Ugi Corp /Pa/ Sample Contracts

Ugi Corp /Pa/ – FORM OF CHANGE IN CONTROL AGREEMENT (February 7th, 2019)

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;

Ugi Corp /Pa/ – Press Release (February 6th, 2019)

GAAP EPS of $0.36 and adjusted EPS of $0.81 per diluted share compared to GAAP EPS of $2.07 and adjusted EPS of $1.01 per diluted share in the prior year

Ugi Corp /Pa/ – UGI CORPORATION DESCRIPTION OF COMPENSATION ARRANGEMENT FOR JOHN L. WALSH (November 20th, 2018)

John L. Walsh is President and Chief Executive Officer of UGI Corporation. Mr. Walsh has an oral compensation arrangement with UGI Corporation, which includes the following:

Ugi Corp /Pa/ – AMERIGAS PROPANE, INC. DESCRIPTION OF COMPENSATION ARRANGEMENT FOR JERRY E. SHERIDAN (November 20th, 2018)

Jerry E. Sheridan served as President and Chief Executive Officer of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P, until September 18, 2018 and remains an employee of AmeriGas Propane, Inc. until January 2019. Mr. Sheridan has an oral compensation arrangement with AmeriGas Propane, Inc., which includes the following:

Ugi Corp /Pa/ – Press Release (November 13th, 2018)

Fiscal 2018 GAAP EPS results include $1.00 of deferred tax remeasurements associated with the Tax Cuts and Jobs Act ("TCJA") and tax legislation in France and $0.20 of current year impact associated with such tax legislation. Adjusted results exclude the $1.00 impact

Ugi Corp /Pa/ – AMENDMENT NO. 19 Dated as of October 26, 2018 to RECEIVABLES PURCHASE AGREEMENT Dated as of November 30, 2001 (November 1st, 2018)

This AMENDMENT NO. 19 (this “Amendment”) dated as of October 26, 2018 is entered into among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as the 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”).

Ugi Corp /Pa/ – €300,000,000 FACILITY A €300,000,000 FACILITY B MULTICURRENCY FACILITIES AGREEMENT DATED 18 OCTOBER 2018 for UGI INTERNATIONAL, LLC as Borrower arranged by NATIXIS BARCLAYS BANK PLC BNP PARIBAS CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK HSBC France (October 25th, 2018)
Ugi Corp /Pa/ – SENIOR NOTES INDENTURE Dated as of October 25, 2018 Among UGI INTERNATIONAL, LLC THE GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO U.S. BANK NATIONAL ASSOCIATION, as Trustee ELAVON FINANCIAL SERVICES DAC as Registrar and Transfer Agent and ELAVON FINANCIAL SERVICES DAC, UK BRANCH as Paying Agent 3.25% SENIOR NOTES DUE 2025 (October 25th, 2018)

INDENTURE, dated as of October 25, 2018, among UGI International, LLC, a Pennsylvania limited liability company (the “Issuer”), the Guarantors listed on the signature pages hereto, U.S. Bank National Association, as trustee (the “Trustee”), Elavon Financial Services DAC, as initial Registrar (as defined herein) and initial Transfer Agent (as defined herein) and Elavon Financial Services DAC, UK Branch, as initial Paying Agent (as defined herein).

Ugi Corp /Pa/ – UGI International Prices Senior Notes Offering (October 18th, 2018)

VALLEY FORGE, PA., October 18, 2018 — UGI Corporation (“UGI” or the “Company”) (NYSE: UGI) announced today that its indirect, wholly owned subsidiary, UGI International, LLC (“UGI International”), priced its offering of €350,000,000 in aggregate principal amount of 3.25% senior unsecured notes due 2025 (the “Notes”). The Notes are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act.

Ugi Corp /Pa/ – Investor Presentation Euro Senior Notes Offering October 2018 Private and Confidential This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. This presentation contains certain forward-looking statements that management believes to be reasonable as of today’s date only. Actual results may differ significantly because of risks and uncertainties that are difficult to predict and many of which are beyond management’s control. You (October 15th, 2018)
Ugi Corp /Pa/ – Excepts from Preliminary Offering Memorandum dated October 15, 2018 Summary Historical Financial and Other Data (October 15th, 2018)

This summary historical financial data of UGI International is qualified in its entirety by reference to, and should be read in conjunction with, the information contained in the sections entitled “Capitalization,” “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as the consolidated financial

Ugi Corp /Pa/ – UGI International Commences Senior Notes Offering (October 15th, 2018)

VALLEY FORGE, PA., October 15, 2018 — UGI Corporation (“UGI” or the “Company”) (NYSE: UGI) announced today that its indirect, wholly owned subsidiary, UGI International, LLC (“UGI International”), intends to offer €300,000,000 in aggregate principal amount of senior unsecured notes (the “Notes”) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States in compliance with Regulation S under the Securities Act.

