AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PARTNERS, L.P.Star Gas Finance Co • March 17th, 2003 • Retail-retail stores, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PARTNERS, L.P. dated as of March 26, 1999, is entered into by and among STAR GAS LLC, a Delaware limited liability company, as the General Partner, and those Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
REGISTRATION RIGHTS AGREEMENT Dated as of February 6, 2003 by and among STAR GAS PARTNERS, L.P., STAR GAS FINANCE COMPANY and as Representative of the Initial PurchasersRegistration Rights Agreement • March 17th, 2003 • Star Gas Finance Co • Retail-retail stores, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated as of February 6, 2003 (the “Agreement”) is entered into by and among Star Gas Partners, L.P., a Delaware limited partnership (the “Company”), and Star Gas Finance Company, a Delaware corporation (“SGFC”, and together with the Company, the “Issuers”), and J.P. Morgan Securities Inc., as representative of the initial purchasers named on Schedule 1 hereto (collectively, the “Initial Purchasers”).
STAR GAS PARTNERS, L.P., STAR GAS FINANCE COMPANY, AND UNION BANK OF CALIFORNIA, N.A. AS TRUSTEE 10¼% Senior Notes due 2013Indenture • March 17th, 2003 • Star Gas Finance Co • Retail-retail stores, nec • New York
INDENTURE dated as of February 6, 2003, among STAR GAS PARTNERS, L.P., a Delaware limited partnership (the “Company”), STAR GAS FINANCE COMPANY, a Delaware corporation (the “Co-Issuer”, together with the Company, the “Issuers”) and UNION BANK OF CALIFORNIA, N.A. (the “Trustee”) as Trustee.
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PROPANE, L.P.Star Gas Finance Co • March 17th, 2003 • Retail-retail stores, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PROPANE, L.P., dated as of March 26, 1999, is entered into by and among Star Gas LLC, a Delaware limited liability company, as the General Partner, and Star Gas Partners, L.P., a Delaware limited partnership, as the Limited Partner, together with any other Persons who become Partners in the Partnership as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
Star Gas Partners, L.P. Stamford, CT 06904Star Gas Finance Co • December 7th, 2007 • Retail-retail stores, nec • New York
This will confirm our mutual Agreement with respect to a severance payment to be made to you after a Change in Control (as defined below) with respect to Star Gas Partners, L.P. (“Star Gas”) as follows:
AGREEMENT AND GENERAL RELEASE OF ALL CLAIMSAgreement and General Release • March 17th, 2006 • Star Gas Finance Co • Retail-retail stores, nec • New York
This Agreement and General Release of All Claims (“Agreement”) is entered into as of this 6th day of May, 2005 between Star Gas Partners, L.P. and all of its direct and indirect subsidiaries (collectively, the “Company”) and David Anthony Shinnebarger (“Shinnebarger”).
SIXTH AMENDMENTStar Gas Finance Co • December 7th, 2007 • Retail-retail stores, nec • New York
SIXTH AMENDMENT, dated as of December 5, 2007 (this “Sixth Amendment”), to the Credit Agreement, dated as of December 17, 2004 (as amended by the First Amendment, dated as of November 2, 2005, the Second Amendment, dated as of February 3, 2006, the Third Amendment, dated as of October 30, 2006, the Fourth Amendment and Waiver, dated as of December 28, 2006, the Fifth Amendment, dated as of April 13, 2007, this Sixth Amendment and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PETROLEUM HEAT AND POWER CO., INC., a Minnesota corporation (the “Borrower”), the other Loan Parties party thereto, the several lenders from time to time parties thereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as an LC Issuer and as Agent (in such capacity, the “Agent”), BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents, and RBS CITIZENS, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, a
PHILLIPS NIZER LLPStar Gas Finance Co • March 17th, 2003 • Retail-retail stores, nec
This opinion is being delivered to you at the request of the Issuers pursuant to Section 5(f) of the Purchase Agreement. Capitalized terms used herein and not defined have the meanings ascribed to them in the Purchase Agreement.
SEVENTH AMENDMENTStar Gas Finance Co • December 10th, 2008 • Retail-retail stores, nec • New York
SEVENTH AMENDMENT, dated as of September 15, 2008 (this “Seventh Amendment”), to the Credit Agreement, dated as of December 17, 2004 (as amended by the First Amendment, dated as of November 2, 2005, the Second Amendment, dated as of February 3, 2006, the Third Amendment, dated as of October 30, 2006, the Fourth Amendment and Waiver, dated as of December 28, 2006, the Fifth Amendment, dated as of April 13, 2007, the Sixth Amendment, dated as of December 5, 2007, this Seventh Amendment and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PETROLEUM HEAT AND POWER CO., INC., a Minnesota corporation (the “Borrower”), the other Loan Parties party thereto, the several lenders from time to time parties thereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as an LC Issuer and as Agent (in such capacity, the “Agent”), BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents, and RBS
