EXHIBIT 10.6
NOTICE OF APPOINTMENT
August 28, 2003
Wachovia Bank, National Association
One Wachovia Center
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
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: Xxxxxx X. Xxxxx
------------------------------
Name:
Title:
AGREED AND ACCEPTED:
WACHOVIA BANK, NATIONAL
ASSOCIATION
By: Xxxxxxxx X. Xxxxxxxx
----------------------
Name:
Title:
