Exhibit 10.46





Exhibit 10.46




EXECUTION COPY




AMENDMENT NO. 7

Dated as of April 23, 2009

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 30, 2001




This AMENDMENT NO. 7 (this “Amendment”) dated as of April 23, 2009 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”);



WHEREAS, in connection with this Amendment and concurrently herewith, the Parties are
entering into the Fourth Amended and Restated Fee Letter, dated the date hereof (the “A&R Fee
Letter”); and



WHEREAS, the parties hereto wish to make certain changes to the Agreement as herein provided
below;



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.



2.1 Section 1.6(b) of the Agreement is amended by replacing the rate “2.0% per annum”
where it appears therein with the rate “3.00% per annum”.



2.2
The definition of “Alternate Rate” set forth in Exhibit I to the Agreement is
replaced in its entirety with the following:




“Alternate Rate” for any Settlement Period for any Portion of Capital of the
Purchased Interest means an interest rate per annum equal to: (a) 2.00% per annum
above the Euro-Rate for such Settlement Period, or, in the sole discretion of the
Administrator, (b) the Base Rate for such Settlement Period; provided,

 


 









 






however, that the “Alternate Rate” for any day while a Termination Event
exists shall be an interest rate equal to 3.00% per annum above the Base Rate in
effect on such day.



2.3 The definition of “Concentration Percentage” set forth in Exhibit I to the
Agreement is amended by replacing the percentage “16.00%” where it appears in clause (b) thereof with the percentage “12.00%”.



2.4 The definition of “Concentration Reserve Percentage” set forth in Exhibit
I to the Agreement is replaced in its entirety with the following:




“Concentration Reserve Percentage” means, at any time, the largest of: (a) the
sum of five largest Group D Obligor Percentages, (b) the sum of the three largest
Group C Obligor Percentages, (c) the sum of two largest Group B Obligor Percentages
and (d) the largest Group A Obligor Percentage.



2.5 The definition of “CP Rate” set forth in Exhibit I to the Agreement is amended by
replacing the percentage “2.00%” where it appears therein with the percentage “3.00%”.



2.6 Clause (a) of the definition of “Defaulted Receivable” set forth in
Exhibit I to the Agreement is amended by replacing the phrase “90 days from the original
invoice date” where it appears therein with the phrase “60 days from the original due date”.



2.7 The definition of “Delinquent Receivable” set forth in Exhibit I to the
Agreement is amended by replacing the phrase “90 days from the original invoice date” where it
appears therein with the phrase “60 days from the original due date”.



2.8 The definition of “Dilution Reserve Percentage” set forth in Exhibit I to
the Agreement is amended by replacing the number “2.0” where it appears therein with the number
“2.25”.



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




(d) (i) that arises under a duly authorized Contract for the sale and delivery
of goods and services in the ordinary course of the Originator’s business or (ii) in
the case of a Receivable arising in connection with the sale or assignment by the
Originator to a Purchasing Utility of a Billing Program Receivable, such Receivable
arises under an Approved Billing Program; provided, however, that
Receivables described in clause (ii) above shall not constitute Eligible
Receivables to the extent that the aggregate Outstanding Balance of such Receivables
exceeds 20% of the aggregate Outstanding Balance of all Eligible Receivables,



2.10 The definition of “Facility Termination Date” set forth in Exhibit I to
the Agreement is amended by replacing the date “April 23, 2009” where it appears in clause (a) thereof with the date April 22, 2010.


 


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2.11 The definition of “Loss Reserve Percentage” set forth in Exhibit I to the
Agreement is amended by replacing the number “2.0” where it appears therein with the number
“2.25”.



2.12 The definition of “Receivable” set forth in Exhibit I to the Agreement is
replaced in its entirety with the following:




“Receivable” means any indebtedness and other obligations (whether or not
earned by performance) owed to the Seller (as assignee of the Originator) or the
Originator by, or any right of the Seller or the Originator to payment from or on
behalf of, an Obligor (including a Purchasing Utility), whether constituting an
account, chattel paper, instrument or general intangible, arising in connection with
(i) property or goods that have been or are to be sold or otherwise disposed of, or
services rendered or to be rendered by the Originator (including, in each case and
without limitation, the sale of electricity or natural gas) or (ii) the sale or
assignment by the Originator to a Purchasing Utility of a Billing Program
Receivable, and, in each case, includes the obligation (if any) to pay any finance
charges, fees and other charges with respect thereto; provided, however,
that “Receivable” shall not include any Billing Program Receivable. Indebtedness and
other obligations arising from any one transaction, including indebtedness and other
obligations represented by an individual invoice or agreement, shall constitute a
Receivable separate from a Receivable consisting of the indebtedness and other
obligations arising from any other transaction.



2.13 The definition of “Yield Reserve Percentage” set forth in Exhibit I to
the Agreement is amended by replacing the number “1.5” where it appears in the formula therein with
the number “2.0”.



