UGI UTILITIES, INC. ___________________________________ SUPPLEMENTAL INDENTURE Dated as of September 15, 2006 To INDENTURE Dated as of August 1, 1993 5.753% Series A Senior Notes Due 2016 6.206% Series A Senior Notes Due 2036 _____________________________________ U.S. BANK NATIONAL ASSOCIATION, as Trustee 1 SUPPLEMENTAL INDENTURE

UGI UTILITIES, INC.

___________________________________

SUPPLEMENTAL INDENTURE

Dated as of September 15, 2006

To

INDENTURE

Dated as of August 1, 1993

5.753% Series A Senior Notes Due 2016

6.206% Series A Senior Notes Due 2036

_____________________________________

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

1

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated September 15, 2006, by and between UGI Utilities, Inc., a Pennsylvania corporation (the “Issuer”), and U.S. Bank National Association, successor trustee to Wachovia Bank, National Association, formerly First Union National Bank, and prior to that First Fidelity Bank, N.A. Pennsylvania, as trustee (the “Trustee”).

W I T N E S S E T H:

WHEREAS, the Issuer and the Trustee are parties to an Indenture dated as of August 1, 1993 (the “Indenture”), which, pursuant to Section 2.3 of the Indenture, provides for the issuance of an unlimited amount of Securities in one or more series;

WHEREAS, the Issuer wishes to issue senior notes designated as 5.753% Series A Senior Notes due 2016 in the aggregate principal amount of $175,000,000 (the “New 2016 Notes”) and 6.206% Series A Senior Notes due 2036 in the aggregate principal amount of $100,000,000 (the “New 2036 Notes,” together with the New 2016 Notes, the “New Notes”);

WHEREAS, pursuant to Section 7.1 of the Indenture, the Issuer and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of any holder of Securities issued under the Indenture;

WHEREAS, the Issuer, by action duly taken, has authorized the execution of this Supplemental Indenture and the issuance of the New Notes;

WHEREAS, all actions necessary to make the New Notes (when executed by the Issuer and completed, authenticated, and delivered by the Trustee as required by the Indenture) the valid and binding obligations of the Issuer and to constitute these presents a valid and binding Supplemental Indenture according to its terms have been duly taken; and

WHEREAS, in accordance with Section 2.4 of the Indenture, there has been delivered to the Trustee on the date hereof an Issuer Order, Officers’ Certificate, Board Resolutions, and an Opinion of Counsel certifying that this Supplemental Indenture complies with applicable provisions of the Indenture.

NOW THEREFORE, in consideration of the foregoing and the mutual premises and covenants contained herein and for other good and valuable consideration, the parties hereto agree as follows:

“; provided, however, that with respect to money deposited with or paid to the Trustee or any paying agent for the payment of the principal of or interest on the 5.753% Series A Senior Notes due 2016 and the 6.206% Series A Senior Notes due 2036, the three-year period referenced above shall not apply and a one-year period instead shall apply”

[Signature page follows]

2

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

COMPANY:

UGI UTILITIES, INC.

By:
Name: Margaret M. Calabrese
Title: Secretary

TRUSTEE:

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

3