Exhibit 10.1
AMENDMENT NO. 12
Dated as of April 18, 2013
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of November 30, 2001
This AMENDMENT NO. 12 (this “Amendment”) dated as of April 18, 2013 is entered into among ENERGY SERVICES FUNDING CORPORATION, a Delaware corporation, as the seller (the “Seller”), UGI ENERGY SERVICES, INC., a Pennsylvania corporation (“UGI”), as initial servicer (in such capacity, together with its successors and permitted assigns in such capacity, the “Servicer”), MARKET STREET FUNDING LLC, a Delaware limited liability company (as successor to Market Street Funding Corporation) (together with its successors and permitted assigns, the “Issuer”), and PNC BANK, NATIONAL ASSOCIATION, a national banking association, as administrator (in such capacity, together with its successors and assigns in such capacity, the “Administrator”).
RECITALS
WHEREAS, the parties hereto have entered into that certain Receivables Purchase Agreement, dated as of November 30, 2001 (as amended, supplemented or otherwise modified from time to time, the “Agreement”); and
WHEREAS, the parties hereto wish to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the promises and the mutual agreements contained herein and in the Agreement, the parties hereto agree as follows:
SECTION 1.Definitions. All capitalized terms used but not otherwise defined herein are used herein as defined in the Agreement.
SECTION 2.Amendments to the Agreement. The Agreement is hereby amended as follows:
(a)Clause (a) of the definition of “Facility Termination Date” set forth onExhibit I to the Agreement is hereby amended by deleting the date “April 18, 2013” therein and substituting the date “November 1, 20 13” therefor.
(b) The definition of “Purchase Limit” set forth onExhibit I to the Agreement is hereby amended by deleting the amount “$200,000,000” therein and substituting the amount “$100,000,000” therefor.
SECTION 3.Certain Representations, Warranties and Covenants. Each of the Seller, UGI and the Servicer, as to itself, hereby represents and warrants that:
(a) the representations and warranties of such Person contained inExhibit III to the Agreement (as amended hereby) are true and correct as of the date hereof (unless stated to relate solely to an earlier date, in which case such representations and warranties were true and correct as of such earlier date);
(b) the execution and delivery by such Person of this Amendment, and the performance of its obligations under this Amendment and the Agreement (as amended hereby) are within its corporate powers and have been duly authorized by all necessary corporate action on its part, and this Amendment and the Agreement (as amended hereby) are its valid and legally binding obligations, enforceable in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally; and
(c) no Termination Event or Unmatured Termination Event has occurred, is continuing, or would occur as a result of this Amendment.
SECTION 4.Effectiveness. This Amendment shall become effective as of the date hereof when the Administrator shall have received counterparts of (i) this Amendment (whether by facsimile or otherwise) and (ii) that certain Eighth Amended and Restated Fee Letter, dated as of the date hereof, among the parties hereto (whether by facsimile or otherwise), in each case, executed and delivered by each of the parties hereto or thereto, as applicable.
SECTION 5.References to Agreement. Upon the effectiveness of this Amendment, each reference in the Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import shall mean and be a reference to the Agreement as amended hereby, and each reference to the Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Agreement shall mean and be a reference to the Agreement as amended hereby.
SECTION 6.Effect on the Agreement. Except as specifically amended above, the Agreement and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.
SECTION 7.No Waiver. The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party under the Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein, except as specifically set forth herein.
SECTION 8.Governing Law. THIS AMENDMENT, INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
SECTION 9.Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
SECTION 10.Headings. The Section headings in this Amendment are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Amendment or any provision hereof.
SECTION 11.Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement.
[Signature Pages Follow]
1
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.
ENERGY SERVICES FUNDING
CORPORATION
| By: /s/ Hugh J. Gallagher | ||
| | ||
| Name: Hugh J. Gallagher | ||
| Title: | Treasurer | |
| UGI ENERGY SERVICES, INC. |
| By: /s/ Hugh J. Gallagher | ||
| | ||
| Name: Hugh J. Gallagher | ||
| Title: | Treasurer | |
Amendment No. 12 to
Receivables Purchase Agreement (UGI)
S-1
MARKET STREET FUNDING LLC
| By: /s/ Doris J. Hearn | ||
| | ||
| Name: Doris J. Hearn | ||
| Title: | Vice President | |
Amendment No. 12 to
Receivables Purchase Agreement (UGI)
S-2
2
PNC BANK, NATIONAL ASSOCIATION,
as Administrator
| By: /s/ William Falcon | ||
| | ||
| Name: William Falcon | ||
| Title: | Senior Vice President | |
Amendment No. 12 to
Receivables Purchase Agreement (UGI)
S-3
3