**Exhibit 10.27**

SIXTH AMENDMENT 

SIXTH AMENDMENT, dated as of December 5, 2007 (this “SixthAmendment”), to the Credit Agreement, dated as of December 17, 2004 (as amended by the First Amendment, dated as of November 2, 2005, the Second Amendment, dated as of February 3, 2006, the Third Amendment,dated as of October 30, 2006, the Fourth Amendment and Waiver, dated as of December 28, 2006, the Fifth Amendment, dated as of April 13, 2007, this Sixth Amendment and as the same may be further amended, supplemented orotherwise modified from time to time, the “Credit Agreement”), among PETROLEUM HEAT AND POWER CO., INC., a Minnesota corporation (the “Borrower”), the other Loan Parties party thereto, the several lenders from timeto time parties thereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as an LC Issuer and as Agent (in such capacity, the “Agent”), BANK OF AMERICA, N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, asco-syndication agents, and RBS CITIZENS, N.A. and GENERAL ELECTRIC CAPITAL CORPORATION, as co-documentation agents. 

WITNESSETH : 

WHEREAS, the Borrower has requested that the Lenders amend theCredit Agreement in the manner provided for herein; and 

WHEREAS, the Lenders are willing to agree to the requested amendments; 

NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows: 

1. Defined Terms. Unless otherwise defined herein, terms which are defined in the Credit Agreement and used herein (and in the recitals hereto) asdefined terms are so used as so defined. 

2. Amendments to Article I of the Credit Agreement. Article I of the Credit Agreement ishereby amended as follows: 

(a) by amending and restating in its entirety the following definitions contained in such article, to read asfollows: 

“Aggregate Commitment” means the aggregate of the Commitments of all of the Lenders, as reduced from time to timepursuant to the terms hereof, which Aggregate Commitment shall be, as of the Sixth Amendment Effective Date (as defined in the Sixth Amendment), in the amount of $360,000,000; provided that, for all purposes of this Credit Agreement (other than thedefinition of Available Commitment), the Aggregate Commitment shall be deemed to be (i) $260,000,000 for each day other than any day during a Seasonal Availability Period or (ii) an amount equal to the Seasonal Availability Amount for eachday during a Seasonal Availability Period as provided for in the applicable Seasonal Availability Notice received by the Agent. 

“Seasonal Availability Period” means, until the Facility Termination Date, any period ofup to five consecutive months during the period from December 1 of each year through April 30 of the following year, which period may be initiated by a Seasonal Availability Notice. The Seasonal Availability Period may be terminated earlyby written notice to such effect by the Borrower to the Agent at least three Business Days prior to the effective date of such termination. 

(b) by adding the following new definitions in the proper alphabetical order in such article: 

“Seasonal AvailabilityAmount” means $310,000,000 or $360,000,000, as set forth in the applicable Seasonal Availability Notice. 

“SeasonalAvailability Notice” means a written notice given by the Borrower at least three Business Days, and not more than ten Business Days, prior to the first day of the Seasonal Availability Period, specifying (a) the first day and length ofsuch period (not exceeding five months) and (b) the initial Seasonal Availability Amount, provided that, following the delivery of a Seasonal Availability Notice with respect to a Seasonal Availability Period as described above, the Borrowermay subsequently deliver one supplemental written notice to the Agent changing the Seasonal Availability Amount with such notice to be effective three Business Days after receipt thereof by the Agent, provided that the Borrower may not deliver anySeasonal Availability Notice (including any such supplemental notice which increases the Seasonal Availability Amount) if a Default or Event of Default shall have then occurred and be continuing. 

3. Amendment to Section 6.1 of the Credit Agreement. Section 6.1 (r) of the Credit Agreement is hereby amended by amending andrestating such Section in its entirety to read as follows: 

“(r) during the month of November through April, as soon as possible and inany event of each Monday, the weekly accounts receivable agings and inventory updates with respect to the prior week; and”. 

4.Amendment to Schedule I to the Credit Agreement. Schedule I to the Credit Agreement is hereby amended by deleting such Schedule I in its entirety and substituting in lieu thereof the Schedule I that is attached as Annex I to this SixthAmendment. On the Sixth Amendment Effective Date, each Lender’s share of the Aggregate Credit Exposure as of the Sixth Amendment Effective Date shall be automatically adjusted such that such Lender’s share shall equal its Pro Rata Shareafter giving effect to any changes in the Commitments of the Lenders pursuant to this Sixth Amendment (and each Lender agrees to take such actions (including advancing funds to the Agent to enable the Agent to make adjustments in the funded amountof Revolving Loans held by each Lender, which adjustments are hereby consented to and requested by the Borrower and each Lender) as the Agent may reasonably request for the purpose of effecting any changes in each Lender’s share of theAggregate Credit Exposure pursuant to this Sixth Amendment). 

 

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5. Representations and Warranties. On and as of the date hereof, each of the Borrower and theother Loan Parties hereby confirms, reaffirms and restates in all material respects the representations and warranties set forth in Article V of the Credit Agreement, except to the extent that such representations and warranties expresslyrelate to a specific earlier date in which case the Borrower or such Loan Party hereby confirms, reaffirms and restates such representations and warranties as of such earlier date. 

