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EXHIBIT 10(n)
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GUARANTY DATED JANUARY 1, 2005 BETWEEN UGI
CORPORATION AND VIKING RESOURCES CORP.
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GUARANTY
This Guaranty (the "Guaranty") is made by UGI Corporation
("Guarantor"),
a Pennsylvania corporation, effective as of January 1, 2005 (the
"Effective
Date"), in favour of Viking Resources Corp. ("Creditor"), a
Pennsylvania
corporation.
WHEREAS, UGI 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 terms
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 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 March 31,
2007.
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, upon termination hereof, Guarantor
agrees
that the obligations and liabilities hereunder shall continue in
full
force and
effect with respect to any obligations incurred prior to the
termination date, plus any interest thereon, and any fees and costs
of
enforcement in connection herewith.
This
Guaranty shall continue to be effective or be reinstated, as the
case
may be, if
at any time any payment of any of the Guaranteed Obligations
are
annulled,
set aside, invalidated, declared to be fraudulent or
preferential,
rescin
