Common use of Investments, Guaranties, etc Clause in Contracts

Investments, Guaranties, etc. Neither Obligor will, nor will either Obligor permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas or any Restricted Subsidiary may make and own Investments in: (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Prime-2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. ("Permitted Banks"), (5) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (6) obligations of the type described in clause (1), (2), (3) or (4) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas or a Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question; (b) Star Gas and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person which simultaneously therewith becomes a Restricted Subsidiary, and any Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas and may create or become liable with respect to any Guaranty in respect of the Obligors' obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notes; (i) Star Gas or any Restricted Subsidiary may make and own Investments in the capital stock of, or joint venture, partnership or other equity interests in, or may make contributions to capital in the ordinary course of business in any Unrestricted Subsidiary, except Petro Holdings, if immediately after giving effect to the making of any such Investment, (A) the aggregate amount of all such Investments made and outstanding pursuant to this subdivision (c) shall not at any time exceed $15,000,000 and (B) the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(i) as at the end of any fiscal quarter of Star Gas shall not exceed by more than $5,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gas, in the case of both clauses (A) and (B) of this subdivision (c)(i), disregarding any such investment which on the date of determination could be made pursuant to subdivision (b) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds; (d) Star Gas or any Restricted Subsidiary may make and own Investments (i) constituting trade credits or advances to any Person incurred in the ordinary course of business, (ii) arising out of loans and advances to employees for travel, entertainment and relocation expenses, in each case incurred in the ordinary course of business or (iii) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (e) Star Gas or any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas may create and become liable with respect to Commodity Hedging Agreements.

Investments, Guaranties, etc. Neither Obligor willIt will not, nor and will either Obligor not permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, Person or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas or it and any Restricted Subsidiary may make and own Investments in: (1i) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the government of the United States, in each case maturing within one year from the date of acquisition thereof,; (2ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from and rated at least A-2 (or comparably if the date of acquisition thereof and having as rating system is changed) by S&P or at any date of determination least P-2 (or comparably if the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc.,system is changed) by Moodx'x; (3iii) marketable Dollar denominated obligations of Canada or Dollar denominated obligations of any agency or instrumentality, the timely payment of principal and interest of which is fully guaranteed by the government of Canada, and which are rated at least AA- (or comparably if the rating system is changed) by S&P or at least Aa3 (or comparably if the rating system is changed) by Moodx'x; (iv) marketable Dollar denominated obligations of any sovereign (other than Canada or the United States of America, which are treated hereinabove) or Dollar denominated obligations of any agency or instrumentality of any sovereign, the timely payment of principal and interest of which is fully guaranteed by such sovereign, and which are rated at least AA- (or comparably if the rating system is changed) by S&P or at least Aa3 (or comparably if the rating system is changed) by Moodx'x; (v) Dollar denominated commercial paper maturing no more than 270 days from rated at least A-2 (or comparably if the date of creation thereof and having as rating system is changed) by S&P or at any date of determination one of least P-2 (or comparably if the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc.,rating system is changed) by Moodx'x; (4vi) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group S&P or Prime-2 P-2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or Moodx'x xx (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group S&P or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. Moodx'x (xxch banks "Permitted Banks"),; (5vii) Eurodollar time deposits purchased directly from any Permitted Bank; (viii) bankers' acceptances eligible for rediscount under requirements of The the Board of Governors of the Federal Reserve System and accepted by Permitted Banks, ; and (6ix) obligations of the type described in clause (1i), (2ii), (3iii), (iv), (v), (vi), (vii) or (4viii) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas the Operating Partnership or a Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question; (b) Star Gas and it or any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person incorporated or otherwise formed pursuant to the laws of the United States or any state thereof which simultaneously therewith becomes a Restricted Subsidiary, is engaged in the United States in substantially the same business as its business; (c) it may become and any Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas and may create or become remain liable with respect to any Guaranty in respect of the Obligors' obligations Guaranties constituting Indebtedness permitted under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notes; (i) Star Gas or any Restricted Subsidiary may make and own Investments in the capital stock of, or joint venture, partnership or other equity interests in, or may make contributions to capital in the ordinary course of business in any Unrestricted Subsidiary, except Petro Holdings, if immediately after giving effect to the making of any such Investment, (A) the aggregate amount of all such Investments made and outstanding pursuant to this subdivision (c) shall not at any time exceed $15,000,000 and (B) the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(i) as at the end of any fiscal quarter of Star Gas shall not exceed by more than $5,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gas, in the case of both clauses (A) and (B) of this subdivision (c)(i), disregarding any such investment which on the date of determination could be made pursuant to subdivision (b) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds8.01; (d) Star Gas it or any Restricted Subsidiary may make and own Investments (i) constituting trade credits or advances to any Person incurred in the ordinary course of business, (ii) arising out of loans and advances to employees for travel, entertainment and relocation expenses, in each case incurred in the ordinary course of business or business, (iiiii) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency insolvency, or reorganization of a debtor, or (iii) arising out of the performance of any Guaranty made pursuant to Section 8.03(c); (e) Star Gas or any Restricted Subsidiary it may create or become liable with respect to any Guaranty constituting an obligation, warranty warranty, or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas it may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas it may create and become liable with respect to Commodity Hedging Agreementsany Agreement described in Section 8.01(k).

