SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PARTNERS, L.P.Star Gas Partners Lp • December 5th, 2005 • Retail-retail stores, nec • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PARTNERS, L.P. (“Second Amended and Restated Agreement”) dated as of , 2006 (“Effective Date”), is entered into by and among STAR GAS LLC, a Delaware limited liability company (the “Withdrawing General Partner”), KESTREL HEAT LLC, a Delaware limited liability company ( sometimes referred to herein as, the “Successor General Partner” or 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:
STAR GAS PARTNERS, L.P., STAR GAS FINANCE COMPANY, AND UNION BANK OF CALIFORNIA, N.A. AS TRUSTEE 10 1/4% Senior Notes due 2013Indenture • December 5th, 2005 • Star Gas Partners Lp • Retail-retail stores, nec • New York
INDENTURE dated as of [__], 2006, 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.
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 • December 5th, 2005 • Star Gas Partners Lp • 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.
FIRST AMENDMENT TO UNIT PURCHASE RIGHTS AGREEMENTUnit Purchase Rights Agreement • December 5th, 2005 • Star Gas Partners Lp • Retail-retail stores, nec • Delaware
This First Amendment to Unit Purchase Rights Agreement dated as of December 2nd, 2005 (the “Amendment”), is between Star Gas Partners, L.P., a Delaware limited partnership (the “Partnership”), and American Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).
STAR GAS PARTNERS, L.P., STAR GAS FINANCE COMPANY, AND UNION BANK OF CALIFORNIA, N.A. AS TRUSTEE 10 1/4% Senior Notes due 2013Indenture • December 5th, 2005 • Star Gas Partners Lp • Retail-retail stores, nec • New York
AMENDED AND RESTATED INDENTURE dated as of November [ ], 2005, 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.
BACKSTOP AGREEMENTBackstop Agreement • December 5th, 2005 • Star Gas Partners Lp • Retail-retail stores, nec • New York
This BACKSTOP AGREEMENT (this “Agreement”), dated December 5, 2005, is 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 “Company”), and those certain holders of Star Gas Partners, L.P. 10.25% Senior Notes due 2013 (the “Senior Notes”), issued pursuant to an indenture dated February 6, 2003, by and among Star Gas Partners, L.P., Star Gas Finance Company and Union Bank of California, N.A. as Trustee (the “Indenture”), and identified on the signature pages hereof (each a “Backstopping Noteholder” and collectively, the “Backstopping Noteholders”).
