PARTY OF THE THIRD PART, RECITALS: 1. By decision of February 9, 2000 (the "DECISION"), the European Communities Commission (the "EUROPEAN COMMISSION") authorized the merger between TOTAL FINA and ELF AQUITAINE. To preserve effective, durable...Ugi Corp /Pa/ • May 17th, 2004 • Gas & other services combined
1.4 This Pledge Agreement shall only enter into force in the event that the Pledgee has disbursed the Loan amount duly drawn pursuant to Loan Offer (A) made by Eastfield Beteiligungsgesellschaft m.b.H. 2 ARTICLE IIPledge Agreement • December 23rd, 1999 • Ugi Corp /Pa/ • Gas & other services combined • Wien
andRights Agreement • November 1st, 2000 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania
2- 3 (f) UGI's execution and delivery of this Guarantee Agreement and the exercise of its right and performance of its obligations hereunder do not:Guarantee Agreement • December 23rd, 1999 • Ugi Corp /Pa/ • Gas & other services combined
7 DECEMBER 2005 AGZ HOLDING AS ASSIGNOR CALYONMaster Agreement • February 9th, 2006 • 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, 2003Purchase and Sale Agreement • December 23rd, 2003 • Ugi Corp /Pa/ • Gas & other services combined • New York
Dated 18 June 2004 AGZ HOLDING as Parent ANTARGAZ THE ENTITIES NAMED HEREIN as Lenders CALYON as Mandated Lead Arranger CALYON as Facility Agent CALYON as Security AgentAgreement • August 13th, 2004 • Ugi Corp /Pa/ • Gas & other services combined
2- 3 of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and...Consulting Services Agreement • December 22nd, 2000 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania
ContractCredit Agreement • May 16th, 2023 • Ugi Corp /Pa/ • Gas & other services combined • New York
FORM OF CONFIDENTIALITY AND POST-EMPLOYMIENT ACTIVITIES AGREEMENT A. I, _______________, the undersigned employee, have been hired/promoted into the newly created position of ______________________________ of AmeriGas Propane, Inc., a Pennsylvania...Ugi Corp /Pa/ • May 6th, 2005 • Gas & other services combined
SERVICE AGREEMENT FOR RATE SCHEDULE CDSService Agreement • December 22nd, 2000 • Ugi Corp /Pa/ • Gas & other services combined
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.
AGZ HOLDING as ParentFacilities Agreement • February 9th, 2006 • Ugi Corp /Pa/ • Gas & other services combined
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.
vi- EXHIBITS* Exhibit A-1 - Form of Revolving Credit Note Exhibit A-2 - Form of Swingline Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Notice of Account Designation Exhibit D - Form of Notice of Prepayment Exhibit E - Form of...Credit Agreement • October 4th, 2022 • Ugi Corp /Pa/ • Gas & other services combined • New York
FORM OF CHANGE IN CONTROL AGREEMENTChange 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;
WITNESSETHTransition Services Agreement • August 30th, 2006 • Ugi Corp /Pa/ • Gas & other services combined • New York
JOINT FILING AGREEMENTJoint 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.
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.
150,000,000 3.12% Senior Notes due April 16, 2050 NOTE PURCHASE AGREEMENTGuaranty 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:
Exhibit 10.62 PERFORMANCE GUARANTY This PERFORMANCE GUARANTY (this "Performance Guaranty"), dated as of August 29, 2003, made by UGI Corporation, a Pennsylvania corporation (the "Company"), in favor of MARKET STREET FUNDING CORPORATION, a Delaware...Performance Guaranty • December 23rd, 2003 • Ugi Corp /Pa/ • Gas & other services combined • New York
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, 2021Note 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, 2019Agreement and Plan of Merger • 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.
AGZ HOLDING as Parent ANTARGAZ AGZ FINANCE as High Yield IssuerAgreement • May 17th, 2004 • Ugi Corp /Pa/ • Gas & other services combined
THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as ofSecurity Agreement • March 10th, 2020 • Ugi Corp /Pa/ • Gas & other services combined • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 6, 2020 among UGI ENERGY SERVICES, LLC, 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, as Documentation Agent.
CREDIT AGREEMENTCredit 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:
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 IntermediaryPurchase 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 byReceivables 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”).
ContractCredit Agreement • February 28th, 2023 • Ugi Corp /Pa/ • Gas & other services combined • New York
FORM OF CHANGE IN CONTROL AGREEMENTForm of Change in Control Agreement • February 7th, 2019 • 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;
iii- Section 12.2. Other Remedies ............................................. ................................................31 Section 12.3. Rescission ... ..................................................................................Note Purchase Agreement • December 5th, 2023 • Ugi Corp /Pa/ • Gas & other services combined • New York
TAX CONSOLIDATION AGREEMENT AMENDMENT NO 1 BETWEEN UGI BORDEAUX HOLDING AND ITS GROUP COMPANIESTax Consolidation Agreement • February 9th, 2006 • Ugi Corp /Pa/ • Gas & other services combined
RECEIVABLES PURCHASE AGREEMENT dated as of November 30, 2001 As amended by AMENDMENT NO. 7 dated as of April 23, 2009 among ENERGY SERVICES FUNDING CORPORATION UGI ENERGY SERVICES, INC. MARKET STREET FUNDING CORPORATION and PNC BANK, NATIONAL ASSOCIATIONReceivables Purchase Agreement • November 21st, 2011 • Ugi Corp /Pa/ • Gas & other services combined • New York
This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of the Receivables Purchase Agreement. Seller desires to sell pursuant to the Receivables Purchase Agreement an undivided variable percentage interest in a pool of receivables on [___ ___, 200 ], for a Purchase Price of $_____. Subsequent to this purchase, the aggregate outstanding Capital will be $_____. The pro forma calculation of the Purchased Interest after giving effect to the increase in Capital is [_____].
3- 4 or Associates) has any agreement, arrangement or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except pursuant to a revocable proxy as described in the proviso to clause (ii) above) or disposing of any...Amended Agreement • December 24th, 1997 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania
FORM OF CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 4th, 2023 • Ugi Corp /Pa/ • Gas & other services combined • Pennsylvania
THIS CONFIDENTIALITY, NON-SOLICITATION, AND NON-COMPETITION AGREEMENT (“Agreement”) is made as of this _____ day of _____ 20__ by and between _____, an individual (“Employee”) and UGI Corporation (“UGI” or “the Company”).