2.14 The following defined terms and definitions thereof are added to Exhibit I of the
Agreement in appropriate alphabetical order:




“Approved Billing Program” means any consolidated billing or similar
agreement between a Purchasing Utility and the Originator pursuant to which the
Originator may from time to time sell and/or assign receivables, which agreement has
been approved in writing by the Administrator; provided, that if (i) the
Originator delivers to the Administrator in writing and in accordance with
Section 5.2 a copy of such an agreement (or a substantially final draft
thereof) with a request that it be approved as an “Approved Billing Program” and
(ii) the Administrator does not, on or prior to the date that is ten (10) Business
Days following such delivery, notify the Originator or the Servicer that the
Administrator is withholding such approval, the Administrator shall be deemed to
have approved such agreement as an “Approved Billing Program” in accordance with
this definition. Without limiting the generality of the foregoing, each of the
following agreements shall be an Approved Billing Program: (x) that certain
Consolidated Utility Billing Service and Assignment Agreement, contemplated to be
entered into between Consolidated Edison Company of New York, Inc. and the
Originator, containing terms and conditions in form and substance substantially


 


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similar to those set forth in the draft of such agreement previously delivered by
the Originator to the Administrator on April 7, 2009 and (y) that certain Third
Party Supplier Customer Account Services Master Service Agreement, dated November
6, 2008, by and between Public Service Electric and Gas Company and the Originator,
a copy of which was delivered by the Originator to the Administrator on April 20,
2009.




“Billing Program Receivable” means a Receivable described in
clause (i) of the definition of the term “Receivable”, which is sold and/or
assigned by the Originator to a Purchasing Utility from time to time pursuant to an
Approved Billing Program.




“Days’ Sales Outstanding” means, for any calendar month, an amount
(expressed as a number of days) computed as of the last day of such calendar month
equal to: (a) the average of the Outstanding Balance of all Pool Receivables as of
the last day of each of the three most recent calendar months ended on the last day
of such calendar month divided by (b) (i) the aggregate credit sales made by the
Originator during the three calendar months ended on the last day of such calendar
month divided by (ii) 90.




“Purchasing Utility” means a jurisdictional natural gas or electricity
distribution company.



2.15 Clause (g) of Exhibit V to the Agreement is replaced in its entirety with the
following:




(g) (i) the (A) Default Ratio shall exceed 2.25% or (B) Delinquency Ratio shall
exceed 10.0% or (ii) the average for three consecutive calendar months of (A) the
Default Ratio shall exceed 1.50%, (B) the Delinquency Ratio shall exceed 9.0%, (C)
the Dilution Ratio shall exceed 1.75% or (iii) Days’ Sales Outstanding exceeds 45
days;



2.16 Schedule IV (Location of Records) to the Agreement is replaced in its entirety
with the new Schedule IV attached to this Amendment (which new Schedule reflects the
change of address previously communicated to the Administrator).



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
(including after giving effect to the filing of the financing statement amendments attached
as Exhibit A hereto) (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


 


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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 or the filing of the financing statement
amendments attached as Exhibit A hereto.



SECTION 4. UCC Filings. The Seller hereby authorizes the Issuer (or the Administrator
on its behalf) to file financing statements describing as the collateral covered thereby as “all
of the debtor’s personal property or assets” or words to that effect, notwithstanding that such
wording may be broader in scope than the collateral described in the Agreement. The Administrator
(on the Issuer’s behalf) agrees, and UGI and the Seller authorize the Administrator and the
Issuer, to file (at UGI’s and the Seller’s expense) the UCC-3 financing statement amendments
attached as Exhibit A hereto.



SECTION 5. Effectiveness. This Amendment shall become effective as of the date hereof
when the Administrator shall have received (i) counterparts of this Amendment (whether by
facsimile or otherwise), executed and delivered by each of the parties hereto, (ii) counterparts
of the A&R Fee Letter duly executed by each of the parties thereto, (iii) confirmation that the
“Maturity Extension Fee” has been paid in accordance with and as defined in the A&R Fee Letter and
(iv) such other documents as the Administrator may reasonably request.



SECTION 6. 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 7. 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 8. 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 9. Governing Law. This Amendment, including the rights and duties of the
parties hereto, shall be governed by, and construed in accordance with, the laws of the State of
New York (without giving effect to the conflict of laws principles thereof).



SECTION 10. 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.


 


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SECTION 11. 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 12. 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]



 


- 6 -









 





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/  Bradley C. Hall
 	 
	 	 	Name:  	Bradley C. Hall 	 
	 	 	Title:  	Vice President 	 
	 
	 	UGI ENERGY SERVICES, INC.

