the ability of any Subsidiary Guarantor to perform its obligations under its Subsidiary
Guaranty, or (d) the validity or enforceability of this Agreement, the Notes or any Subsidiary
Guaranty.



“Material Credit Facility” means, as to the Company and its Subsidiaries,




(a) the Credit Agreement, including any renewals, extensions, amendments, supplements,
restatements, replacements or refinancing thereof (referred to in the aggregate as a
“Primary Credit Facility”); or




(b) if there is no Primary Credit Facility, any other agreement(s) creating or
evidencing indebtedness for borrowed money entered into on or after the Execution Date by
the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an
obligor or otherwise provides a guarantee or other credit support (“Credit Facility”), in a
principal amount outstanding or available for borrowing equal to or greater than
$100,000,000 (or the equivalent of such amount in the relevant currency of payment,
determined as of the date of the closing of such facility based on the exchange rate of such
other currency).



“Material Subsidiary” means at any time any Subsidiary that would at such time constitute a
“significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the
date of the First Closing, substituting 5 percent for 10 percent each place it appears therein) of
the Company.




“Maturity Date” is defined in the first paragraph of each Note.



“Memorandum” is defined in Section 5.3.



“Midstream Business” means the business of storage, processing, marketing and/or transmission
of gas, oil or products thereof, including owning and operating pipelines, storage facilities,
processing plants and facilities and gathering systems and other assets related thereto.



“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in
section 4001(a)(3) of ERISA).



“NAIC” means the National Association of Insurance Commissioners or any successor thereto.



“NAIC Annual Statement” is defined in Section 6.2(a).



“Net Proceeds Amount” means, with respect to any Transfer of any asset by the Company or any
Subsidiary thereof, an amount equal to the difference of:




(a) the aggregate amount of consideration (valued at the fair market value thereof by
the Company or such Subsidiary in good faith) received by the Company or Subsidiary in
respect of such Transfer, minus




(b) all ordinary and reasonable out-of-pocket costs and expenses actually incurred by
the Company or Subsidiary (including any applicable transfer taxes, stamp duty or other
similar taxes) in connection with such Transfer.



“Non-recourse Debt” of any Person means Indebtedness 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
Indebtedness in respect of such Indebtedness 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 holders of the
Notes) such holder’s right to make the election provided under 11 U.S.C. §1111(b)(1)(A).



“Notes” is defined in Section 1.



“OFAC” is defined in Section 5.16(a).



“OFAC Listed Person” is defined in Section 5.16(a).



“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for
administering and enforcing. A list of OFAC Sanctions Programs may be found at
http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.



“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other
officer of the Company whose responsibilities extend to the subject matter of such certificate.



“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA or any
successor thereto.



“Person” means an individual, partnership, corporation, limited liability company,
association, trust, unincorporated organization, business entity or Governmental Authority.



“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title
I of ERISA that is or, within the preceding five years, has been established or maintained, or to
which contributions are or, within the preceding five years, have been made or required to be made,
by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate
may have any liability.



“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 9.4 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.



“Property” of a Person means any and all property, whether real, personal, tangible,
intangible, or mixed, of such Person, or other assets owned, leased or operated by such Person.



“Property Reinvestment Application” means, with respect to any asset disposition, the
application of the Net Proceeds Amount (or a portion thereof) with respect to such asset
disposition to the acquisition by the Company or any Subsidiary of fixed or capital assets of the
Company or any Subsidiary to be used in the business of such Person.



“PTE” is defined in Section 6.2(a).



“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this
Agreement to the Company and such Purchaser’s successors and assigns (so long as any such
assignment complies with Section 13.2), provided, however, that any Purchaser of a Note that ceases
to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of
a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of
“Purchaser” of such Note for the purposes of this Agreement upon such transfer.



“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer”
within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.



“QPAM Exemption” is defined in Section 6.2(d).



“Ratable Portion” is defined in Section 8.9.



“Related Fund” means, with respect to any holder of any Note, any fund or entity that
(i) invests in Securities or bank loans, and (ii) is advised or managed by such holder, the same
investment advisor as such holder or by an affiliate of such holder or such investment advisor.



“Required Holders” means at any time (i) prior to the Second Closing, the holders of the
outstanding Notes and the Purchasers contemplated to purchase Notes at the Second Closing and the
Third Closing, (ii) prior to the Third Closing, the holders of the outstanding Notes and the
Purchasers contemplated to purchase Notes at the Third Closing and (iii) on or after the Third
Closing, the holders of at least a majority in principal amount of the Notes at the time
outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).



“Responsible Officer” means any Senior Financial Officer and any other officer of the Company
with responsibility for the administration of the relevant portion of this Agreement.



“SEC” means the Securities and Exchange Commission of the United States, or any successor
thereto.



“Securities” or “Security” shall have the meaning specified in section 2(1) of the Securities
Act.



