Ugi Corp /Pa/ Sample Contracts

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SERVICE AGREEMENT FOR RATE SCHEDULE CDS
Service Agreement • December 22nd, 2000 • Ugi Corp /Pa/ • Gas & other services combined
CONFORMED COPY PURCHASE AND SALE AGREEMENT Dated as of November 30, 2001 As Amended by AMENDMENT NO. 1 Dated as of August 29, 2003
Purchase and Sale Agreement • December 23rd, 2003 • Ugi Corp /Pa/ • Gas & other services combined • New York
CREDIT AGREEMENT dated as of October 11, 2024 Among UGI CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and ​ BANK OF AMERICA, N.A., CITIZENS BANK, N.A., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, PNC BANK,...
Credit Agreement • October 11th, 2024 • Ugi Corp /Pa/ • Gas & other services combined • New York

CREDIT AGREEMENT (this “Agreement”) dated as of October 11, 2024, among UGI CORPORATION, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and BANK OF AMERICA, N.A., CITIZENS BANK, N.A., CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, PNC BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

AGZ HOLDING as Parent ANTARGAZ AGZ FINANCE as High Yield Issuer
Intercreditor Agreement • May 17th, 2004 • Ugi Corp /Pa/ • Gas & other services combined
and
Rights Agreement • November 1st, 2000 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania
WITNESSETH
Transition Services Agreement • August 30th, 2006 • Ugi Corp /Pa/ • Gas & other services combined • New York
CREDIT AGREEMENT dated as of August 1, 2019 Among UGI CORPORATION The Lenders Party Hereto JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIZENS BANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, PNC BANK, NATIONAL ASSOCIATION, and, WELLS...
Credit Agreement • August 1st, 2019 • Ugi Corp /Pa/ • Gas & other services combined • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 1, 2019, among UGI CORPORATION, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIZENS BANK, N.A., CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, PNC BANK, NATIONAL ASSOCIATION and, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

JOINT FILING AGREEMENT
Joint Filing Agreement • December 23rd, 2002 • Ugi Corp /Pa/ • Gas & other services combined

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is used in the Schedule 13D referred to below) on behalf of each of them a statement on Schedule 13D, including amendments thereto, with respect to the Common Units of AmeriGas Partners, L.P., and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which, taken together, shall constitute one and the same instrument.

150,000,000 3.12% Senior Notes due April 16, 2050 NOTE PURCHASE AGREEMENT
Note Purchase Agreement • March 20th, 2020 • Ugi Corp /Pa/ • Gas & other services combined • New York

UGI Utilities, Inc., a Pennsylvania corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

UGI Corporation and as Trustee INDENTURE Dated as of June 11, 2024
Indenture • June 11th, 2024 • Ugi Corp /Pa/ • Gas & other services combined • New York

INDENTURE, dated as of June 11, 2024, between UGI Corporation, a Pennsylvania corporation, as issuer (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

CREDIT AGREEMENT dated as of August 13, 2019 Among UGI ENERGY SERVICES, LLC The Lenders Party Hereto CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH as Administrative Agent and Collateral Agent CREDIT SUISSE LOAN FUNDING LLC, JPMORGAN CHASE BANK, N.A.,...
Credit Agreement • August 14th, 2019 • Ugi Corp /Pa/ • Gas & other services combined • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 13, 2019, among UGI ENERGY SERVICES, LLC, the Lenders from time to time party hereto, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent.

CREDIT AGREEMENT
Credit Agreement • November 15th, 2023 • Ugi Corp /Pa/ • Gas & other services combined • New York

UGI UTILITIES, INC., a Pennsylvania corporation (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) listed on the signature pages hereof, PNC BANK, NATIONAL ASSOCIATION, as administrative agent (in such capacity, the “Agent”) for the Lenders (as hereinafter defined), and CITIZENS BANK, N.A., as syndication agent, agree as follows:

FORM OF CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • August 5th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania

WHEREAS, the Company has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of key members of the Company’s management to their assigned duties without distraction arising from the possibility of a Change in Control (as defined below), although no such change is now contemplated;

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CREDIT AGREEMENT dated as of August 26, 2010 among UGI ENERGY SERVICES, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent PNC BANK, NATIONAL ASSOCIATION as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION and...
Credit Agreement • November 19th, 2010 • Ugi Corp /Pa/ • Gas & other services combined • New York

CREDIT AGREEMENT (this “Agreement”) dated as of August 26, 2010 among UGI ENERGY SERVICES, INC., the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Co-Documentation Agents.

UGI UTILITIES, INC. $100,000,000 1.59% Senior Notes, Series A due June 15, 2026 75,000,000 1.64% Senior Notes, Series B due September 15, 2026 NOTE PURCHASE AGREEMENT Dated as of May 7, 2021
Note Purchase Agreement • May 7th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • New York

UGI Utilities, Inc., a Pennsylvania corporation (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Company”), agrees with each of the Purchasers as follows:

AGREEMENT AND PLAN OF MERGER by and among UGI CORPORATION, AMERIGAS PROPANE, INC., AMERIGAS PROPANE HOLDINGS, INC., AMERIGAS PROPANE HOLDINGS, LLC and AMERIGAS PARTNERS, L.P. April 1, 2019
Merger Agreement • April 2nd, 2019 • Ugi Corp /Pa/ • Gas & other services combined • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 1, 2019 (this “Agreement”), is entered into by and among UGI Corporation, a Pennsylvania corporation (“Parent”), AmeriGas Propane Holdings, Inc., a Delaware corporation (“Holdings”), AmeriGas Propane Holdings, LLC, a Delaware limited liability company (“Merger Sub”), AmeriGas Partners, L.P., a Delaware limited partnership (the “Partnership”), and AmeriGas Propane, Inc., a Pennsylvania corporation and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.

PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of May 25, 2021 between UGI Corporation and U.S. Bank National Association as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary
Purchase Contract and Pledge Agreement • May 25th, 2021 • Ugi Corp /Pa/ • Gas & other services combined • New York

PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of May 25, 2021 between UGI Corporation, a Pennsylvania corporation (the “Company”), and U.S. Bank National Association, a national banking association, not individually, but acting as purchase contract agent for, and as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), as paying agent, as conversion agent, as bank and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).

Form of RECEIVABLES PURCHASE AGREEMENT dated as of November 30, 2001, as amended by
Receivables Purchase Agreement • November 21st, 2017 • Ugi Corp /Pa/ • Gas & other services combined • New York

This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 30, 2001, among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as seller (the “Seller”), UGI ENERGY SERVICES, LLC (as successor to UGI Energy Services, Inc.), a Pennsylvania limited liability company (“UGI”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”) and PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC”), as issuer (together with its successors and permitted assigns, the “Issuer”) and as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).

AGZ HOLDING as Parent
Senior Facilities Agreement • February 9th, 2006 • Ugi Corp /Pa/ • Gas & other services combined
FORM OF CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Confidentiality, Non-Competition and Non-Solicitation Agreement • November 20th, 2020 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania
TAX CONSOLIDATION AGREEMENT AMENDMENT NO 1 BETWEEN UGI BORDEAUX HOLDING AND ITS GROUP COMPANIES
Tax Consolidation Agreement • February 9th, 2006 • Ugi Corp /Pa/ • Gas & other services combined
Contract
Credit Agreement • February 28th, 2023 • Ugi Corp /Pa/ • Gas & other services combined • New York
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