0001193125-06-151018 Sample Contracts

AMENDED AND RESTATED UNIT PURCHASE RIGHTS AGREEMENT DATED AS OF JULY 20, 2006
Unit Purchase Rights Agreement • July 21st, 2006 • Star Gas Partners Lp • Retail-retail stores, nec • Delaware
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INDEMNIFICATION AGREEMENT Parties
Indemnification Agreement • July 21st, 2006 • Star Gas Partners Lp • Retail-retail stores, nec • Delaware

This INDEMNIFICATION AGREEMENT (the “Agreement”) is made by KESTREL HEAT, LLC, a Delaware limited liability company (the “Company”), and (the “Indemnitee”), as of July 20, 2006.

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PARTNERS, L.P.
Star Gas Partners Lp • July 21st, 2006 • Retail-retail stores, nec • Delaware

This Amendment No. 1 to the Second Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P. (the “Partnership”), dated as of July 20, 2006 (this “Amendment”), is entered into among Kestrel Heat, LLC, as the general partner of the Partnership (“Kestrel Heat” or the “General Partner”), and the limited partners of the Partnership. Initially capitalized terms used herein and not otherwise defined herein are used as defined in the Partnership Agreement (as defined below).

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