EX-10.21



 Exhibit 10.21 

EXECUTION VERSION 
 FIRST
AMENDMENT 
 FIRST AMENDMENT, dated as of September 23, 2016 (this “Amendment”), to the THIRD AMENDED AND
RESTATED CREDIT AGREEMENT, dated as of July 30, 2015 (as may be further amended, 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 (as defined therein) party thereto, the lenders from time to time parties thereto (the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent (the
“Administrative Agent”), and the other parties named therein. 
 RECITALS 

WHEREAS, the Borrower, the Lenders, the Administrative Agent, and the other parties named therein are party to the Credit Agreement;

 WHEREAS, the Borrower has requested certain amendments to the Credit Agreement including, among other things, the addition of
certain provisions facilitating the establishment of a captive insurance subsidiary by a Subsidiary of Parent; and 
 WHEREAS, the
Required Lenders have agreed to such amendments on the terms and conditions set forth herein. 
 NOW, THEREFORE, in consideration of
the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows: 
 1. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the
Credit Agreement. 
 2. Amendment. Subject to the satisfaction of the conditions precedent set forth in
Section 3 below, on the Effective Date (as defined below), it is agreed that the Credit Agreement shall be amended as follows: 

(a) Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms in alphabetical order:

 (i) “CaptiveCo” means the collective reference to (i) Woodbury Insurance Co., Inc., a Connecticut
corporation, and (ii) each other Subsidiary of Parent or the Borrower which is a captive insurance company. 
 (ii)
“CaptiveCo Loans” has the meaning specified in Section 6.34. 
 (iii)
“Demand Note” means each promissory note issued by Parent, the Borrower or any of their respective Subsidiaries (other than CaptiveCo) in favor of CaptiveCo evidencing the cumulative amount of all CaptiveCo Loans to be made from
time to time under Section 6.34, pursuant to which CaptiveCo may request, upon demand, repayment of all amounts outstanding under such CaptiveCo Loans from time to time. 







 (b) Section 1.1 of the Credit Agreement is hereby amended by amending the
definition of “Guarantor” as follows: 
 “Guarantor” means the Parent, the Borrower, PHI and each of the
Parent’s other direct or indirect Domestic Subsidiaries (excluding CaptiveCo), including any Person who becomes a Loan Party pursuant to a Joinder Agreement and their successors and assigns.” 

(c) Section 5.9 of the Credit Agreement is hereby amended and restated in its entirety as follows: 

“Capitalization and Subsidiaries. Schedule 5.9 sets forth (a) a correct and complete list of the name of each and all of the
Parent’s Subsidiaries (excluding CaptiveCo), (b) the location of the chief executive office of each Loan Party and each of its Subsidiaries (excluding CaptiveCo) and each other location where any of them have maintained their chief executive
office in the past five years, (c) a true and complete listing of each class of each Loan Party’s authorized Capital Stock, of which all of such issued shares are validly issued, outstanding, fully paid and
non-assessable, and owned beneficially and of record by the Persons identified on Schedule 5.9, and (d) the type of entity of each Loan Party. With respect to each Loan Party, Schedule 5.9
also sets forth the employer or taxpayer identification number of each Loan Party and the organizational identification number issued by each Loan Party’s jurisdiction of organization or a statement that no such number has been issued. All of
the issued and outstanding Capital Stock owned by any Loan Party has been (to the extent such concepts are relevant with respect to such ownership interests) duly authorized and issued and is fully paid and
non-assessable.” 
 (d) Section 6.7 of the Credit Agreement is hereby
amended by adding “CaptiveCo or” after the reference to “maintain, with” contained therein. 
 (e)
Section 6.15(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(a)
Subject to applicable law, each Loan Party shall, unless the Required Lenders otherwise consent, (i) cause each Subsidiary of the Parent (excluding any Foreign Subsidiary and CaptiveCo) to become or remain a Loan Party and a Guarantor and
(ii) cause each Subsidiary of the Parent (excluding any Foreign Subsidiary and CaptiveCo) formed or acquired after the Effective Date in accordance with the terms of this Agreement to (1) become a party to this Agreement by executing the
Joinder Agreement set forth as Exhibit F hereto (the “Joinder Agreement”), and (2) guarantee payment and performance of the Guaranteed Obligations pursuant to the Guaranty.” 

(f) Section 6.17 of the Credit Agreement is hereby amended by deleting the word “and” at the end of clause
(l) and adding the following after clause (m) thereof: 

  
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 “and (n) unsecured Indebtedness of Parent, the Borrower and their
respective Subsidiaries evidenced by a Demand Note.” 
 (g) Section 6.20 of the Credit Agreement is hereby
amended by deleting the word “and” at the end of clause (i) and adding the following after clause (j) thereof: 

“and (k) the creation and capitalization of CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries
and Investments in CaptiveCo by Parent, the Borrower or any of their respective Subsidiaries including (i) the initial capitalization of CaptiveCo related to the establishment thereof as a captive insurance company and/or (ii) ongoing
capital contributions by Parent, the Borrower or such Subsidiary as may be required to satisfy applicable capital requirements with respect to CaptiveCo (which amounts described in this clause (ii) shall include the aggregate value of
applicable insurance claims projected by Parent, the Borrower and their advisors to be filed in a future period), in each case, to be made in accordance with customary practice in the insurance industry and applicable laws, rules and
regulations.” 
 (h) Section 6.21 of the Credit Agreement is hereby amended by deleting the word “and”
at the end of clause (a)(xi) and adding the following after clause (a)(xii) thereof: 
 “and (xiii) any beneficial
interest granted by CaptiveCo in, and any contribution of assets to, any trust account established for the benefit of a ceding insurance company pursuant to 11 NYCRR § 126.1 et seq. (Regulation 114 of the New York Insurance Department) or any
comparable law or regulation of the domiciliary jurisdiction of any insurance company ceding insurance business to CaptiveCo.” 

(i) Section 6.23 of the Credit Agreement is hereby amended by adding the following after the first sentence thereof:

 “provided that, solely for purposes of this Section 6.23, CaptiveCo shall be deemed
to not be an Affiliate.” 
 (j) Article VI of the Credit Agreement is hereby amended by adding the following
after Section 6.33 thereof: 
 “Section 6.34. CaptiveCo Loans and Claim
Reimbursement. Subject to the requirements and restrictions of applicable insurance laws, rules and regulations, Parent or a Subsidiary of Parent shall cause CaptiveCo to (i) distribute cash and/or make loans (such distributions and/or
loans, the “CaptiveCo Loans”) evidenced by a Demand Note from Parent or its Subsidiaries at times and in the maximum amounts as are customary and permitted under applicable laws, rules and regulations (which amount, for the
avoidance of doubt, shall be no greater than 50% 

  
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of all assets of CaptiveCo, (ii) reimburse Parent or its Subsidiaries for any payments made in respect of claims applicable to and covered by CaptiveCo within one month of any such payments
being made and (iii) engage solely in business activities that are customary for captive insurance companies in the insurance industry and permitted under applicable laws, rules and regulations with respect thereto. 

3. Conditions to Effectiveness of the Amendment. The Amendment shall become effective as of the date (the “Effective
Date”) when, and only when, each of the following conditions precedent shall have been satisfied: 
 (a) The
Administrative Agent shall have received an executed counterpart hereof from the Loan Parties and the Required Lenders; 

(b) On the Effective Date, the representations and warranties set forth in Section 4 below shall be
true and correct in all material respects; and 
 (c) Since September 30, 2015, both immediately before and after giving
effect to this Amendment, there has not occurred any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. 