Ugi Corp /Pa/ – UGI CORPORATION DESCRIPTION OF COMPENSATION ARRANGEMENT FOR ROGER PERREAULT (September 18th, 2018)

Roger Perreault is Executive Vice President, Global LPG of UGI Corporation and President of UGI International, LLC. Mr. Perreault has an oral compensation arrangement with UGI Corporation, which includes the following:

Ugi Corp /Pa/ – FORM OF CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT (August 7th, 2018)
Ugi Corp /Pa/ – Press Release (August 2nd, 2018)

GAAP EPS of $0.30 and adjusted EPS of $0.09 per diluted share compared to GAAP EPS of $(0.11) and adjusted EPS of $0.09 per diluted share in the prior year

Ugi Corp /Pa/ – UGI CORPORATION 2013 OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT LETTER (May 8th, 2018)

The UGI Corporation 2013 Omnibus Incentive Compensation Plan (the “Plan”), provides for the grant of options to purchase shares of common stock of UGI. The Compensation and Management Development Committee of the Board of Directors of UGI (the “Committee”) has decided to make a stock option grant to the Participant. The Participant’s portal in the Morgan Stanley website for Plan participants (the “Grant Summary”) sets forth the number of shares subject to the Option granted to the Participant in this grant.

Ugi Corp /Pa/ – AMERIGAS PROPANE, INC. 2010 LONG-TERM INCENTIVE PLAN ON BEHALF OF AMERIGAS PARTNERS, L.P. (May 8th, 2018)

This PHANTOM UNIT GRANT, dated January 24, 2018 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to __________________ (the “Participant”).

Ugi Corp /Pa/ – AMERIGAS PROPANE, INC. 2010 LONG-TERM INCENTIVE PLAN ON BEHALF OF AMERIGAS PARTNERS, L.P. (May 8th, 2018)

This PERFORMANCE UNIT GRANT, dated January 1, 2018 (the “Date of Grant”), is delivered by AmeriGas Propane, Inc. (the “Company”) to you (the “Participant”).

Ugi Corp /Pa/ – UGI CORPORATION 2013 OMNIBUS INCENTIVE COMPENSATION PLAN STOCK UNIT GRANT LETTER (May 8th, 2018)

This STOCK UNIT GRANT LETTER is dated January 25, 2018 (the “Date of Grant”) and delivered by UGI Corporation (“UGI”), to _______________________ (the “Participant”) (the “Grant Letter”).

Ugi Corp /Pa/ – AMERIGAS PROPANE, INC. 2010 LONG-TERM INCENTIVE PLAN ON BEHALF OF AMERIGAS PARTNERS, L.P. TERMS AND CONDITIONS Effective January 1, 2018 (May 8th, 2018)

The following Terms and Conditions shall be used for purposes of administering Performance Units and Phantom Units granted to Employees under the Plan. The Committee has discretion to modify or deviate from the Terms and Conditions at any time, and in all events the specific terms of the Grant Letter shall control. The defined terms shall have the meanings given those terms in the Plan or in these Terms and Conditions, if not defined in the Plan.

Ugi Corp /Pa/ – UGI CORPORATION 2013 OMNIBUS INCENTIVE COMPENSATION PLAN PERFORMANCE UNIT GRANT LETTER (May 8th, 2018)

The UGI Corporation 2013 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of performance units (“Performance Units”) with respect to shares of common stock of UGI (“Shares”). The Compensation and Management Development Committee of the Board of Directors of UGI (the “Committee”) has decided to grant Performance Units to the Participant. The Participant’s portal in the Morgan Stanley website for Plan participants (the “Grant Summary”) sets forth the number of Performance Units granted to the Participant with respect to this grant.

Ugi Corp /Pa/ – UGI CORPORATION 2013 OMNIBUS INCENTIVE COMPENSATION PLAN NONQUALIFIED STOCK OPTION GRANT LETTER (May 8th, 2018)

The UGI Corporation 2013 Omnibus Incentive Compensation Plan (the “Plan”) provides for the grant of options to purchase shares of common stock of UGI. The Board of Directors of UGI (the “Board”) has decided to make a stock option grant to the Participant.

