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                                                                   Exhibit 10.62

                              PERFORMANCE GUARANTY

         This PERFORMANCE GUARANTY (this "Performance Guaranty"), dated as of
August 29, 2003, made by UGI Corporation, a Pennsylvania corporation (the
"Company"), in favor of MARKET STREET FUNDING CORPORATION, a Delaware
corporation, as Issuer ("Issuer"), and PNC BANK, NATIONAL ASSOCIATION, a
national banking association, as Administrator (the "Administrator").
Capitalized terms not otherwise defined herein that are defined in the
Receivables Purchase Agreement and the Purchase and Sale Agreement referred to
below shall when used herein have the meanings specified in the Receivables
Purchase Agreement and the Purchase and Sale Agreement, as applicable.

                             PRELIMINARY STATEMENTS:

         (1)      UGI Energy Services, Inc., a Pennsylvania corporation
("UGIES"), in its capacity as an Originator and any other party that shall
become a party to the Purchase and Sale Agreement (as defined below) as an
Originator are collectively referred to herein as "Originators" and each
individually as an "Originator") and Energy Services Funding Corporation, a
Delaware corporation (the "Seller"), have entered into a Purchase and Sale
Agreement, dated as of November 30, 2001 (as amended through the date hereof,
and as the same may be amended, supplemented or otherwise modified from time to
time, the "Purchase and Sale Agreement"), pursuant to which each Originator has
sold and will sell Receivables and Related Rights (as defined in the Purchase
and Sale Agreement) to the Seller.

         (2)      The Seller, UGIES, as the Servicer (the "Servicer"), Issuer
and the Administrator have entered into the Receivables Purchase Agreement,
dated as of November 30, 2001 (as amended through the date hereof, and as the
same may be amended, supplemented or otherwise modified from time to time, the
"Receivables Purchase Agreement" and together with the Purchase and Sale
Agreement, the "Agreements"), pursuant to which the Seller has sold and will
sell undivided interests in the Receivables and the Related Rights to the
Issuer.

         NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company hereby agrees as follows:

         SECTION 1. Unconditional Undertaking; Enforcement. (a) The Company
hereby unconditionally and irrevocably undertakes and agrees, as set forth
herein, with and for the benefit of the Issuer, the Administrator and each
Program Support Provider that, in the event that any Originator or the Servicer
shall fail in any manner whatsoever to perform or observe any of the terms,
covenants, conditions, agreements and undertakings to be performed or observed
by (1) any such Originator under the Purchase and Sale Agreement in accordance
with the terms thereof, including, without limitation, the obligations of each
Originator under Sections 3.3 and 9.1 of the Purchase and Sale Agreement or (2)
the Servicer under the Receivables Purchase Agreement in accordance with the
terms thereof (all such terms, covenants, conditions, agreements and
undertakings on the part of each Originator and the Servicer to be performed or
observed being collectively called the "Guaranteed Obligations"), when the same
shall be required to be performed or observed under such Agreement, then the
Company shall guarantee and ensure that each Originator, the Servicer or the
Company or some other Person duly and punctually performs and observes each
Guaranteed Obligation; it being understood that the term

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"Guaranteed Obligations" shall not be interpreted as a covenant, agreement or
undertaking on the part of any Originator or the Servicer regarding the
collectibility of any of the Receivables on account of insolvency, bankruptcy or
lack of creditworthiness of the related Obligor. It shall not be a condition to
the accrual of the obligation of the Company hereunder to guarantee and ensure
the performance or observance of any of the Guaranteed Obligations that the
Issuer, the Administrator or any Program Support Provider shall have first made
any request of or demand upon or given any notice to the Company or any other
person or have instituted any action or proceeding against the Company or any
other Person in respect thereof.

                  (b)      The Issuer, the Administrator or any Program Support
         Provider may proceed to enforce the obligations of any Originator or
         the Servicer under this Section 1 after their failure to perform such
         obligations in accordance with the terms of the Agreements without
         first pursuing or exhausting any right or remedy which Issuer, the
         Administrator or any Program Support Provider may have against any such
         Originator, the Servicer or any other Person or with respect to the
         Receivables or the Related Rights.

         SECTION 2. Obligation Absolute. The Company undertakes and agrees with
and for the benefit of the Issuer, the Administrator and each Program Support
Provider to ensure the performance of all Guaranteed Obligations strictly in
accordance with the terms of the Agreements. The obligations of the Company
under this Performance Guaranty are independent of the Guaranteed Obligations,
and a separate action or actions may be brought and prosecuted against the
Company to enforce this Performance Guaranty, irrespective of whether any action
is brought against any Originator or the Servicer or whether any such Originator
or the Servicer is joined in any such action or actions; provided that no such
action shall be brought prior to compliance with any notice requirement and the
expiration of any cure period applicable to the Guaranteed Obligations, in each
case as set forth in the Agreements. The obligations of the Company under this
Performance Guaranty shall be absolute and unconditional irrespective of:

                  (a)      any lack of validity or enforceability of either
         Agreement (other than as a result of any lack of validity or
         enforceability against the Issuer, the Administrator or any Program
         Support Provider);

                  (b)      any change in the time, manner or place of payment
         of, or in any other term of, all or any of the Guaranteed Obligations,
         or any other amendment or waiver of or any consent to departure from
         either Agreement including, without limitation, any increase in, or
         addition to, the Guaranteed Obligations resulting from additional
         purchases under the Receivables Purchase Agreement or otherwise;

                  (c)      any taking, exchange, release or non-perfection of
         any collateral, or any taking, release or amendment or waiver of or
         consent to departure from any other guaranty, for all or any of the
         Guaranteed Obligations;

                  (d)      any manner of application of collateral, or proceeds
         thereof, to all or any of the Guaranteed Obligations, or any manner of
         sale or other disposition of any collateral for all or any of the
         Guaranteed Obligations or any other assets of any Originator or the
         Servicer;

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                  (e)      any change, restructuring or termination of the
         corporate structure or existence of any Originator or the Servicer;

                  (f)      the insolvency, bankruptcy or reorganization of any
         Originator or the Servicer, or any stay or discharge of any of the
         Guaranteed Obligations in connection therewith; or

                  (g)      any other circumstance which might otherwise
         constitute a defense (except for a valid defense of any Originator or
         the Servicer not arising as a result of any such Originator's or the
         Servicer's breach of its obligations under either Agreement) available
         to, or a discharge of any such Originator or the Servicer.

This Performance Guaranty shall continue to be effective or be reinstated, as
the case may be, if at any time any payment or performance of any of the
Guaranteed Obligations is rescinded or must otherwise be returned by the Issuer,
the Administrator or any Program Support Provider upon the insolvency,
bankruptcy or reorganization of any Originator or the Servicer or otherwise, all
as though such payment had not been made.

         SECTION 3. Waiver. The Company hereby waives promptness, diligence,
notice of acceptance and any other notice with respect to any of the Guaranteed
Obligations except to the extent such notice is required to be provided with
regard to such Guaranteed Obligations in accordance with the terms of the
Agreements and this Performance Guaranty and any requirement that the Issuer,
the Administrator or any Program Support Provider protect, secure, perfect or
insure any security interest or lien or any property subject thereto or exhaust
any right or take any action against any Originator, the Servicer or any other
Person or any collateral.

         SECTION 4. Subrogation. The Company will not exercise any rights that
it may acquire by reason of any payment or performance hereunder, whether by way
of subrogation, reimbursement or otherwise resulting from its performance
hereunder until all unpaid or unperformed Guaranteed Obligations have been
discharged.

         SECTION 5. Representations and Warranties. The Company hereby
represents and warrants as follows:

                  (a)      The Company is a corporation duly incorporated and in
         existence under the laws of the Commonwealth of Pennsylvania.

                  (b)      The execution, delivery and performance by the
         Company of this Performance Guaranty are within the Company's corporate
         powers and have been duly authorized by all necessary corporate action
         and do not contravene (i) the Company's charter or by-laws or (ii) any
         material law or contractual restriction binding on or affecting the
         Company.

                  (c)      No authorization or approval or other action by, and
         no notice to or filing with, any governmental authority or regulatory
         body is required for the due execution, delivery and performance by the
         Company of this Performance Guaranty.

                                       3

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                  (d)      This Performance Guaranty is a legal, valid and
         binding obligation of the Company enforceable against the Company in
         accordance with its terms, except as enforceability may be limited by
         bankruptcy, insolvency, reorganization or other similar laws affecting
         the enforcement of creditors' rights generally and by general
         principles of equity, regardless of whether enforceability is
         considered in a proceeding in equity or at law.

                  (e)      There are no pending or, to the Company's knowledge,
         threatened actions, suits or proceedings affecting the Company before
         any court, governmental agency or arbitrator, which could reasonably be
         expected to materially adversely affect the ability of the Company to
         perform its obligations under this Performance Guaranty, or which
         purports to affect the legality, validity or enforceability of this
         Performance Guaranty.

                  (f)      There are no conditions precedent to the
         effectiveness of this Performance Guaranty.

         SECTION 6. Covenants. (a) The Company agrees that, until the date (the
"Final Collection Date") which is the later of the Facility Termination Date
and, the date on which no Investment of or Discount in respect of the Purchased
Interest shall be outstanding and all other amounts owed by the Seller under the
Receivables Purchase Agreement to the Issuer, the Administrator or any other
Indemnified Party or Affected Person shall be paid in full, the Company will,
unless the Administrator shall otherwise consent in writing:

                           (i)      comply in all material respects with all
applicable laws, rules, regulations and orders, and preserve and maintain its
corporate existence, rights, franchises, qualifications and privileges, except
to the extent that the failure so to comply with such laws, rules, regulations
or orders or the failure so to preserve and maintain such rights, franchises,
qualifications and privileges would not be reasonably expected to have a
material adverse effect on (1) the ability of the Company to perform its
obligations hereunder or (2) the validity or enforceability of this Performance
Guaranty;

                           (ii)     (1) provide to the Administrator the annual
reports and quarterly reports (i.e., reports on Form 10-K and Form 10-Q) that
are specified in or required by Sections 13 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") within one Business Day after such reports are
filed by the Company with the Securities and Exchange Commission (the
"Commission") and (2) provide notice to the Administrator of the filing by the
Company with the Commission of any current reports (i.e., reports on Form 8-K)
that are specified in or required by Sections 13 and 15(d) of the Exchange Act
within five Business Days after such reports are filed with the Commission;
provided, however, in the event that the Company is not subject to the reporting
requirements of Section 13 or 15(d) of the Exchange Act, the Company will
provide to the Administrator:

                                    (1)      as soon as available and in any
event within 50 days after the end of each of the first three quarters of each
fiscal year of the Company, balance sheets of the Company and its consolidated
Subsidiaries as of the end of such quarter and statements of income, retained
earnings and cash flow of the Company and its consolidated Subsidiaries for

                                       4

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the period commencing at the end of the previous fiscal year and ending with the
end of such quarter, certified by the chief financial officer of the Company;
and

                                    (2)      as soon as available and in any
event within 105 days after the end of each fiscal year of the Company,
financial statements for the Company and its consolidated Subsidiaries (similar
to those that would be included in annual reports if the Company were subject to
the reporting requirements of Sections 13 and 15(d) of the Exchange Act) for
such year audited by independent certified public accountants of nationally
recognized standing;

                           (iii)    provide to the Administrator, promptly after
becoming aware of the occurrence thereof, notice of a material adverse change in
the business, operations, property or financial or other condition of the
Company which can reasonably be expected to have a material adverse effect on
the ability of the Company to perform its obligations hereunder; and

                           (iv)     not permit its Consolidated Net Worth, at
any time, to be less than $275,000,000.

                  (b)      The Company hereby acknowledges that the
         Administrator and the Issuer are entering into this Performance
         Guaranty in reliance upon the Seller's identity as a legal entity
         separate from UGI, the Company and their Affiliates. Therefore, from
         and after the date hereof, the Company shall take all steps
         specifically required by this Performance Guaranty or pursuant to the
         Receivables Purchase Agreement to continue the Seller's identity as a
         separate legal entity and to make it apparent to third Persons that the
         Seller is an entity with assets and liabilities distinct from those of
         UGI, the Company and any other Person, and is not a division of UGI,
         the Company, their Affiliates or any other Person. Without limiting the
         generality of the foregoing and in addition to and consistent with the
         other covenants set forth herein, the Company shall take such actions
         as shall be required in order that the Company will not be and will not
         hold itself out to be responsible for the debts of the Seller or the
         decisions or actions respecting the daily business and affairs of the
         Seller. The Company will immediately correct any known
         misrepresentation with respect to the foregoing, and the Company will
         not operate or purport to operate as an integrated single economic unit
         with respect to the Seller in its dealing with any other entity.

         SECTION 7. Amendments, Etc. No amendment or waiver of any provision of
this Performance Guaranty, and no consent to any departure by the Company
herefrom, shall in any event be effective unless the same shall be in writing
and signed by the Administrator, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

         SECTION 8. Expenses. The Company will upon demand pay to the Issuer,
the Administrator, or any Program Support Provider the amount of any and all
reasonable expenses, including reasonable attorneys' fees and expenses, which
they may incur in connection with the exercise or enforcement of any of their
respective rights or interests hereunder.

