<PAGE>

                                                                   Exhibit 10.23
================================================================================

                            Star Gas Propane, L.P.

                               Star/Petro, Inc.


               $7,500,000 7.62% First Mortgage Notes, Series A,
                               Due April 1, 2008

                                      and

               $22,000,000 7.95% First Mortgage Notes, Series B,
                               Due April 1, 2011

                              ___________________

                                Note Agreement

                              ___________________



                          Dated as of March 15, 2001


================================================================================
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
   Section                                     Heading                                                                         Page
   <S>                  <C>                                                                                                    <C>
   Section 1.           Authorization of Notes..............................................................................     1

   Section 2.           Sale and Purchase of Notes..........................................................................     1

   Section 3.           Closing.............................................................................................     2

   Section 4.           Conditions to Closing...............................................................................     2

        Section 4.1.    Representations and Warranties......................................................................     2
        Section 4.2.    Performance; No Default.............................................................................     2
        Section 4.3.    Compliance Certificates.............................................................................     2
        Section 4.4.    Opinions of Counsel.................................................................................     3
        Section 4.5.    Legal Investment....................................................................................     3
        Section 4.6.    Trust Agreement.....................................................................................     3
        Section 4.7.    Security Documents..................................................................................     3
        Section 4.8.    Intentionally Omitted...............................................................................     4
        Section 4.9.    Operative Agreements................................................................................     4
        Section 4.10.   Other Conditions Satisfied..........................................................................     4
        Section 4.11.   Proceeding and Documents............................................................................     4
        Section 4.12.   Insurance Broker's Certificate......................................................................     4
        Section 4.13.   Payment of Closing Fees.............................................................................     4
        Section 4.14.   Private Placement Numbers...........................................................................     4

   Section 5.           Representations and Warranties, Etc. of the Obligors................................................     4

        Section 5.1.    Organization, Standing, Etc.........................................................................     5
        Section 5.2.    Partnership Interests...............................................................................     5
        Section 5.3.    Qualification.......................................................................................     5
        Section 5.4.    Business; Financial Statements......................................................................     6
        Section 5.5.    Changes, Etc........................................................................................     6
        Section 5.6.    Tax Returns and Payments............................................................................     6
        Section 5.7.    Indebtedness........................................................................................     7
        Section 5.8.    Transfer of Assets and Business.....................................................................     7
        Section 5.9.    Litigation, Etc.....................................................................................     8
        Section 5.10.   Compliance with Other Instruments, Etc..............................................................     8
        Section 5.11.   Governmental Consent................................................................................     8
        Section 5.12.   Offer of Notes......................................................................................     8
        Section 5.13.   Use of Proceeds.....................................................................................     8
        Section 5.14.   Federal Reserve Regulations.........................................................................     9
        Section 5.15.   Investment Company Act..............................................................................     9
</TABLE>

                                      -i-
<PAGE>

<TABLE>
   <S>                  <C>                                                                                                   <C>
        Section 5.16.   Public Utility Holding Company Act; Federal Power Act.............................................     9
        Section 5.17.   ERISA.............................................................................................     9
        Section 5.18.   Environmental Matters.............................................................................    10
        Section 5.19.   Foreign Assets Control Regulations, Etc...........................................................    11
        Section 5.20.   Disclosure........................................................................................    11
        Section 5.21.   Chief Executive Office............................................................................    12
        Section 5.22.   Parity Lenders....................................................................................    12
        Section 5.23.   Filing and Recordation............................................................................    12

   Section 6.           Purchaser's Representations; Source of Funds......................................................    12

        Section 6.1.    Purchase for Investment...........................................................................    12
        Section 6.2.    Source of Funds...................................................................................    12

   Section 7.           Accounting; Financial Statements and Other Information............................................    14

   Section 8.           Inspection........................................................................................    19

   Section 9.           Prepayment of Notes...............................................................................    20

        Section 9.1.    Required Prepayments of the Notes.................................................................    20
        Section 9.2.    Optional Prepayments of the Notes with Make Whole Amount..........................................    20
        Section 9.3.    Contingent Prepayments on Disposition of Property.................................................    20
        Section 9.4.    Prepayment on Taking or Destruction...............................................................    21
        Section 9.5.    Notice of Prepayments; Officers' Certificate......................................................    21
        Section 9.6.    Allocation of Partial Prepayments.................................................................    22
        Section 9.7.    Maturity; Surrender, Etc..........................................................................    22
        Section 9.8.    Acquisition of Notes..............................................................................    22

   Section 10.          Business and Financial Covenants of the Obligors..................................................    22

        Section 10.1.   Indebtedness......................................................................................    22
        Section 10.2.   Liens, Etc........................................................................................    26
        Section 10.3.   Investments, Guaranties, Etc......................................................................    28
        Section 10.4.   Restricted Payments...............................................................................    30
        Section 10.5.   Transactions with Affiliates......................................................................    31
        Section 10.6.   Subsidiary Stock and Indebtedness.................................................................    31
        Section 10.7.   Consolidation, Merger, Sale of Assets, Etc........................................................    32
        Section 10.8.   Partnership or Corporate Existence, Etc.; Business................................................    36
        Section 10.9.   Payment of Taxes and Claims.......................................................................    37
        Section 10.10.  Compliance with ERISA.............................................................................    37
        Section 10.11.  Maintenance of Properties; Insurance..............................................................    38
        Section 10.12.  Operative Agreements; Security Documents..........................................................    38
        Section 10.13.  Chief Executive Office............................................................................    39
        Section 10.14.  Recordation.......................................................................................    39
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
   <S>                   <C>                                                                                                 <C>
        Section 10.15.   Information Required by Rule 144A...............................................................    39
        Section 10.16.   Covenant to Secure Notes Equally................................................................    39
        Section 10.17.   Compliance with Laws............................................................................    39
        Section 10.18.   Further Assurances..............................................................................    40
        Section 10.19.   Subsidiaries....................................................................................    40
        Section 10.20.   Rating..........................................................................................    42
        Section 10.21.   Accounting Changes..............................................................................    42
        Section 10.22.   Certain Real Property...........................................................................    42
        Section 10.23.   Sale and Lease-Back Transactions................................................................    43
        Section 10.24.   Acquisitions....................................................................................    43
        Section 10.25.   Impairment of Security Interests................................................................    43
        Section 10.26.   Limitation on Restrictions on Subsidiary Dividends, Etc.........................................    43
        Section 10.27.   No Other Negative Pledges.......................................................................    44
        Section 10.28.   Sales of Receivables............................................................................    44
        Section 10.29.   Fixed Price Supply Contracts; Certain Policies..................................................    44
        Section 10.30.   Certain Operations..............................................................................    44
        Section 10.31.   Independent Organizational Existence............................................................    45
        Section 10.32.   Damage, Destruction, Taking, Etc................................................................    46

   Section 11.           Events of Default; Acceleration.................................................................    46

   Section 12.           Remedies on Default; Recourse, Etc..............................................................    50

   Section 13.           Definitions.....................................................................................    51
   Section 14.           Registration, Transfer and Substitution of Notes................................................    69

        Section 14.1.    Note Register; Ownership of Notes...............................................................    69
        Section 14.2.    Transfer and Exchange of Notes..................................................................    70
        Section 14.3.    Replacement of Notes............................................................................    70
        Section 14.4.    Notes Held by Obligors Etc., Deemed Not Outstanding.............................................    70

   Section 15.           Payments on Notes...............................................................................    71

        Section 15.1.    Place of Payment................................................................................    71
        Section 15.2.    Home Office Payment.............................................................................    71

   Section 16.           Expenses, Indemnification, Etc..................................................................    71

   Section 17.           Survival of Representations and Warranties......................................................    74

   Section 18.           Amendments and Waivers..........................................................................    74

   Section 19.           Notices, Etc....................................................................................    74
</TABLE>

                                     -iii-
<PAGE>

<TABLE>
   <S>                   <C>                                                                                                 <C>
   Section 20.           Reproduction of Documents.......................................................................    75

   Section 21.           Adjustment of Interest Rate.....................................................................    75

   Section 22.           Miscellaneous...................................................................................    76

   Section 23.           Submission to Jurisdiction......................................................................    76

   Section 24.           Waiver of Jury Trial............................................................................    77

   Section 25.           Governing Law...................................................................................    77
</TABLE>

                                     -iv-
<PAGE>

Attachments to Note Agreement


Schedule A        --   Schedule of Purchasers

Schedule 5.2      --   Partnership Interests, Subsidiaries and Investments

Schedule 5.4(b)   --   Financial Statements

Schedule 5.7      --   Indebtedness

Schedule 5.18     --   Environmental Matters

Schedule 10.2     --   Liens

Schedule 10.31    --   Organizational Matters

Schedule 13       --   Restricted Subsidiaries

Exhibit A1        --   Form of Series A Note

Exhibit A2        --   Form of Series B Note

Exhibit B1        --   Form of Opinion of Counsel to the Obligors

Exhibit B2        --   Form of Opinion of Chapman and Cutler

Exhibit C         --   Form of Intercompany Note

                                      -v-
<PAGE>

                             Star Gas Propane, L.P.
                                Star/Petro, Inc.
                              2187 Atlantic Street
                              Stamford, CT 06902

      $7,500,000 7.62% First Mortgage Notes, Series A, due April 1, 2008
                                      and
      $22,000,000 7.95% First Mortgage Notes, Series B, due April 1, 2011

                                                      Dated as of March 15, 2001


To Each of the Purchasers Listed
 in the Attached Schedule A

Ladies and Gentlemen:

     Star Gas Propane, L.P., a Delaware limited partnership ("Star Gas"), and
Star/Petro, Inc., a Minnesota corporation ("Star/Petro"; Star Gas together with
Star/Petro are each hereinafter referred to as an "Obligor" and collectively as
the "Obligors"), hereby jointly and severally agree with the purchasers named on
Schedule A to this Agreement (the "Purchasers") as follows:

Section 1. Authorization of Notes.

     The Obligors will authorize the issue and sale of (a) $7,500,000 aggregate
principal amount of their 7.62% First Mortgage Notes, Series A, due April 1,
2008 (the "Series A Notes") and (b) $22,000,000 aggregate principal amount of
their 7.95% First Mortgage Notes, Series B, due April 1, 2011 (the "Series B
Notes"; said Series B Notes together with the Series A Notes are hereinafter
referred to collectively as the "Notes," such term to include any Notes issued
in substitution therefor or replacement thereof pursuant to Section 14). The
Series A Notes and the Series B Notes shall be substantially in the forms of
Exhibits A1 and A2, respectively, with such changes therefrom, if any, as may be
approved by the Purchasers and the Obligors. Certain capitalized terms used in
this Agreement are defined in Section 13; references to a "Section" or a
"Schedule" or an "Exhibit" are, unless otherwise specified, to a Section of this
Agreement or to a Schedule or an Exhibit attached to this Agreement.

Section 2. Sale and Purchase of Notes.

     Subject to the terms and conditions of this Agreement, the Obligors will
issue and sell to the Purchasers and the Purchasers will purchase from the
Obligors, at the Closing provided for in Section 3, Notes in the principal
amount and of the series specified opposite such Purchaser's name for purchase
by such Purchaser at the Closing in Schedule A, at the purchase price of 100% of
the principal amount thereof.
<PAGE>

Section 3.  Closing.

     The sale of the Notes to the Purchasers shall take place at the offices of
Phillips Nizer Benjamin Krim & Ballon LLP, 666 Fifth Avenue, New York, New York
10103-0084, at 10:00 a.m., New York, New York time, at a closing (the "Closing")
on March 29, 2001, or such later date as may be agreed upon by the Obligors and
the Purchasers. At the Closing, the Obligors will deliver to each Purchaser
Notes of the series to be purchased by such Purchaser in the principal amount to
be purchased by such Purchaser, in the form of a single Note of such series (or
such greater number of Notes of such series as such Purchaser may request), each
dated the date of the Closing and registered in such Purchaser's name (or in the
name of such Purchaser's nominee as indicated in Schedule A), against payment of
the purchase price therefor by transfer of immediately available funds to the
Obligors, or as otherwise directed by the Obligors in writing, on the date of
the Closing. If at the Closing the Obligors shall fail to tender such Notes to
any such Purchaser as provided above in this Section 3 or if any of the
conditions specified in Section 4 shall not have been fulfilled to any such
Purchaser's satisfaction, such Purchaser shall, at its election, be relieved of
all further obligations under this Agreement, without thereby waving any other
rights such Purchaser may have by reason of such failure or such nonfulfillment.

Section 4.  Conditions to Closing.

     Each Purchaser's obligation to purchase and pay for the Notes to be sold to
it at the Closing is subject to the fulfillment to such Purchaser's
satisfaction, prior to or at the Closing, of the following conditions:

     Section 4.1. Representations and Warranties. The representations and
warranties of each of the Obligors and its Affiliates contained in this
Agreement, the other Operative Agreements, and those otherwise made in writing
by or on behalf of either Obligor or any of its Affiliates in connection with
the transactions contemplated by this Agreement, shall be true and correct when
made and at the time of the Closing, except as affected by the consummation of
such transactions.

     Section 4.2. Performance; No Default. Each of the Obligors and its
Affiliates shall have performed and complied with all agreements and conditions
contained in this Agreement or any other Operative Agreement required to be
performed or complied with by it prior to or at the Closing, and at the time of
the Closing no Event of Default or Potential Event of Default under this
Agreement or default by any party under any other Operative Agreement shall have
occurred and be continuing.

     Section 4.3. Compliance Certificates. Each of the Obligors shall have
delivered to such Purchaser an Officers' Certificate, dated the date of the
Closing and satisfactory in substance and form to such Purchaser, certifying
that the conditions specified in Sections 4.1 and 4.2 have been fulfilled and
certifying that no material adverse change has occurred in the financial
condition of the Business subsequent to the date of the most recent audited
financial statements delivered pursuant to Section 5.4(b).

                                      D-2
<PAGE>

     Section 4.4.  Opinions of Counsel. Such Purchaser shall have received
favorable opinions from (a) Phillips Nizer Benjamin Krim & Ballon LLP, counsel
for the Obligors and their Affiliates, substantially in the form of Exhibit B1,
and (b) Chapman and Cutler, special counsel to the Purchasers in connection with
the transactions contemplated by this Agreement, substantially in the form of
Exhibit B2, and in each case covering such other matters incident to such
transactions as such Purchaser may reasonably request, each addressed to such
Purchaser, dated the date of the Closing and otherwise reasonably satisfactory
in substance and form to such Purchaser. The Obligors hereby direct their
counsel referred to in clause (a) of this Section 4.4 to deliver to such
Purchaser such opinions and letters to be delivered by it and authorizes such
Purchaser to rely thereon.

     Section 4.5. Legal Investment. On the date of the Closing, such Purchaser's
purchase of Notes shall be permitted by the laws and regulations of each
jurisdiction to which such Purchaser's investments are subject, but without
recourse to provisions (such as section 1404(b) or 1405(a)(8) of the New York
Insurance Law) permitting, limited investments by insurance companies in
securities not otherwise legally eligible for investment. If requested by such
Purchaser by prior written request to the Obligors, such Purchaser shall have
received, at least five Business Days prior to the Closing, an Officers'
Certificate of each Obligor certifying as to such matters of fact as such
Purchaser may reasonably specify to enable it to determine whether such purchase
is so permitted.

     Section 4.6. Trust Agreement. Each of the Obligors, the General Partner and
the Trustee shall have duly authorized, executed and delivered the Trust
Agreement. The Trust Agreement shall be in full force and effect and shall
constitute the valid and binding obligation of each of the Obligors, the General
Partner and the Trustee and no default on the part of either of the Obligors or
the General Partner shall exist thereunder.

     Section 4.7. Security Documents. (a) The General Partner, Star Gas and the
Restricted Subsidiaries shall have duly authorized, executed and delivered the
Mortgages relating to the Mortgaged Property located in Connecticut, Florida,
Georgia, Indiana, Kentucky, Maine, Massachusetts, Michigan, Minnesota, New
Jersey, New York, Ohio, Pennsylvania, Rhode Island and Wisconsin. Each such
Mortgage shall be in full force and effect and shall (i) constitute the valid
and binding obligation of the General Partner, Star Gas and the Restricted
Subsidiaries, (ii) constitute a valid first mortgage lien of record on the real
property and all other interests described therein which may be subjected to a
mortgage lien, subject only to Permitted Encumbrances, and (iii) constitute a
valid assignment of, and create a valid, presently effective security interest
of record in, equipment and all other interests (other than real property
interests) described therein, subject to no prior security interest in any such
property other than as specifically permitted therein, and no default on the
part of the General Partner, Star Gas or any Restricted Subsidiary shall exist
thereunder.

     (b)  Each of the Security Documents shall have been duly authorized,
executed and delivered by each of the Obligors and/or their Affiliates party
thereto, shall be in full force and effect and shall (i) constitute the valid
and binding obligation of each such party and (ii) constitute a valid assignment
of, and create a valid, presently effective security interest of

                                      D-3
<PAGE>

record in, property covered by such Security Document and all other interests
described therein, subject to no prior security interest in any such personal
property other than as specifically permitted therein, and no default on the
part of any such party shall exist thereunder.

     Section 4.8.  [Intentionally Omitted]

     Section 4.9.  Operative Agreements. Each of the Operative Agreements shall
have been duly authorized, executed and delivered by the respective parties
thereto, in form and substance satisfactory to such Purchaser, shall be in full
force and effect, and shall constitute the legal, valid and binding obligations
of the respective parties thereto, and all actions required to be performed or
taken thereunder on or prior to the date of the Closing shall have been duly
taken and no default or accrued right of termination on the part of any of the
parties thereto shall exist thereunder as of the date of the Closing, and such
Purchaser shall have received a fully executed original, or a true and correct
copy, of each such document.

     Section 4.10. Other Conditions Satisfied . The conditions specified in
Section 10.2(i) of the 1995 Note Agreements, Section 10.2(i) of the 1998 Note
Agreement, Section 10.2(i) of the 2000 Note Agreement and Section 6.02(h) of the
Bank Credit Facilities have been fulfilled and such Purchaser shall have
received such evidence as it may reasonably request (including copies of the
certificates and opinions required by such Sections) demonstrating fulfillment
of such conditions.

     Section 4.11. Proceeding and Documents. All proceedings in connection with
the transactions contemplated by this Agreement and all documents and
instruments incident to such transactions shall be satisfactory to such
Purchaser and such Purchaser's special counsel, and such Purchaser and such
Purchaser's special counsel shall have received all such counterpart originals
or certified or other copies of such documents as such Purchaser or its special
counsel may reasonably request.

     Section 4.12. Insurance Broker's Certificate. Insurance complying with the
provisions of Section 15 of the Mortgages shall be in full force and effect and
such Purchaser shall have received a certificate from Weeks & Calloway or such
other independent insurance brokers or consultants as shall be reasonably
satisfactory to such Purchaser, dated the date of the Closing.

     Section 4.13. Payment of Closing Fees. The Obligors shall have paid the
fees and disbursements required by Section 16 to be paid by the Obligors on the
date of the Closing.

     Section 4.14. Private Placement Numbers. The Obligors shall have obtained
for each series of the Notes a Private Placement Number issued by Standard &
Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office
of the National Association of Insurance Commissioners).

Section 5.  Representations and Warranties, Etc. of the Obligors.

  Each of the Obligors and the General Partner represents and warrants that:

                                      D-4
<PAGE>

     Section 5.1. Organization, Standing, Etc. Star Gas is a limited partnership
duly organized, validly existing and in good standing under the Delaware Revised
Uniform Limited Partnership Act and has all requisite partnership power and
authority to own and operate its properties (including, without limitation, the
Assets), to conduct the business it conducts and proposes to conduct, to enter
into this Agreement and the other Operative Agreements to which it is a party,
to issue and sell the Notes and to carry out the terms of this Agreement, such
other Operative Agreements and the Notes. Star/Petro is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Minnesota and has all requisite corporate power and authority to own and operate
its properties, to conduct the business it conducts and proposes to conduct, to
enter into this Agreement and the other Operative Agreements to which it is a
party, to issue and sell the Notes and to carry out the terms of this Agreement,
such other Operative Agreements and the Notes. The General Partner is a limited
liability company duly organized, validly existing and in good standing under
the laws of the State of Delaware and has all requisite limited liability
company power and authority to own and operate its properties, to conduct the
business it conducts and proposes to conduct, to enter into and carry out the
terms of this Agreement and the other Operative Agreements to which it is a
party, and to execute and deliver as the general partner of Star Gas this
Agreement and the other Operative Agreements to which Star Gas is a party and
the Notes.

     Section 5.2. Partnership Interests. The only general partner of Star Gas is
the General Partner, which owns a 0.8488% general partner interest in Star Gas.
The only limited partner of Star Gas is the Public Partnership which owns a
99.1512% limited partner interest in Star Gas. Star Gas does not have any other
partner. Except as disclosed in Schedule 5.2, Star Gas does not have any
Subsidiaries or any Investments in any Person (other than Investments of the
types described in Section 10.3(a)).

     Section 5.3. Qualification. Star Gas is duly qualified or registered and is
in good standing as a foreign limited partnership for the transaction of
business, and the General Partner is duly qualified or registered and is in good
standing as a foreign limited liability company for the transaction of business,
in Connecticut, Florida, Georgia, Illinois, Indiana, Kentucky, Maine,
Massachusetts, Michigan, Minnesota, New Hampshire, New Jersey, New York, Ohio,
Pennsylvania, Rhode Island, West Virginia and Wisconsin which are the only
jurisdictions in which the nature of their respective activities or the
character of the properties they own, lease or use makes such qualification or
registration necessary and in which the failure so to qualify or to be so
registered would have a Material Adverse Effect. Star/Petro is qualified or
registered and in good standing as a foreign corporation for the transaction of
business in New York, which is the only jurisdiction in which the nature of its
activities or the character of the properties it owns, leases or uses makes such
qualification or registration necessary and in which the failure to be so
qualified or registered would have a Material Adverse Effect. Each of the
Obligors and the General Partner has taken all necessary partnership corporate
or limited liability company action to authorize the execution, delivery and
performance by it of this Agreement, the Notes and each other Operative
Agreement to which it is a party. Each of the Obligors and the General Partner
has duly executed and delivered each of this Agreement, the Notes and the other
Operative Agreements to which it is a party, and each of them constitutes its
legal, valid and binding obligation enforceable in accordance with its terms.

                                      D-5
<PAGE>

     Section 5.4. Business; Financial Statements. (a) The Obligors have
delivered to each Purchaser complete and correct copies of (i) a memorandum
dated February 2001, prepared by Banc of America Securities LLC and A.G. Edwards
& Sons, Inc. for use in connection with the Obligors' private placement of the
Notes, (ii) the Public Partnership's SEC Form 10-K for the fiscal year ended
September 30, 2000 and (iii) the Public Partnership's SEC Form 10-Q for the
fiscal quarter ended December 31, 2000 (the "Offering Materials"). The financial
statements and schedules included in the Offering Materials (other than with
respect to pro forma matters) have been prepared in accordance with GAAP applied
on a consistent basis throughout the periods specified and present fairly the
financial position of the corporation or partnership to which they relate as of
the respective dates specified and the results of their operations and cash
flows for the respective periods specified.

     (b) The Obligors have delivered to each Purchaser copies of the financial
statements of each of the Obligors and its Subsidiaries listed on Schedule
5.4(b). All of said financial statements (including the related schedules and
notes) fairly present in all material respects the financial position of the
Obligor and its Subsidiaries to which they relate as of the respective dates
specified in such Schedule and the results of their operations and cash flows
for the respective periods so specified and have been prepared in accordance
with GAAP consistently applied throughout the periods involved, except as set
forth in the notes thereto (subject, in the case of any interim financial
statements, to normal year-end adjustments).

     Section 5.5. Changes, Etc. Except as contemplated by this Agreement, the
other Operative Agreements or the Offering Materials, subsequent to the date as
of which information is given in the Offering Materials, (a) neither of the
Obligors nor their Affiliates have incurred any material liabilities or
obligations, direct or contingent, or entered into any material transaction not
in the ordinary course of business except for material liabilities or
obligations and material transactions permitted by the 2000 Note Agreement, the
1998 Note Agreement, the 1995 Note Agreements and the Bank Credit Facilities,
(b) no events have occurred, which individually or in the aggregate, could have
a Material Adverse Effect, and (c) there has not been (i) any Restricted Payment
of any kind declared, paid or made by either of the Obligors, the General
Partner or the Public Partnership other than Restricted Payments that were
permitted under the 2000 Note Agreement, the 1998 Note Agreement, the 1995 Note
Agreement and the Bank Credit Facilities or (ii) any Indebtedness incurred under
the Bank Credit Facilities except for Indebtedness incurred under the Bank
Credit Facilities that was and is permitted by the 2000 Note Agreement, the 1998
Note Agreement, the 1995 Note Agreements and the Bank Credit Facilities.

     Section 5.6. Tax Returns and Payments. Each of the Obligors and its
Affiliates has filed all tax returns required by law to be filed by it and has
paid all taxes, assessments and other governmental charges levied upon it or any
of its properties, assets, income or franchises which are due and payable, other
than those which are not past due or are presently being contested in good faith
by appropriate proceedings diligently conducted for which such reserves or other
appropriate provisions, if any, as shall be required by GAAP have been made.
Star Gas is a limited partnership not subject to taxation with respect to its
income or gross receipts under applicable Federal laws.

                                      D-6
<PAGE>

     Section 5.7. Indebtedness. Other than the Indebtedness represented by the
Notes and the Indebtedness listed in Schedule 5.7, neither of the Obligors nor
the General Partner has any secured or unsecured Indebtedness outstanding. No
instrument or agreement to which either of the Obligors or, other than Section
6.6(g) of the MLP Agreement, the General Partner is a party or by which either
of the Obligors or the General Partner is bound or which is applicable to either
of the Obligors or the General Partner (other than this Agreement, the 1995 Note
Agreements, the 1998 Note Agreement, the 2000 Note Agreement and the Bank Credit
Facilities) contains any restrictions on the incurrence by either of the
Obligors or the General Partner of additional Indebtedness.

     Section 5.8. Transfer of Assets and Business. (a) Each of the Obligors is
in possession of and operating in compliance in all respects with all
franchises, grants, authorizations, approvals, licenses, permits, easements,
rights-of-way, consents, certificates and orders required to own, lease or use
its properties and to permit the conduct of the Business as now conducted and
proposed to be conducted, except for those franchises, grants, authorizations,
approvals, licenses, permits, easements, rights-of-way, consents, certificates
and orders (collectively, "Permitted Exceptions") (i) which are not required at
this time and are routine or administrative in nature and are expected in the
reasonable judgment of Star/Petro or the General Partner, as the case may be, to
be obtained or given in the ordinary course of business after the date of the
Closing, or (ii) which, if not obtained or given, would not, individually or in
the aggregate, have a Material Adverse Effect.

     (b) Each of the Obligors has (i) good and marketable title to the portion
of the Assets constituting real property owned in fee simple by such Obligor,
(ii) good and valid leasehold interests in the portion of the Assets
constituting real property and leased by such Obligor and (iii) good and
sufficient title to the portion of the Assets constituting personal property for
the use and operation of such personal property as it has been used in the past
and as it is proposed to be used in the Business, in each case subject to no
Liens except Permitted Encumbrances. The Assets are all of the assets and
properties necessary to enable the Obligors to conduct the Business and include
all options to purchase or rights of first refusal granted to or for the General
Partner with respect to any of the Assets leased by the General Partner. Each of
the Obligors enjoys peaceful and undisturbed possession under all leases
necessary for the operation of its properties and assets, and all such leases
are valid and subsisting and are in full force and effect. Except to perfect and
to protect security interests of the character described by Section 10.2, (A) at
the time of the Closing, no effective financing statement under the Uniform
Commercial Code which names either of the Obligors or the General Partner (with
respect to any of the Assets) as debtor, which individually or in the aggregate
relates to any part of the Assets, will be on file in any jurisdiction and (B)
at the time of the Closing, neither of the Obligors nor the General Partner
(with respect to the Assets) will have signed any effective financing statement
(other than financing statements in favor of the Trustee) or any effective
security agreement, which relates to any part of the Assets, authorizing any
secured party thereunder to file any such financing statement, except for
financing statements to be executed and filed in connection with the Closing.

