Notice of Appointment of Wachovia Bank as Collateral Agent under Collateral Agency Agreement
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AmeriGas Propane, L.P. notifies Wachovia Bank, National Association of its appointment as Collateral Agent under an existing Collateral Agency Agreement, effective August 28, 2003. The appointment is made with the required consent of the Requisite Holders. AmeriGas Propane, L.P. agrees to indemnify Wachovia for losses or liabilities arising from its duties as Collateral Agent, except in cases of gross negligence or willful misconduct. Wachovia accepts the appointment and the associated responsibilities under the agreement.
EX-10.6 4 w90930exv10w6.txt NOTICE OF APPOINTMENT OF WACHOVIA BANK EXHIBIT 10.6 NOTICE OF APPOINTMENT August 28, 2003 Wachovia Bank, National Association One Wachovia Center 301 South College Street Charlotte, NC 28288 Ladies and Gentlemen: Reference is made to that certain Intercreditor and Agency Agreement, dated as of April 19, 1995, as amended (the "COLLATERAL AGENCY AGREEMENT"), by and among AmeriGas Propane, L.P., AmeriGas Propane, Inc., Petrolane Incorporated, the Restricted Subsidiaries of AmeriGas Propane, L.P., Bank of America, N.A., as Agent and as Collateral Agent, Mellon Bank, N.A., as Cash Collateral Sub-Agent, and each of the Note Holders and Parity Lenders that is a party thereto. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Collateral Agency Agreement. In accordance with the terms of Section 12(a) of the Collateral Agency Agreement, we have received the consent of the Requisite Holders (the "CONSENT") to the appointment of Wachovia Bank, National Association ("WACHOVIA") as Collateral Agent under the Collateral Agency Agreement. Pursuant to the terms of the Consent, you shall assume the duties of Collateral Agent as of August 28, 2003. We hereby indemnify Wachovia against any loss, expense, liability or obligation arising out of or in connection with the acceptance and the performance of its duties under the Collateral Agency Agreement and under the Security Documents, except for any loss, expense, liability or obligation resulting from the gross negligence or willful misconduct of the Collateral Agent. AMERIGAS PROPANE, L.P. By: Robert W. Krick ------------------------------ Name: Title: AGREED AND ACCEPTED: WACHOVIA BANK, NATIONAL ASSOCIATION By: Lawrence P. Sullivan ---------------------- Name: Title:
