EX-10.1






Exhibit 10.1




AMENDMENT NO. 12




Dated as of April 18, 2013




to




RECEIVABLES PURCHASE AGREEMENT




Dated as of November 30, 2001




This AMENDMENT NO. 12 (this “Amendment”) dated as of April 18, 2013 is entered into
among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as the seller (the
“Seller”), UGI ENERGY SERVICES, INC., a Pennsylvania corporation (“UGI”), as
initial servicer (in such capacity, together with its successors and permitted assigns in such
capacity, the “Servicer”), MARKET STREET FUNDING LLC, a Delaware limited liability
company (as successor to Market Street Funding Corporation) (together with its successors and
permitted assigns, the “Issuer”), and PNC BANK, NATIONAL ASSOCIATION, a national banking
association, 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”); and



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



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) of the definition of “Facility Termination Date” set forth on
Exhibit I to the Agreement is hereby amended by deleting the date “April 18,
2013” therein and substituting the date “November 1, 20 13” therefor.



(b) The definition of “Purchase Limit” set forth on Exhibit I to the
Agreement is hereby amended by deleting the amount “$200,000,000” therein and
substituting the amount “$100,000,000” therefor.



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 corporate powers and have been duly authorized by all necessary corporate 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 when the Administrator shall have received counterparts of (i) this Amendment (whether by
facsimile or otherwise) and (ii) that certain Eighth Amended and Restated Fee Letter, dated as
of the date hereof, among the parties hereto (whether by facsimile or otherwise), in each case,
executed and delivered by each of the parties hereto or thereto, as applicable.



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.



[Signature Pages Follow]





1






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/ Hugh J. Gallagher

	 

	Name: Hugh J. Gallagher

	Title:

	 	Treasurer







	 	 	UGI ENERGY SERVICES, INC.





	 	 	 
	By: /s/ Hugh J. Gallagher

	 

	Name: Hugh J. Gallagher

	Title:

	 	Treasurer






Amendment No. 12 to



Receivables Purchase Agreement (UGI)




S-1





MARKET STREET FUNDING LLC



	 	 	 
	By: /s/ Doris J. Hearn

	 

	Name: Doris J. Hearn

	Title:

	 	Vice President






Amendment No. 12 to



Receivables Purchase Agreement (UGI)




S-2





2







PNC BANK, NATIONAL ASSOCIATION,


as Administrator



	 	 	 
	By: /s/ William Falcon

	 

	Name: William Falcon

	Title:

	 	Senior Vice President






Amendment No. 12 to



Receivables Purchase Agreement (UGI)




S-3





3