                                      D-7
<PAGE>

     Section 5.9.  Litigation, Etc. There is no action, proceeding or
investigation pending or, to the best knowledge of either of the Obligors or the
General Partner upon reasonable inquiry, threatened (or any basis therefor known
to either of the Obligors or the General Partner) which questions the validity
of this Agreement, any other Operative Agreement or the Notes or any action
taken or to be taken pursuant to this Agreement, any other Operative Agreement
or the Notes, or which might have, either in any case or in the aggregate, a
Material Adverse Effect.

     Section 5.10. Compliance with Other Instruments, Etc. Neither of the
Obligors nor the General Partner (a) is in violation of, in the case of Star
Gas, any term of the Partnership Agreement or, in the case of Star/Petro, its
certificate of incorporation or by-laws, or, in the case of the General Partner,
its limited liability company agreement, or (b) is in violation of any term of
any other agreement or instrument to which such Obligor or the General Partner
is a party or by which any of them or any of their properties is bound or any
term of any applicable law, ordinance, rule or regulation of any governmental
authority or any term of any applicable order, judgment or decree of any court,
arbitrator or governmental authority, the consequences of which, in the case of
clause (b), would have a Material Adverse Effect; the execution, delivery and
performance by each of the Obligors and the General Partner of this Agreement
and the other Operative Agreements to which it is a party and the Notes will not
result in any violation of or be in conflict with or constitute a default under
any such term or result in the creation of (or impose any obligation on either
of the Obligors or the General Partner to create) any Lien upon any of the
properties or assets of either of the Obligors or the General Partner prohibited
by any such term; and there is no such term the compliance with which would
have, or in the future may in the reasonable judgment of either of the Obligors
or the General Partner be likely to have, a Material Adverse Effect.

     Section 5.11. Governmental Consent. No consent, approval or authorization
of, or declaration or filing with, any governmental authority is required for
the valid execution, delivery and performance of this Agreement or the other
Operative Agreements (other than Permitted Exceptions), and no such consent,
approval, authorization, declaration or filing is required for the valid offer,
issue, sale and delivery of the Notes pursuant to this Agreement.

     Section 5.12. Offer of Notes. Neither of the Obligors nor any of their
Affiliates nor anyone acting on any of their behalf has directly or indirectly
offered the Notes or any part thereof or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with, anyone other than the Purchasers and not
more than 46 other institutional investors. Neither of the Obligors nor the
General Partner nor anyone acting on any of their behalf has taken or will take
any action which would subject the issuance and sale of the Notes to the
registration and prospectus delivery provisions of the Securities Act of 1933,
as amended, or to the registration or qualification provisions of any securities
or Blue Sky law of any applicable jurisdiction or require registration of any
Security Document under the Trust Indenture Act of 1939, as amended.

     Section 5.13. Use of Proceeds. The proceeds of the sale of the Notes will
be used to refinance Indebtedness incurred under the Initial Acquisition
Facility and for the improvement or repair of the Assets.

                                      D-8
<PAGE>

     Section 5.14. Federal Reserve Regulations. Neither of the Obligors nor the
General Partner will, directly or indirectly, use any of the proceeds of the
sale of the Notes for the purpose, whether immediate, incidental or ultimate, of
buying a "margin stock" or of maintaining, reducing or retiring any indebtedness
originally incurred to purchase a stock that is currently a "margin stock," or
for any other purpose which might constitute this transaction a "purpose
credit," in each case within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 C.F.R. 221, as amended), or
otherwise take or permit to be taken any action which would involve a violation
of such Regulation U or of Regulation X (12 C.F.R. 224, as amended) or any other
applicable regulation of such Board. No indebtedness being reduced or retired,
directly or indirectly, out of the proceeds of the sale of the Notes was
incurred for the purpose of purchasing or carrying any stock which is currently
a "margin stock," and none of the Obligors, the General Partner or the Public
Partnership owns or has any present intention of acquiring any amount of such
"margin stock."

     Section 5.15. Investment Company Act. Neither of the Obligors nor the
General Partner is an "investment company," or a company "controlled" by an
"investment company," within the meaning of the Investment Company Act of 1940,
as amended.

     Section 5.16. Public Utility Holding Company Act; Federal Power Act.
Neither of the Obligors nor the General Partner is a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended; none of
the Obligors, the General Partner or the issue and sale of the Notes is subject
to regulation under such Act; and neither of the Obligors nor the General
Partner is a "public utility" as such term is defined in the Federal Power Act,
as amended.

     Section 5.17. ERISA. (a) None of the Obligors, the General Partner or any
Related Person (other than Petro or any of its Non-Related Subsidiaries) has
ever established, maintained, contributed to or been obligated to contribute to,
and neither of the Obligors nor any Related Person of either of the Obligors has
any liability or obligation with respect to, any Plan. Neither of the Obligors
nor any Related Person of either of the Obligors has assumed, either by
agreement (including the Partnership Agreement and the other Operative
Agreements), by operation of law or otherwise, any liability or obligation with
respect to any "employee benefit plan" (as defined in ERISA) or any other
compensation or benefit arrangement, agreement, policy, practice or
understanding and neither of the Obligors nor any Related Person of either of
the Obligors has any liability or obligation to provide any amount or type of
compensation or benefit in respect of any employee or former employee of the
Business which relates to periods, services performed or benefits or amounts
accrued prior to the transfer of the Business or the Assets pursuant to the
Operative Agreements and the transactions contemplated thereby. None of the
Obligors, the General Partner nor any Related Person has incurred any material
liability under Title IV of ERISA with respect to any such Plan and no event or
condition exists or has occurred as a result of which such a liability would
reasonably be expected to be incurred. None of the Obligors, the General Partner
nor any Related Person has engaged in any transaction, including the
transactions contemplated hereunder which could subject either of the Obligors
or any Related Person of either of the Obligors to liability pursuant to section
4069(a) or 4212(c) of

                                      D-9
<PAGE>

ERISA. There has been no reportable event (within the meaning of section 4043(b)
of ERISA) or any other event or condition with respect to any Plan which
presents a risk of the termination of, or the appointment of a trustee to
administer, any such Plan by the PBGC. No prohibited transaction (within the
meaning of section 406(a) of ERISA or section 4975 of the Code) exists or has
occurred with respect to any Plan which has subjected or could reasonably be
expected to subject either of the Obligors or the General Partner to a material
liability under section 502(i) of ERISA or section 4975 of the Code. No
liability to the PBGC (other than liability for premiums not yet due) has been
or is expected to be incurred with regard to any Plan by either of the Obligors,
the General Partner nor any Related Person. Neither of the Obligors, the General
Partner nor any Related Person contributes or is obligated to contribute or has
ever contributed or been obligated to contribute to any single employer plan
that has at least two contributing sponsors not under common control. Neither of
the Obligors is, nor are either of them expected to become, a "substantial
employer" as defined in section 4001(a)(2) of ERISA with respect to any Plan.
Neither of the Obligors nor the General Partner has ever maintained or
contributed to any plan or arrangement which provides post-employment welfare
benefits or coverage (other than continuation coverage provided pursuant to
section 4980B of the Code).

     (b) The execution and delivery of this Agreement and the issue and sale of
the Notes will not involve any non-exempt "prohibited transaction" within the
meaning of section 406 of ERISA or section 4975 of the Code. The representations
by each of the Obligors and the General Partner in the immediately preceding
sentence are made in reliance upon and subject to the accuracy of each
Purchaser's representation in Section 6.2 of this Agreement as to the source of
the funds to be used to pay the purchase price of the Notes to be purchased by
such Purchaser. With respect to each employee benefit plan identified to the
Obligors in accordance with clause (c) of Section 6.2 of this Agreement, neither
of the Obligors nor the General Partner nor any "affiliate" (as defined in
Section V(c) of the QPAM Exemption) of either of the Obligors or the General
Partner has at this time, and has not exercised at any time within the one year
period preceding the date of the Closing, the authority to appoint or terminate
any Purchaser as manager of any of the assets of any such plan or to negotiate
the terms of any management agreement with such Purchaser on behalf of any such
plan.

     Section 5.18. Environmental Matters. (a) Except as disclosed in Schedule
5.18, each of the Obligors and the General Partner is in compliance with all
Environmental Laws applicable to it or to the Business or Assets except where
such noncompliance would not have a Material Adverse Effect. Each of the
Obligors has timely and properly applied for renewal of all environmental
permits or licenses that have expired or are about to expire and are necessary
for the conduct of the Business as now conducted and as proposed to be
conducted, except where the failure to timely and properly reapply would not
have a Material Adverse Effect. Schedule 5.18 lists (i) all notices from
Federal, state or local environmental agencies to either of the Obligors or to
the General Partner citing environmental violations that have not been finally
resolved and disposed of, and no such violation, whether or not notice regarding
such violation is listed on Schedule 5.18, if ultimately resolved against either
of the Obligors or the General Partner, as the case may be, would have a
Material Adverse Effect, and (ii) all current reports filed by either of the
Obligors or the General Partner with any Federal, state or local environmental
agency having jurisdiction over the Assets, true and complete copies of which
reports have been made available

                                     D-10
<PAGE>

to the Purchasers and their special counsel and environmental advisor, if any.
Notwithstanding any such notice, the Obligors and the General Partner are
currently operating in all material respects within the limits set forth in such
environmental permits or licenses and any current noncompliance with such
permits or licenses will not result in any material liability or penalty to
either of the Obligors or the General Partner or in the revocation, loss or
termination of any such environmental permits or licenses, the revocation, loss
or termination of which would have a Material Adverse Effect.

      (b) Except as disclosed in Schedule 5.18, all facilities located on the
real property included in the Assets which are subject to regulation by RCRA are
and have been operated in compliance with RCRA, except where such noncompliance
would not have a Material Adverse Effect and neither of the Obligors nor the
General Partner has received, or, to the knowledge of either of the Obligors or
the General Partner, been threatened with, a notice of violation of RCRA
regarding such facilities.

      (c) Except as disclosed in Schedule 5.18, no hazardous substance (as
defined in CERCLA) or hazardous waste (as defined in RCRA) is located or present
at any of the real property included in the Assets in violation of any
Environmental Law, which violation will have a Material Adverse Effect, and with
respect to such real property there has not occurred (i) any release or
threatened release of any such hazardous substance, (ii) any discharge or
threatened discharge of any substance into ground, surface, or navigable waters
which violates any Federal, state, local or foreign laws, rules or regulations
concerning water pollution, or (iii) any assertion of any Lien pursuant to
Environmental Laws resulting from any use, spill, discharge or clean-up of any
hazardous or toxic substance or waste, which occurrence will have a Material
Adverse Effect.

      (d) None of the matters disclosed in Schedule 5.18, either individually or
in the aggregate, involves a violation of or a liability under any Environmental
Law the consequences of which will have a Material Adverse Effect.

     Section 5.19. Foreign Assets Control Regulations, Etc. The issue and sale
of the Notes by the Obligors and their use of the proceeds thereof as
contemplated by this Agreement will not violate any of the regulations (other
than those regulations, if any, that are implicated solely as a result of the
actions of the Purchasers) administered by the Office of Foreign Assets Control,
the United States Department of the Treasury.

     Section 5.20. Disclosure. Neither this Agreement, the other Operative
Agreements, the Offering Materials, nor any other historical financial
statement, document, certificate or instrument delivered to any Purchaser by or
on behalf of either Obligor, any Restricted Subsidiary or the General Partner in
connection with the transactions contemplated by this Agreement, contains any
untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements contained therein not misleading. There is no
fact known to either of the Obligors or the General Partner which has or in the
future would (so far as either of the Obligors or the General Partner can now
foresee) have a Material Adverse Effect which has not been set forth or referred
to in this Agreement or the Offering Materials.

                                      D-11
<PAGE>

     Section 5.21. Chief Executive Office. The chief executive office of each of
the Obligors and the General Partner and the office where each maintains its
records relating to the transactions contemplated by the Operative Agreements is
located at 2187 Atlantic Street, Stamford, CT 06902.

     Section 5.22. Parity Lenders. The Notes constitute "Parity Debt" under the
Trust Agreement and, upon agreeing in writing to be bound by the terms and
provisions of the Trust Agreement, the Purchasers shall be entitled to all the
benefits of "Parity Lenders" under the Trust Agreement.

     Section 5.23. Filing and Recordation. On the date of Closing, all UCC
financing statements have been duly filed in all public offices wherein such
filing is necessary to perfect the Lien created by the Trust Agreement. The
Trust Agreement creates a valid security interest in the collateral described
therein, which, on the date of Closing, constitutes a first priority perfected
security interest therein.

Section 6.  Purchaser's Representations; Source of Funds.

     Section 6.1. Purchase for Investment. Each Purchaser represents that it is
purchasing the Notes for its own account or for one or more separate accounts
maintained by such Purchaser or for the account of one or more pension or trust
funds, in each case not with a view to or for sale in connection with any
distribution thereof within the meaning of the Securities Act of 1933, as
amended, or with any present intention of distributing or selling any of the
Notes, provided that the disposition of such Purchaser's property shall at all
times be within its control. If a Purchaser is purchasing for the account of one
or more pension or trust funds (other than pension or trust funds included in
the general account of an insurance company), such Purchaser represents that
(except to the extent that such Purchaser has otherwise advised Chapman and
Cutler and the Obligors in writing) it has sole investment discretion with
respect to the purchase of the Notes to be purchased by such Purchaser pursuant
to this Agreement and the determination and decision on such Purchaser's behalf
to purchase such Notes for such pension or trust funds is being made by the same
individual or group of individuals who customarily pass on such investments.

     Section 6.2. Source of Funds. Each Purchaser represents that at least one
of the following statements is an accurate representation as to the source of
funds to be used by such Purchaser to pay the purchase price of the Notes
purchased by such Purchaser hereunder:

               (a)  if such Purchaser is an insurance company, no part of such
     funds constitutes assets allocated to any separate account maintained by
     such Purchaser in which an employee benefit plan (or its related trust) has
     any interest other than a separate account that is maintained solely in
     connection with its fixed contractual obligations under which the amounts
     payable, or credited, to such plan and to any participant or beneficiary of
     such plan (including any annuitant) are not affected in any manner by the
     investment performance of the separate account; or

                                      D-12
<PAGE>

            (b)  if such Purchaser is an insurance company, to the extent that
     any of such funds constitutes assets allocated to any separate account
     maintained by such Purchaser, (i) such separate account is a "pooled
     separate account" within the meaning of Prohibited Transaction Class
     Exemption 90-1, in which case such Purchaser has disclosed to the Obligors
     the names of each employee benefit plan whose assets in such separate
     account exceed 10% of the total assets or are expected to exceed 10% of the
     total assets of such account as of the date of such purchase (and for the
     purposes of this subdivision (b), all employee benefit plans maintained by
     the same employer or employee organization are deemed to be a single plan),
     or (ii) such separate account contains only the assets of a specific
     employee benefit plan, complete and accurate information as to the identity
     of which such Purchaser has delivered to the Obligors in writing; or

            (c)  if such Purchaser is a "qualified professional asset manager"
     or "QPAM" (as defined in Part V of Prohibited Transaction Class Exemption
     84-14, issued March 13, 1984 (the "QPAM Exemption")), all of such funds
     constitute assets of an "investment fund" (as defined in Part V of the QPAM
     Exemption) managed by such Purchaser, no employee benefit plan assets which
     are included in such investment fund, when combined with the assets of all
     other employee benefit plans (i) established or maintained by the same
     employer or an affiliate of such employer or by the same employee
     organization and (ii) managed by such Purchaser, exceed 20% of the total
     client assets managed by such Purchaser, the conditions of Section I(g) of
     the QPAM Exemption are satisfied and such Purchaser has disclosed to the
     Obligors the names of all employee benefit plans whose assets are included
     in such investment fund; or

            (d)  if such Purchaser is other than an insurance company, all or a
     portion of such funds consists of funds which do not constitute assets of
     any employee benefit plan (other than a governmental plan exempt from the
     coverage of ERISA) and the remaining portion, if any, of such funds
     consists of funds which may be deemed to constitute assets of one or more
     specific employee benefit plans, complete and accurate information as to
     the identity of each of which such Purchaser has delivered to the Obligors
     in writing; or

            (e)  if such Purchaser is an insurance company, to the extent that
     any of such funds constitutes assets of such Purchaser's general account,
     such Purchaser has disclosed to the Obligors the names of each employee
     benefit plan with respect to which the amount of the reserves and
     liabilities for such Purchaser's general account contracts held by or on
     behalf of such plan (within the meaning of Prohibited Transaction Class
     Exemption 95-60) exceed or are expected to exceed on the date of such
     purchase 10% of the total reserves and liabilities of such Purchaser's
     general account (and for the purposes of this subdivision (e), all employee
     benefit plans maintained by the same employer or employee organization are
     deemed to be a single plan).

As used in this Section 6.2, the terms "employee benefit plan," "governmental
plan" and "separate account" shall have the respective meanings assigned to such
terms in section 3 of ERISA.

                                      D-13
<PAGE>

Section 7.  Accounting; Financial Statements and Other Information.

     Each Obligor will maintain, and each Obligor will cause each Restricted
Subsidiary to maintain, a system of accounting established and administered in
accordance with GAAP, and will accrue, and will cause each Restricted Subsidiary
to accrue, all such liabilities as shall be required by GAAP. The Obligors will
deliver to each Purchaser (in duplicate, unless such Purchaser has advised the
Obligors otherwise), so long as such Purchaser shall be entitled to purchase
Notes under this Agreement or such Purchaser or such Purchaser's nominee shall
be the holder of any Notes, and to each other institutional investor holding any
Notes :

            (a)(i) as soon as practicable, but in any event within 60 days after
     the end of each of the first three quarterly fiscal periods in each fiscal
     year of Star Gas, consolidated (and (a) if the Restricted Subsidiaries
     constitute a Substantial Portion, then as to the Restricted Subsidiaries or
     (b) if the Restricted Subsidiaries do not constitute a Substantial Portion,
     but one or more Restricted Subsidiaries have outstanding Indebtedness owing
     to Persons other than Star Gas or any Restricted Subsidiary, or other than
     Star/Petro Intercompany Subordinated Debt, then as to such Restricted
     Subsidiaries, consolidating) balance sheets of Star Gas and the Restricted
     Subsidiaries as at the end of such period and the related consolidated
     (and, as to statements of operations and cash flows, if applicable and as
     appropriate, consolidating) statements of operations, partners' capital and
     cash flows of Star Gas and the Restricted Subsidiaries (A) for such period
     and (B) (in the case of the second and third quarterly periods) for the
     period from the beginning of the current fiscal year to the end of such
     quarterly period, setting forth in each case in comparative form the
     consolidated and, where applicable and as appropriate, consolidating
     figures for the corresponding periods of the previous fiscal year, all in
     reasonable detail and certified by the principal financial officer of the
     general partner of Star Gas as presenting fairly, in all material respects,
     the information contained therein (subject to changes resulting from normal
     year-end adjustments), in accordance with GAAP applied on a basis
     consistent with prior fiscal periods, (ii) as soon as practicable, but in
     any event within 60 days after the end of each of the first three quarterly
     fiscal periods in each fiscal year of Star Gas, financial statements of the
     type described in clause (i) but adjusted to show Petro Holdings as an
     investment of, and not consolidated with, Star Gas, provided that delivery
     within the time period specified above of copies of the Public
     Partnership's Quarterly Report on Form 10-Q prepared in compliance with the
     requirements therefor and filed with the Securities and Exchange Commission
     shall be deemed to satisfy the requirements hereof, but only to the extent
     such reports otherwise satisfy the requirements of clause (i) and clause
     (ii) of this Section 7(a) (for purposes of this Section 7, "Substantial
     Portion" shall mean that either (x) the book value of the assets of the
     Restricted Subsidiaries exceed 5% of the book value of the consolidated
     assets of Star Gas and the Restricted Subsidiaries, or (y) the Restricted
     Subsidiaries account of more than 5% of the Consolidated Net Income of Star
     Gas and the Restricted Subsidiaries, in each case in respect of the four
     fiscal quarters ended as of the date of the applicable financial statement,
     provided that, with respect to Star/Petro, (I) the book value of the common
     stock of Petro Holdings shall be excluded from the determination of
     Substantial

                                      D-14
<PAGE>

     Portion in clause (x) above and (II) the income of Petro Holdings shall be
     excluded from the determination of Substantial Portion in clause (y)
     above);

            (b)(i) as soon as practicable, but in any event within 120 days
     after the end of each fiscal year of Star Gas, consolidated (and (a) if the
     Restricted Subsidiaries constitute a Substantial Portion, then as to the
     Restricted Subsidiaries or (b) if the Restricted Subsidiaries do not
     constitute a Substantial Portion, but one or more Restricted Subsidiaries
     have outstanding Indebtedness owing to Persons other than Star Gas or any
     Restricted Subsidiary, or other than Star/Petro Intercompany Subordinated
     Debt, then as to such Restricted Subsidiaries, consolidating) balance
     sheets of Star Gas and the Restricted Subsidiaries and the consolidated
     balance sheet of the general partner of Star Gas as at the end of such year
     and the related consolidated (and, as to statements of operations and cash
     flows, if applicable and as appropriate, consolidating) statements of
     operations, partners' capital and cash flows of Star Gas and the Restricted
     Subsidiaries, and the consolidated statements of income, surplus, cash flow
     and members' equity of the general partner of Star Gas for such fiscal
     year, setting forth in each case in comparative form the consolidated and,
     where applicable and as appropriate, consolidating figures for the previous
     fiscal year, all in reasonable detail, and (ii) as soon as practicable, but
     in any event within 120 days after the end of each fiscal year of Star Gas,
     financial statements of the type described in clause (i) but adjusted to
     show Petro Holdings as an investment of, and not consolidated with Star
     Gas, provided that delivery within the time periods specified above of
     copies of the Public Partnership's Annual Report on Form 10-K prepared in
     compliance with the requirements therefor and filed with the Securities and
     Exchange Commission shall be deemed to satisfy the requirements hereof, but
     only to the extent such reports otherwise satisfy the requirements of
     clause (i) and clause (ii) of this Section 7(b) and (x) in the case of such
     consolidated financial statements of Star Gas specified in clause (i) and
     with respect to the financial statements specified in clause (ii),
     accompanied by a report thereon of KPMG Peat Marwick LLP or other
     independent public accountants of recognized national standing selected by
     Star Gas and acceptable to the Required Holders, which report shall state
     that such consolidated financial statements present fairly the financial
     position of Star Gas and the Subsidiaries as at the dates indicated and the
     results of their operations and cash flows for the periods indicated in
     conformity with GAAP applied on a basis consistent with prior years and
     that the audit by such accountants in connection with such consolidated
     financial statements has been made in accordance with generally accepted
     auditing standards in effect in the United States from time to time (except
     that with respect to the financial statements specified in clause (ii),
     Petro Holdings and its Subsidiaries have not been consolidated), and (y) in
     the case of such consolidated financial statements of the general partner
     of Star Gas, such consolidating financial statements of Star Gas as
     described in clause (i), and the financial statements specified in clause
     (ii), certified by the principal financial officer of the general partner
     of Star Gas, as presenting fairly the information contained therein, in
     accordance with GAAP applied on a basis consistent with prior fiscal
     periods;

            (c) together with each delivery of financial statements pursuant to
     subdivisions (a) and (b) of this Section 7, an Officers' Certificate of
     each Obligor

                                      D-15
<PAGE>

     (i) stating that the signers have reviewed the terms of this Agreement and
     the other Operative Agreements and the Notes, and have made, or caused to
     be made under their supervision, a review in reasonable detail of the
     transactions and condition of the Obligors and the Restricted Subsidiaries
     during the accounting period covered by such financial statements and that
     the signers do not have knowledge of the existence and continuance as at
     the date of such Officers' Certificate of any condition or event which
     constitutes an Event of Default or Potential Event of Default, or, if any
     such condition or event exists, specifying the nature and period of
     existence thereof and what action the Obligors have taken or are taking or
     propose to take with respect thereto, (ii) specifying the amount available
     at the end of such accounting period for Restricted Payments in compliance
     with Section 10.4 and showing in reasonable detail all calculations
     required in arriving at such amount, (iii) demonstrating in reasonable
     detail, if applicable, compliance during and at the end of such accounting
     period with the restrictions contained in Sections 10.1(b), (d), (e), (f),
     (h) and (i), 10.3(b), 10.7(a)(ii), 10.7(a)(iii) and 10.7(c)(iii), (iv) if
     not specified in the related financial statements being delivered pursuant
     to subdivisions (a) and (b) above, specifying the aggregate amount of
     interest paid or accrued by the Obligors and the Restricted Subsidiaries,
     and the aggregate amount of depreciation, depletion and amortization
     charged on the books of the Obligors and the Restricted Subsidiaries,
     during the fiscal period covered by such financial statements and
     describing in reasonable detail the number and nature of the parcels of
     real property, or rights thereto or interests therein, caused to be
     released by the Obligors from the Liens of the Security Documents pursuant
     to the Trust Agreement and in the case of the fee owned property, the value
     of the fee owned property caused to be released by the Obligors during such
     accounting period;

            (d) together with each delivery of consolidated financial statements
     pursuant to subdivision (b) of this Section 7, a written statement by the
     independent public accountants giving the report thereon (i) stating that
     in connection with their audit examination, the terms of this Agreement,
     the other Operative Agreements and the Notes were reviewed to the extent
     considered necessary for the purpose of expressing an opinion on the
     consolidated financial statements and for making the statement contained in
     clause (ii) hereof (it being understood that no special audit procedures in
     addition to those required by generally accepted auditing standards then in
     effect in the United States shall be required) and (ii) stating whether, in
     the course of their audit examination, they obtained knowledge (and
     whether, as of the date of such written statement, they have knowledge) of
     the existence and continuance of any condition or event which constitutes
     an Event of Default or Potential Event of Default, and, if so, specifying
     the nature and period of existence thereof;

            (e) promptly upon receipt thereof, copies of all reports submitted
     to Star Gas by independent public accountants in connection with each
     special audit or each annual or interim audit of the books of Star Gas or
     any Restricted Subsidiary made by such accountants, including, without
     limitation, the comment letter submitted by the accountants to management
     in connection with their annual audit;

                                      D-16
<PAGE>

            (f) promptly upon their becoming publicly available, copies of all
     financial statements, reports, notices and proxy statements sent or made
     available by either Obligor, the general partner of Star Gas or the Public
     Partnership to all of its security holders in compliance with the
     Securities Exchange Act of 1934, as amended from time to time, or any
     comparable Federal or state laws relating to the disclosure by any Person
     of information to its security holders, of all regular and periodic reports
     and all registration statements and prospectuses filed by either Obligor,
     the general partner of Star Gas or the Public Partnership with any
     securities exchange or with the Securities and Exchange Commission or any
     governmental authority succeeding to any of its functions (other than
     Registration Statements on Form S-8), and of all press releases and other
     statements made available by either Obligor, the general partner of Star
     Gas or the Public Partnership to the public concerning material
     developments in the business of either Obligor, the general partner of Star
     Gas or the Public Partnership, as the case may be;