Ugi Corp /Pa/ – Press Release (May 3rd, 2018)

GAAP EPS of $1.57 and adjusted EPS of $1.69 per diluted share compared to GAAP EPS of $1.24 and adjusted EPS of $1.31 per diluted share in the prior year

Ugi Corp /Pa/ – UGI CORPORATION DESCRIPTION OF COMPENSATION ARRANGEMENT FOR TED J. JASTRZEBSKI (February 23rd, 2018)

Ted J. Jastrzebski will become Chief Financial Officer of UGI Corporation, commencing on or before May 21, 2018. Mr. Jastrzebski will have an oral compensation arrangement with UGI Corporation which will include the following:

Ugi Corp /Pa/ – €300,000,000MULTICURRENCY REVOLVING FACILITY AGREEMENT (February 6th, 2018)
Ugi Corp /Pa/ – Press Release (February 1st, 2018)

GAAP EPS of $2.07 and adjusted EPS of $1.01 per diluted share compared to GAAP EPS of $1.30 and adjusted EPS of $0.91 per diluted share in the prior year

Ugi Corp /Pa/ – UGI CORPORATION EXECUTIVE EMPLOYEE SEVERANCE PLAN (November 21st, 2017)
Ugi Corp /Pa/ – UGI CORPORATION DESCRIPTION OF COMPENSATION ARRANGEMENT FOR JOHN L. WALSH (November 21st, 2017)

John L. Walsh is President and Chief Executive Officer of UGI Corporation. Mr. Walsh has an oral compensation arrangement with UGI Corporation which includes the following:

Ugi Corp /Pa/ – AMERIGAS PROPANE, INC. DESCRIPTION OF COMPENSATION ARRANGEMENT FOR JERRY E. SHERIDAN (November 21st, 2017)

Jerry E. Sheridan is President and Chief Executive Officer of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. Mr. Sheridan has an oral compensation arrangement with AmeriGas Propane, Inc. which includes the following:

Ugi Corp /Pa/ – EXECUTIVE EMPLOYEE SEVERANCE PLAN (November 21st, 2017)
Ugi Corp /Pa/ – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND SUPPLEMENTAL SAVINGS PLAN (November 21st, 2017)

The Senior Executive Retirement Plan for Certain Employees of UGI Corporation and its Subsidiaries and Affiliates (the “Senior Plan”) was established effective as of January 1, 1985. Until April 10, 1992, it was maintained by UGI Utilities, Inc. (formerly named, prior to April 10, 1992, UGI Corporation and hereinafter sometimes referred to as “UGI Utilities”). On April 10, 1992, UGI Utilities became a subsidiary of New UGI Corporation which was renamed UGI Corporation (“UGI”) on the same date. As of April 10, 1992, UGI assumed sponsorship of the Senior Plan and all obligations of UGI Utilities thereunder, and amended and restated the Senior Plan to reflect the transfer of Senior Plan sponsorship. Effective October 1, 1996, the Senior Plan was amended and restated to eliminate participation by employees of AmeriGas Propane, Inc., to re-name the Senior Plan “The UGI Corporation Supplemental Executive Retirement Plan” and to make other changes. Effective January 1, 2005, the UGI Corp

Ugi Corp /Pa/ – Form of RECEIVABLES PURCHASE AGREEMENT dated as of November 30, 2001, as amended by (November 21st, 2017)
Ugi Corp /Pa/ – Form of PURCHASE AND SALE AGREEMENT Dated as of November 30, 2001, as amended by Amendment No. 1, dated August 29, 2003 Amendment No. 2, dated September 5, 2006 Amendment No. 3, dated August 26, 2010 Amendment No. 4, dated October 1, 2013 between UGI ENERGY SERVICES, LLC and ENERGY SERVICES FUNDING CORPORATION (November 21st, 2017)
Ugi Corp /Pa/ – Press Release (November 9th, 2017)

UGI Utilities executed a record $318 million of capital investment, implemented increased base rates at UGI Gas, settled a base rate case for UGI PNG that went into effect last month, added over 14,000 residential heating and commercial customers, and installed a new customer information management system that will unify all four utilities and streamline operations.

Ugi Corp /Pa/ – AMENDMENT NO. 18 Dated as of October 27, 2017 to RECEIVABLES PURCHASE AGREEMENT Dated as of November 30, 2001 (November 2nd, 2017)

This AMENDMENT NO. 18 (this “Amendment”) dated as of October 27, 2017 is entered into among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as the 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”).