                                       5

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         SECTION 9. Addresses for Notices. All notices and other communications
provided for hereunder shall be in writing (including by facsimile or electronic
mail) and mailed, telecopied, telegraphed, telexed, cabled, sent by electronic
mail or delivered to it, if to the Company, at its address at 460 North Gulph
Road, King of Prussia, Pennsylvania 19406, and if to the Administrator or
Issuer, at its address designated on the signature pages of the Receivables
Purchase Agreement, or, as to any party, at such other address as shall be
designated by such party in a written notice to each other party. All such
notices and other communications shall, when mailed, faxed, or sent by
electronic mail be effective when deposited in the mails, faxed or received,
respectively.

         SECTION 10. No Waiver; Remedies. No failure on the part of the Issuer,
the Administrator or any Program Support Provider to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         SECTION 11. Continuing Agreement. This Performance Guaranty is a
continuing agreement and shall (i) remain in full force and effect until the
later of (x) the payment in full of the Guaranteed Obligations and all other
amounts payable under this Performance Guaranty and (y) one year and a day after
the Final Collection Date, (ii) be binding upon the Company, its successors and
assigns, and (iii) inure to the benefit of, and be enforceable by, the Issuer,
the Administrator and each Program Support Provider and their respective
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (iii), the Issuer may assign all or any of its Receivables or
interest therein under the Receivables Purchase Agreement to any assignee, and
such assignee shall thereupon become vested with all the benefits in respect
thereof granted to such Issuer herein or otherwise.

         SECTION 12. Section Captions. Section captions used in this Performance
Guaranty are for convenience of reference only and shall not affect the
construction of this Performance Guaranty.

         SECTION 13. Severablility. Wherever possible each provision of this
Performance Guaranty shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Performance Guaranty
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Performance Guaranty.

         SECTION 14. Consent to Jurisdiction. ANY LEGAL ACTION OR PROCEEDING
WITH RESPECT TO THIS PERFORMANCE GUARANTY MAY BE BROUGHT IN THE COURTS OF THE
STATE NEW YORK SITTING IN THE CITY OF NEW YORK OR THE UNITED STATES FEDERAL
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND
DELIVERY OF THIS PERFORMANCE GUARANTY, THE COMPANY CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS WITH
RESPECT TO ANY SUCH ACTION OR PROCEEDING. THE COMPANY IRREVOCABLY WAIVES, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION,

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INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM
NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS PERFORMANCE GUARANTY OR
ANY DOCUMENT RELATED HERETO. THE COMPANY WAIVES PERSONAL SERVICE OF ANY SUMMONS,
COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY
NEW YORK LAW.

         SECTION 15. GOVERNING LAW. THIS PERFORMANCE GUARANTY SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO CONFLICT OF LAWS PRINCIPLES.

         SECTION 16. WAIVER OF JURY TRIAL. EACH OF THE COMPANY, ISSUER, THE
ADMINISTRATOR AND EACH PROGRAM SUPPORT PROVIDER, HEREBY IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS PERFORMANCE
GUARANTY OR THE ACTIONS OF ISSUER, THE ADMINISTRATOR AND ANY PROGRAM SUPPORT
PROVIDER, IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT
THEREOF.

         SECTION 17. Execution in Counterparts. This Performance Guaranty may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the same
Performance Guaranty.

                            [signature page follows]

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         IN WITNESS WHEREOF, the Company has caused this Performance Guaranty to
be duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

                                    UGI CORPORATION

                                    By:_________________________________________
                                    Name:_______________________________________
                                    Title:______________________________________

Accepted as of the
date hereof:

PNC BANK, NATIONAL ASSOCIATION,
as Administrator

By:_________________________________
Name:
Title:

MARKET STREET FUNDING CORPORATION

By:_________________________________
Name:
Title:

                                                            Performance Guaranty

                                      S-1

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                                 AMENDMENT NO. 1
                           DATED AS OF AUGUST 29, 2003
                                       TO
                         RECEIVABLES PURCHASE AGREEMENT
                          DATED AS OF NOVEMBER 30, 2001

         This AMENDMENT NO. 1 (this "Amendment") dated as of August 29, 2003 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 CORPORATION, a Delaware 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 a certain Receivables
Purchase Agreement dated as of November 30, 2001 (as amended through the date
hereof, the "Agreement");

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

         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 not otherwise defined
herein are used as defined in the Agreement.

         SECTION 2. Amendments to the Agreement.

         2.1      Clause (a) of Section 1.2 of the Agreement is hereby amended
by deleting the phrase "two Business Days before the requested purchase date,
which notice" therein and substituting the phrase "(x) one Business Day before
the requested purchase date in the case of a purchase of less than $50,000,000
and (y) two Business Days before the requested purchase date in the case of a
purchase of at least $50,000,000, which notice in each case" therefor.

         2.2      Clause (f)(i) of Section 1.4 of the Agreement is hereby
amended and restated in its entirety as follows:

                  (i) the Seller shall give the Administrator and the Servicer
         written notice in the form of Annex C (A) at least one Business Day
         prior to the date of such reduction for any reduction of Capital less
         than or equal to $20,000,000; (B) at least two Business Days prior to
         the date of such reduction for any reduction of Capital greater than
         $20,000,000 and less than or equal to $50,000,000; and (C) at least
         three Business Days prior to the date of such reduction for any
         reduction of

<PAGE>

         Capital greater than $50,000,000, in each case such notice shall have
         been received by 3:00 p.m. New York City time on such date and shall
         include the amount of such proposed reduction and the proposed date on
         which such reduction will commence;

         2.3      The following definitions of "Consolidated Net Worth,"
"Performance Guarantor" and "Performance Guaranty" are hereby added to Exhibit I
to the Agreement, as alphabetically appropriate:

                  "Consolidated Net Worth" means, with respect to any Person and
         as of any date of determination, total stockholders' equity of such
         Person and its Subsidiaries as of such date, determined in accordance
         with GAAP.

                  "Performance Guarantor" means UGI Corporation, a Pennsylvania
         corporation, as performance guarantor under the Performance Guaranty.

                  "Performance Guaranty" means that certain Performance
         Guaranty, dated as of August 29, 2003 by the Performance Guarantor in
         favor of the Issuer and the Administrator, as the same may be amended,
         restated or otherwise modified from time to time.

         2.4      The definition of "Change in Control" set forth in Exhibit I
to the Agreement is hereby amended by adding the phrase ", and (c) with respect
to UGI, the Performance Guarantor shall cease to beneficially own, directly or
indirectly, 51% of the shares of outstanding voting stock of UGI on a fully
diluted basis" immediately prior to the period at the end thereof.

         2.5      The definition of "Defaulted Receivable" set forth in Exhibit
I to the Agreement is hereby amended by adding the following sentence
immediately at the end thereof:

         The Outstanding Balance of any Defaulted Receivable shall be determined
         without regard to any credit memos or credit balances.