“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules
and regulations promulgated thereunder from time to time in effect.



“Senior Financial Officer” means the chief financial officer, principal accounting officer,
treasurer or comptroller of the Company.



“Senior Indebtedness” means and includes any Consolidated Indebtedness of the Company or any
Subsidiary thereof owing to any Person other than the Company, a Subsidiary thereof or an Affiliate
and which is not expressed to be junior or subordinate to any other Consolidated Indebtedness of
the Company or any Subsidiary.



“Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a
“significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the
date of the First Closing) of the Company.



“Source” is defined in Section 6.2.



“Subsidiary” means, as to any Person, any other Person in which such first Person or one or
more of its Subsidiaries or such first Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing similar functions) of
such second Person, and any partnership or joint venture if more than a 50% interest in the profits
or capital thereof is owned by such first Person or one or more of its Subsidiaries or such first
Person and one or more of its Subsidiaries (unless such partnership or joint venture can and does
ordinarily take major business actions without the prior approval of such Person or one or more of
its Subsidiaries). Unless the context otherwise clearly requires, any reference to a “Subsidiary”
is a reference to a Subsidiary of the Company.



“Subsidiary Guarantor” means each Subsidiary that has executed and delivered a Subsidiary
Guaranty.



“Subsidiary Guaranty” is defined in Section 9.7(a).



“Substantial Portion” means, with respect to the Property of the Company and its Subsidiaries,
Property which represents more than 15% of the Consolidated Total Assets of the Company and its
Subsidiaries taken as a whole as of the last day of the fiscal period ending immediately prior to
the date on which such determination is made.



“Substitute Purchaser” is defined in Section 21.



“SVO” means the Securities Valuation Office of the NAIC or any successor to such Office.



“Transfer” means, with respect to any Person, any transaction (including by merger,
consolidation or disposition of all or substantially all of the assets of such) in which such
Person sells, conveys, transfers or leases (as lessor) and of its property, including, without
limitation Subsidiary stock. “Transfer” shall also include the creation of minority interests in
connection with any merger or consolidation involving a Subsidiary if the resulting entity is
owned, directly or indirectly, by the Company in the proportion less than the proportion of
ownership of such Subsidiary by the Company immediately preceding such merger or consolidation.



“UGI Corporation” means UGI Corporation, a Pennsylvania corporation.



“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of
2001, as amended from time to time, and the rules and regulations promulgated thereunder from time
to time in effect.



“U.S. Economic Sanctions” is defined in Section 5.16(a).



“Wholly-Owned Subsidiary” means, at any time, any Subsidiary all of the equity interests
(except directors’ qualifying shares) and voting interests of which are owned by any one or more of
the Company and the Company’s other Wholly-Owned Subsidiaries at such time.



Schedule 1-A




[Form of Note]




UGI Utilities, Inc. 




2.95% Senior Note, Series A, Due June 30, 2026




	 	 	 
	No. RA-[_____]	 	[Date]
	$[      ]
	 	PPN 902691 A@3







For Value Received, the undersigned, UGI Utilities, Inc. (herein called the
“Company”), a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania, hereby promises to pay to [      ], or registered assigns, the principal sum of
[      ] Dollars (or so much thereof as shall not have been prepaid) on
June 30, 2026 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance hereof at the rate of 2.95% per annum from the date
hereof, payable semiannually, on the 30th day of June and December in each year, commencing with
the June 30 or December 30 next succeeding the date hereof, and on the Maturity Date, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on
any overdue payment of interest and (y) during the continuance of an Event of Default, on such
unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time
to time equal to the greater of (i) 4.95% or (ii) 2.00% over the rate of interest publicly
announced by Chase Bank N.A. from time to time in New York, New York as its “base” or “prime” rate,
payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Chase Bank N.A. or at such other
place as the Company shall have designated by written notice to the holder of this Note as provided
in the Note Purchase Agreement referred to below.



This Note is one of the Senior Notes, Series A (herein called the “Series A Notes” or the
“Notes”), issued pursuant to the Note Purchase Agreement, dated as of April 22, 2016 (as from time
to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the
Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.



This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.




	 	 	 	UGI Utilities, Inc.






	 	 	 	By






[Title]



Schedule 1-B




[Form of Note]




UGI Utilities, Inc. 




4.12% Senior Note, Series B, Due September 30, 2046




	 	 	 
	No. RB-[_____]	 	[Date]
	$[      ]
	 	PPN 902691 A#1







For Value Received, the undersigned, UGI Utilities, Inc. (herein called the
“Company”), a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania, hereby promises to pay to [      ], or registered assigns, the principal sum of
[      ] Dollars (or so much thereof as shall not have been prepaid) on
September 30, 2046 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.12% per annum from the date
hereof, payable semiannually, on the 30th day of March and September in each year, commencing with
the March 30 or September 30 next succeeding the date hereof, and on the Maturity Date, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on
any overdue payment of interest and (y) during the continuance of an Event of Default, on such
unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time
to time equal to the greater of (i) 6.12% or (ii) 2.00% over the rate of interest publicly
announced by Chase Bank N.A. from time to time in New York, New York as its “base” or “prime” rate,
payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Chase Bank N.A. or at such other
place as the Company shall have designated by written notice to the holder of this Note as provided
in the Note Purchase Agreement referred to below.



