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EXHIBIT 10(i)
GUARANTY DATED JUNE 1, 2004 BETWEEN UGI
CORPORATION AND VIKING RESOURCES CORP.
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BOX 858 VALLEY FORGE, PA 19482 o 610-337-1000
GRAPHIC
UGI
CORPORATION
June 8, 2004
VIA REGULAR MAIL
Atlas America, Inc.
Attention: Michael Brecko
311 Rouser Road
P.O. Box 611
Moon Township, PA 15108
RE. GUARANTY FOR UGI ENERGY
SERVICES, INC.
Dear Mr. Brecko:
Enclosed is the executed
original Guaranty made by UGI Corporation in favor
of Viking Resources, Corp., effective as of
March 1, 2004. This Guaranty is
intended as credit assurance for the
transactions of UGI Energy Services Inc.,
and is given in the amount of $7,000,000.
This Guaranty supercedes the prior
Guaranty between the parties, which was
dated effective March 1, 2004.
If you have any questions
concerning the foregoing, please contact me at
(610) 337-1000, extension 3148.
Very truly yours,
graphic
Frank H. Markle
Counsel
Attachment
Cc: Andrew Koehler
graphic
RECEIVED JUN 10 2004
460 NORTH GULPH ROAD, KING OF PRUSSIA, PA 19406
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GUARANTY
This Guaranty (the
"Guaranty") is made by UGI Corporation ("Guarantor"), a
Pennsylvania corporation, effective as of
June 1, 2004 (the "Effective Date"),
in favor of Viking Resources Corp.
("Creditor"), a Pennsylvania corporation.
WHEREAS, UGl Energy
Services, Inc. d/b/a GASMARK ("Debtor"), a Pennsylvania
corporation and Creditor are parties to
various agreements for the purchase,
sale and/or transportation of natural gas
(whether one or more, the
"Agreement"); and
WHEREAS, the execution and
delivery of this Guaranty is a condition to
Creditor's further performance of its
obligations under the terns of the
Agreement and Guarantor has agreed to
provide assurance for the performance of
Debtor's obligations in connection with the
Agreement
NOW, THEREFORE, in
consideration of the premises and other good and valuable
consideration, the adequacy, receipt and
sufficiency of which are hereby
acknowledged, Guarantor hereby agrees as
follows:
1. GUARANTY. Guarantor hereby
unconditionally and absolutely guarantees the
punctual payment
when due of Debtor's payment obligations arising under the
Agreement, as
may be amended or modified from time to time, together with
any interest
thereon (collectively, the "Guaranteed Obligations");
provided,
however, that the total liability of Guarantor hereunder,
regardless of
any amendment or modification to the Agreement, is limited to
the lesser of
(a) all amounts owed by Debtor to Creditor under the
Agreement or
Seven Million Dollars or ($7,000,000.00). Guarantor's
obligations and
liability under this Guaranty shall be limited to payment
obligations of
Debtor and Guarantor shall have no obligation to sell,
deliver, supply
or transport gas and/or electricity.
2. WAIVER. This is a guaranty
of payment and not of collection. Guarantor
hereby
waives:
(a) notice of acceptance of this
Guaranty, of the creation or existence
of any of the Guaranteed Obligations and of any action by
Creditor
in reliance hereon or in connection herewith; and
(b) any requirement that suit be
brought against, or any other action by
Creditor be taken against, or any notice of default or other notice
be
given to, or any demand be made on, Debtor or any other person,
or
that any other action be taken or not taken as a condition to
Guarantor's liability for the Guaranteed Obligations or as a
condition
to the enforcement of this Guaranty against Guarantor, except
as
expressly defined herein.
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3. TERM: TERMINATION. This
Guaranty shall continue in full force and effect
for a term
commencing on the Effective Date and continuing until April 30,
2006.
Notwithstanding the foregoing, this Guaranty may be terminated at
any
time by the
Guarantor by providing at least forty-five (45) days prior
written notice
to Creditor; provided, however