         2.6      Clause (b) of the definition of "Delinquency Ratio" set forth
in Exhibit I to the Agreement is hereby amended by adding the parenthetical
"(excluding Delinquent Receivables that have a stated maturity which is more
than 60 days after the original invoice date of such Receivable)" immediately
following the phrase "Pool Receivables" therein.

         2.7      The definition of "Delinquent Receivable" set forth in Exhibit
I to the Agreement is hereby amended by adding the following sentence
immediately at the end thereof:

         The Outstanding Balance of any Delinquent Receivable shall be
         determined without regard to any credit memos or credit balances and
         shall exclude Delinquent Receivables that have a stated maturity which
         is more than 60 days after the original invoice date of such
         Receivable.

         2.8      The definition of "Facility Termination Date" set forth in
Exhibit I to the Agreement is hereby amended by deleting the date "November 30,
2004" and substituting the date "August 26, 2006" therefor.

                                     - 2 -

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         2.9      The definition of "Purchase Limit" set forth in Exhibit I to
the Agreement is hereby amended by deleting the amount "$50,000,000" therein and
substituting the amount "$100,000,000" therefor.

         2.10     The definition of "Transaction Documents" set forth in Exhibit
I to the Agreement is hereby amended by adding the phrase "Performance
Guaranty," immediately following the phrase "Fee Letter," therein.

         2.11     Paragraph (q) of Section 1 of Exhibit IV to the Agreement is
hereby amended by deleting the amount "$4,000,000" therein and substituting the
amount "$6,000,000" therefor.

         2.12     The first paragraph of Section 3 of Exhibit IV to the
Agreement is hereby amended by (i) deleting each reference to the phrase "UGI
and" therein and substituting the phrase "UGI, the Performance Guarantor and"
therefor, (ii) deleting each reference to the phrase "its Affiliates" therein
and substituting the phrase "their Affiliates" therefor and (iii) deleting the
phrase "division of UGI" with the phrase "division of UGI, the Performance
Guarantor".

         2.13     Paragraph (c) of Section 3 of Exhibit IV to the Agreement is
hereby amended by deleting the phrase "UGI or any of its Affiliates" therein and
substituting the phrase "UGI, the Performance Guarantor or any of their
Affiliates" therefor.

         2.14     Paragraph (d) of Section 3 of Exhibit IV to the Agreement is
hereby amended by adding the phrase ", the Performance Guarantor" immediately
following the word "UGI" therein.

         2.15     Paragraph (f) of Section 3 of Exhibit IV to the Agreement is
hereby amended by adding the phrase "or the Performance Guarantor" immediately
following the phrase "shared with UGI" therein.

         2.16     Paragraph (g) of Section 3 of Exhibit IV to the Agreement is
hereby amended by adding the phrase ", the Performance Guarantor" immediately
following the word "UGI" therein.

         2.17     Paragraph (i) of Section 3 of Exhibit IV to the Agreement is
hereby amended by adding the phrase ", the Performance Guarantor" immediately
following the word "UGI" therein.

         2.18     Paragraph (j)(iii) of Section 3 of Exhibit IV to the Agreement
is hereby amended by adding the phrase ", the Performance Guarantor" immediately
following the word "UGI" therein.

         2.19     Paragraph (k) of Section 3 of Exhibit IV to the Agreement is
hereby amended by deleting the phrase "UGI or" therein and substituting the
phrase "UGI, the Performance Guarantor or" therefor.

         2.20     Paragraph (l) of Section 3 of Exhibit IV to the Agreement is
hereby amended by deleting each reference to the phrase "UGI or" therein and
substituting the phrase "UGI, the Performance Guarantor or" therefor.

         2.21     Paragraph (m) of Section 3 of Exhibit IV to the Agreement is
hereby amended by (i) deleting the phrase "with UGI" therein and substituting
the phrase "with UGI and the

                                     - 3 -

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Performance Guarantor" therefor, (ii) adding the parenthetical "(or of the
Performance Guarantor)" immediately following each reference to the phrase "the
other" therein and (iii) adding the parenthetical "(or with respect to the
Performance Guarantor)" immediately following the phrase "each other" therein.

         2.22     Paragraph (n) of Section 3 of Exhibit IV to the Agreement is
hereby amended by deleting the phrase "UGI shall not" therein and substituting
the phrase "Neither UGI nor the Performance Guarantor shall" therefor.

         2.23     Paragraph (f) of Exhibit V to the Agreement is hereby amended
by adding the phrase ", the Performance Guarantor" immediately following each
reference to the word "UGI" therein.

         2.24     Paragraph (g) of Exhibit V to the Agreement is hereby amended
by (i) deleting the percentage "17.0%" therein and substituting the percentage
"13.0%" therefor and (ii) deleting the percentage "15.0%" therein and
substituting the percentage "12.0%" therefor.

         2.25     The existing paragraph (m) to Exhibit V to the Agreement is
hereby renumbered as paragraph (n) therein, and a new paragraph (m) is hereby
added to Exhibit V to the Agreement in its entirety as follows:

                  (m) UGI Corporation shall at any time (i) fail to perform,
         maintain or observe any representation, warranty, covenant or agreement
         set forth in the Performance Guaranty or (ii) repudiate any of its
         obligations under the Performance Guaranty; or

         SECTION 3. Miscellaneous.

         3.1      Effectiveness. This Amendment shall become effective on the
date 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) favorable opinions, in form and substance reasonably
satisfactory to the Administrator, of Morgan, Lewis & Bockius LLP, counsel for
the Seller, the Originator, the Servicer and the Performance Guarantor (except
in the case of the opinion with respect to true sale and non-consolidation
matters, which opinion shall be delivered within 10 days of the date hereof) and
(iii) such other information, certificates, documents and opinions as the
Administrator shall reasonably request.

         3.2      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.

         3.3      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.

                                     - 4 -

<PAGE>

         3.4      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.

         3.5      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).

         3.6      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.

         3.7      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.

         3.8      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]

                                     - 5 -

<PAGE>

         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. 1 to
                                                  Receivables Purchase Agreement

                                      S-1

<PAGE>

                                    MARKET STREET FUNDING CORPORATION

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                                              Amendment No. 1 to
                                                  Receivables Purchase Agreement

                                      S-2

<PAGE>

                                    PNC BANK, NATIONAL ASSOCIATION, as
                                    Administrator

                                    By: ________________________________________
                                    Name: ______________________________________
                                    Title: _____________________________________

                                                              Amendment No. 1 to
                                                  Receivables Purchase Agreement

                                      S-3
<PAGE>

                                 AMENDMENT NO. 1
                           DATED AS OF AUGUST 29, 2003
                                       TO
                           PURCHASE AND SALE AGREEMENT
                          DATED AS OF NOVEMBER 30, 2001

         This AMENDMENT NO. 1 (this "Amendment") dated as of August 29, 2003 is
entered into among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation
(the "Company"), and UGI ENERGY SERVICES, INC., a Pennsylvania corporation (the
"Originator").

                                    RECITALS

         WHEREAS, the parties hereto have entered into a certain Purchase and
Sale Agreement dated as of November 30, 2001 (as amended through the date
hereof, the "Agreement");

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

         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 not otherwise defined
herein are used as defined in the Agreement.

         SECTION 2. Amendments to the Agreement.

         2.1      Section 3.1 of the Agreement is hereby amended by (i) adding
the marker "(a)" immediately prior to the first sentence therein and (ii)
deleting the final sentence therein and substituting the following sentence
therefor:

         Contributions made in connection with the immediately preceding
         sentence (i) shall have no effect on the aggregate Purchase Price of
         any Receivables sold by UGI to the Company on the date of such
         contribution and (ii) shall not affect the aggregate outstanding
         balance of any Company Note.

         2.2      A new clause (b) of Section 3.1 of the Agreement is hereby
added, to be and to read in its entirety as follows:

                  (b)      On the terms and subject to the conditions set forth
         in this Agreement, the Company agrees to pay to the Originator the
         Purchase Price for the purchase to be made from the Originator on the
         Closing Date partially in cash (in an amount to be agreed between the
         Company and the Originator and set forth in the initial Purchase
         Report) and partially by issuing a promissory note in the form of
         Exhibit B to the Originator with an initial principal balance equal to
         the remaining Purchase Price (each such promissory note, as it may be
         amended, supplemented, endorsed or otherwise modified from time to
         time, together with

<PAGE>

         all promissory notes issued from time to time in substitution therefor
         or renewal thereof in accordance with the Transaction Documents, each
         being herein called a "Company Note").

         2.3      Clause (b) of Section 3.2 of the Agreement is hereby amended
and restated in its entirety as follows:

                  (b)      Second, to the extent any portion of the Purchase
         Price remains unpaid, the principal amount outstanding under the
         applicable Company Note shall be increased by an amount equal to such
         remaining Purchase Price.

         2.4      Section 3.2 of the Agreement is hereby amended by adding the
following paragraph immediately following clause (b) thereof, to be and to read
in its entirety as follows:

         The Servicer shall make all appropriate record keeping entries with
         respect to each of the Company Notes to reflect the foregoing payments
         and reductions made pursuant to Section 3.3, and in the absence of
         manifest error the Servicer's books and records shall constitute
         rebuttable presumptive evidence of the principal amount of, and accrued
         interest on, each of the Company Notes at any time. Furthermore, the
         Servicer shall hold the Company Notes for the benefit of the
         Originator. The Originator hereby irrevocably authorizes the Servicer
         to mark the Company Notes "CANCELED" and to return such Company Notes
         to the Company upon the final payment thereof after the occurrence of
         the Purchase and Sale Termination Date.

         2.5      Clause (c) of Section 3.3 of the Agreement is hereby amended
by deleting the phrase "such credit" therein and substituting the following
phrase therefor:

         such credit: (i) shall be paid in cash to the Company by the Originator
         in the manner and for application as described in the following
         proviso, or (ii) shall be deemed to be a payment under, and shall be
         deducted from the principal amount outstanding under, the Company Note
         payable to the Originator;

         2.6      A new Exhibit B is hereby added to the Agreement, to be and to
read in its entirety as set forth in Exhibit B attached hereto.

         SECTION 3. Miscellaneous.

         3.1      Effectiveness. This Amendment shall become effective on the
date when PNC Bank, National Association shall have received (i) counterparts of
this Amendment (whether by facsimile or otherwise), executed and delivered by
each of the parties hereto, (ii) a Company Note in favor of the Originator, duly
executed by the Company, (iii) favorable opinions, in form and substance
reasonably satisfactory to PNC Bank, National Association, of Morgan, Lewis &
Bockius LLP, counsel for the Company and the Originator (except in the case of
the opinion with respect to true sale and non-consolidation matters, which
opinion shall be delivered within 10 days of the date hereof), (iv) such other
information, certificates, documents and opinions as PNC Bank, National
Association shall reasonably request.

                                      -2-
<PAGE>

         3.2      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.

         3.3      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.

         3.4      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.

         3.5      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).

         3.6      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.

         3.7      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.

         3.8      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]

                                      -3-
<PAGE>

         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: _________________________

                                                     Purchase and Sale Agreement
                                                                 Amendment No. 1

                                      S-1

<PAGE>

                                                                       Exhibit B

                        FORM OF SUBORDINATED COMPANY NOTE
                                                                     ___________
                                                                _________, 200__

         FOR VALUE RECEIVED, the undersigned, Energy Services Funding
Corporation, a Delaware corporation ("Company"), promises to pay to UGI Energy
Services Inc., a Pennsylvania corporation (the "Originator"), on the terms and
subject to the conditions set forth herein and in the Purchase and Sale
Agreement referred to below, the aggregate unpaid Purchase Price of all
Receivables purchased by the Company from the Originator pursuant to such
Purchase and Sale Agreement, as such unpaid Purchase Price is shown in the
records of the Servicer.

         1.       Purchase and Sale Agreement. This Company Note is one of the
Company Notes described in, and is subject to the terms and conditions set forth
in, that certain Purchase and Sale Agreement of even date herewith (as the same
may be amended, supplemented, amended and restated or otherwise modified in
accordance with its terms, the "Purchase and Sale Agreement"), between the
Company and the Originator. Reference is hereby made to the Purchase and Sale
Agreement for a statement of certain other rights and obligations of the Company
and the Originator.

         2.       Definitions. Capitalized terms used (but not defined) herein
have the meanings assigned thereto in Exhibit I to the Receivables Purchase
Agreement (as defined in the Purchase and Sale Agreement). In addition, as used
herein, the following terms have the following meanings:

         "Bankruptcy Proceedings" has the meaning set forth in clause (b) of
paragraph 9 hereof.

         "Final Maturity Date" means the Payment Date immediately following the
date that falls one hundred twenty one (121) days after the Purchase and Sale
Termination Date.

         "Interest Period" means the period from and including a Settlement Date
(or, in the case of the first Interest Period, the date hereof) to but excluding
the next Settlement Date.

         "Prime Rate" has the meaning assigned thereto in the Purchase and Sale
Agreement.

         "Receivables Purchase Agreement" means the Receivables Purchase
Agreement, dated as of November 30, 2001, entered into among Energy Services
Funding Corporation, UGI Energy Services, Inc., Market Street Funding
Corporation and PNC Bank, National Association, as may be amended, amended and
restated, supplemented or otherwise modified from time to time.