This Note is one of the Senior Notes, Series B (herein called the “Series B Notes” or the
“Notes”), issued pursuant to the Note Purchase Agreement, dated as of April 22, 2016 (as from time
to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the
Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.



This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.




	 	 	 	UGI Utilities, Inc.






	 	 	 	By






[Title]



Schedule 1-C




[Form of Note]




UGI Utilities, Inc. 




4.12% Senior Note, Series C, Due October 31, 2046




	 	 	 
	No. RC-[_____]	 	[Date]
	$[      ]
	 	PPN 902691 B*4







For Value Received, the undersigned, UGI Utilities, Inc. (herein called the
“Company”), a corporation organized and existing under the laws of the Commonwealth of
Pennsylvania, hereby promises to pay to [      ], or registered assigns, the principal sum of
[      ] Dollars (or so much thereof as shall not have been prepaid) on
[      ], [      ] (the “Maturity Date”), with interest (computed on the basis of a 360-day
year of twelve 30-day months) (a) on the unpaid balance hereof at the rate of 4.12% per annum from
the date hereof, payable semiannually, on the April 30 and October 31 in each year, commencing with
the April 30 or October 31 next succeeding the date hereof, and on the Maturity Date, until the
principal hereof shall have become due and payable, and (b) to the extent permitted by law, (x) on
any overdue payment of interest and (y) during the continuance of an Event of Default, on such
unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time
to time equal to the greater of (i) 6.12% or (ii) 2.00% over the rate of interest publicly
announced by Chase Bank N.A. from time to time in New York, New York as its “base” or “prime” rate,
payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).



Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are
to be made in lawful money of the United States of America at Chase Bank N.A. or at such other
place as the Company shall have designated by written notice to the holder of this Note as provided
in the Note Purchase Agreement referred to below.



This Note is one of the Senior Notes, Series C (herein called the “Series C Notes” or the
“Notes”), issued pursuant to the Note Purchase Agreement, dated as of April 22, 2016 (as from time
to time amended, the “Note Purchase Agreement”), between the Company and the respective Purchasers
named therein and is entitled to the benefits thereof. Each holder of this Note will be deemed, by
its acceptance hereof, to have (i) agreed to the confidentiality provisions set forth in Section 20
of the Note Purchase Agreement and (ii) made the representation set forth in Section 6.2 of the
Note Purchase Agreement. Unless otherwise indicated, capitalized terms used in this Note shall
have the respective meanings ascribed to such terms in the Note Purchase Agreement.



This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrender
of this Note for registration of transfer accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder’s attorney duly authorized in writing, a
new Note for a like principal amount will be issued to, and registered in the name of, the
transferee. Prior to due presentment for registration of transfer, the Company may treat the
person in whose name this Note is registered as the owner hereof for the purpose of receiving
payment and for all other purposes, and the Company will not be affected by any notice to the
contrary.



This Note is subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreement, but not otherwise.



If an Event of Default occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any applicable Make-Whole
Amount) and with the effect provided in the Note Purchase Agreement.



This Note shall be construed and enforced in accordance with, and the rights of the Company
and the holder of this Note shall be governed by, the law of the State of New York excluding
choice-of-law principles of the law of such State that would permit the application of the laws of
a jurisdiction other than such State.




	 	 	 	UGI Utilities, Inc.






	 	 	 	By






[Title]



Schedule 2




[Form of Subsidiary Guaranty]




Guaranty Agreement




[for a single Guarantor]




Dated as of [_______________], 20[__]




of




[Name of Guarantor]




Table of Contents




	 	 	 
	Section

Section 1.

Section 2.

Section 3.

Section 4.

Section 5.

Section 6.

Section 7.

Section 8.

Section 8.1.

Section 8.2.

Section 8.3.

Section 8.4.

Section 9.

Section 10.

Section 11.

Section 11.1.

Section 11.2.

Section 11.3.

Section 11.4.

Section 11.5.

Section 11.6.

	 	HeadingPage

Guaranty

Obligations Absolute

Waiver

Obligations Unimpaired

Subrogation and Subordination

Reinstatement of Guaranty

Rank of Guaranty

Representations and Warranties of the Guarantor

Organization; Power and Authority

Authorization, Etc

Governmental Authorizations, Etc

Compliance with Laws, Other Instruments, Etc

Term of Guaranty Agreement

Survival of Representations and Warranties; Entire Agreement

Miscellaneous

Successors and Assigns

Severability

Construction

Further Assurances

Governing Law

Jurisdiction and Process; Waiver of Jury Trial






Guaranty Agreement




This Guaranty Agreement, dated as of [      , 20      ] (this “Guaranty
Agreement”), is made by [      ], a [      ] (the “Guarantor”) in favor of the
Purchasers (as defined below) and the other holders from time to time of the Notes (as defined
below). The Purchasers and such other holders are herein collectively called the “holders” and
individually a “holder.”



