EX-10.1






EXHIBIT 10.1




AMENDMENT NO. 16

Dated as of October 30, 2015 to




RECEIVABLES PURCHASE AGREEMENT Dated as of November 30, 2001





This AMENDMENT NO. 16 (this “Amendment”) dated as of October 30, 2015 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 a




Tenth 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) The following new defined term and definition thereof is hereby added to




Exhibit I to the Agreement in appropriate alphabetical order:




“Company Note” has the meaning set forth in the Purchase and Sale




Agreement.




(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
30, 2015” where it appears therein with the date “October 28, 2016”.




(c) The definition of “LMIR” set forth in Exhibit I to the
Agreement is hereby amended by inserting the phrase “the greater of (a) 0% and (b)” immediately
after the phrase “during any Settlement Period,” where it appears therein.




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




“Purchase Limit” means (i) at any time on or after October 30,



2015 and prior to but excluding May 1, 2016, $150,000,000 and (ii) at any
time on and after May 1, 2016 $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.




(e) Section 1(s) of Exhibit III to the Agreement is
replaced in its entirety with the following:



(s) The Seller is not an “investment company,” or a company
“controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended. In addition, the Seller is not
a “covered fund” under Section 13 of the U.S. Bank Holding Company Act of
1956, as amended, and the applicable rules and regulations thereunder (the
“Volcker Rule”). In determining that Seller is not a “covered fund” under
the Volcker Rule, Seller is entitled to rely on the exemption from the
definition of “investment company” set forth in Section 3(c)(5)(A)
or (B) of the Investment Company Act of 1940, as amended.




(f) The following new Section 1(x) is hereby added to Exhibit III to the




Agreement immediately following existing Section 1(w) thereof:



(x) The Seller has not, does not and will not during the term
of this Agreement (x) issue any obligations that (A) constitute
asset-backed commercial paper, or (B) are securities required to be
registered under the Securities Act of 1933 (the “33 Act”) or that
may be offered for sale under Rule 144A or a similar exemption from
registration under the 33 Act or the rules promulgated thereunder, or (y)
issue any other debt obligations or equity interests other than the
Company Notes or debt obligations substantially similar to the obligations
of the Seller under this Agreement that are (A) issued to other banks or
asset-backed commercial paper conduits in privately negotiated
transactions, and (B) subject to transfer restrictions substantially
similar to the transfer restrictions set forth in the



Agreement. The Seller further represents and warrants that its
assets and liabilities are consolidated with the assets and liabilities of
UGI for purposes of generally accepted accounting principles.




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:



and




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






(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/ Daniel J.

Platt





Name: Daniel J. Platt

Title: Treasurer




UGI ENERGY SERVICES, LLC



By: /s/ Daniel J.

Platt





Name: Daniel J. Platt

Title: Treasurer




	 	 	 	PNC
BANK, NATIONAL ASSOCIATION,	 






	 	 	 	as
Issuer and Administrator	 





By: /s/ Eric Bruno

Name: Eric Bruno

Title: Senior Vice President