STAR GAS PARTNERS, L.P., STAR GAS FINANCE COMPANY AND UNION BANK, N.A. AS TRUSTEE 8.875% Senior Notes due 2017 INDENTURE Dated as of November 16, 2010Indenture • December 9th, 2010 • Star Gas Partners Lp • Retail-retail stores, nec • New York
INDENTURE dated as of November 16, 2010, 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, N.A., a national banking association (the “Trustee”) as Trustee.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS PARTNERS, L.P.Amendment No. 2 to Second Amended and Restated Agreement of Limited Partnership • December 9th, 2010 • Star Gas Partners Lp • Retail-retail stores, nec • Delaware
This Amendment No. 2 to the Second Amended and Restated Agreement of Limited Partnership of Star Gas Partners, L.P. (the “Partnership”), dated as of February 21, 2008 (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).
STAR GAS PARTNERS, L.P. STAR GAS FINANCE COMPANY Purchase AgreementPurchase Agreement • December 9th, 2010 • Star Gas Partners Lp • Retail-retail stores, nec • New York
Star Gas Partners, L.P., a Delaware limited partnership (the “Company”) and Star Gas Finance Company, a Delaware corporation (together with the Company, the “Issuers”), propose to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representative (the “Representative”), $125,000,000 principal amount of their 8.875% Senior Notes due 2017 (the “Securities”), for which the Issuers are joint and several obligors. The Securities will be issued pursuant to an Indenture to be dated as of November 16, 2010 (the “Indenture”) among the Issuers and Union Bank, N.A., as trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2010 • Star Gas Partners Lp • Retail-retail stores, nec • New York
This REGISTRATION RIGHTS AGREEMENT dated November 16, 2010 (this “Agreement”) is entered into by and among Star Gas Partners, L.P., a Delaware limited partnership (the “Company”), Star Gas Finance Company, a Delaware corporation (together with the Company, the “Issuers”), and J.P. Morgan Securities LLC (“J.P. Morgan”), as representative of the initial purchasers named on Schedule 1 hereto (collectively, the “Initial Purchasers”).
THIRD AMENDMENTCredit Agreement • December 9th, 2010 • Star Gas Partners Lp • Retail-retail stores, nec • New York
THIRD AMENDMENT, dated as of November 12, 2010 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of July 2, 2009, as amended by the First Amendment, dated as of January 21, 2010, and as further amended by the Second Amendment, dated as of May 10, 2010 (as further amended, amended and restated, 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, 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”).