Preliminary Statements:




I. UGI Utilities, Inc., a Pennsylvania corporation (the “Company”), is entering into a Note
Purchase Agreement dated as of April 22, 2016 (as amended, modified, supplemented or restated from
time to time, the “Note Agreement”) with the Persons listed on the signature pages thereto (the
“Purchasers”) simultaneously with the delivery of this Guaranty Agreement. Capitalized terms used
herein have the meanings specified in the Note Agreement unless otherwise defined herein.



II. Pursuant to the Note Agreement, the Company has issued and sold (i) $100,000,000 aggregate
principal amount of its 2.95% Senior Notes, Series A, due June 30, 2026, (ii) $200,000,000
aggregate principal amount of its 4.12% Senior Notes, Series B, due September 30, 2046, and
(iii) $100,000,000 aggregate principal amount of its 4.12% Senior Notes, Series C, due October 31,
2046 (the Series A Notes, the Series B Notes and the Series C Notes being referred to collectively
as the “Initial Notes”). The Initial Notes and any other Notes that may from time to time be
issued pursuant to the Note Agreement (including any notes issued in substitution for any of the
Notes) are herein collectively called the “Notes” and individually a “Note”.



III. It was a condition to the agreement of the Purchasers to purchase the Notes that the
Company agree to deliver this Guaranty Agreement pursuant to Section 9.7 of the Note Agreement.



IV. The Guarantor has received or will receive direct and indirect benefits from the financing
arrangements covered by the Note Agreement.



Now Therefore, in compliance with Note Agreement, and in consideration of, the
execution and delivery of the Note Agreement and the purchase of the Notes by each of the
Purchasers, the Guarantor hereby covenants and agrees with, and represents and warrants to each of
the holders as follows:



Section 1. Guaranty.



The Guarantor hereby irrevocably and unconditionally guarantees to each holder, the due and
punctual payment in full of (a) the principal of, Make-Whole Amount, if any, Modified Make-Whole
Amount, if any, and interest on (including, without limitation, interest accruing after the filing
of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like
proceeding, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding), and any other amounts due under, the Notes when and as the same shall become due and
payable (whether at stated maturity or by required or optional prepayment or by acceleration or
otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes,
the Note Agreement or any other instrument referred to therein, (all such
obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”).
The guaranty in the preceding sentence is an absolute, present and continuing guaranty of payment
and not of collectability and is in no way conditional or contingent upon any attempt to collect
from the Company or any other guarantor of the Notes or upon any other action, occurrence or
circumstance whatsoever. In the event that the Company shall fail so to pay any of such Guaranteed
Obligations, the Guarantor agrees to pay the same when due to the holders entitled thereto, without
demand, presentment, protest or notice of any kind, in lawful money of the United States of
America, pursuant to the requirements for payment specified in the Notes and the Note Agreement.
Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of
action hereunder and separate suits may be brought hereunder as each cause of action arises. The
Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not)
make reference to this Guaranty Agreement.



The Guarantor agrees to pay and to indemnify and save each holder harmless from and against
any damage, loss, cost or expense (including attorneys’ fees) which such holder may incur or be
subject to as a consequence, direct or indirect, of (x) any breach by the Guarantor or by the
Company of any warranty, covenant, term or condition in, or the occurrence of any default under,
this Guaranty Agreement, the Notes, the Note Agreement or any other instrument referred to therein,
together with all expenses resulting from the compromise or defense of any claims or liabilities
arising as a result of any such breach or default, (y) any legal action commenced to challenge the
validity or enforceability of this Guaranty Agreement, the Notes, the Note Agreement or any other
instrument referred to therein and (z) enforcing or defending (or determining whether or how to
enforce or defend) the provisions of this Guaranty Agreement.



The Guarantor hereby acknowledges and agrees that the Guarantor’s liability hereunder is joint
and several with any other Person(s) who may guarantee the obligations and Indebtedness under and
in respect of the Notes and the Note Agreement.



Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement,
the Purchasers (on behalf of themselves and their successors and assigns) and the Guarantor hereby
agree that if at any time the Guaranteed Obligations exceed the Maximum Guaranteed Amount
determined as of such time with regard to the Guarantor, then this Guaranty Agreement shall be
automatically amended to reduce the Guaranteed Obligations to the Maximum Guaranteed Amount. Such
amendment shall not require the written consent of the Guarantor or any holder and shall be deemed
to have been automatically consented to by the Guarantor and each holder. The Guarantor agrees
that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without
affecting or impairing the obligation of the Guarantor. “Maximum Guaranteed Amount” means as of
the date of determination with respect to the Guarantor, the lesser of (a) the amount of the
Guaranteed Obligations outstanding on such date and (b) the maximum amount that would not render
the Guarantor’s liability under this Guaranty Agreement subject to avoidance under Section 548 of
the United States Bankruptcy Code (or any successor provision) or any comparable provision of
applicable state law.



Section 2. Obligations Absolute.



The obligations of the Guarantor hereunder shall be primary, absolute, irrevocable and
unconditional, irrespective of the validity or enforceability of the Notes, the Note Agreement or
any other instrument referred to therein, shall not be subject to any counterclaim, setoff,
deduction or defense based upon any claim the Guarantor may have against the Company or any holder
or otherwise, and shall remain in full force and effect without regard to, and shall not be
released, discharged or in any way affected by, any circumstance or condition whatsoever (whether
or not the Guarantor shall have any knowledge or notice thereof), including, without limitation:
(a) any amendment to, modification of, supplement to or restatement of the Notes, the Note
Agreement or any other instrument referred to therein (it being agreed that the obligations of the
Guarantor hereunder shall apply to the Notes, the Note Agreement or any such other instrument as so
amended, modified, supplemented or restated) or any assignment or transfer of any thereof or of any
interest therein, or any furnishing, acceptance or release of any security for the Notes; (b) any
waiver, consent, extension, indulgence or other action or inaction under or in respect of the
Notes, the Note Agreement or any other instrument referred to therein; (c) any bankruptcy,
insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar
proceeding with respect to the Company or its property; (d) any merger, amalgamation or
consolidation of the Guarantor or of the Company into or with any other Person or any sale, lease
or transfer of any or all of the assets of the Guarantor or of the Company to any Person; (e) any
failure on the part of the Company for any reason to comply with or perform any of the terms of any
other agreement with the Guarantor; (f) any failure on the part of any holder to obtain, maintain,
register or otherwise perfect any security; or (g) any other event or circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor (whether or not
similar to the foregoing), and in any event however material or prejudicial it may be to the
Guarantor or to any subrogation, contribution or reimbursement rights the Guarantor may otherwise
have. The Guarantor covenants that its obligations hereunder will not be discharged except by
indefeasible payment in full in cash of all of the Guaranteed Obligations and all other obligations
hereunder.



Section 3. Waiver.



The Guarantor unconditionally waives to the fullest extent permitted by law, (a) notice of
acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the
Company in the payment of any amounts due under the Notes, the Note Agreement or any other
instrument referred to therein, and of any of the matters referred to in Section 2 hereof, (b) all
notices which may be required by statute, rule of law or otherwise to preserve any of the rights of
any holder against the Guarantor, including, without limitation, presentment to or demand for
payment from the Company or the Guarantor with respect to any Note, notice to the Company or to the
Guarantor of default or protest for nonpayment or dishonor and the filing of claims with a court in
the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert
or exercise any right, power or remedy including, without limitation, any right, power or remedy
conferred in the Note Agreement or the Notes, (d) any requirement for diligence on the part of any
holder and (e) any other act or omission or thing or delay in doing any other act or thing which
might in any manner or to any extent vary the risk of the Guarantor or otherwise operate as a
discharge of the Guarantor or in any manner lessen the obligations of the Guarantor hereunder.



Section 4. Obligations Unimpaired.



The Guarantor authorizes the holders, without notice or demand to the Guarantor and without
affecting its obligations hereunder, from time to time: (a) to renew, compromise, extend,
accelerate or otherwise change the time for payment of, all or any part of the Notes, the Note
Agreement or any other instrument referred to therein; (b) to change any of the representations,
covenants, events of default or any other terms or conditions of or pertaining to the Notes, the
Note Agreement or any other instrument referred to therein, including, without limitation,
decreases or increases in amounts of principal, rates of interest, the Make-Whole Amount, Modified
Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the
Notes, the Note Agreement or any other instrument referred to therein, for the performance of this
Guaranty Agreement or otherwise for the Indebtedness guaranteed hereby and to exchange, enforce,
waive, subordinate and release any such security; (d) to apply any such security and to direct the
order or manner of sale thereof as the holders in their sole discretion may determine; (e) to
obtain additional or substitute endorsers or guarantors; (f) to exercise or refrain from exercising
any rights against the Company and others; and (g) to apply any sums, by whomsoever paid or however
realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder.
The holders shall have no obligation to proceed against any additional or substitute endorsers or
guarantors or to pursue or exhaust any security provided by the Company, the Guarantor or any other
Person or to pursue any other remedy available to the holders.