Investments, Guaranties, etc. Neither Obligor willThe Company will not, nor and will either Obligor not permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas the Company or any Restricted Subsidiary may make and own Investments in: (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, States of America in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 A-1 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Prime-2 Prime-1 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. ("Permitted Banks"), or by any bank party to the Bank Credit Facilities the long-term debt obligations of which are rated either A or better (or comparably if the rating system is changed) by Standard and Poor's Rating Group or A or better (or comparably if the rating system is changed) by Xxxxx'x Investor Service, Inc., (5) Eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank, (6) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (67) obligations of the type described in clause (1), (2), (3) or (4) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas the Company or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in questionBank; (b) Star Gas the Company and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person which simultaneously therewith as a result of such Investment becomes a Restricted Subsidiary, and any Qualifying Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas the Company and may create or become liable with respect to any Guaranty the Subsidiary Guarantee Agreement in respect of the Obligors' Company's obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notesor under Parity Debt; (ic) Star Gas the Company or any Restricted Subsidiary may make and own Investments (other than those included in subdivision (b) above) in the capital stock of, or joint venture, partnership or other equity interests in, or may make the contributions to capital in the ordinary course of business in of, any Unrestricted Subsidiary, except Petro Holdings, Subsidiary if immediately after giving effect to the making of any such Investment, (A) the aggregate amount of all such Investments made and outstanding pursuant to this subdivision (c) shall not at any time exceed $15,000,000 20% of the Consolidated Net Worth of the Company and (B) the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(ic) as at the end of any fiscal quarter of Star Gas the Company shall not exceed by more than $5,000,000 15,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gasthe Company, and in the case of both clauses (A) and (B) of this subdivision (c)(ic), disregarding any such investment which on (i) the date amounts specified therein may be increased by an amount equal to the net cash proceeds received by the Company from the Managing General Partner or from the Public Partnership as a capital contribution or as consideration for the issuance by the Company of determination could be made pursuant to subdivision additional partnership interests for the sole purpose of making an Investment in an Unrestricted Subsidiary, and (bii) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, Subsidiaries for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds; (d) Star Gas the Company or any Restricted Subsidiary may make and own Investments (ix) constituting trade credits or advances to any Person incurred in the ordinary course of business, (iiy) arising out of loans and advances to officers, directors and employees for travel, entertainment and relocation expenses, in each case incurred in the ordinary course of business or (iiiz) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (e) Star Gas the Company or any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas the Company or any Restricted Subsidiary may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas the Company may create and become liable with respect to Commodity Hedging Agreements.