            (g) promptly, but in any event within five days, after any
     Responsible Officer knows or should (in the course of the normal
     performance of his or her duties) know that (i) any condition or event
     which constitutes an Event of Default or Potential Event of Default has
     occurred or exists, or is expected to occur or exist, (ii) the holder of
     any Note has given any notice or taken any other action with respect to a
     claimed Event of Default or Potential Event of Default under this Agreement
     or default under any other Operative Agreement or (iii) any Person has
     given any notice to either Obligor or any Restricted Subsidiary or taken
     any other action with respect to a claimed default or event or condition of
     the type referred to in Section 11(f), an Officers' Certificate of each
     Obligor describing the same and the period of existence thereof and what
     action the Obligors have taken, are taking and propose to take with respect
     thereto;

            (h) promptly, but in any event within five days, after any
     Responsible Officer knows or should (in the course of the normal
     performance of his or her duties) know of the commencement of or
     significant development in any material litigation or material proceeding
     (including those regarding environmental matters) with respect to either
     Obligor or affecting either Obligor, any Restricted Subsidiary or any of
     their assets, a written notice describing in reasonable detail such
     commencement of or significant development in such litigation or
     proceeding;

            (i) promptly, but in any event within five days after any
     Responsible Officer knows or should (in the course of the normal
     performance of his or her duties) know that any of the events or conditions
     specified below with respect to any Plan has occurred or exists, or is
     expected to occur or exist, a statement setting forth details respecting
     such event or condition and the action, if any, that the Obligors or any
     Related Person has taken, is taking and proposes to take or cause to be
     taken with respect thereto (and a copy of any notice or report filed with
     or given to or communication received from the PBGC, the Internal Revenue
     Service or the Department of Labor with respect to such event or
     condition):

                                      D-17
<PAGE>

                  (i)    any reportable event, as defined in section 4043(b) of
          ERISA and the regulations issued thereunder;

                  (ii)   the filing under section 4041 of ERISA of a notice of
          intent to terminate any Plan or the termination of any Plan;

                  (iii)  a substantial cessation of operations within the
          meaning of section 4062(e) of ERISA under circumstances which could
          result in the treatment of either Obligor or any Related Person as a
          substantial employer under a "multiple employer plan" or the
          application of the provisions of section 4062, 4063 or 4064 of ERISA
          to either Obligor or any Related Person;

                  (iv)   the taking of any steps by the PBGC or the institution
          by the PBGC of proceedings under section 4042 of ERISA for the
          termination of, or the appointment of a trustee to administer, any
          Plan, or the receipt by either Obligor or any Related Person of a
          notice from a Multiemployer Plan that such action has been taken by
          the PBGC with respect to such Multiemployer Plan;

                  (v)    the complete or partial withdrawal by either Obligor or
          any Related Person under section 4063, 4203 or 4205 of ERISA from a
          Plan which is a "multiple employer plan" or a Multiemployer Plan, or
          the receipt by either Obligor or any Related Person of notice from a
          Multiemployer Plan regarding any alleged withdrawal or that it intends
          to impose withdrawal liability on either Obligor or any Related Person
          or that it is in reorganization or is insolvent within the meaning of
          section 4241 or 4245 of ERISA or that it intends to terminate under
          section 4041A of ERISA or from a "multiple employer plan" that it
          intends to terminate;

                  (vi)   the taking of any steps concerning the threat or the
          institution of a proceeding against either Obligor or any Related
          Person to enforce section 515 of ERISA;

                  (vii)  the occurrence or existence of any event or series of
          events which could result in a liability to either Obligor or any
          Related Person pursuant to section 4069(a) or 4212(c) of ERISA;

                  (viii) the failure to make a contribution to any Plan, which
          failure, either alone or when taken together with any other such
          failure, is sufficient to result in the imposition of a Lien on any
          property of either Obligor or any Related Person pursuant to section
          302(f) of ERISA or section 412(n) of the Code or could result in the
          imposition of a material tax or material penalty pursuant to section
          4971 of the Code on either Obligor or any Related Person;

                  (ix)   the amendment of any Plan in a manner which would be
          treated as a termination of such Plan under section 4041(e) of ERISA
          or require either

                                      D-18
<PAGE>

          Obligor or any Related Person to provide security to such Plan
          pursuant to section 307 of ERISA or section 401(a)(29) of the Code; or

                  (x) the incurrence of liability in connection with the
          occurrence of a "prohibited transaction" (within the meaning of
          section 406 of ERISA or section 4975 of the Code);

          (j)     promptly, but in any event within five days, after an officer
     of either of the Obligors, any Subsidiary or the general partner of Star
     Gas receives any notice or request from any Person (other than any
     Affiliate or any agent, attorney or similar party employed by either
     Obligor or the general partner of Star Gas) for information, or if either
     Obligor, any Subsidiary or the general partner of Star Gas provides any
     notice or information to any such Person (other than any Affiliate or any
     agent, attorney or similar party employed by either Obligor or the general
     partner of Star Gas) concerning the presence or release of any hazardous
     substance (as defined in CERCLA) or hazardous waste (as defined in RCRA) or
     other contaminants (as defined by any applicable Federal, state, local or
     foreign laws) within, on, from, relating to or affecting any property
     owned, leased, or subleased by either Obligor, any Subsidiary or the
     general partner of Star Gas, copies of each such notice, request or
     information; and

            (k)   with reasonable promptness, such other financial reports and
     information and data with respect to either Obligor, any Restricted
     Subsidiary, any Subsidiary (to the extent such reports, information and
     data relate to environmental matters or any material litigation or
     proceeding) or the general partner of Star Gas as from time to time may be
     requested by the holder of any Note.

Section 8.  Inspection.

     Each Obligor will permit or, in the case of Star Gas, cause the general
partner of Star Gas to permit any authorized representatives designated by a
Purchaser, so long as such Purchaser shall be entitled to purchase the Notes
under this Agreement or such Purchaser or such Purchaser's nominee shall be the
holder of any Notes, or by any other institutional holder of any Notes, to visit
and inspect any of the properties of either Obligor, any Restricted Subsidiary
and any other Subsidiary (to the extent relating to environmental or litigation
matters) and any properties of the general partner of Star Gas or of such
general partner's Subsidiaries relating to the Business, including the books of
account of the Obligors, the Restricted Subsidiaries, such other Subsidiaries,
the general partner of Star Gas and such general partner's Subsidiaries, and to
make copies and take extracts therefrom, and to discuss its and their affairs,
finances and accounts with its and their officers and (with reasonable notice)
independent public accountants (and by this provision each of the Obligors and
the general partner of Star Gas authorizes such accountants to discuss with such
representatives the affairs, finances and accounts of such Obligor, any
Restricted Subsidiary, such other Subsidiaries, the general partner of Star Gas
or any of such general partner's Subsidiaries, as the case may be), all at such
times and as often as may be requested, provided that the Obligors will bear the
expense for the foregoing if an Event of Default or Potential Event of Default
has occurred and is continuing.

                                      D-19
<PAGE>

Section 9.  Prepayment of Notes.

     Section 9.1.  Required Prepayments of the Notes. (a) On April 1, 2006
and on April 1, 2007, the Obligors will prepay $2,500,000 aggregate principal
amount of the Series A Notes (or such lesser principal amount of the Series A
Notes as shall at the time be outstanding), at the principal amount of the
Series A Notes so prepaid, without premium, together with interest accrued
thereon.  No acquisition of the Series A Notes by either Obligor or any of their
Affiliates shall relieve the Obligors from their obligation to make the required
prepayments provided for in this Section 9.1(a).

     (b)    The Series B Notes shall not be subject to a required prepayment
prior to the final maturity thereof.

     (c)    Any partial prepayment of the Notes pursuant to Section 9.2, 9.3 or
9.4 shall be applied pro rata to the Series A Notes and the Series B Notes then
outstanding to reduce (i) in the case of the Series A Notes, the prepayments
required under Section 9.1(a) pro rata and (ii) in the case of the Series B
Notes, the outstanding principal amount of the Series B Notes; provided that, in
the case of the Series A Notes, any amounts prepaid pursuant to Section 9.3 on
April 1, 2006 or April 1, 2007, may be applied first to satisfy the prepayment
required on such date under Section 9.1(a).

      (d)   On the maturity date of each series of Notes, the Obligors will pay
the then outstanding principal amount of such series of Notes together with
interest accrued thereon.

     Section 9.2.  Optional Prepayments of the Notes with Make Whole Amount. The
Notes shall be subject to prepayment, in whole at any time or from time to time
in part (in an amount of not less than $1,000,000), at the option of the
Obligors, upon notice as provided in Section 9.5 at 100% of the principal amount
of the Notes so prepaid plus interest thereon to the prepayment date and the
Make Whole Amount.

     Section 9.3.  Contingent Prepayments on Disposition of Property. If at any
time either Obligor or any of the Restricted Subsidiaries disposes of property
or such property shall be damaged, destroyed or taken in eminent domain or there
shall be title insurance proceeds with respect to such property, in any such
case, with the result that there are Excess Proceeds, and the Obligors do not
apply such Excess Proceeds in the manner described in Section
10.7(c)(iii)(B)(x), the Obligors shall prepay, upon notice as provided in
Section 9.5 (which notice shall be given not later than 180 days after the date
of such sale of property), a principal amount of the outstanding Notes equal to
the amount of such Excess Proceeds allocable to the Notes, determined by
allocating such Excess Proceeds pro rata among the holders of the Notes, the
2000 Notes, the 1998 Notes, the 1995 Notes and Parity Debt, if any, outstanding
on the date such prepayment is to be made together with the make-whole amounts,
if any, due with respect thereto, according to the aggregate then unpaid
principal amounts of the Notes (and the Make Whole Amount, if any, on the
principal amount of the Notes to be prepaid), the 2000 Notes, the 1998 Notes,
the 1995 Notes and Parity Debt (and any applicable make-whole amounts due with
respect thereto), respectively; provided, that if such Excess Proceeds are
received

                                      D-20
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

within 180 days of a scheduled prepayment of the Series A Notes pursuant to
Section 9.1(a), the Excess Proceeds allocable to the Series A Notes may first be
applied to such scheduled prepayment. If the Obligors shall have elected to
apply any portion of the Excess Proceeds in accordance with the proviso to the
immediately preceding sentence, the Obligors shall notify the holders of the
Series A Notes of such application within 5 days thereof. Each prepayment of
Notes pursuant to this Section 9.3 shall be made at 100% of the principal amount
of the Notes to be prepaid, plus interest thereon to the prepayment date plus,
to the extent the prepayment is not made in satisfaction of a required
prepayment in accordance with Section 9.1(a), the Make Whole Amount thereon.

     Section 9.4. Prepayment on Taking or Destruction. In the event that damage,
destruction or a taking shall occur in respect of all or a portion of the
properties subject to any of the Security Documents, or there shall be proceeds
under title insurance policies with respect to any real property, all Net
Insurance Proceeds (as defined in the Mortgages), self-insurance amounts, Net
Awards (as defined in the Mortgages) or title insurance proceeds which, as of
any date, shall not theretofore have been applied to the cost of Restoration (as
defined in the Mortgages) shall be deemed to be proceeds of property disposed of
voluntarily, shall be subject to the provisions of Section 10.7(c) and, if
subdivision (iii)(B)(y) of Section 10.7(c) is applicable thereto, shall be
subject to the prepayment provisions of Section 9.3.

     Section 9.5. Notice of Prepayments; Officers' Certificate. The Obligors
will give each holder of any Notes irrevocable written notice of each prepayment
under Section 9.2, 9.3 or 9.4 not less than 10 days and not more than 30 days
prior to the date fixed for such prepayment, in each case specifying such
prepayment date, the aggregate principal amount of the Notes and the principal
amount of each Note held by such holder to be prepaid and the Section under
which such prepayment is to be made. Notice of prepayment having been given as
aforesaid, the principal amount of the Notes specified in such notice, together
with interest thereon to the prepayment date and together with the Make Whole
Amount, if any, with respect thereto, shall become due and payable on such
prepayment date. The Obligors shall, on or before the day on which they provide
such written notice, give telephonic notice of the principal amount of the Notes
to be prepaid and the prepayment date to each holder of any Notes which shall
have designated a recipient of such notices in the Schedule of Purchasers
attached hereto or by notice in writing to the Obligors. Each holder of a Note
shall receive, on the Business Day immediately preceding the date scheduled for
any such prepayment, an Officers' Certificate from each of the Obligors
certifying that the conditions of the Section under which such prepayment is to
be made have been fulfilled and specifying the particulars of such fulfillment.
In the event that there shall have been a partial prepayment of the Notes under
Section 9.2, 9.3 or 9.4, the Obligors shall promptly give notice to the holders
of the Notes, accompanied by an Officers' Certificate from each of the Obligors
setting forth the principal amount of each of the Notes that was prepaid and
specifying how each such amount was determined and, in the case of the Series A
Notes, setting forth the reduced amount of each required prepayment thereafter
becoming due under Section 9.1(a), and certifying that such reduction has been
computed in accordance with Section 9.1(c).

                                      D-21
<PAGE>

     Section 9.6. Allocation of Partial Prepayments. Upon any partial prepayment
of the Notes, the principal amount so prepaid shall be allocated (in integral
multiples of $1,000 as nearly as practicable) to all Notes at the time
outstanding in proportion to the respective outstanding principal amounts
thereof not theretofore called for prepayment, with adjustments, to the extent
practicable, to compensate for any prior prepayments not made exactly in such
proportion.

     Section 9.7. Maturity; Surrender, Etc. In the case of each prepayment, the
principal amount of each Note to be prepaid shall mature and become due and
payable on the date fixed for such prepayment, together with interest on such
principal amount accrued to such date and the applicable Make Whole Amount, if
any. From and after such date, unless the Obligors shall fail to pay such
principal amount when so due and payable, together with the interest and Make
Whole Amount, if any, as aforesaid, interest on such principal amount shall
cease to accrue. Any Note paid or prepaid in full shall, after such payment or
prepayment in full, be surrendered to the Obligors and cancelled and shall not
be reissued, and no Note shall be issued in lieu of any prepaid principal amount
of any Note.

     Section 9.8. Acquisition of Notes. Neither of the Obligors nor the general
partner of Star Gas shall, nor shall either of the Obligors or the general
partner of Star Gas permit any of their respective Subsidiaries or Affiliates
to, prepay or otherwise retire in whole or in part prior to their stated final
maturity (other than by prepayment pursuant to Section 9.1, 9.2, 9.3 or 9.4 or
upon acceleration of such final maturity pursuant to Section 11), or purchase or
otherwise acquire, directly or indirectly, Notes held by any holder or any 2000
Notes, 1998 Notes, 1995 Notes or Parity Debt (other than pursuant to scheduled
prepayments in accordance with the terms of such Notes, the 2000 Notes, 1998
Notes, 1995 Notes or Parity Debt or any other prepayment of indebtedness
outstanding under the Bank Credit Facilities or any other Parity Debt of a
similar revolving nature). Any Notes prepaid or otherwise retired or purchased
or otherwise acquired by either of the Obligors, the general partner of Star Gas
or any of their respective Subsidiaries or Affiliates shall not be deemed to be
outstanding for any purpose under this Agreement.

Section 10.  Business and Financial Covenants of the Obligors.

          Each Obligor, jointly and severally, covenants that from the date of
this Agreement through the Closing and thereafter so long as any of the Notes
are outstanding:

     Section 10.1. Indebtedness. Neither Obligor will, nor will either Obligor
permit any Restricted Subsidiary to, directly or indirectly, create, incur,
assume or otherwise become or remain directly or indirectly liable with respect
to, any Indebtedness, except that:

               (a)  the Obligors may become and remain liable with respect to
          the Indebtedness evidenced by the 2000 Notes, the 1998 Notes, the 1995
          Notes and the Notes;

               (b)  Star Gas and the Restricted Subsidiaries may become and
          remain liable with respect to Funded Debt incurred by Star Gas and the
          Restricted Subsidiaries to

                                      D-22
<PAGE>

          finance the making of expenditures for the improvement or repair of or
          additions to the Assets, or to renew, refund, refinance or replace any
          such Funded Debt provided that (i) the aggregate principal amount of
          Funded Debt incurred under this Section 10.1(b) and outstanding at any
          time would not exceed the sum of $35,000,000 plus the aggregate amount
          of Capital Contributions made during the period from and after the
          date of Closing to and including the date such Funded Debt is
          incurred, and (ii) if such Funded Debt is to be secured under the
          Security Documents as provided in Section 10.2(i), the agreement or
          instrument pursuant to which such Funded Debt is incurred (A) contains
          no financial or business covenants that are more restrictive on the
          Obligors or their Subsidiaries than, or that are in addition to, those
          contained in this Section 10 (unless prior to or simultaneously with
          the incurrence of such Funded Debt this Agreement is amended to
          provide the benefits of such more restrictive covenants to the holders
          of the Notes) and (B) specifies no events of default (other than with
          respect to the payment of principal and interest on such Funded Debt
          or the accuracy of representations and warranties made in connection
          with such agreement or instrument) which are capable of occurring
          prior to the occurrence of the Events of Default specified in Section
          11 (unless prior to or simultaneously with the incurrence of such
          Funded Debt this Agreement is amended to provide the benefit of such
          events of default to the holders of the Notes);

               (c)  any Restricted Subsidiary may become and remain liable with
          respect to Indebtedness of such Restricted Subsidiary owing to Star
          Gas or to another Restricted Subsidiary, provided that such
          Indebtedness is created and is outstanding under an agreement or
          instrument pursuant to which such Indebtedness is subordinated to the
          Notes and to Indebtedness secured under the Security Documents at
          least to the extent provided in the subordination provisions set forth
          in Exhibit C and provided further that such Indebtedness is evidenced
          by an Intercompany Note pledged to the Trustee;

               (d)  Star Gas and the Restricted Subsidiaries may become and
          remain liable with respect to unsecured Indebtedness owing to the
          general partner of Star Gas or an Affiliate of the general partner of
          Star Gas, provided that (i) the aggregate principal amount of such
          Indebtedness of Star Gas and the Restricted Subsidiaries outstanding
          at any time shall not be in excess of $10,000,000 plus Star/Petro
          Intercompany Subordinated Debt and (ii) such Indebtedness is created
          and is outstanding under an agreement or instrument pursuant to which
          such Indebtedness is subordinated to the Notes and to Indebtedness
          secured under the Security Documents at least to the extent provided
          in the subordination provisions set forth in Exhibit C.

               (e)  Star Gas may become and remain liable with respect to
          Indebtedness incurred under the Bank Credit Facilities, provided that

                    (i)   the Initial Acquisition Facility will be in an
               aggregate principal amount not in excess of $25,000,000
               outstanding at any time, and

                    (ii)  in respect of the Working Capital Facility:

                                      D-23
<PAGE>

                         (1)  there shall be a period of at least 30 consecutive
                    days during each fiscal year of Star Gas on each day of
                    which there shall be no such Indebtedness outstanding under
                    the Working Capital Facility,

                         (2)  the aggregate principal amount of loans in respect
                    of the Working Capital Facility at any time outstanding
                    thereunder plus any Tranche A Letter of Credit Exposure (or
                    similar exposure under letters of credit) in respect of the
                    Working Capital Facility (collectively, the "Exposure")
                    shall not be in excess of $24,000,000;

                         (3)  on the date the Exposure exceeds $18,000,000 and
                    on each day thereafter until the date the Exposure no longer
                    exceeds $18,000,000 (x) the ratio of Consolidated Cash Flow
                    to Consolidated Interest Expense will be greater than 2.0 to
                    1.0, (y) the Exposure shall not exceed the Borrowing Base
                    except that, for purposes hereof, the percentage in respect
                    of Eligible Commodities Inventory included in the definition
                    of Loan Value of Eligible Commodities Inventory shall be
                    80%, and (z) Star Gas will deliver a Borrowing Base
                    Certificate to each holder of a Note at the same time it
                    delivers a Borrowing Base Certificate to the Agent or to any
                    Bank under the Bank Credit Facilities;

                    (for purposes of this subdivision (e), the terms Borrowing
                    Base, Borrowing Base Certificate, Loan Value of Eligible
                    Commodities Inventory, Tranche A Letter of Credit Exposure
                    and any other capitalized term used by reference in any of
                    the foregoing shall have the meanings specified in the Bank
                    Credit Facilities as in effect on the date of the Closing);

               (f)  Star Gas and the Restricted Subsidiaries may become and
          remain liable with respect to Indebtedness, in addition to that
          otherwise permitted by the foregoing subdivisions of this Section
          10.1, if on the date Star Gas or any Restricted Subsidiary becomes
          liable with respect to any such additional Indebtedness and
          immediately after giving effect thereto and to the substantially
          concurrent repayment of any other Indebtedness (i) the ratio of
          Consolidated Cash Flow to Consolidated Pro Forma Debt Service is
          greater than 2.50 to 1.0 and (ii) the ratio of Consolidated Cash Flow
          to Maximum Consolidated Pro Forma Debt Service is greater than 1.25 to
          1.0, provided that, in addition to the foregoing, if such Indebtedness
          is Funded Debt incurred by Star Gas or any Restricted Subsidiary to
          finance the making of expenditures for the improvement or repair of or
          additions to the Assets, and if such Indebtedness is to be secured
          under the Security Documents as provided in Section 10.2(i), such
          Indebtedness shall be incurred pursuant to an agreement or instrument
          which complies with the requirements set forth in clause (ii) of the
          proviso to Section 10.1(b);

               (g)  [Intentionally omitted.]

                                      D-24
<PAGE>

               (h)  Star Gas and any Restricted Subsidiary may become and remain
          liable with respect to pre-existing Indebtedness relating to any
          Person, business or assets acquired by Star Gas or such Restricted
          Subsidiary, as the case may be, provided that (1) no condition or
          event shall exist which constitutes an Event of Default or Potential
          Event of Default, (2) such Indebtedness was not incurred in
          anticipation of the acquisition of such Person, business or assets and
          (3) after giving effect to such Person becoming a Restricted
          Subsidiary, or the acquisition of such business or assets, Star Gas or
          such Restricted Subsidiary could incur at least $1 of additional
          Indebtedness in compliance with the requirements set forth in clause
          (ii) of Section 10.1(f);

               (i)  so long as no Event of Default or Potential Event of Default
          has occurred and is continuing, Star Gas and the Restricted
          Subsidiaries may become and remain liable with respect to Indebtedness
          evidenced by Funded Debt incurred for any refinancing, refunding, or
          replacement of Indebtedness permitted pursuant to subdivisions (a) and
          (e)(i) of this Section 10.1 (any such refinancing, refunding, or
          replacement of Funded Debt originally incurred pursuant to Section
          10.1(e)(i) shall be referred to as "Refinanced Acquisition Debt"),
          provided that (i) the aggregate principal amount of such Funded Debt
          shall not exceed the aggregate principal amount of such outstanding
          Indebtedness being refinanced, refunded or replaced together with any
          accrued interest and Make Whole Amount with respect thereto, (ii) at
          the time of such refinancing, refunding, or replacement of such Funded
          Debt and after giving effect thereto, the ratio of Consolidated Cash
          Flow to Consolidated Interest Expenses shall exceed 2.25 to 1.0, (iii)
          the maturity date of such Funded Debt shall not be sooner than the
          maturity date of such Indebtedness being refinanced, refunded or
          replaced, and (iv) such Funded Debt shall be secured on a pari passu
          basis with the Indebtedness secured by the Security Documents;

               (j)  so long as no Event of Default or Potential Event of Default
          has occurred and is continuing, Star Gas and the Restricted
          Subsidiaries may become and remain liable with respect to unsecured
          Indebtedness incurred for any extension, renewal, refunding or
          replacement of Indebtedness permitted pursuant to subdivisions (a),
          (b), (e), (f) and (h) of this Section 10.1, or other unsecured
          Indebtedness permitted by this Section 10.1, provided that (i) the
          principal amount of such unsecured Indebtedness to be incurred shall
          not exceed the principal amount of such Indebtedness or such unsecured
          Indebtedness being extended, renewed or refunded together with any
          accrued interest and Make Whole Amount with respect thereto and (ii)
          the maturity date of such unsecured Indebtedness shall not be sooner
          than the maturity date of such Indebtedness being extended, renewed or
          refunded;

               (k)  any Restricted Subsidiary may become and remain liable with
          respect to Indebtedness evidenced by the Security Documents; and

               (l)  Star Gas may become and remain liable with respect to
          unsecured Indebtedness owing to a Seller in connection with the
          acquisition of an Acquired Business Entity from such Seller, provided
          that (i) the aggregate principal amount of such

                                      D-25
<PAGE>

          Indebtedness of Star Gas at any time shall not exceed $5,000,000, and
          (ii) the aggregate EBITDA generated by such Acquired Business Entity
          for so long as such Indebtedness is outstanding shall exceed the
          aggregate amount of all principal and interest that will become due
          and payable on such Indebtedness until such Indebtedness is repaid in
          full.

          Notwithstanding the foregoing, the aggregate principal amount of all
Indebtedness of all Restricted Subsidiaries at any time outstanding (other than
Indebtedness permitted by Section 10.1(k)) shall not exceed $10 million plus
Star/Petro Intercompany Subordinated Debt.  For the purpose of this Section
10.1, any Person becoming a Restricted Subsidiary after the date of this
Agreement shall be deemed to have become liable with respect to all of its then
outstanding Indebtedness at the time it becomes a Restricted Subsidiary, and any
Person extending, renewing or refunding any Indebtedness shall be deemed to have
become liable with respect to such Indebtedness at the time of such extension,
renewal or refunding.  Star Gas or any Restricted Subsidiary shall be deemed to
have become liable with respect to any Indebtedness securing any real property
acquired by Star Gas or such Restricted Subsidiary, as the case may be, at the
time of such acquisition.