 	 
	 	By:  	/s/ Bradley C. Hall
 	 
	 	 	Name:  	Bradley C. Hall 	 
	 	 	Title:  	President 	 



Amendment No. 7 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. 7 to

Receivables Purchase Agreement (UGI)



 


S-2









 





	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION, as Administrator

 	 
	 	By:  	/s/ William P. Falcon
 	 
	 	 	Name:  	William P. Falcon 	 
	 	 	Title:  	Vice President 	 
	 



Amendment No. 7 to

Receivables Purchase Agreement (UGI)




 


S-3









 







SCHEDULE IV

LOCATION OF RECORDS OF SELLER




460 North Gulph Road

King of Prussia, Pennsylvania 19406-2815




1 Meridian Boulevard

Reading, Pennsylvania 19610





 


Schedule IV-1











 




EXHIBIT A




FINANCING STATEMENT AMENDMENTS




(Attached)



 


Exhibit A-1









 








FOLLOW INSTRUCTIONS (front and back) CAREFULLY



A. NAME & PHONE OF CONTACT AT FILER [optional]



B. SEND ACKNOWLEDGMENT TO: (Name and Address)




	 	 	 
	 

	 	THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY






	 	 	 	 	 	 	 
	1a.

	 	INITIAL FINANCING STATEMENT FILE #

34651231     Filed 12/4/2001
	 	1b.
o
	 	This FINANCING STATEMENT
AMENDMENT is to be filed
[for record] (or recorded)
in the REAL ESTATE
RECORDS.







	2. o	 	 TERMINATION: Effectiveness
of the Financing Statement identified above is terminated
with respect to security interest(s) of the Secured Party authorizing this Termination
Statement.

	 
	3. o	 	 CONTINUATION: Effectiveness
of the Financing Statement identified above with respect to
security interest(s) of the Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law.

	 
	4. o	 	 ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of
assignee in item 7c; and also give name of assignor in item 9.

	 
	5.	 	AMENDMENT (PARTY INFORMATION): This Amendment affects    o Debtor or þ Secured Party of record. Check only one of
these two boxes.

	 
	 	 	Also check one of the following three boxes and provide
appropriate information in items 6 and/or 7.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	þ
	 	CHANGE name and/or address: Please refer to the detailed instructions
in regards to changing the name/address of a party.
	 	o
	 	DELETE name: Give record name
to be deleted in item 6a or 6b.
	 	o
	 	ADD name: Complete
item 7a or 7b, and
also item 7c; also
complete items
7e-7g (if
applicable).







	6.	 	CURRENT RECORD INFORMATION:

	 
	 	 	6a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding Corporation






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	6b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX







	7.	 	CHANGED (NEW) OR ADDED INFORMATION:

	 
	 	 	7a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding LLC






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	7b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 	 	 	 	 
	7c. MAILING ADDRESS 

c/o Amacar Group LLC, 6525 Morrison Blvd

	 	CITY

Charlotte
	 	STATE

NC
	 	POSTAL CODE

28211
	 	COUNTRY

USA






	 	 	 	 	 	 	 	 	 	 	 
	7d. SEE INSTRUCTIONS

	 	ADD’L INFO RE
ORGANIZATION DEBTOR
	 	7e. TYPE OF 

ORGANIZATION
	 	7f. JURISDICTION OF 

ORGANIZATION
	 	7g. ORGANIZATIONAL 

ID #, if any
	 	o NONE







	8.	 	AMENDMENT (COLLATERAL CHANGE): check only one box.

	 
	 	 	Describe collateral o deleted or o added, or give entire o restated collateral description, or
describe collateral o assigned.







	9.	 	NAME OF SECURED PARTY OF
RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an
Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the
authorizing Debtor, or if this is a Termination authorized by a
Debtor, check here o and enter
name of DEBTOR authorizing this Amendment.

	 
	 	 	9a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding LLC (f/k/a Market Street Funding Corporation)






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	9b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 
	10. OPTIONAL FILER REFERENCE DATA
	 	 	 	 
	File w/SOS PA (01917304- 8 ) (Debtor: UGI Energy Services Inc.)

	 	(#9215258)
	 	(FILE FIRST)






FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)





 


 











 









FOLLOW INSTRUCTIONS (front and back) CAREFULLY



A. NAME & PHONE OF CONTACT AT FILER [optional]



B. SEND ACKNOWLEDGMENT TO: (Name and Address)




	 	 	 
	 

	 	THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY






	 	 	 	 	 	 	 
	1a.

	 	INITIAL FINANCING STATEMENT FILE #

34651231     Filed 12/4/2001
	 	1b.
o
	 	This FINANCING STATEMENT
AMENDMENT is to be filed
[for record] (or recorded)
in the REAL ESTATE
RECORDS.







	2. o	 	 TERMINATION: Effectiveness
of the Financing Statement identified above is terminated
with respect to security interest(s) of the Secured Party authorizing this Termination
Statement.

	 
	3. o	 	 CONTINUATION: Effectiveness
of the Financing Statement identified above with respect to
security interest(s) of the Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law.

	 
	4. o	 	 ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of
assignee in item 7c; and also give name of assignor in item 9.

	 
	5.	 	AMENDMENT (PARTY INFORMATION): This Amendment affects    þ Debtor or o Secured Party of record. Check only one of
these two boxes.