Investments, Guaranties, etc. Neither Obligor willThe Company will not, nor and will either Obligor not permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas the Company or any Restricted Subsidiary may make and own Investments in: (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, States of America in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 A-1 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Prime-2 Prime-1 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. ("Permitted Banks"), or by any bank party to the Bank Credit Facilities the long-term debt obligations of which are rated either A or better (or comparably if the rating system is changed) by Standard and Poor's Rating Group or A or better (or comparably if the rating system is changed) by Xxxxx'x Investor Service, Inc., (5) Eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank, (6) bankers' acceptances eligible for rediscount under requirements of The the Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (67) obligations of the type described in clause (1), (2), (3) or (4) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas the Company or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in questionBank; (b) Star Gas the Company and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person which simultaneously therewith as a result of such Investment becomes a Restricted Subsidiary, and any Qualifying Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas the Company and may create or become liable with respect to any Guaranty the Subsidiary Guarantee Agreement in respect of the Obligors' Company's obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notesor under Parity Debt; (ic) Star Gas the Company or any Restricted Subsidiary may make and own Investments (other than those included in subdivision (b) above) in the capital stock of, or joint venture, partnership or other equity interests in, or may make the contributions to capital in the ordinary course of business in of, any Unrestricted Subsidiary, except Petro Holdings, Subsidiary if immediately after giving effect to the making of any such Investment, (A) the aggregate amount of all such Investments made and outstanding pursuant to this subdivision (c) shall not at any time exceed $15,000,000 20% of the Consolidated Net Worth of the Company and (B) the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(ic) as at the end of any fiscal quarter of Star Gas the Company shall not exceed by more than $5,000,000 15,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gasthe Company, and in the case of both clauses (A) and (B) of this subdivision (c)(ic), disregarding any such investment which on (i) the date amounts specified therein may be increased by an amount equal to the net cash proceeds received by the Company from the Managing General Partner or from the Public Partnership as a capital contribution or as consideration for the issuance by the Company of determination could be made pursuant to subdivision additional partnership interests for the sole purpose of making an Investment in an Unrestricted Subsidiary, and (bii) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, Subsidiaries for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds; (d) Star Gas the Company or any Restricted Subsidiary may make and own Investments (ix) constituting trade credits or advances to any Person incurred in the ordinary course of business, (iiy) arising out of loans and advances to officers, directors and employees for travel, entertainment and relocation expenses, in each case incurred in the ordinary course of business or (iiiz) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (e) Star Gas the Company or any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas the Company or any Restricted Subsidiary may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas the Company or any Restricted Subsidiary may create and become liable with respect to Commodity Hedging Agreements.

Investments, Guaranties, etc. Neither Obligor willThe Company will not, nor and will either Obligor not permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any PersonPerson (including an Investment in a Subsidiary of the Company), or (ii) create or become liable with respect to any GuarantyGuaranty of any Indebtedness of a Control Affiliate, or (iii) create or become liable with respect to any Guaranty (provided, however, that nothing contained in this SECTION 10.3, except clause (ii) above, is intended to limit the making of any Guaranty which would be permitted as Indebtedness under SECTION 10.1), except: (a) Star Gas the Company or any Restricted Subsidiary may make and own Investments in:in (collectively, "Cash Equivalents") (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United StatesStates of America, in each case maturing within one year or less from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any such date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Rating Group or Xxxxx'x Investors Moodx'x Xxxestors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any the date of determination acquisition thereof one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Rating Group or Xxxxx'x Moodx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-short term unsecured debt obligations of which are as at such date rated either A-2 A2 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Rating Group or Prime-2 Prime2 or better (or comparably if the rating system is changed) by Xxxxx'x Moodx'x Investors Service, Inc. or (B) the long-term longterm debt obligations of which are as at such date rated either AA- A or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Rating Group or Aa3 A2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. ("Permitted Banks"), (5) Eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank, (6) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (67) obligations of the type described in clause (1), (2), (3), (4) or (45) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas the Company or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question; (b) Star Gas and the Company or any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, acquire Capital Stock or other equity interests inownership interests, whether in a single transaction or a series of related transactions, of a Person (i) located in the United States of America or Canada, (ii) incorporated or otherwise formed pursuant to the laws of the United States of America or Canada or any state or province thereof or the District of Columbia and (iii) engaged in substantially the same business as the Company such that, upon the completion of such transaction or series of transactions, such Person which simultaneously therewith becomes a Restricted Subsidiary, and any Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas and may create or become liable with respect to any Guaranty in respect of the Obligors' obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notes; (ic) Star Gas subject to the provisions of subdivision (h) below, the Company or any Restricted Subsidiary may make and own Investments (in addition to Investments permitted by subdivisions (a), (b), (d), (e), (f) and (g) of this SECTION 10.3) in any Person incorporated or otherwise formed pursuant to the laws of the United States of America or Canada or any state or province thereof or the District of Columbia which is engaged in the capital stock ofUnited States of America or Canada in substantially the same business as the Company; provided, or joint venturehowever, partnership or other equity interests in, or may make contributions to capital in the ordinary course of business in any Unrestricted Subsidiary, except Petro Holdings, if immediately after giving effect to the making of any such Investment, that (Ai) the aggregate amount of all such Investments made by the Company and its Restricted Subsidiaries at the time of the Closing and outstanding pursuant to this subdivision (c) and subdivision (h) below shall not at any time date of determination exceed 10% of Total Assets (the "Investment Limit"), provided that, in addition to Investments that would be permitted under the Investment Limit, during any fiscal year the Company and its Restricted Subsidiaries may invest up to $15,000,000 and 25,000,000 (Bthe "Annual Limit") the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(i) as at the end of any fiscal quarter of Star Gas shall not exceed by more than $5,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gas, in the case of both clauses (A) and (B) provisions of this subdivision (c)(ic), disregarding but the unused amount of the Annual Limit shall not be carried over to any such investment which on the date of determination could be made pursuant to subdivision (b) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiariesfuture years, excluding Petro Holdings, for such period; and (ii) Star/Petro may make such Investments shall become part of the General Collateral and own shall be subjected to the Lien of the Security Documents and (iii) such Investments shall not be made in Petro Holdings, but only with Capital Stock or Indebtedness of the Public Partnership or any of its Subsidiaries (other than the Company and the Restricted ProceedsSubsidiaries); (d) Star Gas the Company or any Restricted Subsidiary may make and own Investments (i) constituting trade credits or arising out of loans and advances to any Person employees incurred in the ordinary course of business, (ii) arising out of loans and extensions of trade credit or advances to employees for travel, entertainment and relocation expenses, in each case incurred third parties in the ordinary course of business or business, and (iii) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor;of (e) Star Gas or the Company and any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas the Company may create and become liable with respect to any Interest Rate Agreements; (g) any Restricted Subsidiary may make Investments in the Company; and (gh) Star Gas the Company or any Restricted Subsidiary may create make or own Investments in Unrestricted Subsidiaries, provided that the Net Amount of Unrestricted Investment shall not at any time exceed $5,000,000 (and become liable with respect subject to Commodity Hedging Agreementsthe limitations specified in subdivision (c) above).

Investments, Guaranties, etc. Neither Obligor will, nor will either Obligor permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas or any Restricted Subsidiary may make and own Investments in: (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Prime-2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. ("Permitted Banks"), (5) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (6) obligations of the type described in clause (1), (2), (3) or (4) above purchased from a securities dealer designated as a "primary dealerprimary" dealer by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas or a Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question; (b) Star Gas and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person which simultaneously therewith becomes a Restricted Subsidiary, and any Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas and may create or become liable with respect to any Guaranty Guarantee in respect of the Obligors' obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notes; (i) Star Gas or any Restricted Subsidiary may make and own Investments in the capital stock of, or joint venture, partnership or other equity interests in, or may make contributions to capital in the ordinary course of business in any Unrestricted Subsidiary, except Petro Holdings, if immediately after giving effect to the making of any such Investment, (A) the aggregate amount of all such Investments made and outstanding pursuant to this subdivision (c) shall not at any time exceed $15,000,000 and (B) the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(i) as at the end of any fiscal quarter of Star Gas shall not exceed by more than $5,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gas, in the case of both clauses (A) and (B) of this subdivision (c)(i), disregarding any such investment which on the date of determination could be made pursuant to subdivision (b) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds; (d) Star Gas or any Restricted Subsidiary may make and own Investments (i) constituting trade credits or advances to any Person incurred in the ordinary course of business, (ii) arising out of loans and advances to employees for travel, entertainment and relocation expenses, in each case incurred in the ordinary course of business or (iii) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (e) Star Gas or any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas may create and become liable with respect to Commodity Hedging Agreements.

