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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