	 
	 	 	Also check one of the following three boxes and provide
appropriate information in items 6 and/or 7.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	þ
	 	CHANGE name and/or address: Please refer to the
detailed instructions in regards to changing the name/address of a party.
	 	o
	 	DELETE name: Give record name
to be deleted in item 6a or 6b.
	 	o
	 	ADD name: Complete
item 7a or 7b, and
also item 7c; also
complete items
7e-7g (if
applicable).







	6.	 	CURRENT RECORD INFORMATION:

	 
	 	 	6a. ORGANIZATION’S NAME

	 
	 	 	UGI Energy Services, Inc.






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	6b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX







	7.	 	CHANGED (NEW) OR ADDED INFORMATION:

	 
	 	 	7a. ORGANIZATION’S NAME

	 
	 	 	UGI Energy Services, Inc.







	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	7b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 	 	 	 	 
	7c. MAILING ADDRESS 

1 Meridian Boulevard

	 	CITY

Reading
	 	STATE

PA
	 	POSTAL CODE

19610
	 	COUNTRY

USA






	 	 	 	 	 	 	 	 	 	 	 
	7d. SEE INSTRUCTIONS

	 	ADD’L INFO RE 


ORGANIZATION 

DEBTOR
	 	7e. TYPE OF 

ORGANIZATION
	 	7f. JURISDICTION OF 

ORGANIZATION
	 	7g. ORGANIZATIONAL 

ID #, if any
	 	o NONE







	8.	 	AMENDMENT (COLLATERAL
CHANGE): check only one  box.

	 
	 	 	Describe collateral o deleted or o added, or give entire o restated collateral description, or
describe collateral o assigned.







	9.	 	NAME OF SECURED PARTY OF
RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an
Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the
authorizing Debtor, or if this is a Termination authorized by a
Debtor, check here o and enter
name of DEBTOR authorizing this Amendment.

	 
	 	 	9a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding LLC 






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	9b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 
	10. OPTIONAL FILER REFERENCE DATA
	 	 	 	 
	File w/SOS PA (01917304- 9 ) (Debtor: UGI Energy Services Inc.)

	 	(#9215901)
	 	(FILE SECOND)






FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)





 


 











 












FOLLOW INSTRUCTIONS (front and back) CAREFULLY




A. NAME & PHONE OF CONTACT AT FILER [optional]




B. SEND ACKNOWLEDGMENT TO: (Name and Address)




	 	 	 
	 

	 	THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY






	 	 	 	 	 	 	 
	1a.

	 	INITIAL FINANCING STATEMENT FILE #

34651231     Filed 12/4/2001
	 	1b.
o
	 	This FINANCING STATEMENT
AMENDMENT is to be filed
[for record] (or recorded)
in the REAL ESTATE
RECORDS.







	2. o	 	 TERMINATION: Effectiveness
of the Financing Statement identified above is terminated
with respect to security interest(s) of the Secured Party authorizing this Termination
Statement.

	 
	3. o	 	 CONTINUATION: Effectiveness of the Financing Statement identified above with respect to
security interest(s) of the Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law.

	 
	4. o	 	 ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of
assignee in item 7c; and also give name of assignor in item 9.

	 
	5.	 	AMENDMENT (PARTY INFORMATION): This Amendment affects    o Debtor or o Secured Party of record. Check only one of
these two boxes.

	 
	 	 	Also check one of the following three boxes and provide
appropriate information in items 6 and/or 7.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	o
	 	CHANGE name and/or
address: Please
refer to the
detailed
instructions
in regards to
changing the
name/address
of a party.
	 	o
	 	DELETE name: Give record name
to be deleted in item 6a or 6b.
	 	o
	 	ADD name: Complete
item 7a or 7b, and
also item 7c; also
complete items
7e-7g (if
applicable).







	6.	 	CURRENT RECORD INFORMATION:

	 
	 	 	6a. ORGANIZATION’S NAME






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	6b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX







	7.	 	CHANGED (NEW) OR ADDED INFORMATION:

	 
	 	 	7a. ORGANIZATION’S NAME






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	7b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 	 	 	 	 
	7c. MAILING ADDRESS 


	 	CITY

	 	STATE

	 	POSTAL CODE

	 	COUNTRY








	 	 	 	 	 	 	 	 	 	 	 
	7d. SEE INSTRUCTIONS

	 	ADD’L INFO RE 

ORGANIZATION 

DEBTOR
	 	7e. TYPE OF 
ORGANIZATION
	 	7f. JURISDICTION OF 

ORGANIZATION
	 	7g. ORGANIZATIONAL 

ID #, if any
	 	o NONE







	8.	 	AMENDMENT (COLLATERAL CHANGE): check only one box.

	 
	 	 	Describe collateral o deleted or o added, or give
entire þ restated collateral description, or
describe collateral o assigned.






The Schedule A attached to the financing statement referenced above is deleted in its entirety and is replaced with the Schedule A, consisting of 4 pages, which is attached hereto and made a part hereof.



	9.	 	NAME OF SECURED PARTY OF
RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an
Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the
authorizing Debtor, or if this is a Termination authorized by a
Debtor, check here o and enter
name of DEBTOR authorizing this Amendment.