Investments, Guaranties, etc. Neither Obligor willThe Company will not, nor and will either Obligor not permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any PersonPerson (including an Investment in a Subsidiary of the Company), or (ii) create or become liable with respect to any GuarantyGuaranty of any Indebtedness of a Control Affiliate, or (iii) create or become liable with respect to any Guaranty (provided, however, that nothing contained in this SECTION 10.3, except clause (ii) above, is intended to limit the making of any Guaranty which would be permitted as Indebtedness under SECTION 10.1), except: (a) Star Gas the Company or any Restricted Subsidiary may make and own Investments in:in (collectively, "Cash Equivalents") (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United StatesStates of America, in each case maturing within one year or less from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any such date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Rating Group or Xxxxx'x Moodx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any the date of determination acquisition thereof one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Rating Group or Xxxxx'x Investors Moodx'x Xxxestors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-short term unsecured debt obligations of which are as at such date rated either A-2 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Rating Group or Prime-2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. or (B) the long-term debt obligations of which are as at such date rated either AA- A or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Rating Group or Aa3 A2 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Moodx'x Xxxestors Service, Inc. ("Permitted Banks"), (5) Eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank, (6) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (67) obligations of the type described in clause (1), (2), (3), (4) or (45) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas the Company or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in question; (b) Star Gas and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person which simultaneously therewith becomes a Restricted Subsidiary, and any Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas and may create or become liable with respect to any Guaranty in respect of the Obligors' obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notes; (i) Star Gas Company or any Restricted Subsidiary may make and own Investments acquire Capital Stock or other ownership interests, whether in a single transaction or a series of related transactions, of a Person (i) located in the capital stock ofUnited States of America or Canada, (ii) incorporated or joint venture, partnership or other equity interests in, or may make contributions to capital in the ordinary course of business in any Unrestricted Subsidiary, except Petro Holdings, if immediately after giving effect otherwise formed pursuant to the making laws of the United States of America or Canada or any state or province thereof or the District of Columbia and (iii) engaged in substantially the same business as the Company such Investmentthat, (A) upon the aggregate amount completion of all such Investments made and outstanding pursuant to this subdivision transaction or series of transactions, such Person becomes a Restricted Subsidiary; (c) shall not at any time exceed $15,000,000 and (B) subject to the aggregate amount provisions of all Investments made and outstanding pursuant to this subdivision (c)(ih) as at below, the end of any fiscal quarter of Star Gas shall not exceed by more than $5,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gas, in the case of both clauses (A) and (B) of this subdivision (c)(i), disregarding any such investment which on the date of determination could be made pursuant to subdivision (b) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds; (d) Star Gas Company or any Restricted Subsidiary may make and own Investments (i) constituting trade credits or advances in addition to any Person incurred in the ordinary course of businessInvestments permitted by subdivisions (a), (ii) arising out of loans and advances to employees for travelb), entertainment and relocation expenses(d), in each case incurred in the ordinary course of business or (iii) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (e) Star Gas or any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation), warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas may create and become liable with respect to Commodity Hedging Agreementsof this SECTION 10.