If an event permitting the acceleration of the maturity of the principal amount of any Notes
shall exist and such acceleration shall at such time be prevented or the right of any holder to
receive any payment on account of the Guaranteed Obligations shall at such time be delayed or
otherwise affected by reason of the pendency against the Company, the Guarantor or any other
guarantors of a case or proceeding under a bankruptcy or insolvency law, the Guarantor agrees that,
for purposes of this Guaranty Agreement and its obligations hereunder, the maturity of such
principal amount shall be deemed to have been accelerated with the same effect as if the holder
thereof had accelerated the same in accordance with the terms of the Note Agreement, and the
Guarantor shall forthwith pay such accelerated Guaranteed Obligations.



Section 5. Subrogation and Subordination.



(a) The Guarantor will not exercise any rights which it may have acquired by way of
subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept
any payment on account of such subrogation rights, or any rights of reimbursement, contribution or
indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless
and until all of the Guaranteed Obligations shall have been indefeasibly paid in full in cash.



(b) The Guarantor hereby subordinates the payment of all Indebtedness and other obligations of
the Company or any other guarantor of the Guaranteed Obligations owing to the Guarantor, whether
now existing or hereafter arising, including, without limitation, all rights and claims described
in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the
Guaranteed Obligations. If the Required Holders so request, any such Indebtedness or other
obligations shall be enforced and performance received by the Guarantor as trustee for the holders
and the proceeds thereof shall be paid over to the holders promptly, in the form received (together
with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or
unmatured, as may be directed by the Required Holders, but without reducing or affecting in any
manner the liability of the Guarantor under this Guaranty Agreement.



(c) If any amount or other payment is made to or accepted by the Guarantor in violation of any
of the preceding clauses (a) and (b) of this Section 5, such amount shall be deemed to have been
paid to the Guarantor for the benefit of, and held in trust for the benefit of, the holders and
shall be paid over to the holders promptly, in the form received (together with any necessary
endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be
directed by the Required Holders, but without reducing or affecting in any manner the liability of
the Guarantor under this Guaranty Agreement.



(d) The Guarantor acknowledges that it has received or will receive direct and indirect
benefits from the financing arrangements contemplated by the Note Agreement and that the execution
of this Guaranty Agreement is in the best interests of the Guarantor.



Section 6. Reinstatement of Guaranty.



This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be,
if and to the extent at any time payment, in whole or in part, of any of the sums due to any holder
on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by
a holder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company
or any other guarantors, or upon or as a result of the appointment of a custodian, receiver,
trustee or other officer with similar powers with respect to the Company or any other guarantors or
any part of its or their property, or otherwise, all as though such payments had not been made.



Section 7. Rank of Guaranty.



The Guarantor will ensure that its payment obligations under this Guaranty Agreement will at
all times rank at least pari passu, without preference or priority, with all other unsecured and
unsubordinated Indebtedness of the Guarantor now or hereafter existing.



Section 8. Representations and Warranties of the Guarantor.




The Guarantor represents and warrants to each holder as follows:



Section 8.1. Organization; Power and Authority. The Guarantor is a
[      ], duly organized, validly existing and in good standing under the laws of its
jurisdiction of [      ], and is duly qualified as a foreign [      ] and is in good
standing in each jurisdiction in which such qualification is required by law, other than those
jurisdictions as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The
Guarantor has the [      ] power and authority to own or hold under lease the properties it
purports to own or hold under lease, to transact the business it transacts and proposes to
transact, to execute and deliver this Guaranty Agreement and to perform the provisions hereof.



Section 8.2. Authorization, Etc. This Guaranty Agreement has been duly
authorized by all necessary [      ] action on the part of the Guarantor, and this Guaranty
Agreement constitutes a legal, valid and binding obligation of the Guarantor enforceable against
the Guarantor in accordance with its terms, except as such enforceability may be limited by
(a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting
the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).



Section 8.3. Governmental Authorizations, Etc. No consent, approval or
authorization of, or registration, filing or declaration with, any Governmental Authority is
required in connection with the execution, delivery or performance by the Guarantor of this
Guaranty Agreement.



Section 8.4. Compliance with Laws, Other Instruments, Etc. The execution,
delivery and performance by the Guarantor of this Guaranty Agreement will not (a) contravene,
result in any breach of, or constitute a default under, or result in the creation of any Lien in
respect of any property of the Guarantor or any of its Subsidiaries under, any indenture, mortgage,
deed of trust, loan, purchase or credit agreement, lease, organizational documents, or any other
agreement or instrument to which the Guarantor or any of its Subsidiaries is bound or by which the
Guarantor or any of its Subsidiaries or any of their respective properties may be bound or
affected; (b) conflict with or result in a breach of any of the terms, conditions or provisions of
any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority
applicable to the Guarantor or any of its Subsidiaries; or (c) violate any provision of any statute
or other rule or regulation of any Governmental Authority applicable to the Guarantor or any of its
Subsidiaries. “Governmental Authority” means (x) the government of (i) the United States of
America or any State or other political subdivision thereof, or (ii) any other jurisdiction in
which the Guarantor or any of its Subsidiaries conducts all or any part of its business, or which
asserts jurisdiction over any properties of the Guarantor or any of its Subsidiaries, or (y) any
entity exercising executive, legislative, judicial, regulatory or administrative functions of, or
pertaining to, any such government.