         "Senior Interests" means, collectively, (i) all accrued and unpaid
Discount, (ii) all fees payable by the Company to the Senior Interest Holders
pursuant to the Receivables Purchase Agreement, (iii) all amounts payable
pursuant to Section 1.7 and 1.8 of the Receivables Purchase Agreement, (iv) the
aggregate Capital and (v) all other obligations owed by the Company to the

                                   Exhibit B-1

<PAGE>

Senior Interest Holders under the Receivables Purchase Agreement and other
Transaction Documents that are due and payable, together with any and all
interest and Discount accruing on any such amount after the commencement of any
Bankruptcy Proceedings, notwithstanding any provision or rule of law that might
restrict the rights of any Senior Interest Holder, as against the Company or
anyone else, to collect such interest.

         "Senior Interest Holders" means, collectively, the Issuer, the
Administrator and the Indemnified Parties.

         "Subordination Provisions" means, collectively, clauses (a) through (l)
of paragraph 9 hereof.

         "One-Month LIBOR Rate" means, for any Interest Period, the rate set
forth for "one month" under "London Interbank Offered Rates (Libor):" as
published in the Wall Street Journal on the first day of such Interest Period.

         3.       Interest. Subject to the Subordination Provisions set forth
below, the Company promises to pay interest on this Company Note as follows:

                  (a)      Prior to the Final Maturity Date, the aggregate
unpaid Purchase Price from time to time outstanding during any Interest Period
shall bear interest at a rate per annum equal to the One-Month LIBOR Rate for
such Interest Period as determined by the Servicer; and

                  (b)      From (and including) the Final Maturity Date to (but
excluding) the date on which the entire aggregate unpaid Purchase Price payable
to the Originator is fully paid, such aggregate unpaid Purchase Price from time
to time outstanding shall bear interest at a rate per annum equal to the Prime
Rate.

         4.       Interest Payment Dates. Subject to the Subordination
Provisions set forth below, the Company shall pay accrued interest on this
Company Note on each Settlement Date, and shall pay accrued interest on the
amount of each principal payment made in cash on a date other than a Settlement
Date at the time of such principal payment.

         5.       Basis of Computation. Interest accrued hereunder that is
computed by reference to the One-Month LIBOR Rate shall be computed for the
actual number of days elapsed on the basis of a 360-day year, and interest
accrued hereunder that is computed by reference to the rate described in
paragraph 3(b) of this Company Note shall be computed for the actual number of
days elapsed on the basis of a 365- or 366-day year.

         6.       Principal Payment Dates. Subject to the Subordination
Provisions set forth below, payments of the principal amount of this Company
Note shall be made as follows:

                  (a)      The principal amount of this Company Note shall be
reduced by an amount equal to each payment deemed made pursuant to Section 3.3
of the Purchase and Sale Agreement; and

                                   Exhibit B-2

<PAGE>

                  (b)      The entire remaining unpaid Purchase Price of all
Receivables purchased by the Company from the Originator pursuant to the
Purchase and Sale Agreement shall be due and payable on the Final Maturity Date.

         Subject to the Subordination Provisions set forth below, the principal
amount of and accrued interest on this Company Note may be prepaid on any
Business Day without premium or penalty.

         7.       Payment Mechanics. All payments of principal and interest
hereunder are to be made in lawful money of the United States of America.

         8.       Enforcement Expenses. In addition to and not in limitation of
the foregoing, but subject to the Subordination Provisions set forth below and
to any limitation imposed by applicable law, the Company agrees to pay all
expenses, including reasonable attorneys' fees and legal expenses, incurred by
the Originator in seeking to collect any amounts payable hereunder which are not
paid when due.

         9.       Subordination Provisions. The Company covenants and agrees,
and the Originator and any other holder of this Company Note (collectively, the
Originator and any such other holder are called the "Holder"), by its acceptance
of this Company Note, likewise covenants and agrees on behalf of itself and any
holder of this Company Note, that the payment of the principal amount of and
interest on this Company Note is hereby expressly subordinated in right of
payment to the payment and performance of the Senior Interests to the extent and
in the manner set forth in the following clauses of this paragraph 9:

                  (a)      No payment or other distribution of the Company's
assets of any kind or character, whether in cash, securities, or other rights or
property, shall be made on account of this Company Note except to the extent
such payment or other distribution is (i) permitted under paragraph 1(n) of
Exhibit IV of the Receivables Purchase Agreement or (ii) made pursuant to clause
(a) or (b) of paragraph 6 of this Company Note;

                  (b)      In the event of any dissolution, winding up,
liquidation, readjustment, reorganization or other similar event relating to the
Company, whether voluntary or involuntary, partial or complete, and whether in
bankruptcy, insolvency or receivership proceedings, or upon an assignment for
the benefit of creditors, or any other marshalling of the assets and liabilities
of the Company or any sale of all or substantially all of the assets of the
Company other than as permitted by the Purchase and Sale Agreement (such
proceedings being herein collectively called "Bankruptcy Proceedings"), the
Senior Interests shall first be paid and performed in full and in cash before
the Originator shall be entitled to receive and to retain any payment or
distribution in respect of this Company Note. In order to implement the
foregoing during any Bankruptcy Proceeding: (i) all payments and distributions
of any kind or character in respect of this Company Note to which Holder would
be entitled except for this clause (b) shall be made directly to the
Administrator (for the benefit of the Senior Interest Holders); (ii) Holder
shall promptly file a claim or claims, in the form required in any Bankruptcy
Proceedings, for the full outstanding amount of this Company Note, and shall use
commercially reasonable efforts to cause said claim or claims to be approved and
all payments and other distributions in respect thereof to be made directly to
the Administrator (for the benefit of the Senior Interest Holders)

                                   Exhibit B-3

<PAGE>

until the Senior Interests shall have been paid and performed in full and in
cash; and (iii) Holder hereby irrevocably agrees that the Issuer (or the
Administrator acting on the Issuer's behalf), in the name of Holder or
otherwise, may demand, sue for, collect, receive and receipt for any and all
such payments or distributions, and file, prove and vote or consent in any such
Bankruptcy Proceedings with respect to any and all claims of Holder relating to
this Company Note, in each case until the Senior Interests shall have been paid
and performed in full and in cash;

                  (c)      In the event that Holder receives any payment or
other distribution of any kind or character from the Company or from any other
source whatsoever, in respect of this Company Note, other than as expressly
permitted by the terms of this Company Note, such payment or other distribution
shall be received in trust for the Senior Interest Holders and shall be turned
over by Holder to the Administrator (for the benefit of the Senior Interest
Holders) forthwith. Holder will mark its books and records so as clearly to
indicate that this Company Note is subordinated in accordance with the terms
hereof. All payments and distributions received by the Administrator in respect
of this Company Note, to the extent received in or converted into cash, may be
applied by the Administrator (for the benefit of the Senior Interest Holders)
first to the payment of any and all expenses (including reasonable attorneys'
fees and legal expenses) paid or incurred by the Senior Interest Holders in
enforcing these Subordination Provisions, or in endeavoring to collect or
realize upon this Company Note, and any balance thereof shall, solely as between
the Originator and the Senior Interest Holders, be applied by the Administrator
(in the order of application set forth in Section 1.4(d)(ii) of the Receivables
Purchase Agreement) toward the payment of the Senior Interests; but as between
the Company and its creditors, no such payments or distributions of any kind or
character shall be deemed to be payments or distributions in respect of the
Senior Interests;

                  (d)      Notwithstanding any payments or distributions
received by the Senior Interest Holders in respect of this Company Note, while
any Bankruptcy Proceedings are pending Holder shall not be subrogated to the
then existing rights of the Senior Interest Holders in respect of the Senior
Interests until the Senior Interests have been paid and performed in full and in
cash. If no Bankruptcy Proceedings are pending, Holder shall only be entitled to
exercise any subrogation rights that it may acquire (by reason of a payment or
distribution to the Senior Interest Holders in respect of this Company Note) to
the extent that any payment arising out of the exercise of such rights would be
permitted under paragraph 1(n) of Exhibit IV of the Receivables Purchase
Agreement;

                  (e)      These Subordination Provisions are intended solely
for the purpose of defining the relative rights of Holder, on the one hand, and
the Senior Interest Holders on the other hand. Nothing contained in these
Subordination Provisions or elsewhere in this Company Note is intended to or
shall impair, as between the Company, its creditors (other than the Senior
Interest Holders) and Holder, the Company's obligation, which is unconditional
and absolute, to pay Holder the principal of and interest on this Company Note
as and when the same shall become due and payable in accordance with the terms
hereof or to affect the relative rights of Holder and creditors of the Company
(other than the Senior Interest Holders);

                  (f)      Holder shall not, until the Senior Interests have
been paid and performed in full and in cash, (i) cancel, waive, forgive,
transfer or assign, or commence legal proceedings to enforce or collect, or
subordinate to any obligation of the Company, howsoever created,

                                   Exhibit B-4

<PAGE>

arising or evidenced, whether direct or indirect, absolute or contingent, or now
or hereafter existing, or due or to become due, other than the Senior Interests,
this Company Note or any rights in respect hereof or (ii) convert this Company
Note into an equity interest in the Company, unless Holder shall have received
the prior written consent of the Administrator and the Issuer in each case;

                  (g)      Holder shall not, without the advance written consent
of the Administrator and the Issuer, commence, or join with any other Person in
commencing, any Bankruptcy Proceedings with respect to the Company until at
least one year and one day shall have passed since the Senior Interests shall
have been paid and performed in full and in cash;

                  (h)      If, at any time, any payment (in whole or in part) of
any Senior Interest is rescinded or must be restored or returned by a Senior
Interest Holder (whether in connection with Bankruptcy Proceedings or
otherwise), these Subordination Provisions shall continue to be effective or
shall be reinstated, as the case may be, as though such payment had not been
made;

                  (i)      Each of the Senior Interest Holders may, from time to
time, at its sole discretion, without notice to Holder, and without waiving any
of its rights under these Subordination Provisions, take any or all of the
following actions: (i) retain or obtain an interest in any property to secure
any of the Senior Interests; (ii) retain or obtain the primary or secondary
obligations of any other obligor or obligors with respect to any of the Senior
Interests; (iii) extend or renew for one or more periods (whether or not longer
than the original period), alter or exchange any of the Senior Interests, or
release or compromise any obligation of any nature with respect to any of the
Senior Interests; (iv) amend, supplement, amend and restate, or otherwise modify
any Transaction Document; and (v) release its security interest in, or
surrender, release or permit any substitution or exchange for all or any part of
any rights or property securing any of the Senior Interests, or extend or renew
for one or more periods (whether or not longer than the original period), or
release, compromise, alter or exchange any obligations of any nature of any
obligor with respect to any such rights or property;

                  (j)      Holder hereby waives: (i) notice of acceptance of
these Subordination Provisions by any of the Senior Interest Holders; (ii)
notice of the existence, creation, non-payment or non-performance of all or any
of the Senior Interests; and (iii) all diligence in enforcement, collection or
protection of, or realization upon, the Senior Interests, or any thereof, or any
security therefor;

                  (k)      Each of the Senior Interest Holders may, from time to
time, on the terms and subject to the conditions set forth in the Transaction
Documents to which such Persons are party, but without notice to Holder, assign
or transfer any or all of the Senior Interests, or any interest therein; and,
notwithstanding any such assignment or transfer or any subsequent assignment or
transfer thereof, such Senior Interests shall be and remain Senior Interests for
the purposes of these Subordination Provisions, and every immediate and
successive assignee or transferee of any of the Senior Interests or of any
interest of such assignee or transferee in the Senior Interests shall be
entitled to the benefits of these Subordination Provisions to the same extent as
if such assignee or transferee were the assignor or transferor; and

                                   Exhibit B-5

<PAGE>

                  (l)      These Subordination Provisions constitute a
continuing offer from the holder of this Company Note to all Persons who become
the holders of, or who continue to hold, Senior Interests; and these
Subordination Provisions are made for the benefit of the Senior Interest
Holders, and the Administrator may proceed to enforce such provisions on behalf
of each of such Persons.

         10.      General. No failure or delay on the part of the Originator in
exercising any power or right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such power or right preclude any
other or further exercise thereof or the exercise of any other power or right.
No amendment, modification or waiver of, or consent with respect to, any
provision of this Company Note shall in any event be effective unless (i) the
same shall be in writing and signed and delivered by the Company and Holder and
(ii) all consents required for such actions under the Transaction Documents
shall have been received by the appropriate Persons.

         11.      Maximum Interest. Notwithstanding anything in this Company
Note to the contrary, the Company shall never be required to pay unearned
interest on any amount outstanding hereunder and shall never be required to pay
interest on the principal amount outstanding hereunder at a rate in excess of
the maximum interest rate that may be contracted for, charged or received under
applicable federal or state law (such maximum rate being herein called the
"Highest Lawful Rate"). If the effective rate of interest which would otherwise
by payable under this Company Note would exceed the Highest Lawful Rate, or if
the holder of this Company Note shall receive any unearned interest or shall
receive monies that are deemed to constitute interest which would increase the
effective rate of interest payable by the Company under this Company Note to a
rate in excess of the Highest Lawful Rate, then (i) the amount of interest which
would otherwise by payable by the Company under this Company Note shall be
reduced to the amount allowed by applicable law, and (ii) any unearned interest
paid by the Company or any interest paid by the Company in excess of the Highest
Lawful Rate shall be refunded to the Company. Without limitation of the
foregoing, all calculations of the rate of interest contracted for, charged or
received by the Originator under this Company Note that are made for the purpose
of determining whether such rate exceeds the Highest Lawful Rate applicable to
the Originator (such Highest Lawful Rate being herein called the "Originator's
Maximum Permissible Rate") shall be made, to the extent permitted by usury laws
applicable to the Originator (now or hereafter enacted), by amortizing,
prorating and spreading in equal parts during the actual period during which any
amount has been outstanding hereunder all interest at any time contracted for,
charged or received by the Originator in connection herewith. If at any time and
from time to time (i) the amount of interest payable to the Originator on any
date shall be computed at the Originator's Maximum Permissible Rate pursuant to
the provisions of the foregoing sentence and (ii) in respect of any subsequent
interest computation period the amount of interest otherwise payable to the
Originator would be less than the amount of interest payable to the Originator
computed at the Originator's Maximum Permissible Rate, then the amount of
interest payable to the Originator in respect of such subsequent interest
computation period shall continue to be computed at the Originator's Maximum
Permissible Rate until the total amount of interest payable to the Originator
shall equal the total amount of interest which would have been payable to the
Originator if the total amount of interest had been computed without giving
effect to the provisions of the foregoing sentence.

