Filed by Bowne Pure Compliance





Exhibit 10.91
(a)




Zentraleuropa LPG Holding GmbH




Flaga Straße 1




2100 Leobendorf




(registered under FN 276576 f, Landesgericht Korneuburg)




Raiffeisen Zentralbank Österreich AG




p.a. TATRA BANKA a. s.




Hodžovo námestie 3




811 06 Bratislava 1




Slovenská republika




Bratislava,
10. July 2008




Accounts No.:

13-54.065.107/CZK

13-54.065.107/SKK

13-54.065.107/PLN

13-54.065.107/RON

1-04.065.108/EUR

36-54.065.107/PLN

38-54.065.107/SKK

88-54.065.107/CZK

95-54.065.107/RON

98-54.065.107/HUF

/Amendment Offer




Ladies und Gentlemen,




reference is made to the debit balances, which are currently shown on our aforementioned accounts
held with your bank (hereinafter collectively the “Accounts”), and the underlying legal
relationship between our company and your bank. We hereby offer you to amend the aforementioned
legal relationship (hereinafter the “Legal Relationship”) as follows:”



As from the date on which this Amendment Offer is accepted, Zentraleuropa LPG Holding GmbH may
give RZB instructions to issue performance and payment guarantees and also credit guarantees under
the Legal Relationship (each a “Guarantee”), provided always that:




	 	(i)	 	each instruction shall (a) specify the beneficiary, the amount, the date of
issue and the date of expiry of the requested Guarantee, and (b) have the wording of
the requested Guarantee attached to it; and

	 
	 	(ii)	 	the term of the requested Guarantee is not more than 24 months from issuing
of the Guarantee; and

	 
	 	(iii)	 	the wording of the requested guarantee is acceptable to the Bank in form and
substance; and

	 
	 	(iv)	 	the amount of the requested Guarantee, together with all possible debit
balances under the Legal Relationship, shall not exceed EUR 8,000.000 (EURO eight
million).





 


 









 





Each instruction to issue a Guarantee shall be irrevocable.



The applicable Guarantee Fee for the aforementioned credit guarantees according to the Legal
Relationship shall be 35.00 (thirty-five point zero) basis points.



Should Guarantees issued by RZB according to the Legal Relationship be drawn in a foreign currency
and if there does not exists a Foreign Currency Current Account of Zentraleuropa LPG Holding GmbH
with RZB for the relevant foreign currency in which said Guarantee is so drawn, RZB shall inform
Zentraleuropa LPG Holding GmbH and shall debit the amounts so drawn to the EUR-Current Account
unless Zentraleuropa LPG Holding GmbH provides the amounts in the relevant foreign currency within
two (2) Business Days. RZB will convert amounts paid under a Guarantee into EURO on the basis of
the daily exchange rate as of the date of the payment under the relevant Guarantee. Insofar as
there is no cover for these amounts in the EUR-Current Account, Zentraleuropa LPG Holding GmbH
shall immediately pay these amounts to RZB for credit and deposit on the EUR-Current Account.



The Applicable Margin for any possible debit balances on the Accounts according to the Legal
Relationship shall be 60.00 (sixty point zero) basis points per annum.



Any debit balances which are currently shown on the Accounts will be repaid to the Bank not later
than June 22, 2009. The aforementioned Legal Relationship will end with the repayment. All
possible securities under and in connection with the aforementioned Legal Relationship shall
remain in full force and effect.



Apart from the amendments offered herein, the Legal Relationship shall remain unchanged. All
security agreed or granted in favor of RZB with regard to the Legal Relationship shall remain in
full force and effect.”



If you accept the present amendment offer, we shall pay you a one-time management fee in the amount
of EUR 3.250,__ __.



You can accept the present offer on or before 30.07.2008, by debiting the aforementioned
management fee under the reference “management fee/4.065.108” to our account no. 1-04.065.108
with you. We hereby irrevocably authorize you to make such debit on our behalf and for our
account. Your acceptance of the present offer will come into full force and effect by virtue of
such debit only, irrespective of whether and when we may be informed about your acceptance.



With
kind regards,








Zentraleuropa LPG Holding GmbH




Accepted and agreed:








UGI Corporation (as Guarantor)

Robert W. Krick, Vice President, Treasurer