     Section 10.2. Liens, Etc. Neither Obligor will, nor will either Obligor
permit any Restricted Subsidiary to, directly or indirectly create, incur,
assume or permit to exist any Lien on or with respect to any property or asset
(including any document or instrument in respect of goods or accounts
receivable) of such Obligor or any Restricted Subsidiary, whether now owned or
held or hereafter acquired, or any income or profits therefrom (whether or not
provision is made for the equal and ratable securing of the Notes in accordance
with the provisions of Section 10.17), except:

               (a)  Liens for taxes, assessments or other governmental charges
          the payment of which is not at the time required by Section 10.9;

               (b)  Liens of landlords and carriers, vendors, warehousemen,
          mechanics, materialmen, repairmen and other like Liens incurred in the
          ordinary course of business for sums not yet due or the payment of
          which is not at the time required by Section 10.9, in each case not
          incurred or made in connection with the borrowing of money, the
          obtaining of advances or credit or the payment of the deferred
          purchase price of property;

               (c)  Liens (other than any Lien imposed by ERISA) incurred or
          deposits made in the ordinary course of business (i) in connection
          with workers' compensation, unemployment insurance and other types of
          social security, or (ii) to secure (or to obtain letters of credit
          that secure) the performance of tenders, statutory obligations, surety
          and appeal bonds, bids, leases, performance bonds, purchase,
          construction or sales contracts and other similar obligations, in each
          case not incurred or made in connection with the borrowing of money,
          the obtaining of advances or credit or the payment of the deferred
          purchase price of property;

               (d)  any attachment or judgment Lien, unless the judgment it
          secures shall not, within 60 days after the entry thereof, have been
          discharged or execution thereof stayed

                                      D-26
<PAGE>

          pending appeal, or shall not have been discharged within 60 days after
          expiration of any such stay;

               (e)  leases or subleases granted to others, easements, rights-of-
          way, restrictions and other similar charges or encumbrances, which, in
          each case, are granted, entered into or created in the ordinary course
          of the business of Star Gas or any Subsidiary and which do not
          interfere with the ordinary conduct of the business of Star Gas or any
          Subsidiary;

               (f)  Liens on property or assets of any Restricted Subsidiary
          securing Indebtedness of such Restricted Subsidiary owing to Star Gas
          or any other Restricted Subsidiary;

               (g)  Liens existing on the Assets at the time of the acquisition
          thereof by Star Gas and described in Schedule 10.2;

               (h)  Liens created by any of the Security Documents;

               (i)  Liens created by any of the Security Documents securing
          Indebtedness incurred in accordance with Section 10.1(b) or, to the
          extent incurred to finance the making of capital improvements, repairs
          and additions to Star Gas's Assets, Section 10.1(f) (but only to the
          extent it complies with the requirements thereof), provided that (1)
          such Liens are effected through an amendment to the Security Documents
          to the extent necessary to provide the holders of such Indebtedness
          equal and ratable security in the property and assets subject to the
          Security Documents with the holders of the Notes and of other
          Indebtedness secured under the Security Documents as provided in
          Section 10.1(b) or 10.1(f), (2) the Security Documents are amended to
          the extent necessary to extend the Lien thereof to any property or
          assets acquired or otherwise financed with the proceeds of such
          Indebtedness, (3) Star Gas has delivered to the Trustee an Officers'
          Certificate demonstrating that the principal amount of such
          Indebtedness does not exceed the lesser of the cost to Star Gas of
          such property or assets and the fair market value of such property or
          assets (as determined in good faith by the general partner of Star
          Gas), that such incurrence of Indebtedness pursuant to Section 10.1(b)
          or 10.1(f), as the case may be, complies in all respects with the
          requirements of such Section and that the amendments to the Security
          Documents required by this Section 10.2(i) and the filing and
          recordation of such amendments and related supplements will not have a
          Material Adverse Effect, and (4) Star Gas has delivered to the Trustee
          an opinion of counsel reasonably satisfactory to the Trustee to the
          effect that the Lien of the Security Documents has attached and is
          perfected with respect to such additional property and assets;

               (j)  Liens existing on any property of any Person at the time it
          becomes a Restricted Subsidiary, or existing prior to the time of
          acquisition (and not created in anticipation of such acquisition) upon
          any property acquired by Star Gas or any Restricted Subsidiary through
          purchase, merger or consolidation or otherwise, whether or not assumed
          by Star Gas or such Restricted Subsidiary, or created to secure
          Indebtedness

                                      D-27
<PAGE>

          incurred under Section 10.1(f) to pay all or any part of the purchase
          price ("Purchase Money Lien") of property acquired by Star Gas or a
          Restricted Subsidiary, provided that (i) any such Lien shall be
          confined solely to the item or items of property so acquired and, if
          required by the terms of the instrument originally creating such Lien,
          other property which is an improvement to or is acquired for specific
          use in connection with such acquired property, (ii) such item or items
          of property so acquired (other than property (which may include stock
          or other equity interests) subject to Liens existing prior to the time
          of acquisition and not created in anticipation of such acquisition)
          are not required to become part of the Mortgaged Property under the
          terms of the Security Documents, (iii) the principal amount of the
          Indebtedness secured by any such Lien shall at no time exceed an
          amount equal to the lesser of (A) the cost of such property to Star
          Gas or such Restricted Subsidiary, as the case may be, and (B) the
          fair market value of such property (as determined in good faith by the
          general partner of Star Gas) at the time such Person owning such
          property becomes a Restricted Subsidiary or at the time of such
          acquisition by Star Gas or such Restricted Subsidiary, as the case may
          be, (iv) any such Purchase Money Lien shall be created not later than
          90 days after, in the case of property, its acquisition, or, in the
          case of improvements, their completion and (v) any such Lien (other
          than a Purchase Money Lien) shall not have been created or assumed in
          contemplation of such Person's becoming a Restricted Subsidiary or
          such acquisition of property by Star Gas or any Subsidiary;

               (k)  Liens in amounts not exceeding $100,000 incurred, required
          or provided for under state law in connection with self-insurance
          arrangements;

               (l)  Liens arising from or constituting Permitted Encumbrances;
          and

               (m)  any Lien renewing, extending or refunding any Lien permitted
          by the foregoing subdivisions of this Section 10.2, provided that (i)
          the Indebtedness secured by any such Lien shall not exceed the amount
          of such Indebtedness outstanding immediately prior to the renewal,
          extension or refunding of such Lien, (ii) no Assets encumbered by any
          such Lien other than the Assets encumbered immediately prior to such
          renewal, extension or refunding shall be encumbered thereby and (iii)
          the maturity date of the Indebtedness secured by any such Lien shall
          not be sooner than the maturity date of such Indebtedness outstanding
          immediately prior to the renewal, extension or refunding of such Lien.

     Section 10.3. Investments, Guaranties, Etc. Neither Obligor will, nor will
either Obligor permit any Restricted Subsidiary to, directly or indirectly (i)
make or own any Investment in any Person, or (ii) create or become liable with
respect to any Guaranty, except:

               (a)  Star Gas or any Restricted Subsidiary may make and own
          Investments in:

                    (1)  marketable obligations issued or unconditionally
               guaranteed by the United States of America, or issued by any
               agency thereof and backed by the full

                                      D-28
<PAGE>

               faith and credit of the United States, in each case maturing
               within one year from the date of acquisition thereof,

                    (2)  marketable direct obligations issued by any state of
               the United States of America or any political subdivision of any
               such state or any public instrumentality thereof maturing within
               one year from the date of acquisition thereof and having as at
               any date of determination the highest generic rating obtainable
               from either Standard & Poor's Ratings Group or Moody's Investors
               Service, Inc.,

                    (3)  commercial paper maturing no more than 270 days from
               the date of creation thereof and having as at any date of
               determination one of the two highest generic ratings obtainable
               from either Standard & Poor's Ratings Group or Moody's Investors
               Service, Inc.,

                    (4)  certificates of deposit maturing one year or less from
               the date of acquisition thereof issued by commercial banks
               incorporated under the laws of the United States of America or
               any state thereof or the District of Columbia or Canada, (A) the
               commercial paper or other short-term unsecured debt obligations
               of which are rated either A-2 or better (or comparably if the
               rating system is changed) by Standard & Poor's Ratings Group or
               Prime-2 or better (or comparably if the rating system is changed)
               by Moody's Investors Service, Inc. or (B) the long-term debt
               obligations of which are rated either AA- or better (or
               comparably if the rating system is changed) by Standard & Poor's
               Ratings Group or Aa3 or better (or comparably if the rating
               system is changed) by Moody's Investors Service, Inc. ("Permitted
               Banks"),

                    (5)  bankers' acceptances eligible for rediscount under
               requirements of The Board of Governors of the Federal Reserve
               System and accepted by Permitted Banks, and

                    (6)  obligations of the type described in clause (1), (2),
               (3) or (4) above purchased from a securities dealer designated as
               a "primary dealer" by the Federal Reserve Bank of New York or
               from a Permitted Bank as counterparty to a written repurchase
               agreement obligating such counterparty to repurchase such
               obligations not later than 14 days after the purchase thereof and
               which provides that the obligations which are the subject thereof
               are held for the benefit of Star Gas or a Subsidiary by a
               custodian which is a Permitted Bank and which is not a
               counterparty to the repurchase agreement in question;

               (b)  Star Gas and any Restricted Subsidiary may make and own
          Investments in any Restricted Subsidiary or Investments in capital
          stock of, or other equity interests in, any Person which
          simultaneously therewith becomes a Restricted Subsidiary, and any
          Restricted Subsidiary may make and permit to be outstanding
          Investments in Star Gas

                                      D-29
<PAGE>

          and may create or become liable with respect to any Guaranty in
          respect of the Obligors' obligations under the Notes, the 2000 Notes,
          the 1998 Notes and the 1995 Notes;

               (c)(i)   Star Gas or any Restricted Subsidiary may make and own
          Investments in the capital stock of, or joint venture, partnership or
          other equity interests in, or may make contributions to capital in the
          ordinary course of business in any Unrestricted Subsidiary, except
          Petro Holdings, if immediately after giving effect to the making of
          any such Investment, (A) the aggregate amount of all such Investments
          made and outstanding pursuant to this subdivision (c) shall not at any
          time exceed $15,000,000 and (B) the aggregate amount of all
          Investments made and outstanding pursuant to this subdivision (c)(i)
          as at the end of any fiscal quarter of Star Gas shall not exceed by
          more than $5,000,000 the amount of such Investments outstanding as at
          the end of the corresponding fiscal quarter of the immediately
          preceding fiscal year of Star Gas, in the case of both clauses (A) and
          (B) of this subdivision (c)(i), disregarding any such investment which
          on the date of determination could be made pursuant to subdivision (b)
          of this Section 10.3 and net of cash distributions received from all
          Unrestricted Subsidiaries, excluding Petro Holdings, for such period;
          and

                  (ii)  Star/Petro may make and own Investments in Petro
          Holdings, but only with the Public Partnership Restricted Proceeds;

                  (d)   Star Gas or any Restricted Subsidiary may make and own
          Investments (i) constituting trade credits or advances to any Person
          incurred in the ordinary course of business, (ii) arising out of loans
          and advances to employees for travel, entertainment and relocation
          expenses, in each case incurred in the ordinary course of business or
          (iii) acquired by reason of the exercise of customary creditors'
          rights upon default or pursuant to the bankruptcy, insolvency or
          reorganization of a debtor;

                  (e)   Star Gas or any Restricted Subsidiary may create or
          become liable with respect to any Guaranty constituting an obligation,
          warranty or indemnity, not guaranteeing Indebtedness of any Person,
          which is undertaken or made in the ordinary course of business;

                  (f)   Star Gas may create and become liable with respect to
          any Interest Rate Agreements; and

                  (g)   Star Gas may create and become liable with respect to
          Commodity Hedging Agreements.

     Section 10.4. Restricted Payments. (a) Star Gas will not directly or
indirectly declare, order, pay, make or set apart any sum for any Restricted
Payment, except that Star Gas may make, pay or set apart once within 45 days
from the last day of each calendar quarter a Restricted Payment if (i) such
Restricted Payment is in an amount not exceeding Available Cash, (ii) prior to
and immediately after giving effect to any such proposed action no condition or
event shall exist which constitutes an Event of Default or Potential Event of
Default under Section 11(b),

                                      D-30
<PAGE>

(iii) the ratio of Consolidated Cash Flow to Consolidated Interest Expense is
greater than 1.75 to 1.00, and (iv) Star Gas shall have given to each holder of
a Note written notice thereof on the date such Restricted Payment is declared,
which date shall be at least 10 days prior to the date such Restricted Payment
is made. Star Gas will not, in any event directly or indirectly declare, order,
pay or make any Restricted Payment except in cash.

        (b)   Notwithstanding 10.4(a) above, Star Gas may make, pay or set apart
once within 45 days from the last day of each calendar quarter a Restricted
Payment in an amount equal to the amount of dividends or distributions actually
received in cash indirectly from Petro Holdings within 45 days from the last day
of such calendar quarter, provided that the following conditions are met: (i)
prior to and immediately after giving effect to any such proposed action, no
condition or event shall exist which constitutes an Event of Default or
Potential Event of Default under Section 11(b), (ii) the ratio of Consolidated
Cash Flow plus dividends/distributions from Petro Holdings to Consolidated
Interest Expense is greater than 1.75 to 1.00, and (iii) Star Gas shall have
given to each holder of a Note written notice thereof on the date such
Restricted Payment is declared, which date shall be at least 10 days prior to
the date such Restricted Payment is made. Star Gas will not, in any event,
directly or indirectly declare, order, pay or make any Restricted Payment except
in cash.

        (c)   Notwithstanding any other provision of the Star/Petro Intercompany
Subordinated Note, (i) until all amounts due under the Notes and this Agreement
shall have been paid in full, no principal payment on the Star/Petro
Intercompany Subordinated Note may be made, except (A) if the proceeds used for
such repayment have been received from the proceeds of capital contributions or
equity investments indirectly made by the Public Partnership in Star/Petro and
(B) prior to and immediately after giving effect to any such prepayment no
condition or event shall exist which constitutes an Event of Default or
Potential Event of Default; and (ii) no interest payment shall be payable on the
Star/Petro Intercompany Subordinated Debt, unless (A) the ratio of Consolidated
Cash Flow to Consolidated Interest Expense is greater than 2.0 to 1.0 for the
most recent four quarter period ending prior to the time of such payment and (B)
prior to and immediately after giving effect to any such interest payment, no
condition or event shall exist which constitutes an Event of Default or
Potential Event of Default.

      Section 10.5.  Transactions with Affiliates. Neither Obligor will, nor
will either Obligor permit any Restricted Subsidiary to, directly or indirectly,
engage in any transaction with any Affiliate of Star Gas, including, without
limitation, the purchase, sale or exchange of assets or the rendering of any
service, except pursuant to the reasonable requirements of Star Gas's or such
Restricted Subsidiary's business and upon fair and reasonable terms that are no
less favorable to Star Gas or such Restricted Subsidiary, as the case may be,
than those which might be obtained in an arm's-length transaction at the time
such transaction is agreed upon from Persons which are not such an Affiliate,
provided that the foregoing limitations and restrictions shall not apply to any
transaction between Star Gas and any Restricted Subsidiary or between Restricted
Subsidiaries.

      Section 10.6.  Subsidiary Stock and Indebtedness. Neither Obligor will:

                                     D-31
<PAGE>

            (a)  directly or indirectly sell, assign, pledge or otherwise
     dispose of any Indebtedness of or any shares of stock or similar interests
     of (or warrants, rights or options to acquire stock or similar interests
     of) any Subsidiary, except to a Restricted Subsidiary;

            (b)  permit any Restricted Subsidiary directly or indirectly to
     sell, assign, pledge or otherwise dispose of any Indebtedness of (i) Star
     Gas or (ii) any other Restricted Subsidiary, or any shares of stock or
     similar interests of (or warrants, rights or options to acquire stock or
     similar interests of) any other Subsidiary, except to, in the case of
     clause (i), Star Gas or, in all other cases, a Restricted Subsidiary;

            (c)  permit any Restricted Subsidiary to have outstanding any shares
     of stock or similar interests which are preferred over any other shares of
     stock or similar interests owned by Star Gas unless such shares of
     preferred stock or similar interests are owned by Star Gas; or

            (d)  permit any Subsidiary directly or indirectly to issue or sell
     (including, without limitation, in connection with a merger or
     consolidation of a Restricted Subsidiary otherwise permitted by Section
     10.7(a)) any shares of its stock or similar interests (or warrants, rights
     or options to acquire its stock or similar interests) except to Star Gas or
     a Restricted Subsidiary;

provided that, (i) any Restricted Subsidiary may sell, assign or otherwise
dispose of Indebtedness of Star Gas if, assuming such Indebtedness were incurred
immediately after such sale, assignment or disposition, such Indebtedness would
be permitted under Section 10.1 (and if such Indebtedness is secured, such Lien
would be permitted pursuant to Section 10.2) and (ii) subject to compliance with
Section 10.7(c), all Indebtedness and shares of stock or partnership interests
of any Restricted Subsidiary owned by Star Gas may be simultaneously sold as an
entirety for a cash consideration at least equal to the fair value thereof (as
determined in good faith by the general partner of Star Gas) at the time of such
sale if such Restricted Subsidiary does not at the time own (A) any Indebtedness
of Star Gas (other than Indebtedness which, if incurred immediately after such
transaction, would be permitted under Section 10.1) or (B) any Indebtedness,
stock or other interest in any other Restricted Subsidiary which is not also
being simultaneously sold as an entirety in compliance with this proviso or
Section 10.7(b)(ii).

      Section 10.7.  Consolidation, Merger, Sale of Assets, Etc. Neither Obligor
will, nor will either Obligor permit any Restricted Subsidiary to, directly or
indirectly,

            (a)   consolidate with or merge into any other Person or permit any
     other Person to consolidate with or merge into it, except that:

                  (i)  any Restricted Subsidiary may consolidate with or merge
          into Star Gas or, except in the case of Star/Petro, another Restricted
          Subsidiary if, in the case of a consolidation with or merger into Star
          Gas, Star Gas shall be the surviving Person and if, immediately after
          giving effect to such transaction, no

                                     D-32
<PAGE>

          condition or event shall exist which constitutes an Event of Default
          or Potential Event of Default; and

                  (ii)   any entity (other than a Restricted Subsidiary) may
          consolidate with or merge into Star Gas or a Restricted Subsidiary if
          Star Gas or such Restricted Subsidiary, as the case may be, shall be
          the surviving Person and if, immediately after giving effect to such
          transaction, (A) Star Gas (1) shall not have a Consolidated Net Worth
          (determined in accordance with GAAP applied on a basis consistent with
          the financial statements of Star Gas most recently delivered pursuant
          to Section 7(b)) of less than the Consolidated Net Worth of Star Gas
          immediately prior to the effectiveness of such transaction, (2) shall
          not be liable with respect to any Indebtedness or allow its property
          to be subject to any Lien which it could not become liable with
          respect to or allow its property to become subject to under this
          Agreement on the date of such transaction, and (3) could incur, if the
          consolidating or merging entity has outstanding Indebtedness, at least
          $1 of additional Indebtedness in compliance with Section 10.1(f) after
          giving effect to such transaction, (x) substantially all of the assets
          of Star Gas and the Restricted Subsidiaries shall be located and
          substantially all of their business shall be conducted within the
          continental United States, (B) no condition or event shall exist which
          constitutes an Event of Default or Potential Event of Default and (C)
          at the expense of the Obligors, the Notes are promptly, but in any
          event within 20 Business Days from the date of such transaction, re-
          rated by an Approved Rating Agency; and

                  (iii)  Star Gas may consolidate with or merge into any other
          entity if (A) the surviving entity is a corporation or limited
          partnership organized and existing under the laws of the United States
          of America or a state thereof or the District of Columbia, with
          substantially all of its properties located and its business conducted
          within the continental United States, (B) such corporation or limited
          partnership expressly and unconditionally assumes the obligations of
          Star Gas under this Agreement, each of the other Operating Agreements
          and the Notes, and delivers to each holder of a Note at the time
          outstanding in connection with such assumption an opinion of counsel
          reasonably satisfactory to the Required Holders with respect to such
          matters incident to such assumption as may be reasonably requested by
          such holders, including, without limitation, as to the due
          authorization and execution of the related agreement of assumption and
          the enforceability of such agreement against such corporation or
          partnership, (C) immediately after giving effect to such transaction,
          such corporation or limited partnership (1) shall not have a
          Consolidated Net Worth (determined in accordance with GAAP applied on
          a basis consistent with the financial statements of Star Gas most
          recently delivered pursuant to Section 7(b)) of less than the
          Consolidated Net Worth of Star Gas immediately prior to the
          effectiveness of such transaction, (2) shall not be liable with
          respect to any Indebtedness or allow its property to be subject to any
          Lien which it could not become liable with respect to or allow its
          property to become subject to under this Agreement on the

                                     D-33
<PAGE>

          date of such transaction and (3) could incur at least $1 of additional
          Indebtedness in compliance with Section 10.1(f) after giving effect to
          such transaction, (D) immediately after giving effect to such
          transaction no condition or event shall exist which constitutes an
          Event of Default or a Potential Event of Default and (E) at the
          expense of the Obligors, the Notes are promptly, but in any event
          within 20 Business Days from the date of such transaction, re-rated by
          an Approved Rating Agency; or

          (b)  sell, lease, abandon or otherwise dispose of all or substantially
     all its assets, except that:

                  (i)    any Restricted Subsidiary may sell, lease or otherwise
          dispose of all or substantially all its assets to Star Gas or, except
          in the case of Star/Petro, to another Restricted Subsidiary; and

                  (ii)   Star Gas may sell, lease or otherwise dispose of all or
          substantially all its assets to any corporation or limited partnership
          into which Star Gas could be consolidated or merged in compliance with
          subdivision (a)(iii) of this Section 10.7, provided that (A) each of
          the conditions set forth in such subdivision (a)(iii) shall have been
          fulfilled, and (B) no such disposition shall relieve Star Gas from its
          obligations under this Agreement, the other Operative Agreements or
          the Notes; or

          (c)  sell, lease abandon or otherwise dispose of any property to any
     Person other than Star Gas or any Restricted Subsidiary (except in a
     transaction permitted by subdivision (a)(iii) or (b)(ii) of this Section
     10.7 or an abandonment or other disposition of Inventory in the ordinary
     course of business) unless:

               (i)   at least 80% of the consideration therefor shall be in the
          form of cash consideration,

               (ii)  immediately after giving effect to such proposed
          disposition no condition or event shall exist which constitutes an
          Event of Default or Potential Event of Default,

               (iii) either

                     (A)  the aggregate net proceeds of all property so disposed
               of (whether or not leased back) by Star Gas and all Restricted
               Subsidiaries during the current fiscal year (including property
               disposed of through dispositions of shares pursuant to Section
               10.6 or sales of assets pursuant to Section 10.7(b) and including
               all proceeds under title insurance policies with respect to real
               property and all Net Insurance Proceeds (as defined in the
               Mortgages), self-insurance amount and Net Awards (as defined in
               the Mortgages) with respect to property lost as a result of
               damage, destruction

                                     D-34
<PAGE>

               or a taking which have not been applied to the cost of
               Restoration (as defined in the Mortgages)), less the amount of
               all such net proceeds previously applied in accordance with
               subdivision (iii)(B) of this Section 10.7(c) and the amount of
               such net proceeds equal to the purchase price of any assets
               acquired to the extent that (1) such assets were acquired within
               180 days prior to the date of such disposal of property, (2) the
               purchase price of such assets was not previously applied to
               reduce the amount of net proceeds of property disposed of under
               this Section 10.7(c), (3) such assets were acquired for
               subsequent replacement of the property so disposed of or may be
               productively used in the United States in the conduct of the
               Business, (4) such assets are subject to the Lien of the Security
               Documents, and (5) to the extent such assets were acquired (in
               whole or in part) with borrowed money, such borrowing has been
               repaid in full, (x) shall not exceed $5,000,000 during such
               fiscal year and (y) when aggregated with such net proceeds of all
               prior transactions under this Section 10.7(c), shall not exceed
               $15,000,000; or

                    (B)  in the event that such net proceeds (less the amount
               thereof previously applied in accordance with this subdivision
               (iii)(B) and the amount thereof equal to the purchase price of
               any assets acquired to the extent that (1) such assets were
               acquired within 180 days prior to the date of such disposal of
               property, (2) the purchase price of such assets was not
               previously applied to reduce the amount of net proceeds of
               property disposed of under this Section 10.7(c), (3) such assets
               were acquired for subsequent replacement of the property so
               disposed of or may be productively used in the United States in
               the conduct of the Business, (4) such assets are subject to the
               Lien of the Security Documents, and (5) to the extent such assets
               were acquired (in whole or in part) with borrowed money, such
               borrowing has been repaid in full) during the current fiscal year
               exceed $5,000,000 or, when aggregated with such net proceeds of
               all prior transactions under this Section 10.7(c), exceed
               $15,000,000 (the larger amount of such excess net proceeds
               actually realized being herein called "Excess Proceeds"), Star
               Gas shall promptly pay over to the Trustee under the Trust
               Agreement such Excess Proceeds not at the time held by the
               Trustee for application by the Trustee (x) within 180 days of the
               date of the disposal or loss of property to the acquisition of
               assets in replacement of the property so disposed of or lost or
               of assets which may be productively used in the United States in
               the conduct of the Business (and such newly acquired assets shall
               be subjected to the Lien of the Security Documents) or to the
               cost of Restoration (as defined in the Mortgages), or (y) to the
               extent of Excess Proceeds not applied pursuant to the immediately
               preceding clause (x), to the payment and/or prepayment of the
               Notes, the 2000 Notes, the 1998 Notes, the 1995 Notes and Parity
               Debt, if any, pursuant to Section 9.1 and/or 9.3, all as provided
               in Section 4(d) of the Trust Agreement and such Section 9.1
               and/or 9.3, and the
                                     D-35
<PAGE>

               Trustee shall have received an Officers' Certificate from the
               general partner of Star Gas certifying that the consideration
               received for such property is at least equal to its fair value
               (as determined in good faith by the general partner of Star Gas)
               and that such consideration has been applied in accordance with
               the terms of this Agreement, and

               (iv)  in the case of any sale, lease or other disposition of
          Mortgaged Property which includes real property (or any interest
          therein), or any sale, lease or other disposition of Mortgaged
          Property resulting in the aggregate net proceeds of all such sales,
          leases or other dispositions exceeding $10,000,000, the Trustee shall
          have received an Officers' Certificate from the general partner of
          Star Gas certifying that such sale, lease or other disposition is in
          the best interest of Star Gas and will not have a Material Adverse
          Effect.

     Notwithstanding the foregoing, Star Gas and any Restricted Subsidiary may
sell or dispose of (i) real property assets sold or disposed of within 12 months
of the acquisition of such assets, and (ii) all other assets sold or disposed of
within 6 months of the acquisition of such assets, in each case constituting a
portion of an acquired business, if (y) such assets are specifically designated
to the holders of any Notes in writing prior to such acquisition as assets to be
disposed of, and (z) the Trustee shall have received an Officers' Certificate
from the general partner of Star Gas certifying that the consideration received
for such property is at least equal to its fair value (as determined in good
faith by the general partner of Star Gas).  Such sales under this paragraph will
not be applied towards the annual or cumulative limitations in subdivision (c)
of this Section 10.7.  The holders of Notes agree to take all actions necessary
to cause dispositions of Mortgaged Property made in compliance with this Section
10.7 to be made free and clear of the Liens created by the Security Documents.

     Section 10.8.  Partnership or Corporate Existence, Etc.; Business. (a) (i)
Star Gas will at all times preserve and keep in full force and effect its
partnership existence and (subject to the provisions of subdivision (b) of this
Section 10.8) its status as a partnership not taxable as a corporation for
Federal income tax purposes; (ii) Star/Petro will at all times keep in full
force and effect its corporate existence; (iii) each Obligor will cause each
Restricted Subsidiary to keep in full force and effect its partnership or
corporate existence; and (iv) each Obligor will, and each Obligor will cause
each Restricted Subsidiary to, at all times preserve and keep in full force and
effect all of its material rights and franchises (in each case except as
otherwise specifically permitted in Sections 10.6 and 10.7 and except that the
partnership or corporate existence of any Restricted Subsidiary (other than
Star/Petro), and any right or franchise of Star Gas or any Restricted
Subsidiary, may be terminated if, in the good faith judgment of the general
partner of Star Gas, such termination is in the best interest of Star Gas, is
not disadvantageous to the holders of the Notes in any material respect and
would not have a Material Adverse Effect).

      (b)  Star Gas shall not be obligated to preserve its status as a
partnership not taxable as a corporation for Federal income tax purposes if (i)
Star Gas's failure to preserve such status shall be the result of an amendment
to the tax laws enacted by the Congress of the United States and (ii) after
giving effect to the loss of such status the ratio of Consolidated Cash Flow to
Maximum

                                     D-36
<PAGE>

Consolidated Pro Forma Debt Service, determined as of the date of the loss of
such status, would be greater than 1.1 to 1.0, assuming, for the purposes of the
computation of Consolidated Cash Flow, that Consolidated Cash Flow would be
reduced by taxes at the applicable tax rate for Star Gas for such period had
Star Gas been taxable as a corporation.

