ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement"), dated this
August 24, 2006 by and between UGI Corporation ("Assignor") and UGI Utilities,
Inc. ("Assignee"), a wholly owned subsidiary of the Assignor.
W I T N E S S E T H
Whereas, the Assignor has entered into that certain (the "Purchase
Agreement"), dated January 26, 2006, and amended on August 24, 2006, by and
between Southern Union Company (the "Seller") and the Assignor;
WHEREAS, in connection with the Purchase Agreement, the Assignor has
entered into that certain Employee Agreement (the "Employee Agreement"), dated
January 26, 2006, and amended on August 24, 2006, by and between the Seller and
Assignor;
WHEREAS, the terms of the Employee Agreement are incorporated into the
Purchase Agreement pursuant to Section 13.13 of the Purchase Agreement;
WHEREAS, pursuant to Section 13.3 of the Purchase Agreement the Assignor
may assign all or part of its rights under the Purchase Agreement to a wholly
owned subsidiary of Assignor;
Whereas, the Assignor has agreed to assign its rights to the Employees'
Retirement Plan of Southern Union Company Pennsylvania Division (the "SUG
Pension Plan") under the Employee Agreement to the Assignee, and the Assignee
has agreed to accept such assignment of rights to the SUG Pension Plan from the
Assignor and to assume, pay and perform all obligations of the Assignor with
respect to the SUG Pension Plan in accordance with the terms and conditions of
the Employee Agreement; and
Whereas, except as otherwise defined herein, capitalized terms used in this
Agreement shall have the same meaning herein as defined in the Purchase
Agreement.
Now Therefore, for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Notwithstanding anything else herein to the contrary or contained in any
other document, the Assignor hereby assigns all of its rights to the SUG Pension
Plan to the Assignee and its successors and assigns, and the Assignee hereby
accepts such assignment and agrees to assume, pay and perform all obligations of
the Assignor with respect to the SUG Pension Plan in accordance with the terms
and conditions of the Purchase Agreement.
2. Each party hereto agrees, upon the reasonable request of the other party
hereto (and at such other party's expense), to make, execute and deliver any and
all
documents or instruments of any kind or character, and to perform all such other
actions, that may be necessary or proper and reasonable to effectuate, confirm,
perform or carry out the terms and provisions of this Agreement.
3. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania, excluding any
conflict of laws provisions.
4. This Agreement may not be amended or terminated except by a written
instrument duly signed by each of the parties hereto.
5. This Agreement may be executed by facsimile and/or in one or more
counterparts, each of which shall be considered an original, and all of which
taken together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on the date first above written.
UGI CORPORATION
By:
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Name: Xxxxxx X. Xxxxxx
Title: Vice President and General
Counsel
UGI UTILITIES, INC.
By:
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Name: Xxxxxx X. Jackal
Title: Vice President-Law,
Associate General Counsel