                                   Exhibit B-6

<PAGE>

         12.      No Negotiation. This Company Note is not negotiable except
that is may be assigned to any Affiliate of the Originator.

         13.      GOVERNING LAW. THIS COMPANY NOTE HAS BEEN DELIVERED IN THE
STATE OF NEW YORK, AND SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED
BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

         14.      Captions. Paragraph captions used in this Company Note are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Company Note.

                            [signature page follows]

                                   Exhibit B-7

<PAGE>

                                         ENERGY SERVICES FUNDING
                                         CORPORATION

                                         By: ___________________________________
                                             Name: _____________________________
                                             Title: ____________________________

                                   Exhibit B-8

<PAGE>

                                 August 29, 2003

Energy Services Funding Corporation
460 North Gulph Road, Suite 200
King of Prussia, PA 19406-2815

         Re: Amended and Restated Fee Letter

Ladies and Gentlemen:

         This Amended and Restated Fee Letter (the "Fee Letter") sets forth the
fees payable by you in connection with the Receivables Purchase Agreement dated
as of November 30, 2001 (such agreement, as now or hereafter amended or
otherwise modified from time to time, being the "Receivables Purchase
Agreement"), among Energy Services Funding Corporation ("Seller"), UGI Energy
Services, Inc., as initial servicer (the "Servicer"), Market Street Funding
Corporation ("Issuer") and PNC Bank, National Association ("PNC"), as
Administrator. Terms defined in the Receivables Purchase Agreement are used
herein as therein defined. This Fee Letter amends and restates that certain fee
letter agreement dated November 30, 2001, among the parties hereto. This Fee
Letter is the "Fee Letter" referred to in Section 1.5 of the Receivables
Purchase Agreement.

         Seller agrees to pay, to PNC for Issuer's account (in the case of the
fees described in paragraphs (i), (ii) and (iii) below) and for PNC Capital
Markets, Inc.'s account (in the case of the fees described in paragraphs (iv),
(v) and (vi) below), the following fees:

                  (i) a "Program Fee" at the per annum rate of 0.50% of the
         aggregate of the average daily Capital outstanding, each from December
         4, 2001 until the later of the Facility Termination Date and the date
         on which such aggregate Capital outstanding shall have been paid in
         full, payable in arrears monthly on each Settlement Date (for the
         Settlement Period immediately preceding such Settlement Date) and on
         the later of the Facility Termination Date and the date on which such
         aggregate Capital outstanding shall have been finally paid in full if
         such date is not a Settlement Date;

                  (ii) a "Commitment Fee" at the per annum rate of 0.25% of the
         excess of 102% of the Purchase Limit over the aggregate of the average
         daily Capital outstanding from December 4, 2001 until the later of the
         Facility Termination Date and the date on which the such aggregate
         Capital outstanding shall have been paid in full, payable in arrears
         monthly on each Settlement Date (for the Settlement Period immediately
         preceding such Settlement Date) and on the later of the Facility
         Termination Date and the date on which such aggregate Capital
         outstanding shall have been paid in full if such date is not a
         Settlement Date;

<PAGE>

                  (iii) if the average daily Capital outstanding is less than
         50% of the Purchase Limit (as determined quarterly in arrears), a
         quarterly unused fee at the per annum rate of 0.05% of the excess of
         102% of the Purchase Limit over the aggregate of the average daily
         Capital outstanding from the date hereof until the later of the
         Facility Termination Date and the date on which such aggregate Capital
         outstanding shall have been paid in full, payable in arrears on the
         Settlement Date in each January, April, July and October (commencing
         October 2003) (in the case of the October 2003 payment of such fee, for
         the period commencing from the date hereof through the end of the
         quarter immediately preceding such Settlement Date; and in the case of
         each subsequent payment of such fee, for the quarter immediately
         preceding such Settlement Date) and on the later of the Facility
         Termination Date and the date on which such aggregate Capital
         outstanding shall have been paid in full if such date is not such a
         Settlement Date;

                  (iv) a structuring fee in an amount equal to One Hundred
         Seventy-Five Thousand U.S. Dollars ($175,000), which fee has previously
         been paid to PNC;

                  (v) an administration fee annually in advance in an amount
         equal to Thirty-Five Thousand U.S. Dollars ($35,000); and

                  (vi) an amendment fee in an amount equal to Twenty-Five
         Thousand U.S. Dollars ($25,000), payable on the date hereof.

         This Fee Letter may be executed by the signatories hereto in several
counterparts, each of which shall be deemed to be an original and all of which
shall together constitute but one and the same Fee Letter. This Fee Letter shall
be governed by, and construed in accordance with the internal laws of the State
of New York.

                          (continued on following page)

                                       2

<PAGE>

         Please evidence your agreement to the terms of this Fee Letter by
signing the enclosed copy and returning it to the undersigned. Delivery of an
executed counterpart of a signature page to this letter agreement shall be
effective as delivery of a manually executed counterpart of this Fee Letter.

                                         Very truly yours,

                                         PNC BANK, NATIONAL ASSOCIATION,
                                         as Administrator

                                         By: ___________________________________
                                         Name:
                                         Title:

ACKNOWLEDGED AND AGREED TO
as of the date first above written

MARKET STREET FUNDING CORPORATION,
as Issuer

By:___________________________
Name:_________________________
Title:________________________

                                                 Amended and Restated Fee Letter

                                      S-1

<PAGE>

ACKNOWLEDGED AND AGREED TO
as of the date first above written
ENERGY SERVICES FUNDING CORPORATION

By:______________________________
Name:____________________________
Title:___________________________

UGI ENERGY SERVICES, INC.

By:______________________________
Name:____________________________
Title:___________________________

                                                 Amended and Restated Fee Letter

                                      S-2