Section 9. Term of Guaranty Agreement.



This Guaranty Agreement and all guarantees, covenants and agreements of the Guarantor
contained herein shall continue in full force and effect and shall not be discharged until such
time as all of the Guaranteed Obligations and all other obligations hereunder shall be indefeasibly
paid in full in cash and shall be subject to reinstatement pursuant to Section 6.



Section 10. Survival of Representations and Warranties; Entire Agreement. 



All representations and warranties contained herein shall survive the execution and delivery
of this Guaranty Agreement and may be relied upon by any subsequent holder, regardless of any
investigation made at any time by or on behalf of any Purchaser or any other holder. All
statements contained in any certificate or other instrument delivered by or on behalf of the
Guarantor pursuant to this Guaranty Agreement shall be deemed representations and warranties of the
Guarantor under this Guaranty Agreement. Subject to the preceding sentence, this Guaranty
Agreement embodies the entire agreement and understanding between each holder and the Guarantor and
supersedes all prior agreements and understandings relating to the subject matter hereof.



Section 11. Miscellaneous.



Section 11.1. Successors and Assigns. All covenants and other agreements
contained in this Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to
the benefit of their respective successors and assigns whether so expressed or not.



Section 11.2. Severability.  Any provision of this Guaranty Agreement that
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent
permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.



Section 11.3. Construction. Each covenant contained herein shall be
construed (absent express provision to the contrary) as being independent of each other covenant
contained herein, so that compliance with any one covenant shall not (absent such express contrary
provision) be deemed to excuse compliance with any other covenant. Whether any provision herein
refers to action to be taken by any Person, or which such Person is prohibited from taking, such
provision shall be applicable whether such action is taken directly or indirectly by such Person.



The section and subsection headings in this Guaranty Agreement are for convenience of
reference only and shall neither be deemed to be a part of this Guaranty Agreement nor modify,
define, expand or limit any of the terms or provisions hereof. All references herein to numbered
sections, unless otherwise indicated, are to sections of this Guaranty Agreement. Words and
definitions in the singular shall be read and construed as though in the plural and vice versa, and
words in the masculine, neuter or feminine gender shall be read and construed as though in either
of the other genders where the context so requires.



Section 11.4. Further Assurances.  The Guarantor agrees to execute and
deliver all such instruments and take all such action as the Required Holders may from time to time
reasonably request in order to effectuate fully the purposes of this Guaranty Agreement.



Section 11.5. Governing Law. This Guaranty Agreement shall be construed and
enforced in accordance with, and the rights of the parties shall be governed by, the law of the
State of New York, excluding choice-of-law principles of the law of such State that would permit
the application of the laws of a jurisdiction other than such State.



Section 11.6. Jurisdiction and Process; Waiver of Jury Trial.



(a) The Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State
or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action
or proceeding arising out of or relating to this Guaranty Agreement. To the fullest extent
permitted by applicable law, the Guarantor irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such
court, any objection that it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit, action or
proceeding brought in any such court has been brought in an inconvenient forum.



(b) The Guarantor consents to process being served by or on behalf of any holder in any suit,
action or proceeding of the nature referred to in Section 11.6(a) by mailing a copy thereof by
registered or certified mail (or any substantially similar form of mail), postage prepaid, return
receipt requested, to it at its address specified in the Note Agreement or at such other address of
which such holder shall then have been notified pursuant to Note Agreement. The Guarantor agrees
that such service upon receipt (i) shall be deemed in every respect effective service of process
upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by
applicable law, be taken and held to be valid personal service upon and personal delivery to it.
Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt
furnished by the United States Postal Service or any reputable commercial delivery service.



(c) Nothing in this Section 11.6 shall affect the right of any holder to serve process in any
manner permitted by law, or limit any right that the holders may have to bring proceedings against
the Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a
judgment obtained in one jurisdiction in any other jurisdiction.



(d) THE GUARANTOR AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH
RESPECT TO THIS GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.



In Witness Whereof, the Guarantor has caused this Guaranty Agreement to be duly
executed and delivered as of the date and year first above written.




[Name of Guarantor]




By:       

Name:

Title:




Schedule 4.4(a)




Form of Opinion of Special Counsel

to the Company




Matters To Be Covered in

Opinion of Special Counsel to the Company




1. Each of the Company and its Significant Subsidiaries being duly incorporated, validly
existing and in good standing and the Company having requisite corporate power and authority to
issue and sell the Notes and to execute and deliver the documents.



