UNIT PURCHASE AGREEMENT dated as of December 5, 2005 among STAR GAS PARTNERS, L.P. and STAR GAS LLC and KESTREL ENERGY PARTNERS, LLC, KESTREL HEAT, LLC AND KM2, LLCUnit Purchase Agreement • April 28th, 2006 • Kestrel Energy Partners LLC • Retail-retail stores, nec • Delaware
This UNIT PURCHASE AGREEMENT (this “Agreement”), dated December 5, 2005, by and among Star Gas Partners, L.P., a Delaware limited partnership (the “Partnership”) and its general partner, Star Gas LLC, a Delaware limited liability company (the “Partnership GP” and, together with the Partnership and their Subsidiaries, collectively referred to as the “Partnership Entities”); and Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”), and its Subsidiaries Kestrel Heat LLC, a Delaware limited liability company (“Kestrel Heat”), and KM2, LLC., a Delaware limited liability company (“M2” and, together with Kestrel and Kestrel Heat, collectively referred to as the “Kestrel Entities”). Kestrel Heat and M2 are herein collectively referred to as “Buyers”. Each of the Partnership Entities is sometimes referred to herein individually as a Partnership Entity and each of the Kestrel Entities is sometimes referred to herein individually as a Kestrel Entity.
CONTRIBUTION AGREEMENTContribution Agreement • April 28th, 2006 • Kestrel Energy Partners LLC • Retail-retail stores, nec
THIS CONTRIBUTION AGREEMENT (the “Agreement”) is made and entered into as of April 26, 2006 (the “Effective Date”) by and among Paul A. Vermylen, Jr. and Robin C. Vermylen (collectively, “Vermylen”), Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”), and KM2, LLC, a Delaware limited liability company and wholly owned subsidiary of Kestrel (“M2”). Capitalized terms used but not defined herein shall have the meaning assigned to them in that certain Limited Liability Company Agreement of Kestrel dated as of July 14, 2005, as amended by Amendment No. 1 dated as of April 12, 2006 (the “LLC Agreement”).
