ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (this "Agreement"), dated this
August 24, 2006 by and between UGI Corporation ("Assignor") and UGI Penn Natural
Gas, Inc. ("Assignee"), a wholly owned subsidiary of the Assignor.
W I T N E S S E T H
WHEREAS, the Assignor has entered into that certain Purchase and Sale
Agreement (the "Purchase Agreement"), dated January 26, 2006, and amended on
August 24, 2006, by and between Southern Union Company (the "Seller") and the
Assignor;
WHEREAS, in connection with the Purchase Agreement the Assignor has entered
into that certain Employee Agreement (the "Employee Agreement"), dated January
26, 2006, and amended on August 24, 2006, by and between the Seller and
Assignor;
WHEREAS, the terms of the Employee Agreement are incorporated into the
Purchase Agreement pursuant to Section 13.13 of the Purchase Agreement;
WHEREAS, pursuant to Section 13.3 of the Purchase Agreement the Assignor
may assign all or part of its rights under the Purchase Agreement to a wholly
owned subsidiary of Assignor;
WHEREAS, except for those assets set forth on Annex A (the "Excluded
Assets"), the Assignor has agreed to assign its rights to acquire the Assets and
the Stock under the Purchase Agreement to the Assignee, and the Assignee has
agreed to accept such assignment of rights to acquire the Assets and the Stock
from the Assignor and to assume, pay and perform all obligations of the Assignor
with respect to the Assets and the Stock in accordance with the terms and
conditions of the Purchase Agreement;
WHEREAS, except with respect to the Employees' Retirement Plan of Southern
Union Company Pennsylvania Division (the "SUG Pension Plan"), the Assignor has
agreed to assign its rights under the Employee Agreement to the Assignee, and
the Assignee has agreed to accept such assignment of rights, other than the SUG
Pension Plan, from the Assignor and to assume, pay and perform all obligations
of the Assignor with respect to such assignment of rights under the Employee
Agreement, other than the SUG Pension Plan, in accordance with the terms and
conditions of the Employee Agreement; and
WHEREAS, except as otherwise defined herein, capitalized terms used in this
Agreement shall have the same meaning herein as defined in the Purchase
Agreement.
NOW THEREFORE, for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Notwithstanding anything else herein to the contrary or contained in any
other document, the Assignor hereby assigns all of its rights to acquire the
Assets and Stock to the Assignee and its successors and assigns, and the
Assignee hereby accepts such assignment and agrees to assume, pay and perform
all obligations of the Assignor with respect to the Assets and the Stock in
accordance with the terms and conditions of the Purchase Agreement.
2. Notwithstanding anything else herein to the contrary or contained in any
other document, the Assignor hereby assigns all of its rights under the Employee
Agreement, other than the SUG Pension Plan, to the Assignee and its successors
and assigns, and the Assignee hereby accepts such assignment and agrees to
assume, pay and perform all obligations of the Assignor with respect to the
rights under the Employee Agreement, other than the SUG Pension Plan, in
accordance with the terms and conditions of the Employee Agreement.
3. Each party hereto agrees, upon the reasonable request of the other party
hereto (and at such other party's expense), to make, execute and deliver any and
all documents or instruments of any kind or character, and to perform all such
other actions, that may be necessary or proper and reasonable to effectuate,
confirm, perform or carry out the terms and provisions of this Agreement.
4. This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania, excluding any
conflict of laws provisions.
5. This Agreement may not be amended or terminated except by a written
instrument duly signed by each of the parties hereto.
6. This Agreement may be executed by facsimile and/or in one or more
counterparts, each of which shall be considered an original, and all of which
taken together shall be deemed to be one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on the date first above written.
UGI CORPORATION
By:
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Name: Robert H. Knauss
Title: Vice President and General
Counsel
UGI PENN NATURAL GAS, INC.
By:
--------------------------------
Name: Thomas M. Jackal
Title: Vice President-Law,
Associate General Counsel
ANNEX A
EXCLUDED ASSETS
1. Gas Main Extension Deposit Agreement dated November 22, 2005, with Chambers
Development Company Inc., a wholly owned subsidiary of Waste Management, Inc.,
for the construction of a pipeline to transport landfill gas from the Alliance
Sanitary Landfill to the PEI Power Corporation pipeline.
2. Transportation Agreement with PEI Power Corporation to deliver landfill gas
from the Alliance Sanitary Landfill to the PEI Power pipeline located at the
Keystone Sanitary Landfill.
3. 61 miles of Hymil pipeline and associated rights-of-way in the Commonwealth
of Pennsylvania located in the counties of Northumberland, Schuylkill, Dauphin,
Lebanon and Lancaster.