        (c)   Neither Obligor will, nor will either Obligor permit any
Restricted Subsidiary to, engage in any lines of business other than the
Business in which the Obligors and their Restricted Subsidiaries are engaged in
on the date of this Agreement and described in the Public Partnership's SEC Form
10-K for the fiscal year ended September 30, 2000 and other activities
incidental or related to the Business.

     Section 10.9.   Payment of Taxes and Claims. Each Obligor will, and each
Obligor will cause each Subsidiary to, pay all taxes, assessments and other
governmental charges or levies imposed upon it or any of its properties or
assets or in respect of any of its franchises, business, income or profits when
the same become due and payable, but in any event before any penalty or interest
accrues thereon, and all claims (including, without limitation, claims for
labor, services, materials and supplies) for sums which have become due and
payable and which by law have or might become a Lien upon any of its properties
or assets, and promptly reimburse the holders of the Notes for any such taxes,
assessments, charges or claims paid by them; provided that no such tax,
assessment, charge or claim need be paid or reimbursed if being contested in
good faith by appropriate proceedings promptly initiated and diligently
conducted and if such reserves or other appropriate provision, if any, as shall
be required by GAAP shall have been made therefor and be adequate in the good
faith judgment of the general partner of Star Gas.

     Section 10.10.  Compliance with ERISA.  Neither Obligor will, nor will
either Obligor permit any Subsidiary or Related Person of either Obligor to:

            (a)  (i) engage in any transaction in connection with which either
        Obligor or any Subsidiary could be subject to either a civil penalty
        assessed pursuant to section 502(i) of ERISA or a tax imposed by section
        4975 of the Code, (ii) terminate (within the meaning of Title IV of
        ERISA) or withdraw from any Plan in a manner, or take, or fail to take,
        any other action with respect to any Plan (including, without
        limitation, a substantial cessation of operations within the meaning of
        section 4062(e) of ERISA), (iii) establish, maintain, contribute to or
        become obligated to contribute to any welfare benefit plan (as defined
        in section 3(1) of ERISA) or other welfare benefit arrangement which
        provides post-employment benefits, which cannot be unilaterally
        terminated by either Obligor, (iv) fail to make full payment when due of
        all amounts which, under the provisions of any Plan or applicable law,
        either Obligor or any Subsidiary or Related Person of either Obligor is
        required to pay as contributions thereto, result in the imposition of a
        Lien or permit to exist any material accumulated funding deficiency,
        whether or not waived, with respect to any Plan or (v) engage in any
        transaction in connection with which either Obligor, any Subsidiary or
        any Related Person of either Obligor could be subject to liability
        pursuant to section 4069(a) or 4212(c) of ERISA, if, as a result of any
        such event, condition or transaction described in clauses (i) through
        (v) above, either individually or together with any other such event or

                                     D-37
<PAGE>

     condition, could result in (x) the imposition of a Lien on any assets or
     property of either Obligor or (y) any liability to either Obligor, any
     Subsidiary or any Related Person of either Obligor, which liability could
     have a Material Adverse Effect; or

            (b)  as of any date of determination (i) permit the amount of
     unfunded benefit liabilities under any Plan maintained at such time by
     either Obligor or any Subsidiary or Related Persons of either Obligor to
     exceed the current value of the assets of any such Plan or (ii) permit the
     aggregate liability incurred by either Obligor and any Subsidiary and
     Related Persons of either Obligor pursuant to Title IV of ERISA with
     respect to one or more terminations of, or one or more complete or partial
     withdrawals from, any Plan to exceed $1,000,000.

As used in this Section 10.10, the term "accumulated funding deficiency" has the
meaning specified in section 302 of ERISA and section 412 of the Code, the term
"current value" has the meaning specified in section 3 of ERISA and the terms
"benefit liabilities" and "amount of unfunded benefit liabilities" have the
meanings specified in section 4001 of ERISA.

     Section 10.11.  Maintenance of Properties; Insurance. To the extent
required by the Security Documents, each Obligor will maintain or cause to be
maintained in working order and condition, in accordance with normal industry
standards, all properties used or useful in the business of either Obligor and
the Restricted Subsidiaries and from time to time will make or cause to be made
all appropriate repairs, renewals and replacements thereof. To the extent
required by the Security Documents, each Obligor will maintain or cause to be
maintained, with Permitted Insurers, insurance with respect to its properties
and business and the properties and business of the Restricted Subsidiaries of
the types and in the amounts specified in the Security Documents and the Trustee
shall be named as an additional insured party on each insurance policy obtained
or maintained pursuant thereto.

     Section 10.12.  Operative Agreements; Security Documents.  Each
Obligor will, and each Obligor will cause each Restricted Subsidiary to, perform
and comply with all of its obligations under each of the Operative Agreements to
which it is a party, will enforce each such Operative Agreement against each
other party thereto and will not accept the termination of any such Operative
Agreement, unless the taking of or omitting to take any such action would not
have a Material Adverse Effect, and will not amend, modify or supplement any
Operative Agreement without the prior written consent of the Required Holders,
provided that (a) the MLP Agreement and the Partnership Agreement may be
amended, modified or supplemented without the prior written consent of the
Required Holders if such amendment, modification or supplement would not have a
Material Adverse Effect and Star Gas shall have delivered to each holder of a
Note a copy of such proposed amendment, modification or supplement together with
an Officers' Certificate describing such proposed amendment, modification or
supplement and confirming that such proposed amendment, modification or
supplement would not have a Material Adverse Effect and (b) the Bank Credit
Facilities may be amended, modified or supplemented without the prior written
consent of the Required Holders if such amendment, modification or supplement
may be made without the written consent of any holders of the Notes under the
Trust Agreement.

                                     D-38
<PAGE>

     Section 10.13.  Chief Executive Office. Neither Obligor will move its chief
executive office and the office at which it maintains its records relating to
the transactions contemplated by this Agreement and the Security Documents
unless (a) not less than 45 days' prior written notice of its intention to do
so, clearly describing the new location, shall have been given to the Trustee
and each holder of a Note and (b) such action, reasonably satisfactory to the
Trustee and each holder of a Note, to maintain any security interest in the
property subject to the Security Documents at all times fully perfected and in
full force and effect shall have been taken.

     Section 10.14.  Recordation. The Obligors will promptly, but in any event
within 30 days from the date of the Closing, cause to be duly recorded,
published, registered and filed all Security Documents (in each case, not
previously recorded, published, registered or filed in accordance with Section
4.8), in such manner and in such places as is required by law to establish,
perfect, preserve and protect the rights and first priority security interests
of the parties thereto and their respective successors and assigns in all of the
Mortgaged Property. The Obligors will pay all taxes, fees and other charges then
due in connection with the execution, delivery, recording, publishing,
registration and filing of such documents or instruments in such places.

     Section 10.15.  Information Required by Rule 144A. Each Obligor covenants
that it will, upon the prior written request of the holder of any Note, provide
such holder, and any qualified institutional buyer designated by such holder,
such financial and other information as such holder may reasonably determine to
be necessary in order to permit compliance with the information requirements of
Rule 144A under the Securities Act of 1933, as amended, in connection with the
resale of Notes, except at such times as such Obligor is subject to the
reporting requirements of section 13 or 15(d) of the Securities Exchange Act of
1934, as amended. For the purpose of this Section 10.15, the term "qualified
institutional buyer" shall have the meaning specified in Rule 144A under the
Securities Act of 1933, as amended.

     Section 10.16.  Covenant to Secure Notes Equally. Each Obligor covenants
that, if it or any Restricted Subsidiary shall create or assume any Lien upon
any of its property or assets, whether now owned or hereafter acquired, other
than Liens permitted by the provisions of Section 10.2 (unless prior written
consent to the creation or assumption thereof shall have been obtained pursuant
to Section 18), it will make or cause to be made effective provision whereby the
Notes will be secured by such Lien equally and ratably with any and all other
Indebtedness thereby secured so long as any such other Indebtedness shall be so
secured, it being understood that the provision of such equal and ratable
security shall not constitute a cure or waiver of any related Event of Default.

     Section 10.17.  Compliance with Laws. Each Obligor will, and each Obligor
will cause each Subsidiary to, comply with all applicable statutes, rules,
regulations, and orders of, and all applicable restrictions imposed by, the
United States, foreign countries, states, provinces and municipalities, and of
or by any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, and of or by any court,
arbitrator or grand jury, in respect of the conduct of their respective
businesses and the ownership of their respective properties or business
(including, without limitation, Environmental Laws), except

                                     D-39
<PAGE>

such as are being contested in good faith by appropriate proceedings promptly
initiated and diligently conducted and if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made therefor or
the failure to so comply would not be expected to have a Material Adverse
Effect.

     Section 10.18.  Further Assurances. At any time and from to time promptly,
the Obligors shall, at their expense, execute and deliver to each holder of a
Note and to the Trustee such further instruments and documents, and take such
further action, as the holders of the Notes may from time to time reasonably
request, in order to further carry out the intent and purpose of this Agreement
and to establish and protect the rights, interests and remedies created, or
intended to be created, in favor of the holders of the Notes, including, without
limitation, the execution, delivery and recordation and filing of security
agreements and financing statements and continuation statements under the
Uniform Commercial Code of any applicable jurisdiction.

     Section 10.19.  Subsidiaries. (a) Star Gas may designate any Restricted
Subsidiary or newly acquired or formed Subsidiary as an Unrestricted Subsidiary
or any Unrestricted Subsidiary or newly acquired or formed Subsidiary as a
Restricted Subsidiary, in each case subject to satisfaction of the following
conditions:

               (i)   immediately before and after giving effect to such
          designation no condition or event shall exist which constitutes an
          Event of Default or Potential Event of Default;

               (ii)  immediately after giving effect to such designation, (1)
          (other than in the case of a designation of an Unrestricted Subsidiary
          that does not have any Indebtedness as a Restricted Subsidiary), Star
          Gas would be permitted to incur at least $1 of additional Indebtedness
          in compliance with subdivisions (i) and (ii) of Section 10.1(f), (2)
          Star Gas and the Restricted Subsidiaries would not be liable with
          respect to Indebtedness or any Guarantee, would not own any
          Investments and their property would not be subject to any Lien which
          is not permitted by this Agreement and (3) substantially all of Star
          Gas's assets will be located, and substantially all of Star Gas's
          business will be conducted, in the United States;

               (iii) in the case of a designation as an Unrestricted Subsidiary,
          (A) if such designation (and all other prior designations of
          Restricted Subsidiaries or newly acquired or formed Subsidiaries as
          Unrestricted Subsidiaries during the current fiscal year) were deemed
          to constitute a sale by Star Gas of all the assets of the Subsidiary
          so designated, such sale would be in compliance with subdivision
          (iii)(A) of Section 10.7(c) and (B) if such designation (and all other
          prior designations of Restricted Subsidiaries or newly acquired or
          formed Subsidiaries as Unrestricted Subsidiaries during the current
          fiscal year) were deemed to constitute an Investment by Star Gas in
          respect of all the assets of the Subsidiary so designated, such
          Investment would be in compliance with Section 10.3(c), in each case
          with the net proceeds of such sale or the amount of such Investment
          being deemed to equal the net book value of such assets in the case of
          a Restricted Subsidiary or the cost of acquisition or formation in the
          case of a newly

                                     D-40
<PAGE>

     acquired or formed Subsidiary, provided, that this subdivision (iii) of
     this Section 10.19(a) shall not apply to an acquisition or formation by
     Star Gas or a Restricted Subsidiary of a newly acquired or formed
     Unrestricted Subsidiary to the extent such acquisition or formation (1) is
     funded solely by the net cash proceeds received by Star Gas from the
     general partner of Star Gas or from the Public Partnership as a capital
     contribution or as consideration for the issuance by Star Gas of additional
     partnership interests or (2) the assets involved in such acquisition are
     acquired in exchange for additional partnership interests of Star Gas or
     the Public Partnership;

            (iv)   in the case of a designation of a Restricted Subsidiary as an
     Unrestricted Subsidiary, such Restricted Subsidiary shall not have been an
     Unrestricted Subsidiary prior to being designated a Restricted Subsidiary;

            (v)    in the case of a designation of an Unrestricted Subsidiary as
     a Restricted Subsidiary, such Unrestricted Subsidiary at the time of such
     designation has a positive Consolidated Net Worth;

            (vi)   Star Gas shall deliver to each holder of Notes, within 20
     Business Days after any such designation, an Officers' Certificate stating
     the effective date of such designation and confirming compliance with the
     provisions of this Section 10.19;

            (vii)  On the date of the Closing, Star/Petro shall be designated as
     a Restricted Subsidiary and, notwithstanding any other provision of this
     Section 10.19(a), such designation shall not be changed without the consent
     of the Required Holders; and

            (viii) On the date of the Closing, Petro Holdings shall be
     designated as an Unrestricted Subsidiary and, notwithstanding any other
     provision of this Section 10.19(a), such designation shall not be changed
     without the consent of the Required Holders.

     In the case of the designation of any Unrestricted Subsidiary as a
Restricted Subsidiary, such new Restricted Subsidiary shall be deemed to have
(A) made or acquired all Investments owned by it, and (B) incurred all
Indebtedness owing by it and all Liens to which it or any of its properties are
subject, on the date of such designation.

     (b) Star Gas will cause each Restricted Subsidiary, at the time it is or is
deemed to be designated as a Restricted Subsidiary, to (i) become a party to the
Obligor Security Agreement and the Subsidiary Guarantee Agreement by execution
of a Supplemental Agreement and (ii) enter into such documents (in form and
substance satisfactory to the Required Holders) as may be necessary or as any
holder of Notes may request in order to secure such Restricted Subsidiary's
obligations under the Subsidiary Guarantee Agreement with all or substantially
all of the assets of such Restricted Subsidiary.

     (c) Star Gas will not own any Subsidiaries other than Wholly-Owned
Subsidiaries satisfying the requirements in clauses (a), (b) and (c) of the
definition of Restricted Subsidiary.

                                      D-41
<PAGE>

     Section 10.20. Rating. If (i) the General Partner of Star Gas shall
withdraw as general partner of Star Gas or (ii) if any person (as such term is
used in rule 13(d) or rule 14(d)(2) of the Exchange Act of 1934, as amended (the
"Exchange Act"), as in effect on the date of the Closing), or related persons
constituting a group (as such term is used in rule 13d-5 under the Exchange Act,
as in effect on the date of the Closing), or related persons constituting a
group (as such term is used in rule 13d-5 under the Exchange Act, as in effect
on the date of the Closing) shall acquire a majority of the Common Units, then
the Obligors at their expense shall promptly, but in any event within 20
Business Days from the date of such event or condition, have the Notes re-rated
by an Approved Rating Agency.

     Section 10.21. Accounting Changes. Neither Obligor will, nor will either
Obligor suffer or permit any Restricted Subsidiary to, make any significant
change in accounting treatment or reporting practices, except as required by
GAAP. Each Obligor will, and each Obligor will cause each Restricted Subsidiary
to, cause its fiscal year to end on September 30 in each year.

     Section 10.22. Certain Real Property. Without affecting the obligations of
either Obligor or any of the Restricted Subsidiaries under any of the Security
Documents, in the event that either Obligor or any Restricted Subsidiary, at any
time after the date of this Agreement, whether directly or indirectly, acquires
any interest in any real property, including any fee or other ownership interest
in one or more properties with an aggregate cost in excess of $50,000, or any
interest under one or more leases of real property for a term in excess of three
years and involving aggregate average payments in excess of $100,000 per annum
(each such interest, an "After Acquired Property"), the Obligors will, or the
Obligors will cause such Restricted Subsidiary to, as soon as practical provide
written notice thereof to each holder of a Note, setting forth with specificity
a description of such After Acquired Property, the location of such After
Acquired Property, any structures or improvements thereon and an appraisal or
its good-faith estimate of the current value of such real property ("Current
Value"). The Required Holders may require the applicable Obligor or the
applicable Restricted Subsidiary to grant and record a mortgage in favor of the
Trustee on such After Acquired Property, provided that no new mortgage on such
After Acquired Property shall be required if the costs that would be incurred as
a result thereof are excessive in relation to the benefits that would be
conferred thereby. In the event a mortgage is granted, the applicable Obligor or
the applicable Restricted Subsidiary shall execute and deliver to the Trustee a
mortgage, together with such documents or instruments as the Required Holders
shall require. In no event shall any title insurance policy for any such After
Acquired Property be in an amount which is less than the Current Value of such
After Acquired Property. If, at any time, the aggregate cost to the Obligors and
the Restricted Subsidiaries of each interest in real property (a) acquired by
either Obligor or any Restricted Subsidiary, whether directly or indirectly, at
any time after the date of this Agreement, at a cost equal to or less than
$50,000, (b) at such time, owned directly or indirectly by either Obligor or any
Restricted Subsidiary and (c) for which a mortgage in favor of the Trustee is
not in effect (the "Aggregate Cost of Unmortgaged Property"), exceeds $500,000,
the Obligors will, as soon as practical, and in any event within 10 Business
Days, provide written notice thereof to each holder of a Note, setting forth
with specificity a description of each such interest in real property, the
location of such real property and an appraisal or its good-faith estimate of
the current value of each such real property. The Required Holders may require
the applicable Obligor or the

                                      D-42
<PAGE>

applicable Restricted Subsidiary to grant and record a mortgage in favor of the
Trustee on one or more of such real property so that the Aggregate Cost of
Unmortgaged Property does not exceed $500,000, provided that no new mortgage on
any such real property shall be required if the costs that would be incurred as
a result thereof are excessive in relation to the benefits that would be
conferred thereby. In the event a mortgage is required, the applicable Obligor
or the applicable Restricted Subsidiary shall execute and deliver to the Trustee
a mortgage, together with such documents or instruments as the Required Holders
shall require. Further, with regard to any interest in real property, including
any fee or other ownership interest in real property or any material lease of
real property, currently owned or held by either Obligor or any Restricted
Subsidiary and which is not being encumbered by a mortgage of even date herewith
(each such interest, an "Existing Unmortgaged Property"), upon the written
request of the Required Holders, the applicable Obligor will, or the Obligors
will cause any applicable Restricted Subsidiary to, execute and deliver to the
Trustee a mortgage, together with such documents or instruments as the Required
Holders shall require. In no event shall the title insurance policy for any such
Existing Unmortgaged Property be in an amount which is less than the Current
Value of such Existing Unmortgaged Property. The Obligors shall pay all fees and
expenses, including reasonable attorneys' fees and expenses and expenses of any
customary environmental due diligence, and title insurance charges and premiums,
in connection with the obligations of the Obligors and the Restricted
Subsidiaries under this Section 10.22.

     Section 10.23. Sale and Lease-Back Transactions. Neither Obligor will, nor
will either Obligor cause or permit any of the Restricted Subsidiaries to, enter
into any arrangement, directly or indirectly, with any Person whereby it shall
sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such
property or other property which it intends to use for substantially the same
purpose or purposes as the property being sold or transferred.

     Section 10.24. Acquisitions. Except as otherwise permitted by Section 10.7,
neither Obligor will, nor will either Obligor cause or permit any of the
Restricted Subsidiaries to, purchase, lease or otherwise acquire (in one
transaction or a series of transactions) all or any substantial part of the
assets of any other Person, except that (a) either Obligor or any Restricted
Subsidiary may purchase inventory in the ordinary course of business and (b)
either Obligor or any Restricted Subsidiary may engage in any such acquisition
if no Event of Default or Potential Event of Default has occurred and is
continuing at the time of any such acquisition or would occur immediately after
giving effect thereto.

     Section 10.25. Impairment of Security Interests. Neither Obligor will, nor
will either Obligor permit any of the Subsidiaries to, take or omit to take any
action, which action or omission might or would have the result of materially
impairing the security interests in favor of the Trustee with respect to the
Mortgaged Property, and neither Obligor will, nor will either Obligor permit any
of the Subsidiaries to, grant to any Person (other than the Trustee) any
interest whatsoever in the Mortgaged Property.

     Section 10.26. Limitation on Restrictions on Subsidiary Dividends, Etc.
Neither Obligor will, nor will either Obligor cause or permit any of the
Restricted Subsidiaries to, directly or

                                      D-43
<PAGE>

indirectly, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Restricted
Subsidiary to (a) pay dividends or make any other distributions on or in respect
of its capital stock, or pay any indebtedness owed to Star Gas or any Restricted
Subsidiary, (b) make loans or advances to Star Gas or any Restricted Subsidiary
or (c) transfer any of its properties or assets to Star Gas or any Restricted
Subsidiary, except for such encumbrances or restrictions existing under or by
reason of (i) customary non-assignment provisions in any lease governing a
leasehold interest or other contract entered into in the ordinary course of
business consistent with past practices or (ii) this Agreement or any other
Operative Agreement.

     Section 10.27. No Other Negative Pledges. Neither Obligor will, nor will
either Obligor cause or permit any of the Restricted Subsidiaries to, directly
or indirectly, enter into any agreement prohibiting the creation or assumption
of any Lien upon the properties or assets of either Obligor or any Restricted
Subsidiary, whether now owned or hereafter acquired, or requiring an obligation
to be secured if some other obligation is secured, except for this Agreement,
the 2000 Note Agreement, the 1998 Note Agreement, the 1995 Note Agreements, the
Bank Credit Facilities and any Parity Debt Agreement (as defined in the Trust
Agreement).

     Section 10.28. Sales of Receivables. Neither Obligor will, nor will either
Obligor cause or permit any of the Restricted Subsidiaries to, sell with
recourse, discount or otherwise sell or dispose of its notes or accounts
receivable, except for accounts receivable consisting of assets of an operating
unit sold as a going concern in accordance with all other provisions of this
Agreement.

     Section 10.29. Fixed Price Supply Contracts; Certain Policies. (a) Neither
Obligor will, nor will either Obligor permit any of the Restricted Subsidiaries
to, at any time be a party or subject to any contract for the purchase or supply
by such parties of propane or other product except where (i) the purchase price
is set with reference to a spot index or indices substantially contemporaneously
with the delivery of such product or (ii) delivery of such propane or other
product is to be made no more than one year after the purchase price is agreed
to.

          (b) Star Gas will not amend, modify or waive the trading policy or
supply inventory position policy existing as of the date of the Closing except
that Star Gas may amend its supply inventory position policy such that such
policy provides that neither it nor any of the Restricted Subsidiaries will hold
on hand more than 90 days of commodities inventory. The Obligors will provide
each holder of a Note with prompt written notice of any such new commodity
hedging agreement or any such change in such policy. Subject to the foregoing
exception, Star Gas and the Restricted Subsidiaries will comply in all material
respects with such policies at all times.

     Section 10.30.  Certain Operations.  Neither Obligor shall permit
Petro or any of its Affiliates (other than the Star Gas and the Restricted
Subsidiaries) to acquire a business which derives any revenues from the sale of
propane if, after giving effect to such acquisition, Petro's Pro Forma Propane
Volumes would equal or exceed the lesser of (a) 15% of Star Gas's reported
propane volumes sold for the most recently completed four fiscal quarters which
ended at least 90 days prior to the date of such acquisition and (b) 15 million
gallons of propane (such lesser

                                      D-44
<PAGE>

amount, the "maximum permitted amount"). If as a result of an acquisition,
Petro's Pro Forma Propane Volumes exceed the maximum permitted amount, Petro
shall not be in violation of this Section 10.30 if within the period of 90 days
following such acquisition it completes the disposition of sufficient propane
volume to reduce Petro's Pro Forma Propane Volumes below the maximum permitted
amount. For purposes of this Section 10.30, "Petro's Pro Forma Propane Volumes"
shall mean the actual propane volumes sold by Petro and any of its Affiliates
(other than Star Gas and the Restricted Subsidiaries) for the most recently
completed four fiscal quarters which ended at least 90 days prior to the date of
determination plus the propane volumes sold of the propane business to be
acquired for the most recently completed four fiscal quarters which ended at
least 90 days prior to the date of determination. In addition, in the event
Petro or any of its Affiliates (other than Star Gas and the Restricted
Subsidiaries) owns a propane business, Star Gas shall not permit Petro or any
such Affiliate to accept as a customer (except for de minimis, unintentional and
isolated acceptances) any Person who is (or was during the last billing cycle of
Star Gas and the Restricted Subsidiaries) a customer of Star Gas and the
Restricted Subsidiaries.

     Section 10.31. Independent Organizational Existence. Except as set forth on
Schedule 10.31, (a) each Obligor shall maintain, and each Obligor shall cause
each of the Subsidiaries (other than Petro and its Subsidiaries) to maintain,
books, records and accounts that are separate from the books, records and
accounts of Petro or any of its Subsidiaries such that: (i) the revenues of Star
Gas and its Subsidiaries will be credited to the accounts of Star Gas and its
Subsidiaries only; (ii) all expenses incurred by Star Gas and its Subsidiaries
shall be paid only from the accounts of Star Gas and its Subsidiaries (other
than those paid by Petro and allocated to Star Gas in the manner set forth in
clause (c) of this Section); (iii) only officers and employees of the general
partner of Star Gas, Star Gas and its Subsidiaries in their capacity as such
shall have the authority to make disbursements with respect to the accounts of
Star Gas and its Subsidiaries; (iv) there shall occur no sharing of accounts or
funds between Star Gas and its Subsidiaries (other than Petro and its
Subsidiaries), on the one hand, and Petro or any of its Subsidiaries, on the
other hand, and (v) all cash and funds of Star Gas and its Subsidiaries (other
than Petro and its Subsidiaries) shall be managed separately from the cash and
funds of Petro or any of its Subsidiaries, and there shall not occur any
commingling including for investment purposes, of funds or assets of Star Gas
and its Subsidiaries (other than Petro and its Subsidiaries) with the funds or
assets of Petro or any of its Subsidiaries.

          (b) All full-time employees, consultants and agents of Star Gas and
its Subsidiaries (other than Petro and its Subsidiaries) shall be compensated
directly from the bank accounts of the general partner of Star Gas, Star Gas and
such Subsidiaries for services provided by such employees, consultants and
agents and, to the extent any employee, consultant or agent is also an employee,
consultant or agent of Petro or any of its Subsidiaries, the compensation of
such employee, consultant or agent shall be allocated in accordance with clause
(c) of this Section among Star Gas and its Subsidiaries (other than Petro and
its Subsidiaries), on the one hand, and Petro and any of its Subsidiaries, on
the other hand, on a basis which reasonably reflects the services rendered to
Star Gas and its Subsidiaries (other than Petro and its Subsidiaries).

                                      D-45
<PAGE>

          (c) All overhead expenses (including telephone and other utility
charges) for items shared by Star Gas and its Subsidiaries (other than Petro and
its Subsidiaries), on the one hand, and Petro or any of its Subsidiaries, on the
other hand, shall be allocated on the basis of actual use to the extent
practicable and, to the extent such allocation is not practicable, on a basis
reasonably related to actual use.

          (d) Star Gas shall not permit Petro or any of its Subsidiaries to be
named as a loss payee or additional insured on the insurance policy covering the
property of Star Gas or any of its Subsidiaries (other than Petro and its
Subsidiaries), or enter into an agreement with the holder of such policy whereby
in the event of a loss in connection with such property, proceeds are paid to
Petro and its Subsidiaries.

     Section 10.32. Damage, Destruction, Taking, Etc. In the event of any
damage, destruction or a taking in respect of all or a portion of the properties
subject to any of the Security Documents or in the event there shall be proceeds
under title insurance policies with respect to any real property, neither
Obligor will apply any Net Insurance Proceeds (as defined in the Mortgages),
self-insurance amounts, Net Awards (as defined in the Mortgages) or title
insurance proceeds, if such proceeds (whether resulting from one or a series of
events or circumstances) exceed $25,000,000 in the aggregate, to the cost of
Restoration (as defined in the Mortgages) or to replacements or other assets
without the prior written consent of the Required Holders.

