EX-10.1






AMENDMENT NO. 11

Dated as of April 19, 2012

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 30, 2001




This AMENDMENT NO. 11 (this “Amendment”) dated as of April 19, 2012 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 (iii) of the second proviso of Section 5.6 of the Agreement
is hereby replaced in its entirety with the following:



(iii) any nationally recognized statistical rating organization and the
rating agencies rating the Notes,




(b) 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 19, 2012”
therein and substituting the date “April 18, 2013” 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 Seventh 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]




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:






Name:




	 	 	 	Title:






UGI ENERGY SERVICES, INC.




	 	 	 	By:






Name:




	 	 	 	Title:




1










	 	 	 	MARKET STREET FUNDING LLC






	 	 	 	By:






Name:




	 	 	 	Title:




2










PNC BANK, NATIONAL ASSOCIATION, as Administrator




	 	 	 	By:






Name:




	 	 	 	Title:






3