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STAR GAS PARTNERS, L.P.,



STAR GAS FINANCE COMPANY,



AND



UNION BANK OF CALIFORNIA, N.A.,



AS TRUSTEE



101⁄4%
Senior Notes due 2013



FIRST SUPPLEMENTAL INDENTURE



Dated as of January 22, 2004



Supplementing that certain Indenture dated as of February 6, 2003





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FIRST SUPPLEMENTAL INDENTURE



FIRST SUPPLEMENTAL INDENTURE, dated as of January 22, 2004, between 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, supplementing that certain Indenture dated as of February 6, 2003 by and among the Issuers and the Trustee. All capitalized terms contained in this First Supplemental Indenture shall have the same meaning as set forth in the Indenture (as
defined below) except as set forth herein.



RECITALS OF THE
COMPANY



WHEREAS, the Issuers and the Trustee have
entered into the Indenture, providing for the issuance of debt securities;



WHEREAS, on February 6, 2003, the Issuers issued an aggregate principal amount of $200,000,000 of its 101⁄4% Senior Notes due 2013 (the Original Notes) under the Indenture;



WHEREAS,as of the date hereof, for its lawful
corporate purposes, the Issuers have created and authorized an additional aggregate principal amount of $35,000,000 101⁄4% Senior Notes due 2013 (the Additional Notes) to be authenticated and delivered pursuant to the
Indenture;



WHEREAS, pursuant to Section 9.1 of the
Indenture, the Issuers and the Trustee have elected to amend the Indenture without notice to or consent of any Securityholder in order to cure certain ambiguities, omissions, defects and inconsistencies under the Indenture; and



WHEREAS, the Original Notes have been and the Additional Notes are
being issued under the Indenture, and are subject to the terms contained therein and this First Supplemental Indenture.



NOW, THEREFORE, for and in consideration of the mutual entry into this First Supplemental Indenture by the parties hereto, and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged by each party hereto, the parties hereto agree for the equal and ratable benefit of all Securityholders as follows:



PREAMBLE



1. Amendment of PREAMBLE. The second paragraph of the preamble to the Indenture is hereby modified and amended
in its entirety to read in full as follows:



Each party
agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the Securityholders of (i) the Issuers 101⁄4% Senior Notes due 2013, issued on the date hereof (the Initial Securities), (ii)
if and when issued, an unlimited principal amount of additional 101⁄4% Senior Notes due 2013 in a non-registered offering or in a registered offering of the Issuers that may be offered from time to time subsequent to the Issue Date (the
Additional Securities or the



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Additional Notes) and (iii) if and when issued, the Issuers 101⁄4% Senior Notes due 2013 that
may be issued from time to time in exchange for Initial Securities or any Additional Securities in an offer registered under the Securities Act as provided in a Registration Rights Agreement (as hereinafter defined the Exchange
Securities, and together with the Initial Securities and the Additional Securities, the Securities or the Notes).



ARTICLE I



Definitions and Incorporation by Reference



2. Amendment of SECTION 1.1. SECTION 1.1 of the Indenture is hereby modified to add the following defined term:



Board Resolution means (i) in the case of the
Company, a resolution properly authorized and approved by the board of directors of the general partner of the Company; and (ii) in the case of the Co-Issuer, a resolution properly authorized and approved by the board of directors of the
Co-Issuer.



3. Amendment of SECTION 1.1.
SECTION 1.1 of the Indenture is hereby modified to delete the following defined term in its entirety and substituting in lieu thereof the following:



Registration Rights Agreement means (i) in the case of the Original Notes, that certain registration rights agreement dated as of
February 6, 2003 by and among the Company and the initial purchasers set forth therein; (ii) in the case of the Additional Notes, that certain registration rights agreement dated as of January 22, 2004 by and among the Company and the initial
purchaser set forth therein; and (iii) in the case of the issuance of any other Additional Securities, that certain registration rights agreement dated as of and entered into in connection with the issuance of such Additional Securities.



ARTICLE III



Covenants



4. Amendment of SECTION 3.4(a)(3). SECTION 3.4(a)(3) of the Indenture is hereby modified and amended in its
entirety to read in full as follows:



make any principal
payment on, or purchase, defease, repurchase, redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment, scheduled sinking fund payment or other Stated Maturity, any subordinated Indebtedness of the
Company, other than any such Indebtedness owed to the Company or a Restricted Subsidiary; or



5. Amendment of SECTION 3.8(b)(2). SECTION 3.8(b)(2) of the Indenture is hereby modified and amended in its entirety to read in full as
follows:



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transactions permitted by Section 3.4 hereof;



6. GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE



GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.



7. Counterparts. This First
Supplemental Indenture may be executed in multiple counterparts, each of which shall be an original and all of which, when taken together, shall constitute one and the same instrument.



8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the
construction of this First Supplemental Indenture.



[signature
page follows]





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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly
executed as of the day and year first above written.



STAR GAS PARTNERS, L.P.  By: STAR GAS LLC, its General PartnerBy:Name: Title:






STAR GAS FINANCE COMPANYBy:Name: Title:






UNION BANK OF CALIFORNIA, N.A. as
TrusteeBy:Name: Title:






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