Section 11. Events of Default; Acceleration.

     If any of the following conditions or events ("Events of Default") shall
occur and be continuing

          (a) the Obligors shall default in the payment of any principal of or
     Make Whole Amount, if any, on any Note when the same becomes due and
     payable, whether at maturity or at a date fixed for prepayment or by
     declaration or otherwise; or

          (b) the Obligors shall default in the payment of any interest on any
     Note or any amount due and payable under any Operative Agreement for more
     than 5 Business Days after the same becomes due and payable; or

          (c) the Obligors shall default in the performance of or compliance
     with any term contained in Section 7(h) or any of Sections 10.1 through
     10.8, inclusive and Section 10.10(b); or

          (d) either Obligor, the general partner of Star Gas, the Public
     Partnership or any Restricted Subsidiary shall default in the performance
     of or compliance with any other term contained in this Agreement or any
     other Operative Agreement and such default shall not have been remedied
     within 30 days after such default shall first have become known to any
     officer of such Person or written notice thereof shall have been received
     by either Obligor or the general partner of Star Gas; or

                                      D-46
<PAGE>

          (e) any representation or warranty made in writing by or on behalf of
     either Obligor or any of their Affiliates in this Agreement, any other
     Operative Agreement or in any instrument furnished in connection with the
     transactions contemplated by this Agreement shall prove to have been false
     or incorrect in any material respect on the date as of which made or deemed
     made; or

          (f) either Obligor or any Restricted Subsidiary (as principal or
     guarantor or other surety) shall default in the payment of any amount of
     principal of or premium or interest on the Bank Credit Facilities, or other
     Indebtedness which is outstanding in a principal amount of at least
     $2,000,000 in the aggregate (other than the Notes); or any event shall
     occur or condition shall exist in respect of the Bank Credit Facilities, or
     other Indebtedness which is outstanding in a principal amount of at least
     $2,000,000 or under any evidence of any such Indebtedness or of any
     mortgage, indenture or other agreement relating to the Bank Credit
     Facilities or such other Indebtedness the effect of which is to cause (or
     to permit one or more Persons to cause) such Bank Credit Facilities or
     other Indebtedness to become due before its stated maturity or before its
     regularly scheduled dates of payment or to permit the holders thereof to
     cause either Obligor or any Restricted Subsidiary to repurchase or repay
     such Bank Credit Facilities or other Indebtedness, and such default, event
     or condition shall continue for more than the period of grace, if any,
     specified therein and shall not have been waived pursuant thereto; or

          (g) filing by or on the behalf of either Obligor or the general
     partner of Star Gas of a voluntary petition or an answer seeking
     reorganization, arrangement, readjustment of its debts or for any other
     relief under any bankruptcy, reorganization, compromise, arrangement,
     insolvency, readjustment of debt, dissolution or liquidation or similar act
     or law, state or Federal, now or hereafter existing ("Bankruptcy Law"), or
     any action by either Obligor or the general partner of Star Gas for, or
     consent or acquiescence to, the appointment of receiver, trustee or other
     custodian of either Obligor, or the general partner of Star Gas, or of all
     or a substantial part of its property; or the making by either Obligor or
     the general partner of Star Gas of any assignment for the benefit of
     creditors, or the admission by either Obligor or the general partner of
     Star Gas in writing of its inability to pay its debts as they become due;
     or

          (h) filing of any involuntary petition against either Obligor or the
     general partner of Star Gas in bankruptcy or seeking reorganization,
     arrangement, readjustment of its debts or for any other relief under any
     Bankruptcy Law and an order for relief by a court having jurisdiction in
     the premises shall have been issued or entered therein; or any other
     similar relief shall be granted under any applicable Federal or state law;
     or a decree or order of a court having jurisdiction in the premises for the
     appointment of a receiver, liquidator, sequestrator, trustee or other
     officer having similar powers over either Obligor or the general partner of
     Star Gas or over all or a part of its property shall have been entered; or
     the involuntary appointment of an interim receiver, trustee or other
     custodian of either Obligor or the general partner of Star Gas or of all or
     a substantial part of its property; or the issuance of a warrant of
     attachment, execution or similar process against any substantial part of
     the property of either Obligor or the general partner of Star Gas;

                                      D-47
<PAGE>

     and continuance of any such event for 60 consecutive days unless dismissed,
     bonded to the satisfaction of the court having jurisdiction in the premises
     or discharged; or

          (i) filing by or on the behalf of any Restricted Subsidiary of a
     voluntary petition or an answer seeking reorganization, arrangement,
     readjustment of its debts or for any other relief under any Bankruptcy Law,
     or any action by any Restricted Subsidiary for, or consent or acquiescence
     to, the appointment of a receiver, trustee or other custodian of such
     Restricted Subsidiary or of all or a substantial part of its property; or
     the making by any Restricted Subsidiary of any assignment for the benefit
     of creditors; or the admission by any Restricted Subsidiary in writing of
     its inability to pay its debts as they become due; or

          (j) filing of any involuntary petition against any Restricted
     Subsidiary in bankruptcy or seeking reorganization, arrangement,
     readjustment of its debts or for any other relief under any Bankruptcy Law
     and an order for relief by a court having jurisdiction in the premises
     shall have been issued or entered therein; or any other similar relief
     shall be granted under any applicable Federal or state law; or a decree or
     order of a court having jurisdiction in the premises for the appointment of
     a receiver, liquidator, sequestrator, trustee or other officer having
     similar powers over any Restricted Subsidiary or over all or a part of its
     property shall have been entered; or the involuntary appointment of an
     interim receiver, trustee or other custodian of any Restricted Subsidiary
     or of all or a substantial part of its property; or the issuance of a
     warrant of attachment, execution or similar process against any substantial
     part of the property of any Restricted Subsidiary; and continuance of any
     such event for 60 consecutive days unless dismissed, bonded to the
     satisfaction of the court having jurisdiction in the premises or
     discharged, or

          (k) a final judgment or judgments (which is or are non-appealable or
     which has or have not been stayed pending appeal or as to which all rights
     to appeal have expired or been exhausted) shall be rendered against either
     Obligor or any Restricted Subsidiary for the payment of money in excess of
     $1,000,000 in the aggregate and any one of such judgments shall not be
     discharged or execution thereon stayed pending appeal within 45 days after
     the date due, or, in the event of such a stay, such judgment shall not be
     discharged within 30 days after such stay expires or any action shall be
     legally taken by a creditor to levy upon the assets or properties of either
     Obligor or any Restricted Subsidiary to enforce any such judgment; or

          (l) any of the Operative Agreements shall at any time, for any reason,
     cease to be in full force and effect or shall be declared to be null and
     void in whole or in any material part by the final judgment (which is non-
     appealable or has not been stayed pending appeal or as to which all rights
     to appeal have expired or been exhausted) of any court or other
     governmental or regulatory authority having jurisdiction in respect
     thereof, or if the validity or the enforceability of any of the Operative
     Agreements shall be contested by or on behalf of either Obligor, the
     General Partner, the general partner of Star Gas, the Public Partnership or
     any Restricted Subsidiary, or either Obligor, the

                                      D-48
<PAGE>

     General Partner, the general partner of Star Gas, the Public Partnership or
     any Restricted Subsidiary shall renounce any of the Operative Agreements,
     or deny that it is bound by the terms of any of the Operative Agreements;
     or

          (m) any order, judgement or decree is entered in any proceedings
     against an Obligor decreeing a split-up of such Obligor which requires the
     divestiture of assets of such Obligor or the divestiture of the stock of a
     Restricted Subsidiary which would not be permitted if such divestiture were
     considered a partial disposition of assets pursuant to Section 10.7(c) and
     such order, judgment or decree shall not be dismissed or execution thereon
     stayed pending appeal within 30 days after entry thereof, or, in the event
     of such a stay, such order, judgment or decree shall not be discharged
     within 30 days after such stay expires; or

          (n) there shall occur at any time a change in Legal Requirements
     specifically applicable to either Obligor or to the Business or to the
     business of the wholesale and retail sale, distribution and storage of
     propane gas and related petroleum derivative products and the related
     retail sale of supplies and equipment, including home appliances which
     would have a Material Adverse Effect (other than on the prospects
     (financial or otherwise) of the Obligors or the Business) and 60 days after
     the earlier of (i) such occurrence shall first have become known to any
     officer of either Obligor or the general partner of Star Gas or (ii)
     written notice thereof shall have been received by either Obligor or the
     general partner of Star Gas from any holder of any Note, such Material
     Adverse Effect shall be continuing; or

          (o) any Lien purported to be created by any Security Document shall
     cease to be, or shall for any reason be asserted by either Obligor, the
     general partner of Star Gas or any Restricted Subsidiary not to be, a
     valid, perfected, first priority Lien on the securities, properties or
     assets covered thereby, other than as a result of an act or omission of the
     Trustee or any holder of a Note; or

          (p) any governmental authority revokes or fails to renew any material
     license, permit or franchise of either Obligor or any Restricted
     Subsidiary, or either Obligor or any Restricted Subsidiary for any reason
     loses any material license, permit or franchise, or either Obligor or any
     Restricted Subsidiary suffers the imposition of any restraining order,
     escrow, suspension or impound of funds in connection with any proceeding,
     (judicial or administrative) with respect to any material license, permit
     or franchise;

then, (x) upon the occurrence of any Event of Default described in subdivision
(g) or (h) of this Section 11, the unpaid principal amount of and accrued
interest on the Notes shall automatically become due and payable, or, (y) upon
the occurrence and continuance of any other Event of Default, any holder or
holders of 50% or more in principal amount of the Notes at the time outstanding,
may at any time (unless all defaults shall theretofore have been remedied in
accordance with the terms hereof) at its or their option, by written notice or
notices to either Obligor, declare all the Notes to be due and payable,
whereupon the same shall forthwith mature and become due and payable, together
with interest accrued thereon and, to the extent permitted

                                      D-49
<PAGE>

by applicable law, the applicable Make Whole Amount, if any, with respect to
such Notes, all without presentment, demand, protest or further notice, which
are hereby waived, provided that during the existence of an Event of Default
described in subdivision (a) or (b) (insofar as it relates to interest on any
Note) of this Section 11, any holder of the Notes at the time outstanding may,
at its option, by notice in writing to either Obligor, declare the Notes then
held by such holder to be due and payable, whereupon the Notes then held by such
holder shall forthwith mature and become due and payable, together with interest
accrued thereon and, to the extent permitted by applicable law, the applicable
Make Whole Amount, if any, with respect to such Notes.

     At any time after the principal of, and interest accrued on, all the Notes
are declared due and payable, the Required Holders, by written notice to the
Obligors, may rescind and annul any such declaration and its consequences (other
than in respect of any Note which has been individually accelerated pursuant to
the proviso contained in the immediately preceding paragraph) if (x) the
Obligors have paid all overdue interest on the Notes, the principal of and Make
Whole Amount, if any, on any such Notes which have become due otherwise than by
reason of such declaration, and interest on such overdue principal and the
applicable Make Whole Amount, if any, and (to the extent permitted by applicable
law) overdue interest, at a rate per annum equal to the rate of interest stated
on the face of such Notes plus 2.0%, (y) all Events of Default, other than
nonpayment of amounts which have become due solely by reason of such
declaration, and all conditions and events which constitute Events of Default or
Potential Events of Default have been cured or waived, and (z) no judgment or
decree has been entered for the payment of any monies due pursuant to the Notes
or this Agreement; but no such rescission and annulment shall extend to or
affect any subsequent Event of Default or Potential Event of Default or impair
any right consequent thereon.

Section 12. Remedies on Default; Recourse, Etc.

     In case any one or more Events of Default or Potential Events of Default
shall occur and be continuing, (a) the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in such Note, or for
an injunction against a violation of any of the terms hereof or thereof, or in
aid of the exercise of any power granted hereby or thereby or by law or
otherwise, and (b) the Trustee and the holders of the Notes may exercise any
rights or remedies in their respective capacities under the Security Documents
in accordance with the provisions thereof.  In case of a default in the payment
or performance of any provision hereof or of the Notes or of the Security
Documents, the Obligors will pay to the holder of each Note such further amount
as shall be sufficient to cover the cost and expenses of collection, including,
without limitation, reasonable attorneys' fees, expenses and disbursements, and
any out-of-pocket costs and expenses of any such holder incurred in connection
with analyzing, evaluating, protecting, ascertaining, defending or enforcing any
of its rights as set forth herein or in any of the Security Documents.  No
course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies.  No right, power
or remedy conferred by this Agreement or by any Note upon any

                                      D-50
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

holder thereof shall be exclusive of any other right, power or remedy referred
to herein or therein or now or hereafter available at law, in equity, by statute
or otherwise.

Section 13.    Definitions.

     As used herein the following terms have the following respective meanings:

     "Acquired Business Entity" means (i) any business entity the capital stock
or assets of which have been acquired substantially as an entirety by Star Gas
by purchase, merger or consolidation, and (ii) any other assets which were
operated as an identifiable business unit, i.e., a branch or division of a
business entity and which have been acquired substantially as an entirety by
Star Gas.

     "Administrative Agent" shall mean Fleet National Bank f/k/a BankBoston,
N.A., in its capacity as administrative agent for the Banks under the Bank
Credit Facilities, and its successors in such capacity.

     "Affiliate" shall mean as applied to any Person, any other Person directly
or indirectly controlling or controlled by or under common control with such
Person, provided that (a) for purposes of this definition, "control" (including,
with correlative meanings, the terms "controlled by" and "under common control
with") as used with respect to any Person shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of such Person, whether as a general partner or through the ownership
of voting securities or by contract or otherwise, (b) as applied to either
Obligor, the term "Affiliate" shall include Petro, the general partner of Star
Gas and the Public Partnership, and (c) no Purchaser nor any other Person which
is an institution shall be deemed to be an Affiliate of either Obligor solely by
reason of ownership of the Notes or other securities issued in exchange for the
Notes or by reason of having the benefits of any agreements or covenants
contained in this Agreement or other Operative Agreements.

     "After Acquired Property" shall have the meaning provided in Section 10.22.

     "Aggregate Cost of Unmortgaged Property" shall have the meaning specified
in Section 10.22.

     "All Star Gas Mortgages" shall mean those certain deeds of trust and/or
mortgages to be entered into between Star Gas and/or a Restricted Subsidiary and
the Trustee in respect of certain parcels of real property located in Indiana,
Michigan and Ohio acquired by Star Gas from All Star Gas Inc. of Indiana, All
Star Gas Inc. of Michigan and All Star Gas Inc. of Ohio pursuant to that certain
Purchase Agreement dated January 27, 2000.

     "Approved Rating Agency" shall mean Standard & Poor's Rating Group, Moody's
Investor Service, Inc., or Fitch Investors Service, Inc.

                                      D-51
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Assets" shall mean the assets conveyed to Star Gas pursuant to the
Conveyance Agreements and/or the assets covered by the Security Documents, as
the context may require.

     "Available Cash" shall mean with respect to any calendar quarter, (a) the
sum of (i) all cash of Star Gas and the Restricted Subsidiaries on hand at the
end of such quarter (other than Public Partnership Restricted Proceeds) and (ii)
all additional cash of Star Gas and the Restricted Subsidiaries on hand on the
date of determination of Available Cash with respect to such quarter obtained
through available borrowings under the Working Capital Facility made after the
end of such quarter (provided that such borrowings under the Working Capital
Facility shall in no event exceed available borrowings under the Working Capital
Facility as of the end of such quarter), less (b) any cash reserves in such
amounts as the general partner of Star Gas shall determine to be necessary or
appropriate in its reasonable discretion to (A) provide for the proper conduct
of the business of Star Gas and the Restricted Subsidiaries (including, without
limitation, cash reserves for future capital expenditures) or (B) provide funds
for distributions under sections 5.4(a)(i), (ii), and (iii) or 5.4(b)(i) of the
MLP Agreement in respect of any one or more of the next four quarters or (C)
comply with applicable law or any loan agreement (including this Agreement),
mortgage, security agreement, debt instrument or other agreement or obligation
to which Star Gas or any Restricted Subsidiary is a party or its assets are
subject, (including the payment of principal, Make Whole Amount, if applicable,
and interest) of the Obligors in respect of the Notes; provided that Available
Cash shall exclude without duplication (x) in each calendar quarter a reserve
equal to at least 50% of the aggregate amount of all interest payments in
respect of all Indebtedness of Star Gas and the Restricted Subsidiaries upon
which interest is due semiannually or less frequently to be made in the next
quarter (assuming, in the case of Indebtedness incurred under the Bank Credit
Facilities and other Indebtedness bearing interest at fluctuating interest rates
which cannot be determined in advance, that the interest rate in effect on the
last Business Day of the immediately preceding calendar quarter will remain in
effect until such Indebtedness is due to be paid), (y) with respect to any
Indebtedness secured equally and ratably with the Notes of which principal is
payable annually, in the third calendar quarter immediately preceding each
calendar quarter in which any scheduled principal payment is due with respect to
such Notes and other Indebtedness (a "principal payment quarter"), a reserve
equal to at least 25% of the aggregate amount of all principal to be paid in
respect of such Notes and other such Indebtedness secured equally and ratably
with the Notes in such principal payment quarter; in the second calendar quarter
immediately preceding a principal payment quarter, a reserve equal to at least
50% of the aggregate amount of all principal to be paid in respect of such Notes
and other such Indebtedness in such principal payment quarter; and in the
calendar quarter immediately preceding a principal payment quarter, a reserve
equal to at least 75% of the aggregate amount of all principal to be paid in
respect of such Notes and other such Indebtedness in such principal payment
quarter, and (z) with respect to the Notes and any other Indebtedness secured
equally and ratably with the Notes of which principal is payable semiannually,
in each calendar quarter which immediately precedes a quarter in which principal
is payable in respect of such Notes and such Indebtedness a reserve equal to at
least 50% of the aggregate amount of all principal to be paid in respect of such
Notes and other such Indebtedness in the next quarter; provided further that the
amount of such reserve specified in clauses (x), (y) and (z) of this definition
for principal amounts to be paid shall be reduced by the aggregate

                                      D-52
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

principal amount of all binding, irrevocable letters of credit established to
refinance such principal amounts.

     "Bank Credit Facilities" shall mean that Credit Agreement, dated as of
December 13, 1995, among Star Gas, Fleet National Bank f/k/a Bank Boston, N.A.,
as administrative agent, Bank of America, N.A. as successor to NationsBank,
N.A., as documentation agent and the lenders named therein as amended by the
First Amendment dated as of May 31, 1996, the Second Amendment dated as of
October 21, 1997, the Third Amendment dated as of April 15, 1998, the Fourth
Amendment dated as of November 3, 1998, the Fifth Amendment dated as of January
22, 1999, the Sixth Amendment dated as of March 25, 1999, the Seventh Amendment
dated as of June 18, 1999, the Eighth Amendment dated as of June 30, 2000, the
Ninth Amendment dated as of September 29, 2000 and the Tenth Amendment dated as
of November 27, 2000, and any extension, renewal, refunding, or replacement
thereof otherwise permitted to be incurred and outstanding under Section
10.1(e), pursuant to which the Initial Acquisition Facility and the Working
Capital Facility will be made available to Star Gas.

     "Bankruptcy Law" shall have the meaning specified in Section 11(g).

     "Banks" shall mean the financial institutions listed in the signature pages
of the Bank Credit Facilities, each assignee which becomes a lender under the
Bank Credit Facilities pursuant to the terms thereof and their respective
successors.

     "Business" shall mean the operation by Star Gas and its Subsidiaries of the
wholesale and retail sale, distribution and storage of propane gas and related
petroleum derivative products and the related retail sale of supplies and
equipment, including home appliances.

     "Business Day" shall mean any day other than a Saturday, a Sunday or a day
on which commercial banks in New York City are required or authorized by law to
be closed.

     "Called Principal" shall mean with respect to any Note, the principal of
such Note that is to be prepaid pursuant to Section 9.2, 9.3 or 9.4 or becomes
or is declared to be immediately due and payable pursuant to Section 11, as the
context requires.

     "Capital Contribution" shall mean the net cash proceeds received by Star
Gas from the general partner of Star Gas or from the Public Partnership as a
capital contribution or as consideration for the issuance by Star Gas of
additional partnership interests, in each case for the sole purpose of financing
the expenditures referred to in Section 10.1(b).

     "Capital Lease" shall mean as applied to any Person, any lease of any
property (whether real, personal or mixed) by such Person (as lessee or
guarantor or other surety) which would, in accordance with GAAP, be required to
be classified and accounted for as a capital lease on a balance sheet of such
Person.

                                      D-53
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Cash Collateral Agreement" shall mean the Cash Collateral Agreement dated
as of December 13, 1995, between Star Gas and the Administrative Agent, as
amended from time to time.

     "CERCLA" shall mean the Federal Comprehensive Environmental Response,
Compensation and Liability Act, as amended.

     "Closing" shall have the meaning specified in Section 3.

     "Code" shall mean the Internal Revenue Code of 1986, as amended from time
to time.

     "Commodity Hedging Agreement(s)" shall mean any agreement or arrangement
designed solely to protect Star Gas against fluctuations in the price of propane
with respect to quantities of propane that Star Gas reasonably expects to
purchase from suppliers, sell to its customers or need for its inventory during
the period covered by such agreement or arrangement.

     "Common Units" shall have the meaning provided for in the MLP Agreement.

     "Consolidated Cash Flow" shall mean, at any date of determination, for the
period of four consecutive fiscal quarters most recently completed at least 45
days (except that in connection with any calculation required pursuant to
Section 10.4, for the period of four consecutive fiscal quarters most recently
completed) prior to such date of determination,

          (a)  the sum of, without duplication, the amounts for such period,
     taken as a single accounting period, (i) Consolidated Net Income and (ii)
     all amounts deducted in arriving at such Consolidated Net Income in respect
     of (1) interest charges (including amortization of debt discount and
     expense and imputed interest on Capital Lease obligations), (2) provisions
     for all taxes and reserves (including, reserves for deferred income taxes)
     and (3) non-cash items, less

          (b)  without duplication, any cash items added in the determination of
     such Consolidated Net Income for such period.

Consolidated Cash Flow shall be calculated after giving effect, on a pro forma
basis for the four consecutive fiscal quarters most recently completed at least
45 days (except that in connection with any calculation required pursuant to
Section 10.4, for the period of four consecutive fiscal quarters most recently
completed) prior to such date of determination to, without duplication, any
asset sales or asset acquisitions (including, without limitation, any asset
acquisition giving rise to the need to make such calculation as a result of Star
Gas or any Restricted Subsidiary (including any Person who becomes a Restricted
Subsidiary as a result of such asset acquisition) incurring, assuming or
otherwise being liable for acquired Indebtedness) occurring during the period
commencing on the first day of such four fiscal quarter period to and including
the date of determination (the "Reference Period"), as if such asset sale or
asset acquisition occurred on the first day of the Reference Period; provided,
that Consolidated Cash Flow generated by an acquired business or asset shall be
determined for the four full fiscal quarters preceding the date

                                      D-54
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

of acquisition of such business or asset, on the basis of, without duplication,
(x) the historical sales volume of the acquired asset less an estimated post-
acquisition loss of sales volume of three percent (3%) minus (y) the actual cost
to Star Gas of the goods sold as determined for the volume determined in clause
(x) above minus (z) the pro forma expenses that would have been incurred by Star
Gas in the operation of such acquired business or asset during such period
computed on the basis of personnel expenses for employees retained or to be
retained by Star Gas in the operation of such acquired business or asset and
non-personnel costs and expenses incurred by Star Gas or the general partner of
Star Gas in the operation of Star Gas's business at similarly situated Star Gas
facilities or Restricted Subsidiary facilities.

     "Consolidated Interest Expense" shall mean, as of any date of
determination, the total amount payable by Star Gas and the Restricted
Subsidiaries on a consolidated basis, during the period of four consecutive
fiscal quarters most recently completed at least 45 days (except that in
connection with any calculation required pursuant to Section 10.4, during the
period of four consecutive fiscal quarters most recently completed) prior to
such date of determination, in respect of all interest charges (including
amortization of debt discount and expense and imputed interest on actual
payments under Capital Lease obligations) with respect to Indebtedness of Star
Gas and the Restricted Subsidiaries outstanding during such period of four
consecutive fiscal quarters.

     "Consolidated Net Income" shall mean, with reference to any period, the net
income (or deficit) of Star Gas and its Restricted Subsidiaries for such period
(taken as a cumulative whole), after deducting all operating expenses,
provisions for all taxes and reserves (including reserves for deferred income
taxes) and all other proper deductions, all determined in accordance with GAAP
on a consolidated basis, after eliminating all intercompany transactions and
after deducting portions of income properly attributable to minority interests,
if any, in the stock and surplus of Restricted Subsidiaries, provided that there
shall be excluded (a) the income (or deficit) of any Person accrued prior to the
date it becomes a Restricted Subsidiary or is merged into or consolidated with
Star Gas or a Restricted Subsidiary, (b) the income (or deficit) of any Person
(other than a Restricted Subsidiary) in which Star Gas or any Restricted
Subsidiary has an ownership interest, except to the extent that any such income
has been actually received by Star Gas or such Restricted Subsidiary in the form
of dividends (but subject to the limitations specified in the proviso below),
(c) the undistributed earnings of any Restricted Subsidiary to the extent that
the declaration or payment of dividends or similar distributions by such
Restricted Subsidiary is not at the time permitted by the terms of its charter
or any agreement, instrument, judgment, decree, order, statute, rule or
governmental regulation applicable to such Restricted Subsidiary, (d) any
restoration to income of any contingency reserve, except to the extent that
provision for such reserve was made out of income accrued during such period,
(e) any aggregate net gain (but not any aggregate net loss) during such period
arising from the sale, exchange or other disposition of capital assets (such
terms to include all fixed assets, whether tangible or intangible, all Inventory
sold in conjunction with the disposition of fixed assets, and all securities),
(f) any write-up of any asset, (g) any net gain from the collection of the
proceeds of life insurance policies, (h) any gain arising from the acquisition
of any securities, or the extinguishment, under GAAP, of any Indebtedness, of
Star Gas or any Restricted Subsidiary, (i) any net income or gain (but not any
net loss) during such period from any change in

                                      D-55
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

accounting, from any discontinued operations or the disposition thereof, from
any extraordinary events or from any prior period adjustments, (j) any deferred
credit representing the excess equity in any Restricted Subsidiary at the date
of acquisition over the cost of the investment in such Restricted Subsidiary,
and (k) in the case of a successor to Star Gas by consolidation or merger or as
a transferee of its assets, any earnings of the successor corporation prior to
such consolidation, merger or transfer of assets; provided, further, that
notwithstanding clause (b) above, there shall be excluded in any event the
income (or deficit) of Petro Holdings, whether or not any amounts are actually
received by Star Gas or any Restricted Subsidiary from or through Petro Holdings
in the form of dividends or otherwise.

     "Consolidated Net Worth" shall mean, as to Star Gas, the amount by which

          (a)  the total assets of Star Gas and the Restricted Subsidiaries
     appearing on a consolidated balance sheet of Star Gas and the Restricted
     Subsidiaries prepared in accordance with GAAP as of the date of
     determination (after eliminating all amounts properly attributable to
     minority interests in the stock and surplus, if any, of the Restricted
     Subsidiaries) exceeds

            (b) total liabilities of Star Gas and the Restricted Subsidiaries
     appearing on a consolidated balance sheet of Star Gas and the Restricted
     Subsidiaries prepared in accordance with GAAP as of the date of
     determination on a consolidated basis,

in each case after eliminating all intercompany transactions, and as to any
other Person, the amount by which

          (i)  the total assets of such Person and its Subsidiaries appearing on
     a consolidated balance sheet of such Person and its Subsidiaries prepared
     in accordance with GAAP as of the date of determination (after eliminating
     all amounts properly attributable to minority interests in the stock and
     surplus, if any, of its Subsidiaries) exceeds

          (ii) total liabilities of such Person and its Subsidiaries appearing
     on a consolidated balance sheet of such Person and its Subsidiaries
     prepared in accordance with GAAP as of the date of determination on a
     consolidated basis,

in each case after eliminating all intercompany transactions.

     "Consolidated Pro Forma Debt Service" shall mean as of any date of
determination, the total amount payable by Star Gas and the Restricted
Subsidiaries on a consolidated basis, during the four consecutive calendar
quarters next succeeding the date of determination, in respect of scheduled
principal payments and all interest charges (excluding amortization of debt
discount and expense) with respect to Indebtedness of Star Gas and the
Restricted Subsidiaries outstanding on such date of determination, after giving
effect to any Indebtedness proposed to be incurred on such date and to the
substantially concurrent repayment of any other Indebtedness, and (a) including
actual payments under Capital Lease obligations, (b) assuming, in the case of

                                      D-56
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

Indebtedness (other than Indebtedness incurred under the Bank Credit Facilities)
bearing interest at fluctuating interest rates which cannot be determined in
advance, that the rate in effect on such date will remain in effect throughout
such period, (c) assuming in the case of Indebtedness incurred under the Bank
Credit Facilities, that (1) the interest payments payable during such four
consecutive calendar quarters next succeeding the date of determination will
equal the actual interest payments associated with the Bank Credit Facilities
during the most recent four fiscal quarters, (2) except for the twelve-month
period immediately prior to the termination or final maturity thereof (unless
extended, renewed or replaced), no principal payments will be made under the
Working Capital Facility and (3) principal payments relating to the Initial
Acquisition Facility will become due based on the assumption that the conversion
to the fixed amortization schedule pursuant to sections 2.01(c) and 2.02(g) of
the Bank Credit Facilities, (d) treating the principal amount of all
Indebtedness outstanding as of such date of determination under a revolving
credit or similar agreement (other than the Bank Credit Facilities as maturing
and becoming due and payable on the scheduled maturity date or dates thereof
(including, the maturity of any payment required by any commitment reduction or
similar amortization provision), without regard to any provision permitting such
maturity to be extended, (e) including any other designated debt repayments due
within twelve months from such date of determination and (f) excluding principal
and interest payments in connection with Star/Petro Intercompany Subordinated
Debt.

     "Conveyance Agreements" shall mean (a) the Contribution, Conveyance and
Assumption Agreement, dated as of December 20, 1995, among Star Gas Corporation,
Star Gas, Star Gas Partners, L.P., Stellar Propane Services Corp., Star Gas
Silgas of Illinois, Inc. and Silgas Inc. and (b) each of the individual
conveyances, assignments and bills of sale delivered to Star Gas pursuant to the
Contribution, Conveyance and Assumption Agreement referred to in the foregoing
clause (a).

     "Current Value" shall have the meaning provided for in Section 10.22.

     "Discounted Value" shall mean, with respect to the Called Principal of any
Note, the amount obtained by discounting all Remaining Scheduled Payments with
respect to such Called Principal from their respective scheduled due dates to
the Settlement Date with respect to such Called Principal, in accordance with
accepted financial practice and at a discount factor (applied on a semi-annual
basis) equal to the Reinvestment Yield plus 50 basis points with respect to such
Called Principal.

     "Documentation Agent" shall mean Bank of America, N.A. as successor to
NationsBank, N.A., in its capacity as documentation agent for the Banks under
the Bank Credit Facilities, and its successors in such capacity.

     "Dollar" and sign "$" shall mean lawful money of the United States of
America.

     "EBITDA" shall mean for any period the net income of an Acquired Business
Entity, plus (to the extent deducted in determining such net income) the sum of
(i) all interest and income tax expense of such Acquired Business Entity during
such period, and (ii) all

                                      D-57
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

depreciation and amortization expense of such Acquired Business Entity during
such period, all such items of income and expense being calculated in accordance
with GAAP.

     "Environmental Laws" shall mean applicable Federal, state, local and
foreign laws, rules or regulations relating to emissions, discharges, releases
or threatened releases of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes into the environment (including, without
limitation, air, surface water, ground water or land), or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of pollutants, contaminants, chemicals or industrial,
toxic or hazardous substances or wastes.

     "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "Event of Default" shall have the meaning specified in Section 11.

     "Excess Proceeds" shall have the meaning specified in Section 10.7(c).

     "Existing Unmortgaged Property" shave have the meaning specified in Section
10.22.

     "Funded Debt" shall mean, as applied to any Person, all Indebtedness of
such Person which by its terms or by the terms of any instrument or agreement
relating thereto matures more than one year from the date of the initial
creation thereof, provided that Funded Debt shall include any Indebtedness which
does not otherwise come within the foregoing definition but which is directly or
indirectly renewable or extendible at the option of the debtor to a date one
year or more (including an option of the debtor under a revolving credit or
similar agreement obligating the lender or lenders to extend credit over a
period of one year or more) from the date of the initial creation thereof,
provided further that, in the case of Star Gas, Funded Debt shall not include
any Indebtedness under the Working Capital Facility.

     "GAAP" shall mean generally accepted accounting principles in effect in the
United States from time to time.

     "General Partner" shall mean Star Gas LLC, a Delaware limited liability
company.

     "General Partner Guarantee Agreement" shall mean the General Partner
Guarantee Agreement between the General Partner and the Trustee, dated as of
March 25, 1999, as amended from time to time.

     "General Partner of Star Gas" shall mean the General Partner, so long as it
holds a general partner interest in Star Gas, and any successor to such interest
or any part thereof, so long as such successor shall hold such interest or part
thereof.

     "Guaranty" shall mean, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person with respect to any
indebtedness, lease, dividend or other

                                      D-58
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

obligation of another, including, without limitation, any such obligation
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business) or discounted or sold with recourse
by such Person, or in respect of which such Person is otherwise directly or
indirectly liable or any other obligation under any contract which, in economic
effect, is substantially equivalent to a guaranty, including, without
limitation, any such obligation of a partnership in which such Person is a
general partner or of a joint venture in which such Person is a joint venturer,
and any such obligation in effect guaranteed by such Person through any
agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire
such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), or to maintain the solvency or
any balance sheet or other financial condition of the obligor of such
obligation, or to make payment for any products, materials or supplies or for
any transportation or services regardless of the non-delivery or nonfurnishing
thereof, in any such case if the purpose or intent of such agreement is to
provide assurance that such obligation will be paid or discharged, or that any
agreements relating thereto will be complied with, or that the holders of such
obligation will be protected against loss in respect thereof.

     "Hazardous Materials" shall mean any gasoline or petroleum (including crude
oil or any fraction thereof) or petroleum products, polychlorinated biphenyls,
urea-formaldehyde insulation, asbestos or asbestos-containing materials,
pollutants, contaminants, radioactivity, and any other materials or substances
of any kind, whether or not any such substance is defined as hazardous under any
Environmental Law, that is regulated pursuant to any Environmental Law or that
could give rise to liability under any Environmental Law.

     "Indebtedness" shall mean as applied to any Person (without duplication):

          (a)  any indebtedness for borrowed money which such Person has
     directly or indirectly created, incurred or assumed;

          (b)  any indebtedness, whether or not for borrowed money, with respect
     to which such Person has become directly or indirectly liable and which
     represents the deferred purchase price (or a portion thereof) or has been
     incurred to finance the purchase price (or a portion thereof) of any
     property or service or business acquired by such Person, whether by
     purchase, consolidation, merger or otherwise;

          (c)  all obligations evidenced by notes, bonds, debentures or similar
     instruments, including obligations so evidenced incurred in connection with
     the acquisition or property, assets or businesses;

          (d)  all indebtedness created or arising under any conditional sale or
     other title retention agreement, or incurred as financing, in either case
     with respect to property acquired by the Person (even though the rights and
     remedies of the seller or bank under such agreement in the event of default
     are limited to repossession or sale of such property);

                                      D-59
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

          (e)  any obligations under Capital Leases to the extent such
     obligations would, in accordance with GAAP, appear on a balance sheet of
     such Person;

          (f)  any indebtedness, whether or not for borrowed money, secured by
     (or for which the holder of such Indebtedness has an existing right,
     contingent or otherwise, to be secured by) any Lien in respect of property
     owned by such Person, whether or not such Person has assumed or become
     liable for the payment of such indebtedness, provided that the amount of
     such Indebtedness if not so assumed shall in no event be deemed to be
     greater than the fair market value from time to time (as determined in good
     faith by such Person) of the property subject to such Lien;

          (g)  all redeemable capital stock of such Person valued at the greater
     of its voluntary or involuntary maximum fixed repurchase price plus accrued
     dividends;

          (h)  any preferred stock of any Subsidiary of such Person valued at
     the sum of the liquidation preference thereof or any mandatory redemption
     payment obligations in respect thereof plus, in either case, accrued
     dividends thereon;

          (i)  any indebtedness of the character referred to in clause (a)
     through (h) of this definition deemed to be extinguished under GAAP but for
     which such Person remains legally liable; and

          (j)  any indebtedness of any other Person of the character referred to
     in clause (a) through (i) of this definition with respect to which the
     Person whose Indebtedness is being determined has become liable by way of a
     Guaranty.

Notwithstanding the foregoing, in determining the Indebtedness of Star Gas and
the Restricted Subsidiaries, there shall be excluded all undrawn letters of
credit (not yet due and payable), trade accounts payable, accrued interest and
other accrued expenses and customer credit balances arising in the ordinary
course of business on ordinary terms.

     "Initial Acquisition Facility" shall mean that Initial Acquisition Facility
under the Bank Credit Facilities which shall permit borrowings thereunder in an
aggregate amount of up to $25,000,000 (not including any Refinanced Acquisition
Debt) and which shall be secured by the Mortgaged Property pursuant to the
Security Documents, and any extension, renewal, refunding or replacement
thereof, provided that the aggregate amount that may be outstanding pursuant
thereto shall not exceed $25,000,000 (not including any Refinanced Acquisition
Debt).

     "Intercompany Notes" shall mean any and all promissory notes of a
Restricted Subsidiary issued to Star Gas or to another Restricted Subsidiary, in
the form attached as Exhibit C hereto or such other form as may be satisfactory
to the Required Holders, representing all Indebtedness of such Restricted
Subsidiary to Star Gas or such other Restricted Subsidiary, as the case may be.

                                      D-60
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Interest Rate Agreement" shall mean any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement designed solely to protect Star Gas against
fluctuations in interest rates on Indebtedness outstanding under the Bank Credit
Facilities entered into with one or more of the banks party to the Bank Credit
Facilities.

     "Inventory" shall mean goods held by a Person for sale or lease or to be
furnished under contracts of service or if such Person has so furnished them, or
if they are raw materials, work in process or materials used or consumed in the
Business (but not goods which are, or may become, fixed assets, or which have a
relatively long period of use).

     "Investment" shall mean, as applied to any Person, any direct or indirect
purchase or other acquisition by such Person of stock or other securities of any
other Person, or any direct or indirect loan, advance or capital contribution by
such Person to any other Person, and any other item which would be classified as
an "investment" on a balance sheet of such Person prepared in accordance with
GAAP, including, without limitation, any direct or indirect contribution by such
Person of property or assets to a joint venture, partnership or other business
entity in which such Person retains an interest.  For the purposes of Section
10.3(b), the amount involved in Investments made during any period shall be the
aggregate cost to Star Gas of all such Investments made during such period,
determined in accordance with GAAP, but without regard to unrealized increases
or decreases in value, or write-ups, write-downs or write-offs, of such
investments and without regard to the existence of any undistributed earnings or
accrued interest with respect thereto accrued after the respective dates on
which such Investments were made, less any net return of capital realized during
such period upon the sale, repayment or other liquidation of such Investment
(determined in accordance with GAAP, but without regard to any amounts received
during such period as earnings (in the form of dividends not constituting a
return of capital, interest or otherwise) on such Investment) or as loans from
any Person in whom such Investments have been made.

     "Investment Grade" shall mean, in any case, the lowest of (a) in the case
of a rating conducted by Standard & Poor's Ratings Group, a rating of at least
BBB- or PPR2-, (b) in the case of a rating conducted by Duff and Phelps Credit
Rating Co. or Fitch Investors Service, Inc., a rating of at least BBB- or (c) in
the case of a rating conducted by Moody's Investor Service, Inc., a rating of at
least Baa3.

     "Legal Requirement" shall mean any law, statute, ordinance, decree,
requirement, order, judgment, rule or regulation (or published official
interpretation by any governmental authority of any of the foregoing) of any
governmental authority.

     "Lien" shall mean, as to any Person, any mortgage, lien (statutory or
otherwise), pledge, reservation, right of entry, encroachment, easement, right
of way, restrictive covenant, license, charge, security interest or other
encumbrance in or on, or any interest or title of any vendor, lessor, lender or
other secured party to or of such Person under any conditional sale or other
title retention agreement or Capital Lease with respect to, any property or
asset owned or held by such Person, or the signing or filing of a financing
statement with respect to any of the foregoing

                                      D-61
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

which names such Person as debtor, or the signing of any security agreement with
respect to any of the foregoing authorizing any other party as the secured party
thereunder to file any financing statement or any other agreement to give or
grant any of the foregoing. For the purposes of this Agreement, a Person shall
be deemed to be the owner of any asset which it has placed in trust for the
benefit of the holders of Indebtedness of such Person and such trust shall be
deemed to be a Lien if such Person remains legally liable therefor,
notwithstanding that such Indebtedness is or may be deemed to be extinguished
under GAAP.

     "Lockbox Agreements" shall mean any and all agreements among any bank, in
its capacity as the depository bank, Star Gas or a Restricted Subsidiary and the
Trustee in substantially the form attached hereto as Exhibit Q to the 1995 Note
Agreements, as amended from time to time.

     "Make Whole Amount" shall mean with respect to any Note, an amount equal to
the excess, if any, of the Discounted Value of the Remaining Scheduled Payments
of the Called Principal of such Note over such Called Principal.  The Make Whole
Amount shall in no event be less than zero.

     "Material Adverse Effect" shall mean a material adverse effect on (a) the
business, operations, property, condition (financial or otherwise) or prospects
(financial or otherwise) of the Obligors or the Business, (b) the ability of
either Obligor, the General Partner or any Restricted Subsidiary to perform its
obligations under this Agreement or any other Operative Agreement or (c) the
validity, enforceability, perfection or priority of this Agreement or any other
Operative Agreement or of the rights or remedies of the holder of any Notes or
the Trustee.

     "Maximum Consolidated Pro Forma Debt Service" shall mean, as of any date of
determination, the highest total amount payable by Star Gas and the Restricted
Subsidiaries on a consolidated basis, during any period of four consecutive
fiscal quarters, commencing with the fiscal quarter in which such date of
determination occurs and ending on the latest maturity date of the Notes, in
respect of scheduled principal payments and all interest charges with respect to
all Indebtedness of Star Gas and the Restricted Subsidiaries outstanding or to
be outstanding, after giving effect to any Indebtedness proposed to be incurred
on such date and to the substantially concurrent repayment of any other
Indebtedness, and (a) including actual payments under Capital Lease obligations,
(b) assuming, in the case of Indebtedness (other than Indebtedness incurred
under the Bank Credit Facilities) bearing interest at fluctuating interest rates
which cannot be determined in advance, that the rate in effect on such date will
remain in effect throughout such period, (c) assuming in the case of
Indebtedness incurred under the Bank Credit Facilities, that (1) the interest
payments payable during such four consecutive calendar quarters next succeeding
the date of determination will equal the actual interest payments associated
with the Bank Credit Facilities during the most recent four fiscal quarters, (2)
except for the twelve-month period immediately prior to the termination or final
maturity thereof (unless extended or renewed) no principal payments will be made
under the Working Capital Facility and (3) principal payments relating to the
Initial Acquisition Facility will become due based on the assumption that the
conversion to the fixed amortization schedule pursuant to section 2.01(c) and
2.02(g) of the Bank Credit Facilities, (d) treating the principal amount of all

                                      D-62
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

Indebtedness outstanding as of such date of determination under a revolving
credit or similar agreement (other than the Bank Credit Facilities) as maturing
and becoming due and payable on the scheduled maturity date or dates thereof
(including the maturity of any payment required by any commitment reduction or
similar amortization provision), without regard to any provision permitting such
maturity date to be extended, (e) including any other designated debt repayments
due within twelve months from such date of determination and (f) excluding
principal and interest payments in connection with Star/Petro Intercompany
Subordinated Debt.

     "maximum permitted amount" shall have the meaning specified in Section
10.30.

     "MLP Agreement" shall mean the Agreement of Limited Partnership of Star Gas
Partners, L.P., dated as of December 20, 1995, as amended from time to time.

     "Mortgage(s)" shall mean the separate mortgage, security agreement and
fixture filings among Star Gas, Star Gas LLC as successor to Petroleum Heat and
Power Co., Inc. and Star Gas Corporation and the Trustee, substantially in the
form of Exhibit D1 to the 1995 Note Agreements, and the All Star Gas Mortgages,
each as amended from time to time.

     "Mortgaged Property" shall mean collectively, the properties referred to as
the "Mortgaged Property" in the Mortgages or as the "Collateral" under the
Obligor Security Agreement and as the "Security" in the Trust Agreement.

     "Multiemployer Plan" shall mean a Plan which is a "multiemployer plan"
within the meaning of section 4001(a)(3) of ERISA.

     "1995 Note Agreements" shall mean the separate Note Agreements, each dated
as of December 13, 1995, among Star Gas, Star Gas LLC as successor to Petroleum
Heat and Power Co., Inc. and Star Gas Corporation and the respective purchasers
listed in the Schedule of Purchasers attached thereto, as amended by the First
Amendment to Note Agreements dated as of May 31, 1996 and the Second Amendment
to Note Agreements dated as of March 25, 1999, as further amended, supplemented,
restated or modified from time to time.

     "1995 Notes" shall mean the 8.04% First Mortgage Notes due September 15,
2009 of the Obligors issued pursuant to the 1995 Note Agreements in an original
aggregate principal amount of $85,000,000.

     "1998 Note Agreement" shall mean the Note Agreement, dated as of January
22, 1998, between the Obligors and the purchaser listed in the Schedule of
Purchasers attached thereto, as amended by that certain First Amendment to Note
Agreement dated as of March 25, 1999, and as further amended, supplemented,
restated or modified from time to time.

     "1998 Notes" shall mean the 7.17% First Mortgage Notes due September 15,
2010 of the Obligors issued pursuant to the 1998 Note Agreement in an original
aggregate principal amount of $11,000,000.

                                      D-63
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Non-Related Subsidiaries" shall mean Subsidiaries of Petro other than any
such Subsidiary which is a Related Person.

     "Notes" shall have the meaning specified in Section 1.

     "Obligor Security Agreement" shall mean the Pledge and Security Agreement,
dated as of December 13, 1995, among Star Gas, Star Gas LLC as successor to
Petroleum Heat and Power Co., Inc. and Star Gas Corporation, the Restricted
Subsidiaries named therein and the Trustee, as amended from time to time.

     "Obligors" shall have the meaning specified in the Introduction.

     "Offering Materials" shall have the meaning specified in Section 5.4.

     "Officers' Certificate" shall mean as to any corporation, a certificate
executed on its behalf by the Chairman of the Board of Directors (if an officer)
or its President or one of its Vice Presidents and its Treasurer, or Controller,
or one of its Assistant Treasurers or Assistant Controllers, and, as to any
partnership, a certificate executed on behalf of such partnership by its general
partner in a manner which would qualify such certificate as an Officers'
Certificate of such general partner hereunder.

     "Operative Agreements" shall mean this Agreement, the Notes, the 2000 Note
Agreement, the 1998 Note Agreement, the 1995 Note Agreements, the Bank Credit
Facilities, the Security Documents, the Intercompany Notes, the Conveyance
Agreements, the MLP Agreement and the Partnership Agreement.

     "Parity Debt" shall mean Indebtedness of either Obligor incurred in
accordance with Section 10.1(b), 10.1(e), 10.1(f) or 10.1(i) and secured by the
Lien of the Security Documents in accordance with Section 10.2(h) or 10.2(i).

     "Partnership Agreement" shall mean the Agreement of Limited Partnership of
Star Gas, as in effect on the date of the Closing, and as the same may from time
to time be amended, modified or supplemented in accordance with the terms
thereof and Section 10.12 hereof.

     "Partners Security Agreement" shall mean the Amended and Restated Pledge
and Security Agreement among the Public Partnership, the General Partner and the
Trustee, dated as of March 25, 1999, as amended from time to time.

     "PBGC" shall mean the Pension Benefit Guaranty Corporation or any
governmental authority succeeding to any of its functions.

     "Perfection Certificate" shall mean a certificate from Star Gas in
substantially the form attached thereto as Exhibit S to the 1995 Note
Agreements.

     "Permitted Banks" shall have the meaning specified in Section 10.3(a)(4).

                                      D-64
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Permitted Encumbrances" shall mean the encumbrances and exceptions to
title to the Assets described in the Security Documents.

     "Permitted Exceptions" shall have the meaning specified in Section 5.8(a).

     "Permitted Insurers" shall mean insurers with ratings of A or better
according to Best's Insurance Reports or a comparable rating agency for
insurance companies located outside of the United States and Canada and with
assets of no less than $500 million.

     "Person" shall mean a corporation, a firm, a joint venture, an association,
a partnership, a limited liability company, an organization, a business, a trust
or other entity or enterprise, an individual, a government or political
subdivision thereof or a governmental agency, department or instrumentality.

     "Petro" shall mean Petroleum Heat and Power Co., Inc., a Minnesota
corporation.

     "Petro Holdings" shall mean Petro Holdings, Inc. and its Subsidiaries.

     "Petro's Pro Forma Propane Volumes" shall have the meaning specified in
Section 10.30.

     "Plan" shall mean an "employee benefit plan" (as defined in section 3(3) of
ERISA) subject to Title IV of ERISA which is or has been established or
maintained, or to which contributions are or have been made, by the General
Partner, either Obligor or any Related Person or to which the General Partner,
either Obligor or any Related Person is or has been obligated to contribute, or
an employee benefit plan as to which the General Partner, either Obligor or any
Related Person could be treated as a contributory sponsor under section 4069 or
section 4212 of ERISA if such plan were terminated.

     "Potential Event of Default" shall mean any condition or event which, with
notice or lapse of time or both, would become an Event of Default.

     "Public Partnership" shall mean Star Gas Partners, L.P., a Delaware limited
partnership.

     "Public Partnership Restricted Proceeds" shall mean all proceeds of (a)
borrowings by Star/Petro from the Public Partnership and (b) capital
contributions or equity investments indirectly made by the Public Partnership in
Star/Petro, which proceeds, upon receipt thereof, are designated  for investment
by Star/Petro in Petro Holdings.

     "Purchase Money Lien" shall have the meaning specified in Section 10.2(j).

     "Purchasers" shall have the meaning set forth in the Introduction.

     "QPAM Exemption" shall have the meaning specified in Section 6.2(c).

                                      D-65
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "RCRA" shall mean the Federal Resource Conservation and Recovery Act, as
amended.

     "Refinanced Acquisition Debt" shall mean any Indebtedness originally
incurred under the Initial Acquisition Facility which has been refinanced
pursuant to Section 10.1(i).

     "Reinvestment Yield" shall mean with respect to the Called Principal of any
Note, the yield to maturity implied by (a) the yields reported, as of 10:00 a.m.
(New York City time) on the Business Day next preceding the Settlement Date with
respect to such Called Principal, on the display designated as "Page PX-1" on
the Bloomberg Financial Market Screen (or such other display as may replace Page
PX-1 on the Bloomberg Financial Market Screen) for actively traded U.S. Treasury
securities having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or if such yields shall not be reported as
of such time or the yields reported as of such time shall not be ascertainable,
(b) the Treasury constant maturity series yields reported, for the latest day
for which such yields shall have been so reported as of the Business Day next
preceding the Settlement Date with respect to such Called Principal, in Federal
Reserve Statistical Release H.15(519) (or any comparable successor publication)
for actively traded U.S. Treasury securities having a constant maturity equal to
the Remaining Average Life of such Called Principal as of such Settlement Date.
Such implied yield shall be determined, if necessary, by (i) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with accepted
financial practice and (ii) interpolating linearly between yields reported to
various maturities.

     "Related Person" shall mean any trade or business, whether or not
incorporated, which, as of any date of determination, would be treated as a
single employer together with the General Partner or either Obligor under
section 414 of the Code.

     "Remaining Average Life" shall mean with respect to the Called Principal of
any Note, the number of years (calculated to the nearest one-twelfth year)
obtained by dividing (a) such Called Principal into (b) the sum of the products
obtained by multiplying (i) each Remaining Scheduled Payment of such Called
Principal (but not of interest thereon) by (ii) the number of years (calculated
to the nearest one-twelfth year) which will elapse between the Settlement Date
with respect to such Called Principal and the scheduled due date of such
Remaining Scheduled Payment.

     "Remaining Scheduled Payments" shall mean with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon that would be due on or after the Settlement Date with respect to such
Called Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Notes, then the
amount of the next succeeding scheduled interest payment will be reduced by the
amount of interest accrued to such Settlement Date and required to be paid on
such Settlement Date pursuant to Sections 9 or 11.

     "Required Holders" shall mean the holders of at least 66-2/3% principal
amount of the Notes at the time outstanding.

                                      D-66
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Responsible Officer" shall mean the President, any Vice President, the
Chief Financial Officer, the Treasurer and the Secretary of the general partner
of Star Gas or Star/Petro, as the case may be, and any other officer of the
general partner of Star Gas or Star/Petro, as the case may be, who is
responsible for compliance with or performance of any obligation under this
Agreement or the other Operative Agreements and any employee of Star Gas or
Star/Petro or any employee or officer of Petro performing any of the above
functions.

     "Restricted Payment" shall mean as to any Person, (a) any payment, dividend
or other distribution, direct or indirect, in respect of any partnership
interest (general or limited) or membership interest in, or on account of any
shares of any class of stock of, such Person, except a distribution payable
solely in additional partnership interests or membership interests in, or shares
of stock of, such Person, and (b) any payment, direct or indirect, on account of
the redemption, retirement, purchase or other acquisition of any partnership
interest or membership interest in, or any shares of any class of stock of, such
Person now or hereafter outstanding or of any warrants, rights or options to
acquire any such shares, except to the extent that the consideration therefor
consists of shares of stock of such Person.

     "Restricted Subsidiary" shall mean any Wholly-Owned Subsidiary of Star Gas
(a) organized under the laws of the United States or any state thereof or the
District of Columbia, (b) none of the capital stock or ownership interests of
which is owned by Unrestricted Subsidiaries, (c) substantially all of the
operating assets of which are located in, and substantially all of the business
of which is conducted within the United States and which business consists of
the wholesale and retail sale, distribution and storage of propane gas and
related petroleum derivative products and/or the related retail sale of supplies
and equipment, including home appliances, and (d) designated by Star Gas as a
Restricted Subsidiary in Schedule 13 or at a subsequent date; provided, however,
that (i) to the extent a newly formed or acquired Wholly-Owned Subsidiary
satisfying the requirements of the foregoing clauses (a), (b) and (c) is not
declared either a Restricted Subsidiary or an Unrestricted Subsidiary within 90
days of its formation or acquisition, such Wholly-Owned Subsidiary shall be
deemed a Restricted Subsidiary and (ii) a Restricted Subsidiary may be
designated as an Unrestricted Subsidiary in accordance with the provisions of
Section 10.19(a).