4. Representations and Warranties. The Borrower hereby represents and warrants, on and as of the Effective Date, that (i) the
representations and warranties contained in the Credit Agreement and the other Loan Documents are true and correct in all material respects on and as of the Effective Date, both immediately before and after giving effect to this Amendment (except to
the extent any such representation or warranty is expressly stated to have been made as of a specific date, in which case such representation or warranty shall be true and correct in all material respects as of such date), (ii) this Amendment has
been duly authorized, executed and delivered by the Loan Parties and constitutes the legal, valid and binding obligation of each Loan Party enforceable against it in accordance with its terms and (iii) no Default or Event of Default shall have
occurred and be continuing on the Effective Date, both immediately before and after giving effect to this Amendment. 
 5. Acknowledgement
and Confirmation of the Loan Parties. Each Loan Party hereby confirms and agrees that, after giving effect to this Amendment, the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect and
enforceable against such Loan Party in accordance with their respective terms and shall not be discharged, diminished, limited or otherwise affected in any respect, and represents and warrants to the Lenders that it has no knowledge of any
claims, counterclaims, offsets, or defenses to or with respect to its obligations under the Loan Documents, or if such Loan Party has any such claims, counterclaims, offsets, or defenses to the Loan Documents or any transaction related to the Loan
Documents, the same are hereby waived, relinquished, and released in consideration of the execution of this Amendment. This acknowledgement and confirmation by each Loan Party is made and delivered to induce the Administrative Agent and the Lenders
to enter into this Amendment, and each Loan Party acknowledges that the Administrative Agent and the Lenders would not enter into this Amendment in the absence of the acknowledgement and confirmation contained herein. This Amendment shall constitute
a Loan Document under the terms of the Credit Agreement. 

  
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 6. Amendment. This Amendment does not constitute an amendment of any other provision of
the Credit Agreement or the other Loan Documents, a waiver of any other provision of the Credit Agreement or the other Loan Documents, or any other right, power or remedy of the Lenders thereunder. This Amendment is limited as specified herein and
shall not constitute a modification, acceptance or waiver of any other provision of the Loan Documents. 
 7. Severability. In case
any provision of or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. 
 8. Headings. Headings and captions used in this Amendment are
included for convenience of reference only and shall not be given any substantive effect. 
 9. Governing Law; Submission To
Jurisdiction. This Amendment shall be construed in accordance with and governed by the laws of the State of New York. 
 10.
WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT. 
 11. Expenses. The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation of this Amendment (whether or not the transactions hereby contemplated shall be
consummated) including the reasonable fees and disbursements of counsel to the Administrative Agent. 
 12. Counterparts;
Integration. This Amendment may be executed and delivered via facsimile or electronic mail with the same force and effect as if an original were executed and may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures hereto were upon the same instrument. This Amendment constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter hereof. 
 [Remainder of Page Intentionally Left Blank;
Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized officers, all as of the day and year first above written. 
  

			
	PETROLEUM HEAT AND POWER CO., INC.
		
	By:	 	/s/ Richard F. Ambury


 
			
	Name:	 	Richard F. Ambury
	Title:	 	Chief Financial Officer


  

			
	
	 STAR GAS PARTNERS, L.P.

	
	BY: KESTREL HEAT, LLC, its General Partner
		
	By:	 	/s/ Richard F. Ambury


 
			
	Name:	 	Richard F. Ambury
	Title:	 	Chief Financial Officer


  

			
	
	 MEENAN OIL CO., L.P.

	
	BY: MEENAN OIL CO., INC., its General Partner
		
	By:	 	/s/ Richard F. Ambury


 
			
	Name:	 	Richard F. Ambury
	Title:	 	Chief Financial Officer


  

			
	
	 CFS LLC

	
	By: Richland Partners, LLC, its Sole Member
		
	By:	 	/s/ Richard F. Ambury
		 	Richard F. Ambury
		 	 Chief Financial Officer, Executive Vice

President, Treasurer and Secretary



 SIGNATURE PAGE TO 

FIRST AMENDMENT TO 
 CREDIT
AGREEMENT 







 
	
	A.P. WOODSON COMPANY
	C. HOFFBERGER COMPANY
	CHAMPION ENERGY CORPORATION
	COLUMBIA PETROLEUM TRANSPORTATION, LLC
	HOFFMAN FUEL COMPANY OF BRIDGEPORT
	HOFFMAN FUEL COMPANY OF DANBURY
	HOFFMAN FUEL COMPANY OF STAMFORD
	J.J. SKELTON OIL COMPANY
	LEWIS OIL COMPANY
	MAREX CORPORATION
	MEENAN HOLDINGS OF NEW YORK, INC.
	MEENAN OIL CO., INC.
	MINNWHALE LLC
	ORTEP OF PENNSYLVANIA, INC.
	PETRO HOLDINGS, INC.
	PETRO PLUMBING CORPORATION
	PETRO, INC.
	REGIONOIL PLUMBING, HEATING AND COOLING CO., INC.
	RICHLAND PARTNERS, LLC
	RYE FUEL COMPANY
	STAR ACQUISITIONS, INC.
	STAR GAS FINANCE COMPANY


 
					
		
	 By:
	 	 /s/ Richard F. Ambury

	 Name:
	 	 Richard F. Ambury

	 Title:
	 	 Chief Financial Officer



 SIGNATURE PAGE TO 

FIRST AMENDMENT TO 
 CREDIT
AGREEMENT 







 
					
	 JPMORGAN CHASE BANK, N.A., as

Administrative Agent and as a Lender

			
	 By:  
	 	 	 	 /s/ Donna DiForio

		 	 Name:
	 	 Donna DiForio

		 	 Title:
	 	 Authorized Officer



 SIGNATURE PAGE TO 

FIRST AMENDMENT TO 
 CREDIT
AGREEMENT 







 
					
	 Bank of America, N.A.,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Matthew T. O’Keefe

		 	 Name:
	 	 Matthew T. O’Keefe

		 	 Title:
	 	 Senior Vice President



 
					
	
	 Citizens Bank, N.A.,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Donald A. Wright

		 	 Name:
	 	 Donald A. Wright

		 	 Title:
	 	 Senior Vice President



 
					
	
	 Key Bank National Association,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Jonathan Roe

		 	 Name:
	 	 Jonathan Roe

		 	 Title:
	 	 Vice President



 
					
	
	 Regions Bank,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Hossein Nowi

		 	 Name:
	 	 Hossein Nowi

		 	 Title:
	 	 Vice President



 SIGNATURE PAGE TO 

FIRST AMENDMENT TO 
 CREDIT
AGREEMENT 







 
					
	 T.D. Bank, N.A.,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Vijay Prasad

		 	 Name:
	 	 Vijay Prasad

		 	 Title:
	 	 Senior Vice President



  

					
	
	 Wells Fargo Bank, National
Association,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Maria Quintanilla

		 	 Name:
	 	 Maria Quintanilla

		 	 Title:
	 	 Duly Authorized Signatory



 
					
	
	 BMO Harris N.A.,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Quinn Heiden

		 	 Name:
	 	 Quinn Heiden

		 	 Title:
	 	 Director



 
					
	
	 PNC Bank, N .A.,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Maggie Smith

		 	 Name:
	 	 Maggie Smith

		 	 Title:
	 	 Banking Officer



 SIGNATURE PAGE TO 

FIRST AMENDMENT TO 
 CREDIT
AGREEMENT 







 
					
	 Citibank, N.A.,

	 as a Lender
	 	
		
	 By:
	 	 /s/ William H. Moul, Jr.

		 	 Name:
	 	 William H. Moul, Jr.

		 	 Title:
	 	 Authorized Signatory



  

					
	
	 Webster Business Cedit Corp,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Julian Vigder

		 	 Name:
	 	 Julian Vigder

		 	 Title:
	 	 Vice President



 
					
	
	 Israel Discount Bank of New
York,

	 as a Lender
	 	
		
	 By:
	 	 /s/ Eric Serenkin

		 	 Name:
	 	 Eric Serenkin

		 	 Title:
	 	 Senior Vice President



 
					
		
	 By:
	 	 /s/ Dionne Rice

		 	 Name:
	 	 Dionne Rice

		 	 Title:
	 	 First Vice President



 SIGNATURE PAGE TO 

FIRST AMENDMENT TO 
 CREDIT
AGREEMENT