2. Each of the Company and its Significant Subsidiaries being duly qualified and in good
standing as a foreign corporation in appropriate jurisdictions.



3. Due authorization and execution of the documents and such documents being legal, valid,
binding and enforceable.



4. No conflicts with charter documents, laws or other agreements.



5. All consents required to issue and sell the Notes and to execute and deliver the documents
having been obtained.



6. No litigation questioning validity of documents.



7. The Notes not requiring registration under the Securities Act of 1933, as amended; no need
to qualify an indenture under the Trust Indenture Act of 1939, as amended.



8. No violation of Regulations T, U or X of the Federal Reserve Board.



9. Company not an “investment company”, or a company “controlled” by an “investment company”,
under the Investment Company Act of 1940, as amended.



Schedule 4.4(b)




Form of Opinion of Special Counsel

to The Purchasers




[To Be Provided on a Case by Case Basis]




Schedule 5.4




Subsidiaries of the Company and Ownership of Subsidiary Stock





	 	1.	 	Subsidiaries:





	 	 	 	 	 
	Subsidiary	 	Jurisdiction of	 	Ownership Structure
	 	 	Organization	 	 
	Operation Share Energy Fund
	 	Pennsylvania
	 	Common Shares 100%

owned by Company

	 
	 	 
	 	 

	UGI Energy Ventures, Inc.
	 	Delaware
	 	Common Shares 100%

owned by Company

	 
	 	 
	 	 

	UGI Penn Natural Gas, Inc.
	 	Pennsylvania
	 	Common Shares 100%

owned by Company

	 
	 	 
	 	 

	—UGI Penn HVAC Services,

Inc.
	 	Pennsylvania
	 	Common Shares 100%

owned by UGI Penn

Natural Gas, Inc., a

wholly owned

subsidiary of the

Company

	 
	 	 
	 	 

	UGI Central Penn Gas, Inc.
	 	Pennsylvania
	 	Common Shares 100%

owned by Company

	 
	 	 
	 	 

	—UGI Central Penn Propane,

LLC
	 	Pennsylvania
	 	Membership Interests

100% owned by UGI

Central Penn Gas,

Inc., a wholly owned

subsidiary of the

Company

	 
	 	 
	 	 

	—UGI Petroleum Products of

Delaware, Inc.
	 	Delaware
	 	Common Shares 100%

owned by UGI Central

Penn Gas, Inc., a

wholly owned

subsidiary of the

Company

	 
	 	 
	 	 

	UGI Stoneridge I, LLC
	 	Delaware
	 	Membership Interests

100% owned by Company

	 
	 	 
	 	 

	—UGI Stoneridge II, LLC
	 	Delaware
	 	Membership Interests

100% owned by UGI

Stoneridge I, LLC, a

wholly owned

subsidiary of the

Company

	 
	 	 
	 	 








	 	2.	 	Affiliates:  See attached Corporate Organizational Chart.






	 	3.	 	Directors and Officers:






	 	a.	 	Officers:





	 	 	 
	Robert F. Beard
	 	President and Chief Executive Officer

	 
	 	 

	Ann P. Kelly
	 	Controller

	 
	 	 

	Monica M. Gaudiosi
	 	Vice President and General Counsel, Secretary

	 
	 	 

	Thomas N. Lord
	 	Vice President and Chief Information Officer

	 
	 	 

	Daniel J. Platt
	 	Vice President — Finance and Chief Financial Officer,

Assistant Secretary and Treasurer

	 
	 	 

	Kelly A. Beaver
	 	Vice President — Supply

	 
	 	 

	Hans G. Bell
	 	Vice President — Engineering and Operations Support

	 
	 	 

	Robert P. Krieger
	 	Vice President — Operations

	 
	 	 

	Kent D. Murphy
	 	Vice President — Law

	 
	 	 

	Kirk R. Oliver
	 	Vice President — Financial Strategy

	 
	 	 

	Robert R. Stoyko
	 	Vice President — Customer Relations

	 
	 	 

	Paul J. Szykman
	 	Vice President — Rates & Government Relations

	 
	 	 

	Michael R. Pearson
	 	Assistant Treasurer

	 
	 	 

	Jessica A. Milner
	 	Assistant Secretary

	 
	 	 

	Eric Sorber
	 	Assistant Secretary

	 
	 	 








	 	b.	 	Directors:






Robert F. Beard




M. Shawn Bort




Richard W. Gochnauer




Frank S. Hermance




Ernest E. Jones




Anne Pol




Marvin O. Schlanger




James B. Stallings, Jr.




Roger B. Vincent




John L. Walsh



25




	4.	 	Corporate Organizational Chart: See attached Corporate Organizational
Chart.





Schedule 5.5




Financial Statements





	1.	 	Financial Statements of UGI Utilities for the Quarterly Period Ended December 31, 2015





Schedule 5.15




Existing Indebtedness; Liens





26