0001193125-05-216416 Sample Contracts

FIRST AMENDMENT
First Amendment • November 4th, 2005 • Star Gas Partners Lp • Retail-retail stores, nec • New York

FIRST AMENDMENT, dated as of November 2, 2005 (this “Amendment”), to the Credit Agreement, dated as of December 17, 2004 (as amended by this 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 CITIZENS BANK OF MASSACHUSETTS and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents.

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