AMENDMENT NO. 7
Dated as of April 23, 2009
to
RECEIVABLES PURCHASE AGREEMENT
Dated as of November 30, 2001
This AMENDMENT NO. 7 (this “
Amendment ”) dated as of April 23, 2009 is
entered into among ENERGY SERVICES FUNDING CORPORATION, a Delaware
corporation, as the seller (the “ Seller ”), UGI
ENERGY SERVICES, INC., a Pennsylvania corporation (“
UGI ”), as initial servicer (in such capacity,
together with its successors and permitted assigns in such
capacity, the “ Servicer ”), MARKET STREET
FUNDING LLC, a Delaware limited liability company (as successor to
Market Street Funding Corporation) (together with its successors
and permitted assigns, the “ Issuer ”), and PNC
BANK, NATIONAL ASSOCIATION, a national banking association, as
administrator (in such capacity, together with its successors and
assigns in such capacity, the “ Administrator
”).
WHEREAS, the parties hereto have entered into
that certain Receivables Purchase Agreement, dated as of
November 30, 2001 (as amended, supplemented or otherwise
modified from time to time, the “ Agreement
”);
WHEREAS, in connection with this Amendment and
concurrently herewith, the Parties are entering into the Fourth
Amended and Restated Fee Letter, dated the date hereof (the “
A&R Fee Letter ”); and
WHEREAS, the parties hereto wish to make certain
changes to the Agreement as herein provided below;
NOW, THEREFORE, in consideration of the promises
and the mutual agreements contained herein and in the Agreement,
the parties hereto agree as follows:
SECTION 1. Definitions . All capitalized
terms used but not otherwise defined herein are used herein as
defined in the Agreement.
SECTION 2.
Amendments to the Agreement .
2.1 Section 1.6(b) of the Agreement
is amended by replacing the rate “2.0% per annum” where
it appears therein with the rate “3.00% per
annum”.
2.2 The definition of “ Alternate
Rate ” set forth in Exhibit I to the
Agreement is replaced in its entirety with the
following:
“ Alternate Rate ” for any
Settlement Period for any Portion of Capital of the Purchased
Interest means an interest rate per annum equal to: (a) 2.00%
per annum above the Euro-Rate for such Settlement Period, or, in
the sole discretion of the Administrator, (b) the Base Rate
for such Settlement Period; provided , however , that
the “Alternate Rate” for any day while a Termination
Event exists shall be an interest rate equal to 3.00% per annum
above the Base Rate in effect on such day.
2.3 The definition of “ Concentration
Percentage ” set forth in Exhibit I to the
Agreement is amended by replacing the percentage
“16.00%” where it appears in clause (b) thereof
with the percentage “12.00%”.
2.4 The definition of “ Concentration
Reserve Percentage ” set forth in Exhibit I to the
Agreement is replaced in its entirety with the
following:
“Concentration Reserve Percentage”
means, at any time, the largest of: (a) the sum of five
largest Group D Obligor Percentages, (b) the sum of the three
largest Group C Obligor Percentages, (c) the sum of two
largest Group B Obligor Percentages and (d) the largest Group
A Obligor Percentage.
2.5 The definition of “ CP Rate
” set forth in Exhibit I to the Agreement is
amended by replacing the percentage “2.00%” where it
appears therein with the percentage “3.00%”.
2.6 Clause (a) of the definition of
“ Defaulted Receivable ” set forth in
Exhibit I to the Agreement is amended by replacing the
phrase “90 days from the original invoice date”
where it appears therein with the phrase “60 days from
the original due date”.
2.7 The definition of “ Delinquent
Receivable ” set forth in Exhibit I to the
Agreement is amended by replacing the phrase “90 days
from the original invoice date” where it appears therein with
the phrase “60 days from the original due
date”.
2.8 The definition of “ Dilution
Reserve Percentage ” set forth in Exhibit I
to the Agreement is amended by replacing the number
“2.0” where it appears therein with the number
“2.25”.
2.9 Clause (d) of the definition of
“ Eligible Receivable ” set forth in
Exhibit I to the Agreement is replaced in its entirety
with the following:
(d) (i) that arises under a duly authorized
Contract for the sale and delivery of goods and services in the
ordinary course of the Originator’s business or (ii) in
the case of a Receivable arising in connection with the sale or
assignment by the Originator to a Purchasing Utility of a Billing
Program Receivable, such Receivable arises under an Approved
Billing Program; provided , however , that
Receivables described in clause (ii) above shall not
constitute Eligible Receivables to the extent that the aggregate
Outstanding Balance of such Receivables exceeds 20% of the
aggregate Outstanding Balance of all Eligible
Receivables,
2.10 The definition of “ Facility
Termination Date ” set forth in Exhibit I to
the Agreement is amended by replacing the date
“April 23, 2009” where it appears in clause
(a) thereof with the date April 22, 2010.
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2.11 The definition of “ Loss Reserve
Percentage ” set forth in Exhibit I to the
Agreement is amended by replacing the number “2.0”
where it appears therein with the number
“2.25”.
2.12 The definition of “ Receivable
” set forth in Exhibit I to the Agreement is
replaced in its entirety with the following:
“ Receivable ” means any
indebtedness and other obligations (whether or not earned by
performance) owed to the Seller (as assignee of the Originator) or
the Originator by, or any right of the Seller or the Originator to
payment from or on behalf of, an Obligor (including a Purchasing
Utility), whether constituting an account, chattel paper,
instrument or general intangible, arising in connection with
(i) property or goods that have been or are to be sold or
otherwise disposed of, or services rendered or to be rendered by
the Originator (including, in each case and without limitation, the
sale of electricity or natural gas) or (ii) the sale or
assignment by the Originator to a Purchasing Utility of a Billing
Program Receivable, and, in each case, includes the
obligatio
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