	 
	 	 	9a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding LLC 






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	9b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 
	10. OPTIONAL FILER REFERENCE DATA
	 	 	 	 
	File w/SOS PA (01917304- 10 ) (Debtor: UGI Energy Services Inc.)

	 	(#9215260)
	 	(FILE THIRD)






FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)





 


 











 




SCHEDULE A

to

Amendment to Uniform Commercial Code Financing Statement

on Form UCC-3




DEBTOR/SELLER:




UGI Energy Services, Inc. 

1 Meridian Boulevard 

Reading, Pennsylvania 19610




SECURED PARTY/PURCHASER:




Energy Services Funding Corporation

460 North Gulph Road, Suite 200

King of Prussia, Pennsylvania 19406-2815




ASSIGNEE OF SECURED

PARTY/PURCHASER:




Market Street Funding LLC

c/o AMACAR Group, LLC

6525 Morrison Boulevard, Suite 318

Charlotte, North Carolina 28211




The financing statement (the “Financing Statement”) to which this Schedule A is
attached and made a part thereof covers all legal and equitable right, title and interest of the
Debtor/Seller in, to and under all of the following, whether now or hereafter owned, existing or
arising (collectively, the “Property”):



(a) each Receivable and the Related Security now existing and hereafter created by the

Debtor/Seller;



(b) all monies due or to become due and all amounts received with respect thereto;



(c) all books and records of the Debtor/Seller related to any of the foregoing, and all
rights, remedies, powers, privileges, title and interest of the Debtor/Seller in each lock-box
and
related lock-box address and account to which Collections are sent, all amounts on deposit
therein, all certificates and instruments, if any, from time to time evidencing such accounts
and
amounts on deposit therein, and all related agreements between such Debtor/Seller and each
Lock-Box Bank; and




(d) all proceeds and products of any of the foregoing.


 


1 of 4









 





The Financing Statement is being filed to perfect all interests in the Property
(described above) that is or will be purchased from time to time by the Secured Party/Purchaser
from the Debtor/Seller pursuant to the Purchase and Sale Agreement. A purchase of or a grant of a
security interest in any Property (described above) described in this Financing Statement will
violate the rights of the Secured Party/Purchaser.




As used herein, the following terms shall have the meanings set forth below:



“Administrator” means PNC Bank, National Association, a national bank association, as
Administrator, together with its successors or assigns in such capacity.



“Approved Billing Program” means any consolidated billing or similar agreement
between a Purchasing Utility and the Debtor/Seller pursuant to which the Debtor/Seller may from
time to time sell and/or assign receivables, which agreement has been approved by the
Administrator in accordance with the Receivables Purchase Agreement.



“Billing Program Receivable” means a Receivable described in clause (i) of
the definition of the term “Receivable”, which is sold and/or assigned by the Debtor/Seller to a
Purchasing Utility from time to time pursuant to an Approved Billing Program.



“Collections” means, with respect to any Pool Receivable: (a) all funds that are received by
the Debtor/Seller, the Secured Party/Purchaser or the Servicer in payment of any amounts owed in
respect of such Receivable (including purchase price, finance charges, interest and all other
charges), or applied to amounts owed in respect of such Receivable (including insurance payments
and net proceeds of the sale or other disposition of repossessed goods or other collateral or
property of the related Obligor or any other Person directly or indirectly liable for the payment
of such Pool Receivable and available to be applied thereon), (b) all amounts deemed to have been
received pursuant to Section 1.4(e) of the Receivables Purchase Agreement and (c) all other
proceeds of such Pool Receivable.



“Contract” means, with respect to any Receivable, any and all contracts, instruments,
agreements, leases, invoices, notes or other writings pursuant to which such Receivable arises or
that evidence such Receivable or under which an Obligor becomes or is obligated to make payment in
respect of such Receivable.



“Lock-Box Account” means an account in the name of the Secured Party/Purchaser and
maintained by the Secured Party/Purchaser at a bank or other financial institution for the purpose
of receiving Collections.



“Lock-Box Bank” means any of the banks or other financial institutions holding one or more
Lock-Box Accounts.



“Obligor” means, with respect to any Receivable, the Person obligated to make payments
pursuant to the Contract relating to such Receivable.


 


2 of 4









 





“Person” means an individual, partnership, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint venture, limited liability company
or other entity, or a government or any political subdivision or agency thereof.




“Pool Receivable” means a Receivable in the Receivables Pool.



“Purchase and Sale Agreement” means the Purchase and Sale Agreement, dated as of
November 30, 2001 among Secured Party/Purchaser and Debtor/Seller, as such agreement may be
amended, amended and restated, supplemented, or otherwise modified from time to time.



“Purchasing Utility” means a jurisdictional natural gas or electricity distribution
company.