     "Security Documents" shall mean the Trust Agreement, the Mortgage(s), the
Obligor Security Agreement, the General Partner Guarantee Agreement, the
Subsidiary Guarantee Agreement, the Partners Security Agreement, the Perfection
Certificate, the Lockbox Agreements, the Cash Collateral Agreement, and all
other security agreements and documents and instruments executed and delivered
in order to secure the Indebtedness and/or perfect the Liens referred to in the
Trust Agreement.

     "Seller" shall mean, with respect to any Acquired Business Entity, the
Person from whom Star Gas acquires (whether by purchase, merger or
consolidation) such Acquired Business Entity.

     "Series A Notes" shall have the meaning specified in Section 1.

                                      D-67
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Series B Notes" shall have the meaning specified in Section 1.

     "Settlement Date" shall mean, with respect to the Called Principal of any
Note, the date on which such Called Principal is to be prepaid pursuant to
Section 9.2, 9.3 or 9.4 or is declared to be or becomes immediately due and
payable pursuant to Section 11, as the context requires.

     "Star Gas" shall have the meaning specified in the Introduction.

     "Star/Petro" shall have the meaning specified in the Introduction.

     "Star/Petro Intercompany Subordinated Debt" shall mean the borrowing of
Star/Petro from the Public Partnership evidenced by the Star/Petro Intercompany
Subordinated Note.

     "Star/Petro Intercompany Subordinated Note" shall mean the note evidencing
the Star/Petro Intercompany Subordinated Debt, which shall be fully subordinate
to the prior payment, in full, of the principal, interest and premium, if any,
on the Notes, with the terms as specified in the form of Intercompany Note
annexed as Exhibit C hereto, but modified (as set forth more fully in Section
10.4(c) hereof) to permit (i) investments indirectly made by the Public
Partnership, and (ii) interest payments in the event that the ratio of
Consolidated Cash Flow to Consolidated Interest Expense is greater than 2.0 to
1.0.

     "Subsidiary" shall mean, as to any Person, any corporation, association,
partnership, joint venture or other business entity at least a majority (by
number of votes) of the stock of any class or classes (or equivalent interests)
of which is at the time owned by such Person or by one or more Subsidiaries of
such Person or by such Person and one or more of its Subsidiaries, if the
holders of the stock of such class or classes (or equivalent interests) (a) are
ordinarily, in the absence of contingencies, entitled to vote for the election
of a majority of the directors (or Persons performing similar functions) of such
business entity, even though the right so to vote has been suspended by the
happening of such a contingency, or (b) are at the time entitled, as such
holders, to vote for the election of the majority of the directors (or Persons
performing similar functions) of such business entity, whether or not the right
so to vote exists by reason of the happening of a contingency.  Unless the
context otherwise requires, any reference to a Subsidiary shall mean a
Subsidiary of Star Gas.

     "Subsidiary Guarantee Agreement" shall mean the Guarantee Agreement among
the Restricted Subsidiaries and the Trustee, dated as of December 13, 1995, as
amended from time to time.

     "Substantial Portion" shall have the meaning specified in Section 7(a).

     "Supplemental Agreement" shall mean an agreement between a Restricted
Subsidiary and the Trustee in the form attached as Exhibit U to the 1995 Note
Agreements, as amended from time to time.

                                      D-68
<PAGE>

Star Gas Propane, L.P.
Star/Petro, Inc.

     "Trust Agreement" shall mean the Intercreditor and Trust Agreement, dated
as of December 13, 1995, among Star Gas, Star Gas LLC as successor to Petroleum
Heat and Power Co., Inc. and Star Gas Corporation, the Public Partnership, the
Restricted Subsidiaries named therein, the Trustee, the purchasers of the 1995
Notes, the Administrative Agent, the Documentation Agent and the Banks, as
amended from time to time.

     "Trustee" shall mean HSBC Bank USA f/k/a Marine Midland Bank, as Trustee
under the Trust Agreement and its successors and assigns thereunder.

     "2000 Note Agreement" shall mean the Note Agreement, dated as of March 30,
2000, among the Obligors and the purchasers listed in the Schedule of Purchasers
attached thereto, as amended by the First Amendment to Note Agreement dated as
of September 30, 2000, as further amended, supplemented, restated or modified
from time to time.

     "2000 Notes" shall mean the 8.67% First Mortgage Notes, Series A, due March
30, 2012 and the 8.72% First Mortgage Notes, Series B, due March 30, 2015, of
the Obligors issued pursuant to the 2000 Note Agreement in an original aggregate
principal amount of $27,500,000.

     "Uniform Commercial Code" shall mean the Uniform Commercial Code or similar
statute in effect from time to time in any jurisdiction.

     "Unrestricted Subsidiary" shall mean any Wholly-Owned Subsidiary other than
a Restricted Subsidiary which is organized under the laws of the United States
or any state thereof or the District of Columbia and substantially all of the
operating assets of which are located in, and substantially all of the business
of which is conducted within the United States and which business consists of
the wholesale and retail sale, distribution and storage of propane gas and
related petroleum derivative products and the related retail sale of supplies
and equipment, including home appliances.

     "Wholly-Owned" shall mean as applied to any Subsidiary, a Subsidiary all of
the outstanding shares (other than directors' qualifying shares, if required by
law) of every class of stock or other equity interests of which are at the time
owned by Star Gas or by one or more Wholly-Owned Subsidiaries or by Star Gas and
one or more Wholly-Owned Subsidiaries.

     "Working Capital Facility" shall mean that Working Capital Facility under
the Bank Credit Facilities which shall permit borrowings thereunder in aggregate
amount outstanding at any time no greater than as permitted by Section
10.1(e)(ii) and which shall be secured by the Mortgaged Property pursuant to the
Security Documents and any extension, renewal, refunding or replacement thereof,
provided that the aggregate amounts that may be outstanding pursuant thereto
shall be permitted by Section 10.1(e)(ii).

Section 14.    Registration, Transfer and Substitution of Notes.

     Section 14.1. Note Register; Ownership of Notes. Any Notes issued in
substantially the form of Exhibit A1 or A2 are in "registered form." The
Obligors will keep at the principal office

                                      D-69
<PAGE>

of Star Gas a register in which the Obligors will provide for the registration
of Notes in registered form and the registration of transfers of Notes in
registered form. The Obligors may treat the Person in whose name any Note is
registered on such register as the owner thereof for the purpose of receiving
payment of the principal of and the Make Whole Amount, if any, and interest on
such Note and for all other purposes, whether or not such Note shall be overdue,
and the Obligors shall not be affected by any notice to the contrary. All
references in this Agreement or in a Note to a "holder" of any Note shall mean
the Person in whose name such Note is at the time registered on such register.

          Section 14.2.  Transfer and Exchange of Notes.  Upon surrender of any
Note for registration of transfer or for exchange to the Obligors at the
principal office of Star Gas, the Obligors at their expense will execute and
deliver in exchange therefor a new Note or Notes of the same series in
denominations of at least $100,000 (except one Note may be issued in a lesser
principal amount if the unpaid principal amount of the surrendered Note is not
evenly divisible by, or is less than, $100,000), as requested by the holder or
transferee, which aggregate the unpaid principal amount of such surrendered
Note. Each such new Note shall be in registered form.  Each such Note shall be
dated so that there will be no loss of interest on such surrendered Note and
otherwise of like tenor, and shall be registered in the name or names of such
Person as such holder or transferee may request.  Any Note in lieu of which any
such new Note has been executed and delivered shall not be deemed to be an
outstanding Note for any purpose of this Agreement.

          Section 14.3.  Replacement of Notes.  Upon receipt of evidence
reasonably satisfactory to the Obligors of the loss, theft, destruction or
mutilation of any Note and, in the case of any such loss, theft or destruction
of any Note, upon delivery of an indemnity bond in such reasonable amount as the
Obligors may determine (or, in the case of any Note held by a Purchaser or
another institutional holder or such Purchaser's or other institutional holder's
nominee, of an indemnity agreement from such Purchaser or such other
institutional holder), or, in the case of any such mutilation, upon the
surrender of such Note for cancellation to the Obligors at the principal office
of Star Gas, the Obligors at their expense will execute and deliver, in lieu
thereof, a new Note of the same series in the unpaid principal amount of such
lost, stolen, destroyed or mutilated Note, dated so that there will be no loss
of interest on such Note and otherwise of like tenor.  Any Note in lieu of which
any such new Note has been so executed and delivered by the Obligors shall not
be deemed to be an outstanding Note for any purpose of this Agreement.

          Section 14.4.  Notes Held by Obligors Etc., Deemed Not Outstanding.
For the purposes of determining whether the holders of the Notes of the
requisite principal amount at the time outstanding have taken any action
authorized by this Agreement or any other Operative Agreement with respect to
the giving of consents or approvals or with respect to the acceleration upon an
Event of Default, any Notes directly or indirectly owned by either Obligor, the
general partner of Star Gas or any of their respective Affiliates shall be
disregarded and deemed not to be outstanding.

                                      D-70
<PAGE>

Section 15.    Payments on Notes.

          Section 15.1.  Place of Payment.  Payments of principal, Make Whole
Amount, if any, and interest becoming due and payable on the Notes shall be made
at the principal office of the Trustee, in the Borough of Manhattan, the City
and State of New York, unless the Obligors, by written notice to each holder of
any Notes, shall designate the principal office of another bank or trust company
in such Borough as such place of payment, in which case the principal office of
such other bank or trust company shall thereafter be such place of payment.

          Section 15.2.  Home Office Payment.  So long as a Purchaser or its
nominee shall be the holder of any Note, and notwithstanding anything contained
in Section 15.1 or in such Note to the contrary, the Obligors will pay all sums
becoming due on such Note for principal, Make Whole Amount, if any, and interest
no later than 12:00 noon (New York City time) and by the method and at the
address specified for such Purchaser for such purpose in Schedule A, or by such
other reasonable method or at such other address as such Purchaser shall have
from time to time specified to the Obligors in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation
thereon, except than any Note paid or prepaid in full shall, after such payment
or prepayment in full, be surrendered to the Obligors at the principal office of
Star Gas or at the place of payment maintained by the Obligors pursuant to
Section 15.1 for cancellation.  Prior to any sale or other disposition of any
Note held by a Purchaser or such Purchaser's nominee such Purchaser will, at its
election, either endorse thereon the amount of principal paid thereon and the
last date to which interest has been paid thereon or surrender such Note to the
Obligors in exchange for a new Note or Notes pursuant to Section 14.2.  The
Obligors will afford the benefits of this Section 15.2 to any institutional
investor which is the direct or indirect transferee of any Note purchased by a
Purchaser under this Agreement and which has made the same agreement relating to
such Note as such Purchaser has made in this Section 15.2.

Section 16.    Expenses, Indemnification, Etc.

     (a)  Whether or not the transactions contemplated hereby shall be
consummated, the Obligors will pay all expenses in connection with such
transactions and in connection with any amendments or waivers (whether or not
the same become effective) under or in respect of this Agreement or the other
Operative Agreements, including, without limitation:  (i) the costs and expenses
of preparing and reproducing this Agreement and the other Operative Agreements,
of furnishing all opinions by counsel for the Obligors or the general  partner
of Star Gas (including any opinions requested by the Purchasers' special
counsel, Chapman and Cutler, as to any legal matter arising hereunder) and all
certificates on behalf of the Obligors or the general partner of Star Gas, and
of the Obligors' or the general partner of Star Gas's performance of and
compliance with all agreements and conditions contained herein on its part to be
performed or complied with; (ii) the cost of delivering to each Purchaser's
principal office, insured to such Purchaser's satisfaction, the Notes sold to
such Purchaser hereunder and any Notes delivered to such Purchaser upon any
substitution thereof pursuant to Section 14 and of such Purchaser's delivering
any Notes, insured to such Purchaser's satisfaction, upon any such substitution;
(iii) the fees, expenses and disbursements of the Purchasers' special counsel,
Chapman and

                                      D-71
<PAGE>

Cutler, and the Purchasers' local counsel in connection with such transactions
and any such amendments or waivers; (iv) the costs and expenses, including
attorneys' fees, incurred by any Purchaser or any subsequent holder of a Note in
enforcing (or determining whether or how to enforce) any rights under this
Agreement or any other Operative Agreement including, without limitation, the
Notes or in responding to any subpoena or other legal process in connection with
this Agreement or the transactions contemplated hereby or by reason of any
Purchaser or any subsequent holder of Notes having acquired any Note, including
without limitation, costs and expenses incurred in any bankruptcy case; (v) the
cost and expenses of obtaining a Private Placement Number for each series of the
Notes; and (vi) the reasonable out-of-pocket expenses incurred by any Purchaser
in connection with such transactions and any such amendments or waivers. The
Obligors also will pay, and will save the Purchasers and each other holder of
any Notes harmless from, all claims in respect of the fees, if any, of brokers
and finders (unless engaged by the Purchasers) and any and all liabilities with
respect to any taxes (including interest and penalties) which may be payable in
respect of the execution and delivery hereof, the issue of the Notes hereunder
and any amendment or waiver under or in respect hereof or of the Notes. In
furtherance of the foregoing, on the date of the Closing, the Obligors will pay
the fees and disbursements of the Purchasers' special counsel which are
reflected as unpaid in the statement of Chapman and Cutler, their special
counsel, delivered to Star Gas prior to the date of the Closing; and thereafter
the Obligors will pay, promptly upon receipt of supplemental statements therefor
from time to time, additional fees, if any, and disbursements of the Purchasers'
special counsel in connection with the transactions hereby contemplated
(including unposted disbursements as of the date of the Closing).

      (b) The Obligors will protect, indemnify and save harmless the Trustee and
each present, future and former holder of any Note and their respective
officers, directors, trustees, employees, agents and representatives
(individually, an "Indemnified Party" and collectively, the "Indemnified
Parties") from and against all losses, liabilities, obligations, claims,
damages, penalties, causes of action, costs and expenses (including, without
limitation, attorneys' fees and expenses) imposed upon or incurred by or
asserted against any Indemnified Party by reason of (i) ownership of the
Mortgaged Property, or any interest therein, or receipt of any rent or other sum
therefrom, (ii) any accident or injury to or death of persons or loss of or
damage to property occurring on or about the Mortgaged Property or any part
thereof, (iii) any use, non-use or condition of the Mortgaged Property or any
part thereof, (iv) any failure on the part of either Obligor, the General
Partner, the general partner of Star Gas or any of their respective Subsidiaries
or Affiliates to perform or comply with any of the terms of this Agreement or
any other Operative Agreement, (v) the performance of any labor or services or
the furnishing of any materials or other property in respect of the Mortgaged
Property or any part thereof, (vi) any negligence or tortious act on the part of
either Obligor, the General Partner, the general partner of Star Gas, any of
their respective Subsidiaries or Affiliates or any of their respective agents,
contractors, sublessees, licensees or invitees, (vii) any work in connection
with any alterations, changes or construction of the Mortgaged Property, (viii)
any other relationship that has arisen or may arise between either Obligor, the
General Partner, the general partner of Star Gas or any of their respective
Subsidiaries or Affiliates and the Indemnified Parties or the Mortgaged Property
as a result of the delivery or performance of this Agreement, any other
Operative Agreement or any action contemplated hereby or thereby or by any other
document executed in connection

                                      D-72
<PAGE>

herewith or therewith, (ix) the presence or removal, or the discharge, spillage,
leakage, emission, release, threat of release or disposal, of any Hazardous
Substances on, under, about or from the Mortgaged Property or the noncompliance
with any Legal Requirement relating thereto, whether arising prior to the
issuance of the Notes or at any time thereafter and whether or not either
Obligor, the General Partner, the general partner of Star Gas or any of their
respective Subsidiaries or Affiliates is responsible therefor or (x) the holding
of, or any interest in, any sum deposited or paid under this Agreement, the
Notes or any other Operative Agreement, provided that nothing contained herein
shall be deemed to require the Obligors to indemnify the Indemnified Parties for
conditions (other than matters covered by clause (vi) above) first occurring
subsequent to the earlier of (1) the taking of exclusive possession and control
of the Mortgaged Property for operational purposes pursuant to Section 21.10 of
the Mortgages or Section 6.03 of the Obligor Security Agreement, or (2) the
foreclosure of the Lien under any Security Document and the transfer of title to
the Trustee.

     In case any action, claim, suit or proceeding is brought against an
Indemnified Party by reason of any such occurrence, the Obligors may, and upon
the request of such Indemnified Party will, at the Obligors' expense resist and
defend such action, suit or proceeding or cause the same to be resisted and
defended by counsel for the insurer of the liability or by counsel designated by
the Obligors and reasonably satisfactory to the Indemnified Party, as the case
may be, provided that any Indemnified Party shall be entitled to participate in
any such action, suit or proceeding with counsel of its own choice but at its
own expense.  In any event, if the Obligors fail to assume the defense within a
reasonable time after any such request, the Indemnified Party may assume such
defense or other indemnification obligations and the fees and expenses of its
attorney will be paid by the Obligors.  The obligations of the Obligors under
this Section 16 shall survive any termination or satisfaction of this Agreement.
Any amounts payable to any Indemnified Party under this Section 16 which are not
paid within 15 days after written demand therefor by any Indemnified Party shall
bear interest at the rate of 9.95% per annum from the date of such demand.  In
the event that the Obligors shall be required to pay any indemnity under this
Section 16, the Obligors shall pay the Indemnified Party an amount which, after
deduction of all taxes required to be paid by such Indemnified Party in respect
of the receipt or accrual thereof (after giving credit for any savings in
respect of any such taxes by reason of deductions, credit or allowances in
respect of the payment of the expense indemnified against, and of any other such
taxes), shall be equal to the amount of such indemnity.

     (c)  In connection with the Closing, the General Partner and the Obligors
are requesting that each Purchaser make available for funding an amount equal to
the principal amount specified opposite such Purchaser's name in Schedule A.
If, for any reason, on the date scheduled by the General Partner and the
Obligors as the date for the Closing, (i) the closing conditions are not
satisfied by 11:00 a.m. on such scheduled date, (ii) the General Partner and the
Obligors do not, by 11:00 a.m. on such scheduled date reschedule such Closing
for a subsequent date, and (iii) the Closing in fact does not occur on such
scheduled date, the General Partner and the Obligors will protect, indemnify and
hold each Purchaser harmless from and against any and all losses resulting from
such Purchaser's failure or inability to invest on the scheduled date for the
Closing the purchase price of the Notes to be purchased by such Purchaser, for
the period

                                      D-73
<PAGE>

ending on the next following Business Day at a rate of interest equal to or
greater than the rate of interest on such Purchaser's Notes.

Section 17.    Survival of Representations and Warranties.

     All representations and warranties contained in this Agreement or the other
Operative Agreements, or made in writing by or on behalf of the General Partner,
either Obligor, the general partner of Star Gas or any of their Affiliates in
connection with the transactions contemplated by this Agreement or the other
Operative Agreements, shall survive the execution and delivery of this Agreement
and the other Operative Agreements, any investigation at any time made by any
Purchaser or on any Purchaser's behalf, the purchase of the Notes by the
Purchasers under this Agreement and any disposition or payment of the Notes.
All statements contained in any certificate or other instrument delivered by or
on behalf of either Obligor, the General Partner, any Restricted Subsidiary or
the general partner of Star Gas pursuant to this Agreement and/or the other
Operative Agreements or in connection with any amendment, waiver or modification
of this Agreement, any of the other Operative Agreements or the Notes shall be
deemed representations and warranties of the Obligors under this Agreement.

Section 18.    Amendments and Waivers.

     Any term of this Agreement or of the Notes may be amended and the
observance of any term of this Agreement or of the Notes may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the written consent of the Obligors and the Required Holders, provided
that, without the prior written consent of the holders of all the Notes at the
time outstanding, no such amendment or waiver shall (a) change the maturity or
the principal amount of, or change the rate of interest or the time of payment
of interest on, or change the amount or the time of payment of any principal or
Make Whole Amount payable on any prepayment of, any Note, (b) release any Lien
against the Mortgaged Property for the benefit of the holders of the Notes, (c)
reduce the aforesaid percentage of the principal amount of the Notes the holders
of which are required to consent to any such amendment or waiver or change the
rights of the holders with respect thereto, (d) change the percentage of the
principal amount of the Notes the holders of which may declare the Notes to be
due and payable as provided in Section 11 or change the rights of the holders
with respect thereto, (e) decrease the percentage of the principal amount of the
Notes the holders of which may rescind and annul any such declaration as
provided in Section 11 or (f) modify the provisions of Section 9.8.  Any
amendment or waiver effected in accordance with this Section 18 shall be binding
upon each holder of any Note at the time outstanding, each future holder of any
Note and the Obligors.

Section 19.    Notices, Etc.

     Except as otherwise provided in this Agreement, notices and other
communications under this Agreement shall be in writing and shall be delivered
by hand, by express courier service or by registered or certified mail, return
receipt requested, postage prepaid, addressed, (a) if to a Purchaser, at the
address for such Purchaser set forth in Schedule A or at such other address as
such Purchaser shall have furnished to the Obligors in writing, except as
otherwise provided in

                                      D-74
<PAGE>

Section 15.2 with respect to payments on Notes held by such Purchaser or such
Purchaser's nominee, or (b) if to any other holder of any Note, at such address
as such other holder shall have furnished to the Obligors in writing, or, until
such other holder so furnishes to the Obligors an address, then to and at the
address of the last holder of such Note who has furnished an address to the
Obligors, or (c) if to either Obligor, at 2187 Atlantic Street, Stamford,
Connecticut 06902 to the attention of Secretary, Star Gas Propane, L.P., with a
copy to Vice President-Finance, Star Gas LLC, at the address listed immediately
above, or at such other address, or to the attention of such other officer, as
the Obligors shall have furnished to each such Purchaser and each such holder in
writing. Any notice so addressed and mailed shall be deemed to be given three
Business Days after being so mailed.

Section 20.    Reproduction of Documents.

     This Agreement, each other Operative Agreement and all documents relating
thereto, including, without limitation, (a) consents, waivers and notifications
which may hereafter be executed, (b) documents received by the Purchasers at the
Closing (except the Notes themselves), and (c) financial statements,
certificates and other information previously or hereafter furnished to the
Purchasers or any other holder of any Note, may be reproduced by any such
Purchaser or holder by any photographic, photostatic, microfilm, microcard,
miniature photographic or other similar process and such Purchaser or holder may
destroy any original document so reproduced.  Each of the Obligors and the
General Partner agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made by such
Purchaser or holder in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.

Section 21.    Adjustment of Interest Rate.

     (a)  Star Gas agrees to maintain a continuing rating relationship with an
Approved Rating Agency lasting as long as the Notes are outstanding, pursuant to
which the Notes shall be re-rated at least annually.

     (b)  After April 30, 2001, if the Notes shall cease to have a rating from
an Approved Rating Agency, the interest rate payable on the Notes shall be
increased by 150 basis points effective 20 Business Days from the date that the
Notes cease to have such rating until the date that the Notes are assigned a new
rating by an Approved Rating Agency.

     (c)  In the event that the Notes receive a rating below Investment Grade in
a rating of the Notes conducted by an Approved Rating Agency pursuant to
subdivision (ii)(C) or (iii)(E) of Section 10.7(a) or Section 10.20, the
interest rate payable by the Obligors on the Notes shall be increased by 150
basis points effective from the date of the event giving rise to the requirement
that such rating be obtained until such date an Approved Rating Agency gives the
Notes a rating equivalent to or higher than Investment Grade.

                                      D-75
<PAGE>

     (d)  If and when Petro ceases to be a Wholly-Owned Subsidiary, at the
expense of the Obligors, the Notes shall be promptly, but in any event within 20
days from the date of such occurrence, re-rated by an Approved Rating Agency.
In the event the Notes receive a rating below Investment Grade in a rating of
the Notes conducted by an Approved Rating Agency pursuant to the preceding
sentence, the interest rate payable by the Obligors on the Notes shall be
increased by 150 basis points effective from the date Petro ceases to be a
Wholly-Owned Subsidiary until such date an Approved Rating Agency gives the
Notes a rating equivalent to or higher than Investment Grade.

Section 22.    Miscellaneous.

     This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the respective successors and assigns of the parties hereto,
whether so expressed or not, and, in particular, shall inure to the benefit of
and be enforceable by any holder or holders at the time of the Notes or any part
thereof.  Except as stated in Section 17, this Agreement embodies the entire
agreement and understanding between the Purchasers and the Obligors and
supersedes all prior agreements and understandings relating to the subject
matter hereof.  The headings in this Agreement are for purposes of reference
only and shall not limit or otherwise affect the meaning hereof.  This Agreement
may be executed in any number of counterparts, each of which shall be an
original, but all of which together shall constitute one instrument.

Section 23.    Submission to Jurisdiction.

     For the purpose of assuring that any holder of Notes may enforce its rights
under this Agreement and the Notes, each of the Obligors and the General
Partner, for itself and its successors and assigns, hereby, to the fullest
extent permitted by applicable law, irrevocably (a) agrees that any legal or
equitable action, suit or proceeding brought against it arising out of or
relating to this Agreement or any transaction contemplated hereby or the subject
matter of any of the foregoing or for recognition or enforcement of any judgment
rendered in any such action, suit or proceeding may be instituted in any state
or Federal court sitting in the State of New York, (b) waives any objection
which it may now or hereafter have to the laying of venue of any such action,
suit or proceeding brought in any such court, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient
forum, or any right to require the proceeding to be conducted in any other
jurisdiction by reason of its present or future domicile, (c) irrevocably
submits itself to the non-exclusive jurisdiction of any state or Federal court
of competent jurisdiction sitting in the State of New York for purposes of any
such action, suit or proceeding, and (d) irrevocably waives any immunity from
jurisdiction to which it might otherwise be entitled in any such action, suit or
proceeding which may be instituted in any state or Federal court sitting in the
State of New York, and irrevocably waives any immunity from, or objection to,
the maintaining of an action against it to enforce any judgment for money
obtained in any such action, suit or proceeding and any immunity from execution.

                                      D-76
<PAGE>

Section 24.    Waiver of Jury Trial.

     Each of the parties hereto irrevocably and unconditionally waives the right
to trial by jury in any legal or equitable action, suit or proceeding arising
out of or relating to this Agreement or the Notes or any transaction
contemplated hereby or thereby or the subject matter of any of the foregoing.

Section 25.    Governing Law.

     This Agreement has been executed and delivered in the City of New York,
State of New York, United States of America.  This Agreement and (unless
otherwise expressly provided) all amendments and supplements to, and all
consents and waivers pursuant to, this Agreement shall in all respects be
governed by, and construed and enforced in accordance with, the internal laws of
the State of New York, including all matters of construction, validity and
performance.

                                      D-77
<PAGE>

     If you are in agreement with the foregoing, please sign the form of
acceptance on the enclosed counterpart of this letter and return the same to the
undersigned, whereupon this letter shall become a binding agreement between you
and the undersigned.


                                        Very truly yours,

                                        Star Gas Propane, L.P.

                                        By: Star Gas LLC, General Partner


                                          By:______________________________
                                             Title


                                        Star/Petro, Inc.



                                        By_________________________________
                                          Title:


     The foregoing Agreement is hereby accepted and agreed to as of the date
first above written.


                                        [Variation]
                                        [The Canada Life Assurance Company]
                                        [The Guardian Life Insurance Company of
                                             America]
                                        [Country Life Insurance Company]


                                        By_________________________________
                                          Name:
                                          Title:

                                      D-78
<PAGE>


                         Schedules and Exhibits Omitted

                                      D-79