RELEASE OF LIENS AND TERMINATION
OF SECURITY DOCUMENTS
Pursuant to Sections 3(b), 8 and 17(b) of
the Intercreditor and Agency Agreement, dated as of April 19,
1995 (as amended, modified and supplemented, the “
Intercreditor Agreement ”), among AmeriGas Propane,
Inc., Petrolane Incorporated, AmeriGas Propane, L.P. (the “
Company ”), AmeriGas Propane Parts & Service,
Inc., the Note Holders (as defined therein), Wachovia Bank,
National Association, in its capacity as Collateral Agent for the
Secured Creditors, and Mellon Bank, N.A., in its capacity as Cash
Collateral Sub-Agent for the Secured Creditors, the undersigned
Collateral Agent hereby confirms to the Obligors the
following:
(i) the undersigned Collateral Agent has
delivered to each of the Secured Creditors a written notification
that the Obligors requested that the Collateral Agent release the
Liens and terminate the Security Documents (other than the
Intercreditor Agreement, which will survive only to the extent that
the Liens of the Security Documents ever re-attach);
(ii) the Requisite Percentage of the
Secured Creditors has directed the Collateral Agent to release the
Liens and terminate the Security Documents (other than the
Intercreditor Agreement) pursuant to a Voting Action/Direction
Notice, a copy of which is attached hereto as Exhibit A
;
(iii) the Secured Creditors agree to
cooperate with the Collateral Agent and Obligors in order to
terminate any outstanding financing statements, fixture filings,
mortgages and other documents or instruments granting or purporting
to perfect Liens of the Security Documents;
(iv) the undersigned Collateral Agent
hereby (A) releases all Liens and terminates the Security
Documents (other than the Intercreditor Agreement), (B) agrees
to return to the Company all General Collateral in its possession,
including without limitation, the Intercompany Note, the related
Loan Agreement, the share certificates representing the
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