<PAGE>
EXHIBIT 10(i)
GUARANTY DATED JUNE 1, 2004 BETWEEN UGI
CORPORATION AND VIKING RESOURCES CORP.
<PAGE>
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
<PAGE>
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.
<PAGE>
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