6. Effectiveness of Sixth Amendment. This Sixth Amendment shall become effective (the “Sixth Amendment Effective Date”) as of thedate of receipt by the Agent: 

(a) of counterparts of this Sixth Amendment duly executed by the Borrower, the other Loan Parties and each ofthe Lenders, submitted by facsimile or electronic submission; 

(b) of an upfront fee from the Borrower, paid on the amount of the allocatedincrease in Commitments as separately agreed by the Borrower and the Agent, for the account of each Lender that increases its Commitment pursuant to this Sixth Amendment and delivers a counterpart of this Sixth Amendment on or before 1:00 p.m. NewYork time on December 5, 2007; 

(c) of all accrued interest and fees under the Credit Agreement as of the Sixth Amendment EffectiveDate from the Borrower; and 

(d) of all other fees required to be paid by the Borrower, and all expenses for which invoices have beenpresented to the Borrower (including the reasonable fees and expenses of legal counsel) in connection with the preparation and delivery of this Sixth Amendment, including, without limitation, the reasonable fees and disbursements of counsel to theAgent. 

7. Reference to and Effect on Loan Documents. On and after the Sixth Amendment Effective Date, each reference in the CreditAgreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”,“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby. Except as expressly amended herein, all of the provisions of the Credit Agreement and the otherLoan Documents are and shall remain in full force and effect in accordance with the terms thereof and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Sixth Amendment shall not be deemed to be awaiver of, or consent to, or a modification or amendment of, any other term or condition of the Credit Agreement or any other Loan Document or to prejudice any other right or rights which the Agent or the Lenders may now have or may have in thefuture under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time. 

8. Expenses. The Borrower agrees to pay and reimburse the Agent for all its reasonable costs and out-of-pocket expenses incurred in connection with the preparation and delivery of this Sixth Amendment,including, without limitation, the reasonable fees and disbursements of counsel to the Agent. 

 

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9. Counterparts. This Sixth Amendment may be executed in any number of counterparts by the partieshereto (including by facsimile transmission), each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument. 

10. GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

[*Signature pages follow*] 

 

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be executed and delivered bytheir respective duly authorized officers as of the date first above written. 

 
**BORROWER:**PETROLEUM HEAT AND POWER CO., INC.By: 
 
Name: 
 
Title: 
 
**OTHER LOAN PARTIES:**STAR GAS FINANCE COMPANYKESTREL HEAT, LLCSTAR/PETRO, INC.PETRO HOLDINGS, INC.MEENAN OIL CO., INC.MEENAN HOLDINGS OF NEW YORK, INC.REGIONOIL PLUMBING, HEATING AND COOLING CO., INC.PETRO PLUMBING CORPORATIONMAXWHALE CORP.ORTEP OF PENNSYLVANIA, INC.RICHLAND PARTNERS, LLCCOLUMBIA PETROLEUM TRANSPORTATION, LLCPETRO, INC.MAREX CORPORATIONA.P. WOODSON COMPANYBy: 
 
Name: 
 
Title: 
 
STAR GAS PARTNERS, L.P.By: KESTREL HEAT, LLC, its General PartnerBy: 
 
Name: 
 
Title: 
 

MEENAN OIL CO. L.P.By: MEENAN OIL CO., INC., its General PartnerBy: 
 
Name: 
 
Title: 
 

 

6 

JPMORGAN CHASE BANK, N.A., as an LC Issuer,

Agent, Collateral Agent and Lender
By: 
 
Name: 
 
Title: 
 

 

7 

BANK OF AMERICA, N.A., as LenderBy: 
 
Name: 
 
Title: 
 

 

8 

WACHOVIA BANK, NATIONAL ASSOCIATION, as LenderBy: 
 
Name: 
 
Title: 
 

 

9 

GENERAL ELECTRIC CAPITAL CORPORATION, as LenderBy: 
 
Name: 
 
Title: 
 

 

10 

RBS CITIZENS, N.A., as LenderBy: 
 
Name: 
 
Title: 
 

 

11 

WELLS FARGO FOOTHILL, LLC, as LenderBy: 
 
Name: 
 
Title: 
 

 

12 

SOCIETE GENERALE, as LenderBy: 
 
Name: 
 
Title: 
 

 

13 

LASALLE BANK NATIONAL ASSOCIATION, as LC Issuer and LenderBy: 
 
Name: 
 
Title: 
 

 

14 

ALLIED IRISH BANKS, P.L.C., as LenderBy: 
 
Name: 
 
Title: 
 

 

15 

PNC BANK, NATIONAL ASSOCIATION, as LenderBy: 
 
Name: 
 
Title: 
 

 

16 

CITIBANK, N.A., as LenderBy: 
 
Name: 
 
Title: 
 

 

17 

ISRAEL DISCOUNT BANK OF NEW YORK, as LenderBy: 
 
Name: 
 
Title: 
 
By: 
 
Name: 
 
Title: 
 

 

18 

RZB FINANCE LLC, as LenderBy: 
 
Name: 
 
Title: 
 
By: 
 
Name: 
 
Title: 
 

 

19 

BANK LEUMI USA, as LenderBy: 
 
Name: 
 
Title: 
 
By: 
 
Name: 
 
Title: 
 

 

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Annex I 

to Sixth Amendment 

**Schedule I**

Commitments 

 

**Lender Name**
  **Commitment**
JPMorgan Chase Bank, N.A.
  $47,050,000
Bank of America, N.A.
  $39,519,231
Congress Financial Corporation
  $47,050,000
General Electric Capital Corporation
  $45,893,300
RBS Citizens, N.A.
  $38,750,000
Wells Fargo Foothill, LLC
  $27,692,306
Société Générale
  $23,538,462
LaSalle Bank National Association
  $20,269,231
Allied Irish Bank, p.l.c.
  $15,387,097
PNC Bank, National Association
  $17,019,105
Citibank, N.A.
  $9,290,323
Israel Discount Bank of New York
  $11,076,924
RZB Finance LLC
  $11,076,924
Bank Leumi USA
  $6,387,097
**Total**
  **$****360,000,000**
 

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