Purchase AgreementUgi Utilities Inc • September 18th, 2006 • Gas & other services combined • New York
UGI Utilities, Inc., a Pennsylvania corporation (the “Issuer”), proposes to sell to the several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom you (each, a “Representative,” and collectively, the “Representatives”) are acting as representative, $175,000,000 aggregate principal amount of its 5.753% Senior Notes due 2016 (the “2016 Notes”) and $100,000,000 aggregate principal amount of its 6.206% Senior Notes due 2036 (the “2036 Notes,” together with the 2016 Notes, the “Securities”), to be issued under an indenture, dated as of August 1, 1993 (the “Base Indenture”), between the Issuer and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association (formerly First Union Bank, and, prior to that, First Fidelity Bank, National Association), as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture dated as of September 15, 2006 for the 2016 Notes and the 2036 Notes (the “Supplemental Indenture,” together w
ContractRegistration Rights Agreement • September 18th, 2006 • Ugi Utilities Inc • Gas & other services combined • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into on September 15, 2006 by and among UGI Utilities, Inc., a Pennsylvania corporation (the “Issuer”) and Credit Suisse Securities (USA) LLC, Wachovia Capital Markets, LLC and Citigroup Global Markets Inc. (each, an “Initial Purchaser” and together, the “Initial Purchasers”), each of whom has agreed to purchase the Issuer’s $175,000,000 aggregate principal amount of its 5.753% Series A Senior Notes due 2016 (the “2016 Notes”)and $100,000,000 aggregate principal amount of its 6.206% Series A Senior Notes due 2036 (the “2036 Notes,” each of the 2016 Notes and the 2036 Notes an “Initial Security” and together, the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).