Investments, Guaranties, etc. Neither Obligor willThe Company will not, nor and will either Obligor not permit any Restricted Subsidiary to, directly or indirectly (i) make or own any Investment in any Person, or (ii) create or become liable with respect to any Guaranty, except: (a) Star Gas the Company or any Restricted Subsidiary may make and own Investments in: (1) marketable obligations issued or unconditionally guaranteed by the United States of America, or issued by any agency thereof and backed by the full faith and credit of the United States, States of America in each case maturing within one year from the date of acquisition thereof, (2) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and having as at any date of determination the highest generic rating obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (3) commercial paper maturing no more than 270 days from the date of creation thereof and having as at any date of determination one of the two highest generic ratings obtainable from either Standard & Poor's Ratings Group or Xxxxx'x Investors Service, Inc., (4) certificates of deposit maturing one year or less from the date of acquisition thereof issued by commercial banks incorporated under the laws of the United States of America or any state thereof or the District of Columbia or Canada, (A) the commercial paper or other short-term unsecured debt obligations of which are rated either A-2 A-1 or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Prime-2 Prime-1 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. or (B) the long-term debt obligations of which are rated either AA- or better (or comparably if the rating system is changed) by Standard & Poor's Ratings Group or Aa3 or better (or comparably if the rating system is changed) by Xxxxx'x Investors Service, Inc. ("Permitted Banks"), or by any bank party to the Bank Credit Facilities, (5) Eurodollar time deposits having a maturity of less than 270 days from the date of acquisition thereof purchased directly from any Permitted Bank, (6) bankers' acceptances eligible for rediscount under requirements of The Board of Governors of the Federal Reserve System and accepted by Permitted Banks, and (67) obligations of the type described in clause (1), (2), (3) or (4) above purchased from a securities dealer designated as a "primary dealer" by the Federal Reserve Bank of New York or from a Permitted Bank as counterparty to a written repurchase agreement obligating such counterparty to repurchase such obligations not later than 14 days after the purchase thereof and which provides that the obligations which are the subject thereof are held for the benefit of Star Gas the Company or a Restricted Subsidiary by a custodian which is a Permitted Bank and which is not a counterparty to the repurchase agreement in questionBank; (b) Star Gas the Company and any Restricted Subsidiary may make and own Investments in any Restricted Subsidiary or Investments in capital stock of, or other equity interests in, any Person which simultaneously therewith as a result of such Investment becomes a Restricted Subsidiary, and any Qualified Restricted Subsidiary may make and permit to be outstanding Investments in Star Gas the Company and may create or become liable with respect to any Guaranty the Subsidiary Guarantee Agreement in respect of the Obligors' Company's obligations under the Notes, the 2000 Notes, the 1998 Notes and the 1995 Notesor under Parity Debt; (ic) Star Gas the Company or any Restricted Subsidiary may make and own Investments (other than those included in subdivision (b) above) in the capital stock of, or joint venture, partnership or other equity interests in, or may make the contributions to capital in the ordinary course of business in of, any Unrestricted Subsidiary, except Petro Holdings, Subsidiary if immediately after giving effect to the making of any such Investment, (A) the aggregate amount of all such Investments made and outstanding pursuant to this subdivision (c) during the period from the date of this Agreement to and including the date of determination shall not at any time exceed $15,000,000 20% of the Consolidated Net Worth of the Company and (B) the aggregate amount of all Investments made and outstanding pursuant to this subdivision (c)(ic) as at the end of any fiscal quarter of Star Gas the Company shall not exceed by more than $5,000,000 15,000,000 the amount of such Investments outstanding as at the end of the corresponding fiscal quarter of the immediately preceding fiscal year of Star Gasthe Company, and in the case of both clauses (A) and (B) of this subdivision (c)(ic), disregarding any such investment which on (i) the date amounts specified therein may be increased by an amount equal to the net cash proceeds received by the Company from the Managing General Partner or from the Public Partnership as a capital contribution or as consideration for the issuance by the Company of determination could be made pursuant to subdivision additional partnership interests for the sole purpose of making an Investment in an Unrestricted Subsidiary, and (bii) of this Section 10.3 and net of cash distributions received from all Unrestricted Subsidiaries, excluding Petro Holdings, Subsidiaries for such period; and (ii) Star/Petro may make and own Investments in Petro Holdings, but only with the Public Partnership Restricted Proceeds; (d) Star Gas the Company or any Restricted Subsidiary may make and own Investments (ix) constituting trade credits or advances to any Person incurred in the ordinary course of business, (iiy) arising out of loans and advances to officers, directors and employees for travel, entertainment and relocation expenses, in each case incurred in the ordinary course of business or (iiiz) acquired by reason of the exercise of customary creditors' rights upon default or pursuant to the bankruptcy, insolvency or reorganization of a debtor; (e) Star Gas the Company or any Restricted Subsidiary may create or become liable with respect to any Guaranty constituting an obligation, warranty or indemnity, not guaranteeing Indebtedness of any Person, which is undertaken or made in the ordinary course of business; (f) Star Gas the Company or any Restricted Subsidiary may create and become liable with respect to any Interest Rate Agreements; and (g) Star Gas the Company may create and become liable with respect to Commodity Hedging Agreements.