0001193125-07-007246 Sample Contracts

APPROVED DEALER/CONTRACTOR AGREEMENT
Approved Dealer/Contractor Agreement • January 17th, 2007 • Star Gas Partners Lp • Retail-retail stores, nec • Pennsylvania

This Agreement (“Agreement”) is made this 11 day of July, 2006 by and between AFC FIRST FINANCIAL CORPORATION (hereinafter “AFC”), a Pennsylvania corporation, and PETRO HOLDINGS, INC. (hereinafter “Seller”), Clearwater House, 2187 Atlantic Street Stamford, CT 06902 organized under the laws of the State of Minnesota.

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May 17, 2006 Mr. Richard G. Oakley Dear Rich,
Employment Agreement • January 17th, 2007 • Star Gas Partners Lp • Retail-retail stores, nec

This letter confirms your new compensation package, effective May 22, 2006 as Vice President-Controller of Star Gas Partners, L.P. (“Star” or the “Company”).

FOURTH AMENDMENT AND WAIVER
Credit Agreement • January 17th, 2007 • Star Gas Partners Lp • Retail-retail stores, nec • New York

FOURTH AMENDMENT AND WAIVER, dated as of December 28, 2006 (this “Amendment”), to the Credit Agreement, dated as of December 17, 2004 (as amended by the First Amendment, dated as of November 2, 2005, the Second Amendment, dated as of February 3, 2006, the Third Amendment, dated as of October 30, 2006, 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.

THIRD AMENDMENT
Credit Agreement • January 17th, 2007 • Star Gas Partners Lp • Retail-retail stores, nec • New York

THIRD AMENDMENT, dated as of October 30, 2006 (this “Amendment”), to the Credit Agreement, dated as of December 17, 2004 (as amended by the First Amendment dated as of November 2, 2005, the Second Amendment dated as of February 3, 2006, 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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