“Receivable” means any indebtedness and other obligations (whether or not earned by
performance) owed to the Debtor/Seller by, or any right of the Debtor/Seller to payment from or on
behalf of, an Obligor (including a Purchasing Utility), whether constituting an account, chattel
paper, instrument or general intangible, arising in connection with (i) property or goods that
have been or are to be sold or otherwise disposed of, or services rendered or to be rendered by
the Debtor/Seller (including, in each case and without limitation, the sale of electricity or
natural gas) or (ii) the sale or assignment by the Debtor/Seller to a Purchasing Utility of a
Billing Program Receivable, and, in each case, includes the obligation (if any) to pay any finance
charges, fees and other charges with respect thereto; provided, however, that “Receivable”
shall not include any Billing Program Receivable. Indebtedness and other obligations arising from
any one transaction, including indebtedness and other obligations represented by an individual
invoice or agreement, shall constitute a Receivable separate from a Receivable consisting of the
indebtedness and other obligations arising from any other transaction.



“Receivables Pool” means, at any time, all of the then outstanding Receivables
purchased or otherwise acquired by the Secured Party/Purchaser pursuant to the Purchase and Sale
Agreement.



“Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated as
of November 30, 2001 among Secured Party/Purchaser, the Servicer, the Administrator and Market
Street Funding Corporation, as such agreement may be amended, amended and restated, supplemented
or otherwise modified from time to time.



“Related Security” means, with respect to any Receivable: (a) all of the
Debtor/Seller’s interest in any goods (including returned goods), and documentation of title
evidencing the shipment or storage of any goods (including returned goods), relating to any sale
giving rise to such Receivable, (b) all instruments and chattel paper that may evidence such
Receivable, (c) all other security interests or liens and property subject thereto from time to
time purporting to secure payment of such Receivable, whether pursuant to the Contract related to
such Receivable or otherwise, together with all UCC financing statements or similar filings
relating thereto, and (d) all of the Debtor/Seller’s rights, interests and claims under the
Contracts and all guaranties, indemnities, insurance, letters of credit and other agreements
(including the related Contract) or


 


3 of 4









 






arrangements of whatever character from time to time supporting or securing payment of such
Receivable or otherwise relating to such Receivable, whether pursuant to the Contract related to
such Receivable or otherwise.



“Servicer” means UGI Energy Services, Inc., as the initial Servicer, and any of its successors
and assigns.




 


4 of 4











 








FOLLOW INSTRUCTIONS (front and back) CAREFULLY



A. NAME & PHONE OF CONTACT AT FILER [optional]



B. SEND ACKNOWLEDGMENT TO: (Name and Address)




	 	 	 
	 

	 	THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY






	 	 	 	 	 	 	 
	1a.

	 	INITIAL FINANCING STATEMENT FILE #

1160260 1     Filed 12/4/2001
	 	1b.
o
	 	This FINANCING STATEMENT
AMENDMENT is to be filed
[for record] (of recorded)
in the REAL ESTATE
RECORDS.







	2. o	 	 TERMINATION: Effectiveness of the Financing Statement Identified above is terminated
with respect to security interest(s) of the Secured Party authorizing this Termination
Statement.

	 
	3. o	 	 CONTINUATION: Effectiveness of the Financing Statement identified above with respect to
security interest(s) of the Secured Party authorizing this Continuation Statement is
continued for the additional period provided by applicable law.

	 
	4. o	 	 ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of
assignee in item 7c; and also give name of assignor in item 9.

	 
	5.	 	AMENDMENT (PARTY INFORMATION): This Amendment affects    o Debtor or þ Secured Party of record. Check only one of
these two boxes.

	 
	 	 	Also check one of the following three boxes and provide
appropriate information in Items 6 and/or 7.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	þ
	 	CHANGE name and/or
address: Please
refer to the
detailed
Instructions
in regards to
changing the
name/address
of a party.
	 	o
	 	DELETE name: Give record name
to be deleted in item 6a or 6b.
	 	o
	 	ADD name: Complete
item 7a or 7b, and
also item 7c; also
complete items
7e-7g (If
applicable).







	6.	 	CURRENT RECORD INFORMATION:

	 
	 	 	6a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding Corporation






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	6b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX







	7.	 	CHANGED (NEW) OR ADDED INFORMATION:

	 
	 	 	7a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding LLC






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	7b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 	 	 	 	 
	7c. MAILING ADDRESS 

c/o Amacar Group LLC, 6525 Morrison Blvd

	 	CITY

Charlotte
	 	STATE

NC
	 	POSTAL CODE

28211
	 	COUNTRY

USA






	 	 	 	 	 	 	 	 	 	 	 
	7d. SEE INSTRUCTIONS

	 	ADD’L INFO RE 


ORGANIZATION 

DEBTOR
	 	7e. TYPE OF 

ORGANIZATION
	 	7f . JURISDICTION OF 

ORGANIZATION
	 	7g. ORGANIZATIONAL 

ID #, If any
	 	o NONE







	8.	 	AMENDMENT (COLLATERAL CHANGE): check only one box.

	 
	 	 	Describe collateral o deleted or o added, or give entire o restated collateral description, or
describe collateral o assigned.







	9.	 	NAME OF SECURED PARTY OF
RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an
Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the
authorizing Debtor, or if this is a Termination authorized by a
Debtor, check here o and enter
name of DEBTOR authorizing this Amendment.

	 
	 	 	9a. ORGANIZATION’S NAME

	 
	 	 	Market Street Funding LLC (f/k/a Market Street Funding Corporation)






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	9b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 
	10. OPTIONAL FILER REFERENCE DATA
	 	 	 	 
	File w/SOS DE (01917304- 6 ) (Debtor: Energy Services Funding Corporation)

	 	(#9215254)
	 	(FILE FIRST)






FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)





 


 











 








FOLLOW INSTRUCTIONS (front and back) CAREFULLY



A. NAME & PHONE OF CONTACT AT FILER [optional]



B. SEND ACKNOWLEDGMENT TO: (Name and Address)




	 	 	 
	 

	 	THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY






	 	 	 	 	 	 	 
	1a.

	 	INITIAL FINANCING STATEMENT FILE #

1160260 1     Filed 12/4/2001
	 	1b.
o
	 	This FINANCING STATEMENT
AMENDMENT is to be filed
[for record] (of recorded)
in the 
REAL ESTATE
RECORDS.







	2. o	 	 TERMINATION: Effectiveness of the Financing Statement Identified above is terminated
with respect to security interest(s) of the Secured Party authorizing this Termination
Statement.

	 
	3. o	 	 CONTINUATION: Effectiveness of the Financing Statement identified above with respect to
security interest(s) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law.

	 
	4. o	 	 ASSIGNMENT (full or partial): Give name of assignee in item 7a or 7b and address of
assignee in item 7c; and also give name of assignor in item 9.

	 
	5.	 	AMENDMENT (PARTY INFORMATION): This Amendment affects    o Debtor or o Secured Party of record. Check only one of
these two boxes.

	 
	 	 	Also check one of the following three boxes and provide
appropriate information in Items 6 and/or 7.






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	o
	 	CHANGE name and/or
address: Please
refer to the
detailed
Instructions
in regards to
changing the
name/address
of a party.
	 	o
	 	DELETE name: Give record name
to be deleted in item 6a or 6b.
	 	o
	 	ADD name: Complete
item 7a or 7b, and
also item 7c; also
complete items
7e-7g (If
applicable).







	6.	 	CURRENT RECORD INFORMATION:

	 
	 	 	6a. ORGANIZATION’S NAME







	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	6b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX







	7.	 	CHANGED (NEW) OR ADDED INFORMATION:

	 
	 	 	7a. ORGANIZATION’S NAME






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	7b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 	 	 	 	 
	7c. MAILING ADDRESS 


	 	CITY
	 	STATE

	 	POSTAL CODE

	 	COUNTRY








	 	 	 	 	 	 	 	 	 	 	 
	7d. SEE INSTRUCTIONS

	 	ADD’L INFO RE


ORGANIZATION 

DEBTOR
	 	7e. TYPE OF 
ORGANIZATION
	 	7f . JURISDICTION OF 

ORGANIZATION
	 	7g. ORGANIZATIONAL 

ID #, If any
	 	o NONE







	8.	 	AMENDMENT (COLLATERAL
CHANGE): check only one box.

	 
	 	 	Describe collateral o deleted or o added, or give
entire þ restated collateral description, or
describe collateral o assigned.






The Schedule A attached to and made a part of the financing statement
referenced above is hereby deleted in its entirety and the collateral covered by the financing statement is restated in its entirety to read as follows:


This Financing Statement Covers The Following Collateral:


All assets and property of the Debtor/Seller, whether now owned or hereafter acquired or coming into existence and wherever located.



	9.	 	NAME OF SECURED PARTY OF
RECORD AUTHORIZING THIS AMENDMENT (name of assignor, if this is an
Assignment). If this is an Amendment authorized by a Debtor which adds collateral or adds the
authorizing Debtor, or if this is a Termination authorized by a
Debtor, check here o and enter
name of DEBTOR authorizing this Amendment.

	 
	 	 	9a. ORGANIZATION’S NAME

	 
	 	 	Energy Services Funding Corporation






	 	 	 	 	 	 	 	 	 	 	 
	OR

	 	9b.
	 	INDIVIDUAL’S LAST NAME
	 	FIRST NAME
	 	MIDDLE NAME
	 	SUFFIX






	 	 	 	 	 
	10. OPTIONAL FILER REFERENCE DATA
	 	 	 	 
	File w/SOS DE (01917304- 7 ) (Debtor: Energy Services Funding Corporation)

	 	(#9215256)
	 	(FILE SECOND)






FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05/22/02)





 


 











 




EXECUTION COPY




AMENDMENT NO. 8

Dated as of April 22, 2010

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 30, 2001




This AMENDMENT NO. 8 (this “Amendment”) dated as of April 22, 2010 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”);



WHEREAS, in connection with this Amendment and concurrently herewith, the Parties are entering
into the Fifth Amended and Restated Fee Letter, dated the date hereof (the “A&R Fee
Letter”); 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. Amendment to the Agreement. The definition of “Facility Termination
Date” set forth in Exhibit I to the Agreement is amended by replacing the date “April
22, 2010” where it appears in clause (a) thereof with the date April 21, 2011.



