EX-10.1






AMENDMENT NO. 17

Dated as of October 28, 2016

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 30, 2001




This AMENDMENT NO. 17 (this “Amendment”) dated as of October 28, 2016 is entered into
among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as the seller (the
“Seller”), UGI ENERGY SERVICES, LLC (as successor to UGI Energy Services, Inc.), a
Pennsylvania limited liability company (“UGI”), as initial servicer (in such capacity,
together with its successors and permitted assigns in such capacity, the “Servicer”), and
PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as issuer (together
with its successors and permitted assigns, the “Issuer”) and as administrator (in such
capacity, together with its successors and assigns in such capacity, the “Administrator”).



RECITALS




WHEREAS, the parties hereto have entered into that certain Receivables Purchase Agreement,
dated as of November 30, 2001 (as amended, supplemented or otherwise modified from time to time,
the “Agreement”);



WHEREAS, the parties hereto wish to amend the Agreement as set forth herein; and



WHEREAS, concurrently herewith, the Seller, Servicer and PNC are entering into an Eleventh
Amended and Restated Fee Letter (the “Fee Letter”).



NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein
and in the Agreement, the parties hereto agree as follows:



SECTION 1. Definitions. All capitalized terms used but not otherwise defined herein
are used herein as defined in the Agreement.



SECTION 2. Amendments to the Agreement. The Agreement is hereby amended as follows:



(a) Clause (a)(iv) of the definition of “Eligible Receivable” set forth in Exhibit
I to the Agreement is hereby replaced in its entirety with the following:



(iv) not an Affiliate of UGI; provided, however, if the
Obligor of such Receivable is either UGI Utilities, Inc., UGI Penn Natural
Gas, Inc. or UGI Central Penn Gas, Inc. (provided that UGI Penn Natural Gas,
Inc. and UGI Central Penn Gas, Inc. are wholly-owned subsidiaries of UGI
Utilities, Inc.), such Receivable shall satisfy the requirements of this
clause (a)(iv) if the sum of the Outstanding Balance of such
Receivable and the aggregate Outstanding Balance of all other Eligible
Receivables of the Obligors of which are UGI Utilities, Inc., UGI Penn
Natural Gas, Inc. and/or UGI Central Penn Gas, Inc. does not exceed
$12,500,000, and



(b) Clause (a) of the definition of “Facility Termination Date” set forth in
Exhibit I to the Agreement is hereby amended by replacing the date “October 28, 2016” with
the date “October 27, 2017” where it appears therein.



(c) The definition of “Purchase Limit” set forth in Exhibit I to the Agreement is
hereby replaced in its entirety with the following:



“Purchase Limit” means (i) at any time on or after October 28, 2016 and
prior to but excluding May 1, 2017, $150,000,000 and (ii) at any time on and
after May 1, 2017, $75,000,000, in each case, as such amount may be
subsequently reduced pursuant to Section 1.1(b) of the Agreement;
provided, that any such reduction of the Purchase Limit then in
effect pursuant to clauses (i) or (ii) above, as applicable,
shall automatically and permanently reduce the amount of the Purchase Limit
set forth in such other clauses above in the same proportion as the
percentage of the reduction of the Purchase Limit then in effect.
References to the unused portion of the Purchase Limit shall mean, at any
time, the Purchase Limit minus the then outstanding Capital.



SECTION 3. Certain Representations, Warranties and Covenants. Each of the Seller, UGI
and the Servicer, as to itself, hereby represents and warrants that:




(a) the representations and warranties of such Person contained in Exhibit III
to the Agreement (as amended hereby) are true and correct as of the date hereof (unless
stated to relate solely to an earlier date, in which case such representations and
warranties were true and correct as of such earlier date);




(b) the execution and delivery by such Person of this Amendment, and the performance of
its obligations under this Amendment and the Agreement (as amended hereby) are within its
organizational powers and have been duly authorized by all necessary organizational action
on its part, and this Amendment and the Agreement (as amended hereby) are its valid and
legally binding obligations, enforceable in accordance with its terms, subject to the effect
of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of
creditors’ rights generally; and




(c) no Termination Event or Unmatured Termination Event has occurred, is continuing, or
would occur as a result of this Amendment.



SECTION 4. Effectiveness. This Amendment shall become effective as of the date hereof
provided that the Administrator shall have received:




(a) counterparts to this Amendment executed by each of the parties hereto; and




(b) counterparts to the Fee Letter executed by each of the parties thereto and
confirmation that the “Renewal Fee” owing thereunder has been paid in full.



SECTION 5. References to Agreement. Upon the effectiveness of this Amendment, each
reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like
import shall mean and be a reference to the Agreement as amended hereby, and each reference to the
Agreement in any other document, instrument or agreement executed and/or delivered in connection
with the Agreement shall mean and be a reference to the Agreement as amended hereby.



SECTION 6. Effect on the Agreement. Except as specifically amended above, the
Agreement and all other documents, instruments and agreements executed and/or delivered in
connection therewith shall remain in full force and effect and are hereby ratified and confirmed.



SECTION 7. No Waiver. The execution, delivery and effectiveness of this Amendment
shall not operate as a waiver of any right, power or remedy of any party under the Agreement or any
other document, instrument or agreement executed in connection therewith, nor constitute a waiver
of any provision contained therein, except as specifically set forth herein.



SECTION 8. Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE
PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS
LAW OF THE STATE OF NEW YORK).



SECTION 9. Successors and Assigns. This Amendment shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.



SECTION 10. Headings. The Section headings in this Amendment are inserted for
convenience of reference only and shall not affect the meaning or interpretation of this Amendment
or any provision hereof.



SECTION 11. Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which shall be deemed to be an original and all of which shall
constitute together but one and the same agreement. Delivery of an executed counterpart of a
signature page to this Amendment by facsimile or electronic transmission shall be effective as
delivery of a manually executed counterpart hereof.



SECTION 12. Severability. Each provision of this Amendment shall be severable from
every other provision of this Amendment for the purpose of determining the legal enforceability of
any provision hereof, and the unenforceability of one or more provisions of this Amendment in one
jurisdiction shall not have the effect of rendering such provision or provisions unenforceable in
any other jurisdiction.



[Signature Pages Follow]




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




ENERGY SERVICES FUNDING CORPORATION



	 	 	 
	By:      /s/ Andrew Koehler—

	 

	Name:

Title:

	 	Andrew Koehler

Controller







	 	 	UGI ENERGY SERVICES, LLC





	 	 	 
	By:      /s/ Andrew Koehler—

	 

	Name:

	 	Andrew Koehler







	 	 	Title: Controller




1










PNC BANK, NATIONAL ASSOCIATION,


as Issuer and Administrator



	 	 	 
	By:      /s/ Eric Bruno—

	 

	Name:

Title:

	 	Eric Bruno

Senior Vice President







2