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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,
rescinde
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