108,000,000 6.375% Senior Notes due 2013 Underwriting AgreementUnderwriting Agreement • September 26th, 2008 • Ugi Utilities Inc • Gas & other services combined • New York
UGI Utilities, Inc., a Pennsylvania corporation (the “Issuer”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (each, a “Representative,” and collectively, the “Representatives”) are acting as representatives, $108,000,000 aggregate principal amount of its 6.375% Senior Notes due 2013 (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 Second Supplemental Indenture dated as of October 1, 2008 (the “Supplemental Indenture,” together with the Base Indenture, the “Indenture”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwrite