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 (i) counterparts of this Amendment (whether by facsimile
or otherwise), executed and delivered by each of the parties hereto and (ii) counterparts of the
A&R Fee Letter duly executed by each of the parties thereto.



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 laws of the State of
New York (without giving effect to the conflict of laws principles thereof).



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]



 


- 2 -









 





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:	 	 






Amendment No. 8 to

Receivables Purchase Agreement (UGI)



 


 









 





	 	 	 	 	 	 	 
	 	 	MARKET STREET FUNDING LLC	 	 
	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Amendment No. 8 to

Receivables Purchase Agreement (UGI)



 


 









 





	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION,
as Administrator	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Amendment No. 8 to

Receivables Purchase Agreement (UGI)





 


 











 




EXECUTION COPY




AMENDMENT NO. 9

Dated as of August 26, 2010

to

RECEIVABLES PURCHASE AGREEMENT

Dated as of November 30, 2001




This AMENDMENT NO. 9 (this “Amendment”) dated as of August 26, 2010 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.



(i) Section 1.1(b) of the Agreement is hereby amended and restated in its entirety to
read as follows:




(b) The Seller may, upon at least 60 days’ written notice to the
Administrator, terminate the Purchase Facility provided in this Section in
whole or, upon at least 30 days’ written notice to the Administrator, from
time to time, irrevocably reduce in part the unused portion of the Purchase
Limit; provided, that, so long as the Credit Agreement is in
effect, the Seller’s right to terminate the Purchase Facility in whole
pursuant to this Section 1.1(b) is conditioned upon the Seller
exercising its option to repurchase in full (but not in part) the Purchased
Interest in accordance with the terms of Section 5.14;
provided, further, that each partial reduction shall be in
the amount of at least $5,000,000, or an integral multiple of $1,000,000 in
excess thereof, and that, unless
terminated in whole, the Purchase Limit shall in no event be reduced below
$20,000,000.


 


 









 





(ii) A new Section 5.14 is hereby added to the Agreement immediately following
Section 5.13 therein to read as follows:




Section 5.14 Purchase Option. So long as the Credit Agreement
is in effect, the Seller shall have the right to repurchase in full (but not
in part) the Purchased Interest from the Issuer and the Purchasers, if any,
on any Settlement Date on the terms hereinafter set forth in this
Section 5.14 (such date, the “Repurchase Date”). The Seller
shall give the Administrator at least sixty (60) days’ prior written notice
of such repurchase. The Repurchase Date shall occur not later than the
Settlement Date immediately after the sixty-day period following Seller’s
written notice of such repurchase to the Administrator. Upon payment of the
full Repurchase Price for the Purchased Interest on the Repurchase Date, as
herein provided, the Issuer and the Purchasers, as applicable, shall be
deemed to have reconveyed the Purchased Interest to the Seller without
recourse, representation or warranty. The Seller shall pay such repurchase
price (the “Repurchase Price”) for the Purchased Interest on the
Repurchase Date in immediately available funds to the Administrator in an
amount equal to the sum of (i) the aggregate of the Discount accrued for
each Portion of Capital for the Issuer and each Purchaser accrued to and
including the Repurchase Date, (ii) the Capital for the Issuer and each
Purchaser, (iii) all amounts payable pursuant to Sections 1.5,
1.7, 1.8 or 5.4 or Article III accrued to
and including the Repurchase Date, (iv) all other fees, costs, expenses and
other obligations of the Seller and the Servicer pursuant to the Transaction
Documents that are payable as of the Repurchase Date, and (v) if UGI is not
the Servicer, the Issuer’s Share of the Servicing Fee allocated to the
Purchased Interest that has accrued to and including the Repurchase Date.



(iii) Exhibit I to the Agreement is hereby amended by adding the following
terms, as alphabetically appropriate:




“Credit Agreement” means that certain Credit Agreement, dated on or
about August 26, 2010, among UGI, as borrower, the lenders party thereto,
JPMorgan Chase Bank, N.A., as administrative agent, PNC Bank, National
Association, Wells Fargo Bank, National Association, and certain other
parties, as such agreement may be amended, amended and restated,
supplemented or otherwise modified from time to time.




“Repurchase Price” has the meaning set forth in Section 5.14 of
the Agreement.


 


- 2 -









 





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 this Amendment (whether by facsimile or
otherwise), executed and delivered by each of the parties hereto.



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 laws of the State of
New York (without giving effect to the conflicts of law principles thereof).



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.


 


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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]



 


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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:	 	 






Amendment No. 9 to

Receivables Purchase Agreement (UGI)



 


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	 	 	MARKET STREET FUNDING LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Amendment No. 9 to

Receivables Purchase Agreement (UGI)



 


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	 	 	PNC BANK, NATIONAL ASSOCIATION, as Administrator	 	 
	 
	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






Amendment No. 9 to

Receivables Purchase Agreement (UGI)





 


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