SECOND AMENDMENT

Exhibit 99.6

SECOND AMENDMENT

SECOND AMENDMENT, dated as of May 10, 2010 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of July 2, 2009 (the “Credit Agreement”), among Petroleum Heat and Power Co., Inc., a Minnesota corporation (the “Borrower”), the other Loan Parties, JPMorgan Chase Bank, N.A., a national banking association, as an LC Issuer and as the administrative agent (the “Administrative Agent”), Bank of America, N.A., as syndication agent and as an LC Issuer, RBS Citizens, N.A., as documentation agent, Société Générale and PNC Bank, National Association, as senior managing agents, and the lenders from time to time party thereto (the “Lenders”).

W I T N E S S E T H

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to make, and have made, certain loans and other extensions of credit to the Borrower;

WHEREAS, the Borrower has requested that the Credit Agreement be amended as set forth herein; and

WHEREAS, the Required Lenders are willing to agree to this Amendment on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement (as amended hereby).

SECTION 2. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended as of the Effective Date as follows:

(a) By inserting the following definitions in the appropriate alphabetical order:

“Champion Acquisition” means the Acquisition by Petro Holdings, Inc. of the Equity Interests (as defined in the Champion Acquisition Agreement) pursuant to the Champion Acquisition Agreement.

“Champion Acquisition Agreement” means the Equity Purchase Agreement dated as of May 10, 2010 by and among Petro Holdings, Inc., as buyer, and PJC Intercapital LLP, A. Sellichia Corporation and PJC Group of New England Co., as sellers, pursuant to which Petro Holdings, Inc. shall acquire the equity interests in Champion Energy Corporation held by such sellers.

(b) By deleting clause (f) of the definition of “Permitted Acquisition” in its entirety and inserting in lieu thereof the following new clause (f):

“(f) the purchase price of such Acquisition (other than with respect to the Champion Acquisition) does not exceed $25,000,000;”

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SECTION 3. Conditions to Effectiveness of Amendment. This Amendment shall become effective on the date on which the following conditions precedent have been satisfied or waived (the “Effective Date”):

(a) The Administrative Agent shall have received a counterpart of this Amendment, executed and delivered by a duly authorized officer of each of (i) the Loan Parties and (ii) the Required Lenders.

(b) The Champion Acquisition shall have been consummated in accordance with the terms of the Champion Acquisition Agreement, which agreement shall not have been amended or otherwise modified in a manner materially adverse to the Lenders unless the Required Lenders shall have given their consent thereto.

SECTION 4. Representations and Warranties. Each Loan Party hereby represents and warrants that (a) each of the representations and warranties contained in Article V of the Credit Agreement shall be, after giving effect to this Amendment, true and correct in all material respects as if made on and as of the Effective Date (unless such representations and warranties are stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects as of such earlier date); provided, that each reference to the Credit Agreement therein shall be deemed to be a reference to the Credit Agreement after giving effect to this Amendment and (b) after giving effect to this Amendment, no Default shall have occurred and be continuing.

SECTION 5. Effects on Credit Documents. (a) Except as specifically amended herein, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents.

SECTION 6. GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTIONS 16.2 AND 16.3 OF THE CREDIT AGREEMENT AS IF SUCH SECTIONS WERE SET FORTH IN FULL HEREIN.

SECTION 7. Amendments; Execution in Counterparts. (a) This Amendment shall not constitute an amendment of any other provision of the Credit Agreement not referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of the Loan Parties that would require a waiver or consent of the Required Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect.

(b) This Amendment may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Loan Parties, the Administrative Agent and the Required Lenders. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, including by means of facsimile or electronic transmission, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.

BORROWER:
PETROLEUM HEAT AND POWER CO., INC.
By:
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Financial Officer, Treasurer & Secretary
OTHER LOAN PARTIES:
STAR GAS FINANCE COMPANY
TG&E SERVICE COMPANY, INC.
STAR ACQUISITIONS, INC.
PETRO HOLDINGS, INC.
XXXXXX OIL CO., INC.
XXXXXX HOLDINGS OF NEW YORK, INC.
REGIONOIL PLUMBING, HEATING AND
COOLING CO., INC.
PETRO PLUMBING CORPORATION
MINNWHALE LLC
ORTEP OF PENNSYLVANIA, INC.
RICHLAND PARTNERS, LLC
COLUMBIA PETROLEUM TRANSPORTATION, LLC
PETRO, INC.
MAREX CORPORATION
X.X. XXXXXXX COMPANY
By:
Name:		Xxxxxxx X. Xxxxxx
Title:		Chief Financial Officer, Secretary and Treasurer
JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Lender
By:
Name:
Title: