As filed with the Securities and Exchange Commission on January 21, 1999     
Registration No. 333-66005
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 2 to     
FORM S-4
REGISTRATION STATEMENT
Under
The Securities Act of 1933

----------------
STAR GAS PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

----------------

Delaware                         5984                        06-1437793
(State or other jurisdiction   (Primary Standard Industrial          (I.R.S. Employer 
of incorporation or        Classification Code Number)          Identification No.) 
organization)            2187 Atlantic Street                

P.O. Box 120011    
Stamford, CT 06912-0011
(203) 328-7300    

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
----------------
JOSEPH P. CAVANAUGH
President
Star Gas Corporation
2187 Atlantic Street
P.O. Box 120011
Stamford, CT 06912-0011
(203) 328-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------
Copies to:

Andrews & Kurth L.L.P.        Phillips Nizer Benjamin        Baker & Botts, L.L.P.
805 Third Avenue               Krim & Ballon LLP              One Shell Plaza
New York, New York 10022     666 Fifth Avenue, 28th Floor          910 Louisiana
(212) 850-2800         New York, New York 10103-0084    Houston, Texas 77002-4995
Attn: Michael Rosenwasser,           (212) 977-9700        
Esq.                 Attn: Alan Shapiro, Esq.            (713) 229-1330
Attn: R. Joel Swanson, Esq.

----------------

Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement and upon
holding of the meetings of securityholders of the Registrant and Petroleum Heat
and Power Co., Inc. described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment specifically stating that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may
determine.

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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+                                                                              +
+THE INFORMATION IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT COMPLETE AND  +
+MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION       +
+STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE.     +
+THIS JOINT PROXY STATEMENT/PROSPECTUS IS NOT AN OFFER TO SELL THESE           +
+SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY   +
+STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.                               +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++

SUBJECT TO COMPLETION, DATED JANUARY 21, 1999  

STAR GAS PARTNERS, L.P.  

AND  

PETROLEUM HEAT AND POWER CO., INC.       

This joint proxy            The date, times and
statement and prospectus    place of the meetings are
describes Star Gas          as follows:  
Partners, L.P.'s proposed
acquisition of Petroleum     
Heat and Power Co., Inc.,   STAR GAS PARTNERS
and related matters. The    UNITHOLDERS MEETING:  
transaction is structured   Tuesday, March 16, 1999 
with the intent to          10:00 a.m. EST  
increase the cash flow of   ------------------- 
Star Gas Partners and to    New York, New York   
result in Petro common      
stockholders owning         PETRO STOCKHOLDERS      
equity in a financially     MEETING:                 
stronger company with       Tuesday, March 16, 1999 
growth opportunities.       2:00 p.m. EST           
-------------------     
New York, New York       

If the transaction is       The record date for both         
completed, Petro will be      meetings is January 29,          
a subsidiary of Star Gas      1999. 
Partners. The common                                           
unitholders of Star Gas         This proxy statement           
Partners will retain          constitutes the notice of        
their units although          a special meeting                
their rights and              required under Minnesota         
interests will be             law. If the transaction          
modified by the               is completed, Petro              
transaction. Petro common     common stock-holders who         
stockholders will receive     do not vote in favor of          
.13064 of a senior            the transaction and who          
subordinated unit             strictly comply with the         
representing limited          applicable sections of           
partner interests in Star     the Minnesota Business           
Gas Partners for each         Corporation Act will be          
share of common stock         entitled to statutory            
that they own. The senior     dissenters' appraisal            
subordinated units have       rights. This proxy               
been approved for listing     statement is also the            
on the New York Stock         prospectus of Star Gas           
Exchange under the symbol     Partners for the resale,         
" ."                          by persons who may be            
deemed affiliates of             
This proxy statement is     Petro, of limited partner        
furnished to the common       interests received in the        
unitholders of Star Gas       transaction.                      
Partners and the common                              
stockholders of Petro for       YOU SHOULD CAREFULLY                            
the solicitation of           CONSIDER EACH OF THE                            
proxies to vote on the        FACTORS DESCRIBED UNDER                         
transaction. The              "RISK FACTORS," STARTING                        
transaction cannot be         ON PAGE 21 OF THIS PROXY                        
completed unless it is        STATEMENT.                                       
approved by a majority of                            
all common units and a                               
majority of the shares of                            
Class A common stock of   
Petro. If you fail to    
vote by proxy or in      
person, it will have the 
same effect as a vote    
against the transaction. 
Please vote by completing
and mailing the enclosed 
proxy card.               

- --------------------    --------------------------------------------------------

Joseph P. Cavanaugh       Irik P. Sevin Chairman of
President Star Gas          the Board and Chief
Corporation                 Executive Officer
Petroleum Heat and Power
Co., Inc.  

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR DETERMINED IF THIS JOINT PROXY STATEMENT/PROSPECTUS IS TRUTHFUL
OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  

Joint proxy statement/prospectus dated      , 1999, and first mailed to
unitholders and stockholders on      , 1999.       

TABLE OF CONTENTS

QUESTIONS AND ANSWERS......................................................   1
SUMMARY....................................................................   3
Parties...................................................................   3
The Transaction...........................................................   4
Description of Star Gas Partners Units After Amendment of the Partnership
Agreement................................................................   7
Special Factors...........................................................   9
Financial Information.....................................................  13
RISK FACTORS...............................................................  21
Risks to Common Unitholders...............................................  21
Tax Risks to Common Unitholders...........................................  24
Risks to Common Stockholders..............................................  25
Tax Risks to Common Stockholders..........................................  33
CAUTIONARY STATEMENT.......................................................  37
PARTIES....................................................................  38
Parties to the Transaction................................................  38
Interested Party Transactions.............................................  40
PROXY SOLICITATIONS........................................................  42
The Unitholders Meeting...................................................  42
The Special Meeting.......................................................  44
SPECIAL FACTORS............................................................  48
Background of the Transaction.............................................  48
Reasons for the Transaction that the Special Committee Considered; Recom-
mendations of the Special Committee and Star Gas Corporation Board.......  59
Opinion of A.G. Edwards...................................................  62
Reasons for the Transaction that the Petro Board Considered; Recommenda-
tion of the Petro Board..................................................  72
Opinion of Dain Rauscher Wessels..........................................  75
Certain Projections of Petro and Star Gas Partners........................  85
THE TRANSACTION............................................................  93
Description of the Transaction............................................  93
Description of the Merger and the Exchange................................  93
Related Financing and Refinancing
Transactions.............................................................  95
Description of the Merger Agreement.......................................  96
Restrictions on Resales of Senior
Subordinated Units by Non-Affiliates and Affiliates...................... 100
Selling Unitholders....................................................... 100
Plan of Distribution for the Resale Units................................. 100
Accounting Treatment of the Transaction................................... 101
Regulatory Matters Associated with the Transaction........................ 101

MANAGEMENT OF STAR GAS PARTNERS AFTER THE TRANSACTION...................... 102
General Partner........................................................... 102
Board of Directors of Star Gas LLC........................................ 102
Officers and Employees of Star Gas Propane and Petro...................... 103
Reimbursement of Expenses of the
General Partner.......................................................... 104
Star Gas Partners Structure............................................... 104
BENEFICIAL OWNERSHIP OF PRINCIPAL UNITHOLDERS AND MANAGEMENT............... 107
AMENDMENTS TO THE PARTNERSHIP AGREEMENTS................................... 108
Introduction; Vote Required by
Unitholders in order to Amend the
Partnership Agreements................................................... 108
Summary of Amendments to the
Partnership Agreement.................................................... 108
Summary of Amendments to the Star Gas Propane Partnership Agreement....... 113
Conforming Changes........................................................ 114
THE AMENDED AND RESTATED
PARTNERSHIP AGREEMENT..................................................... 115
Organization and Duration................................................. 115
Purpose................................................................... 115
Power of Attorney......................................................... 115
Restrictions on Authority of the General Partner Regarding Extraordinary
Transactions; Lack of Dissenters' Rights................................. 116
Withdrawal or Removal of the General
Partner; Approval of Successor General Partner........................... 116
Restriction on Transfer of General Partner Interest....................... 118
Reimbursement for Services of the
General Partner.......................................................... 118
Rights and Status as Limited Partner or
Assignee Upon Transfer of Interest....................................... 118
Limitations on the Rights of Non-citizen
Assignees and Redemption Rights of Star Gas Partners..................... 119
Issuance of Additional Securities by Star Gas Partners.................... 119
Limited Call Right on Outstanding Limited Partner Interests............... 120
Amendment of the Amended and Restated Partnership Agreement............... 121

iii

Meetings of Limited Partners and Voting Rights............................ 123
Indemnification Obligations of Star Gas Partners.......................... 124
Potential Loss of Limited Liability by Unitholders........................ 124
Obligations of the General Partner to
Provide Books and Reports to Limited Partners............................ 125
Limited Partners' Right to Inspect
Star Gas Partners Books and
Records.................................................................. 126
Description of Termination and Dissolution of Star Gas Partners........... 126
Liquidation of Star Gas Partners and
Distribution of Proceeds................................................. 127
Registration Rights of the General Partner or its Affiliates.............. 127
CONFLICTS OF INTEREST OF STAR GAS PARTNERS................................. 128
CASH DISTRIBUTION POLICY................................................... 133
General Description of Star Gas Partners' Cash Distribution............... 133
Quarterly Distributions of Available Cash................................. 134
Distributions of Available Cash from
Operating Surplus During the
Subordination Period..................................................... 135
Distributions of Available Cash from
Operating Surplus After the
Subordination Period..................................................... 136
Incentive Distributions During the
Subordination Period..................................................... 136
Incentive Distributions After the
Subordination Period..................................................... 137
Distributions from Capital Surplus........................................ 138
Limitation on Distributions on Subordinated Interests..................... 139
Adjustment of Minimum Quarterly Distribution and Target Distribution Lev-
els...................................................................... 140
Issuance of Additional Senior Subordinated Units.......................... 141
Distributions of Cash upon Liquidation
During the Subordination Period.......................................... 142
Distributions of Cash upon Liquidation
After the Subordination Period........................................... 144
CASH AVAILABLE FOR DISTRIBUTION............................................ 146
DESCRIPTION OF THE UNITS................................................... 147
The Rights of Unitholders................................................. 147
Transfer Agent and Registrar.............................................. 147
Obligations and Procedures for the Transfer of Units...................... 148
COMPARISON OF SECURITIES................................................... 150

Taxation.................................................................  150
Distributions and Dividends..............................................  150
Voting Rights............................................................  151
Rights to Call Meetings..................................................  151
Removal of Directors or the
General Partner ........................................................  151
Liquidation Rights.......................................................  152
Conversion Rights........................................................  152
Liability of Holders.....................................................  153
Transferability and Listing..............................................  153
Redemption...............................................................  153
Appraisal Rights.........................................................  154
Preemptive Rights........................................................  154
Inspection of Books, Records and List of Holders.........................  154
COMPARATIVE SECURITY PRICE AND DISTRIBUTION INFORMATION...................  155
Star Gas Partners Securities.............................................  155
Petro Capital Stock......................................................  156
Comparative Per Share/Per Unit
Information (Unaudited).................................................  157
CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS...........................................................  158
Tax Consequences of the Merger...........................................  158
Tax Consequences of Unit Ownership.......................................  159
Allocation of Star Gas Partners Income, Gain, Loss and Deduction.........  165
Tax Treatment of Operations..............................................  166
Disposition of Units.....................................................  168
Uniformity of Units......................................................  171
Administrative Matters...................................................  173
State, Local and Other Tax
Considerations..........................................................  176
DISSENTERS' RIGHTS........................................................  178
LEGAL MATTERS.............................................................  182
EXPERTS...................................................................  182
WHERE YOU CAN FIND MORE
INFORMATION..............................................................  182
STATEMENT OF FORWARD-LOOKING DISCLOSURE...................................  183
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE...................................................  184
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
INFORMATION..............................................................  185
Star Gas Partners, L.P. and Subsidiaries--Pro Forma Condensed Consolidated
Balance Sheet (Unaudited)................................................  186
Star Gas Partners, L.P. and Subsidiaries--Pro Forma Condensed Consolidated
Statement of Operations (Unaudited)......................................  187

iv

Star Gas Partners, L.P. And Subsidiaries--Notes to Pro Forma Condensed
Consolidated Financial Information.....................................   188
GLOSSARY OF TERMS.......................................................   194
Appendix A--Application for Transfer of Units........................... App-1

Annexes
A Merger Agreement
B Exchange Agreement
C Amended and Restated Partnership Agreement
D Opinion of A.G. Edwards & Sons Inc.
E Opinion of Dain Rauscher Wessels
F Copy of Sections 302A.471 and 302A.473 of Minnesota Business Corporation
Act
G  Calculation of Pro Forma Available Cash from Operating Surplus

v

QUESTIONS AND ANSWERS

Q: What is being proposed?

A: Both common unitholders and common stockholders are considering Star Gas
Partners' acquisition of Petro, which is currently Star Gas Partners'
largest equity owner and the parent of its current general partner.     

Q: What are Star Gas Partners' reasons for the transaction?     

A: Petro is the largest home heating oil distributor in the country and has
been a principal consolidator of that highly fragmented industry. Star Gas
Partners believes Petro's strong position in the home heating oil industry
will provide Star Gas Partners with attractive acquisition and expansion
opportunities. In addition, the acquisition of Petro has been structured
with the intent of providing an increase in Star Gas Partners' cash flow.
Based on this expectation, the minimum quarterly distribution will increase
from $0.55 to $0.575 per unit, or from $2.20 to $2.30 on a yearly basis,
upon completion of the transaction.     

Q: What are Petro's reasons for the transaction?     

A:  Petro does not have the financial flexibility to fully capitalize upon the
acquisition, operating and corporate-branding opportunities that result
from its position as the principal consolidator in the home heating oil
industry. This transaction will recapitalize Petro, providing it with
access to lower cost capital to better realize these growth opportunities.

Q:  What are the proposals the Star Gas Partners common unitholders will vote
on?     

A: Common unitholders are voting on three proposals:     

.    The proposal to acquire Petro through a merger and an exchange of equity
(i.e., common stock of Petro for senior subordinated units of Star Gas
Partners).     

.    The proposal to amend the partnership agreement to facilitate the
transaction.

.    The proposal to elect a new general partner.

Q: Which parts of the transaction are the Petro common stockholders
considering?     

A: Common stockholders are only voting on Star Gas Partners' acquisition of
Petro.     

Q: When is the transaction expected to occur?

A: Star Gas Partners and Petro anticipate completing the transaction in March
1999.     

Q: What do I need to do right now?

A: Both common unitholders and common stockholders need to return the signed
proxy card in the enclosed return envelope as soon as possible in order for
their units or shares to be represented at the meetings. Based on the
recommendation of a special committee of the Star Gas Corporation board of
directors, the Star Gas Corporation board of directors unanimously
recommends that the common unitholders vote FOR each of the proposals. In
addition, the Petro board of directors unanimously recommends that common
stockholders vote FOR the proposal to be acquired by Star Gas Partners.     

1

Q: What do I do with my certificates?     

A: Common unitholders should hold their unit certificates. Common units will
continue to be listed and traded on the New York Stock Exchange. After the
transaction is approved, common stockholders will receive written
instructions on how to deliver their Petro stock certificates in exchange
for senior subordinated units.     

2

SUMMARY     

This summary highlights selected information from this document and does not
contain all of the information that is important to you. To fully understand
the transaction, and for a more complete description of legal terms, you should
read carefully this entire document and the documents to which we have referred
you. See "Where You Can Find More Information" (page 182). A glossary of
certain terms used in this proxy statement begins on page 194.     

Parties

Star Gas Partners. Star Gas Partners is primarily a retail distributor of
propane and related supplies and equipment to residential, commercial,
industrial, agricultural and motor fuel customers. Propane is used primarily as
fuel for space and water heating and cooking by Star Gas Partners' residential
and commercial customers, who are the largest portion of its customer base.
Star Gas Partners is the eighth largest retail propane distributor in the
United States, serving approximately 166,000 customers from 74 branch locations
in 13 states in the Midwest and Northeast. In addition to its retail business,
Star Gas Partners serves approximately 30 wholesale customers from its
wholesale operation in southern Indiana.     

The executive offices of Star Gas Partners are located at 2187 Atlantic
Street, Stamford, Connecticut 06902. The telephone number is (203) 328-7300.

Petro. Petro is primarily a retail distributor of home heating oil in the
Northeast and Mid-Atlantic states. Petro is the largest distributor of home
heating oil in the United States and serves approximately 340,000 customers
from 24 branch locations. To a limited extent, Petro also markets other
petroleum products, including diesel fuel and gasoline, to commercial
customers.     

Petro's executive offices are located at 2187 Atlantic Street, Stamford,
Connecticut 06902. The telephone number is (203) 325-5400.     

Relationship of the Parties. Star Gas Corporation, the current general
partner of Star Gas Partners, is a wholly-owned subsidiary of Petro. In
addition, Petro owns all of the outstanding subordinated units of Star Gas
Partners (representing an aggregate 40.5% equity interest in Star Gas
Partners). All of the directors of Star Gas Corporation are also directors of
Petro, except for two directors who have no affiliation with Petro but who were
originally elected to the Star Gas Corporation board by Petro. As a result,
Petro controls Star Gas Partners and has an interest in making the transaction
more beneficial to Petro. This interest may conflict with the interests of Star
Gas Partners' public common unitholders.     

In order to protect the interests of the public common unitholders, the Star
Gas Corporation board appointed a special committee consisting of the two
directors who were not also directors of Petro to negotiate the transaction on
behalf of the public common unitholders. Independent legal counsel represented
the special committee in the negotiations. These two directors will each
receive additional compensation of $40,000.     

Certain directors of Petro have interests in the transaction that are
different from, and in conflict with, the interests of Petro's public common
stockholders. These directors and their affiliates are receiving consideration
in the transaction that is different from that of Petro's public common
stockholders, as discussed below.     

3

The Transaction

The transaction has four principal parts:     

. the merger and the exchange,     

. the financings and refinancings,     

. the election of a new general partner and     

. the amendment of the partnership agreement.     

The Merger and the Exchange (See page 93)     

The acquisition of Petro by Star Gas Partners will be accomplished through:

(1)  a merger involving Petro and a wholly-owned subsidiary of Star Gas
Partners and     

(2)  an exchange by affiliates of Petro of their common stock for senior
subordinated units, junior subordinated units and general partner
units.     

Petro will become a wholly-owned indirect subsidiary of Star Gas Partners as a
result of these steps.     

What a Public Common Stockholder Will Receive in the Merger     

For each share of common stock, a public common stockholder will receive:

. .13064 of a senior subordinated unit of limited partner interests in Star
Gas Partners and     

. a check in payment for any fractional units based on the market value of
senior subordinated units.     

For example, if you own 100 shares of common stock, you will receive 13
senior subordinated units and a check for your fractional unit.     

The merger will be a taxable transaction to the extent of the difference
between the value of the senior subordinated units a public common stockholder
receives and the federal income tax basis that a public common stockholder has
in those shares of common stock.     

What Affiliates Will Receive in the Exchange     

. Irik P. Sevin, Audrey L. Sevin, Hanseatic Corp. and Hanseatic Americas
LDC will contribute some of their Petro common stock to Star Gas LLC in
exchange for the ownership of Star Gas LLC, the new general partner of
Star Gas Partners.     

. Star Gas LLC will contribute the common stock it receives from Irik P.
Sevin, Audrey L. Sevin, Hanseatic Corp. and Hanseatic Americas LDC to
Star Gas Partners in exchange for general partner units. The owners of
Star Gas LLC will contribute their remaining shares of common stock to
Star Gas Partners in exchange for junior subordinated units. In each case
the exchange rate will be .15909 of a general partner unit or junior
subordinated unit for each share of common stock owned by them. Although
this exchange rate is greater than that received by the public common
stockholders,     

. --the junior subordinated units and general partner units will not be
entitled to distributions until the senior subordinated units receive
the minimum quarterly distribution; and     

--the junior subordinated units and general partner units have not been
registered and will not be publicly traded.     

. Other affiliates of Petro will contribute shares of common stock to Star
Gas Partners in exchange for senior subordinated units at the same
exchange rate as the public common stockholders.     

4

. The affiliates will exchange their common stock without realizing a
taxable gain or loss in order to minimize the tax effects of the
transaction on Petro. The tax structure is also based on the assumption
that certain Petro affiliates would prefer not realizing a taxable gain
while public common stockholders generally have a higher tax basis and
would prefer realizing a taxable loss.     

Conditions to the Merger and the Exchange     

In order for the merger and the exchange to occur, several conditions must be
met. The following are three key conditions:     

. A majority of the common stockholders and common unitholders must approve
each of the proposals submitted for vote;     

. An equity offering by Star Gas Partners and a debt offering by Petro must
be completed; and     

. Petro must meet the financial tests in the merger agreement.     

Dissenters' Rights     

Petro common stockholders have the right to dissent and obtain payment for
the "fair value" of their shares if the merger occurs.     

Petro common stockholders who wish to exercise dissenters' rights must comply
fully with the requirements of the Minnesota Business Corporation Act.
Accordingly, Petro urges common stockholders wishing to dissent to read
carefully "Proxy Solicitation--The Special Meeting--Dissenters' Rights," in
this proxy statement and Annex F, and to consult their own legal advisors.     

Failure to follow the procedures in Annex F may result in a termination or
loss of dissenters' rights under the Minnesota Business Corporation Act.     

Star Gas Partners' common unitholders do not have dissenters' rights.     

Financings and Refinancings (See page 95)     

An integral element of the transaction is the refinancing of Petro's
outstanding debt and preferred stock, which will substantially reduce Petro's
ongoing borrowing costs.     

.    Star Gas Partners will offer for sale to the public approximately 6.8
million common units, the net proceeds of which are estimated to be $128.3
million.     

.    Petro will sell approximately $120.0 million of notes, the net proceeds of
which are estimated to be $115.4 million. It is expected that Star Gas
Partners and a subsidiary will guarantee the notes.     

New General Partner (See page 102)     

The new general partner of Star Gas Partners will be Star Gas LLC. The
directors of Star Gas LLC will be identical to the existing Star Gas
Corporation directors as of the date of this proxy statement, except that, at
her request, one of the current directors will withdraw as a director after the
transaction as a result of additional duties associated with a new job. That
director will be replaced by a director selected by the Star Gas LLC board of
directors. The new director will not be an officer or employee of Star Gas LLC
or any of its affiliates.     

Amendment of the Partnership Agreement (See page 108)     

In order to complete the steps of the transaction described in this proxy
statement, the current partnership agreement of Star Gas     

5

Partners must be amended. The primary amendments that affect unitholders will:

. increase the minimum quarterly distribution from $0.55 to $0.575 ($2.20
to $2.30 on a yearly basis) per unit;     

. authorize the issuance of the senior subordinated units and junior
subordinated units, provide them with a combined class vote on certain
matters and set forth certain financial tests that Star Gas Partners must
satisfy to make distributions to these unitholders;     

. provide that the general partner units will receive distributions only
after the common units and senior subordinated units have received the
full minimum quarterly distribution;     

. extend the earliest date upon which the subordination period (the period
during which the common units have a priority over distributions to the
other classes of units) can expire from January 1, 2001 to October 1,
2002;     

. authorize the issuance of an additional 909,000 senior subordinated units
to holders of senior subordinated units, junior subordinated units and
general partner units if Petro meets certain financial goals;     

. authorize the issuance of common units in the equity offering; and     

. grant incentive distribution rights (which are the rights to receive a
greater percentage of distributions once certain target levels have been
met) to the holders of the senior subordinated units, junior subordinated
units and general partner units.     

6

Description of Star Gas Partners Units After Amendment of the Partnership
Agreement     

The following is a summary of certain provisions of the Star Gas Partners
amended and restated partnership agreement that govern the amount, timing and
priority of distributions on the common units, senior subordinated units,
junior subordinated units and general partner units.     

Distributions of available    
cash.........................  . Star Gas Partners intends to distribute,
to the extent there is sufficient
(See page 133)              available cash, at least a minimum
quarterly distribution of $0.575 per
unit ($2.30 per unit on a yearly basis).

. "Available cash" for any quarter
consists generally of all cash on hand
at the end of that quarter, as adjusted
for reserves. The general partner has
broad discretion in establishing
reserves.

. In general, available cash will be
distributed per quarter based on the
following priorities:

First, to the common units until each
has received $0.575, plus any arrearages
from prior quarters;     

Second, to the senior subordinated units
until each has received $0.575;     

Third, to the junior subordinated units
and general partner units until each has
received $0.575; and     

Finally, after each unit has received
$0.575, available cash will be
distributed proportionately to all units
until target levels are met.

. If distributions of available cash
exceed target levels greater than
$0.604, the senior subordinated units,
junior subordinated units and general
partner units will receive incentive
distributions as described below.

Limitations on certain
distributions................  . The aggregate amount of distributions 
that may be paid on the senior              
(See page 139)              subordinated units, junior subordinated     
units and general partner units for the     
quarters ending June 30, 1999 and           
September 30, 1999 depends on whether       
the combined results of Star Gas            
Partners and Petro exceed certain           
financial benchmarks.                        

. Beginning with the quarter ending on
December 31, 1999, the aggregate
distributions paid on the senior
subordinated units, junior subordinated
units and general partner units depend
on the amount of available cash
generated by Star Gas Partners after
October 1, 1999.     

7

Timing of distributions.......       
.Star Gas Partners makes distributions
(See page 134)                approximately 45 days after March 31,
June 30, September 30 and December 31,
to unitholders on the applicable record
date.     

.Common units issued in the equity offering
are entitled to receive the full
distribution with respect to the quarter
ending March 31, 1999.

.The first possible distribution on the
senior subordinated units may be paid
for the quarter ending June 30, 1999 on
approximately August 14, 1999 to holders
of record on approximately August 3,
1999. If paid, this will include a
proportionate distribution for the
period between the completion of the
transaction and March 31, 1999.

Subordination period..........      
.The subordination period will generally
(See page 135)                end once Star Gas Partners meets certain
financial tests, but it cannot end
before October 1, 2002. However, if the
general partner is removed under certain
circumstances, the subordination period
will end.     

.When the subordination period ends, all
senior subordinated units and junior
subordinated units will convert into
Class B common units on a one-for-one
basis, and each common unit will be
redesignated as a Class A common unit.

.The main differences between the Class A
common units and Class B common units
are that the Class B common units will
continue to have the right to receive
incentive distributions and additional
units as described below.     

Incentive distributions.......     If quarterly distributions of available
cash exceed target levels, the senior
(See page 136)                subordinated units, junior subordinated
units and general partner units will
receive an increased percentage of
distributions, resulting in their
receiving a greater amount on a per unit
basis than the common units.     

Additional senior                  Up to an additional 909,000 senior
subordinated units...........     subordinated units will be issued
proportionately to holders of senior
(See page 141)                subordinated units, junior subordinated
units and general partner units, but
only if Petro achieves certain financial
goals during the five-year period
following completion of the 
transaction.     

NYSE trading symbols: Common       "SGU"
units...................     

Senior subordinated units.....    "  "          

8

SPECIAL FACTORS

POTENTIAL ADVANTAGES TO STAR GAS PARTNERS' COMMON UNITHOLDERS (SEE PAGE 59)

The following are the potential advantages of the transaction to the common
unitholders:

.    The minimum quarterly distribution will increase from $0.55 to $0.575, or
$2.20 to $2.30 on a yearly basis, per unit.     

.    The transaction has been structured with the intent to increase the amount
of cash available for distribution to unitholders. If this expectation
is realized, it will provide unitholders with greater assurance of
receiving the minimum quarterly distribution and an improved possibility
of future distribution increases.

.    The acquisition of Petro should improve Star Gas Partners' growth
prospects by providing attractive acquisition and expansion opportunities.

.    Petro common stockholders will receive subordinated limited partner
interests which entitle them to receive distributions only after the
common unitholders receive their full minimum quarterly distribution.

.    The period during which the common unit distribution is senior to the
subordinated limited partner interests will be extended 21 months to
October 1, 2002.

.    The transaction will increase Star Gas Partners' market capitalization and
should provide greater common unit market liquidity, investment community
awareness and ability to attract securities analyst research coverage.

POTENTIAL DISADVANTAGES AND RISKS TO STAR GAS PARTNERS' COMMON UNITHOLDERS (SEE
PAGES 21 AND 61)     

The following are the potential disadvantages and risks of the transaction
to the common unitholders:

.    Star Gas Partners is acquiring an entity that is several times its size
based on 1997 revenues. Therefore, the nature of its business will
significantly change.     

.    Petro has a history of operational and financial difficulties (including
high leverage and recent substantial net losses).

.    The success of the transaction depends upon Star Gas Partners' ability to
continue to:     

- --     make acquisitions of home heating oil businesses at attractive prices;

- --     reduce Petro's customer attrition rate; and

- --     increase Petro's profit margins on a per gallon basis.

.    Star Gas Partners is making a large investment in a business that is more
sensitive to temperature levels than its propane operations. Home heating
oil is used almost exclusively for heating purposes, while propane is
often used for purposes other than heating.     

.    The home heating oil industry is not a growth industry as a result of
increased competition from alternative energy sources.

.    The proportion of common units to total limited partner interests will
increase from 60.5% to 74.8%. Therefore the     

9

likelihood that common units will receive the full minimum quarterly
distribution will be reduced.     

.    The number of common units will increase from approximately 3.9 million to
10.8 million, representing potential significant dilution.

.    Petro's income, unlike the income from Star Gas Partners' propane
operations, will be subject to corporate tax before any distributions.

.    The ratio of taxable income to cash distributions to be made to the
existing common unitholders will increase over time at a greater rate than
if the transaction does not occur, and dividend and interest income from
Petro cannot be offset with past or future losses generated by Star Gas
Partners' propane operations.     

POTENTIAL ADVANTAGES TO PETRO'S COMMON STOCKHOLDERS (SEE PAGE 72)     

The following are the potential advantages of the transaction to the common
stockholders:

. This transaction will provide Petro with the financial structure to
implement its growth-through-acquisition strategy and invest in its
operating and corporate-branding opportunities.     

. We believe that Petro's market valuation should improve as part of a
publicly-traded limited partnership. Publicly-traded limited partnerships
are cash flow oriented and are valued primarily on a cash distribution
basis. We believe Petro's focus on cash flow is well suited for that
structure.We also believe Star Gas Partners will have greater investment
community awareness than Petro. As the only public home heating oil
company, Petro has had limited securities analyst research coverage.     

. You are more likely to receive cash distributions as a holder of a senior
subordinated unit in Star Gas Partners than you are to receive dividends
as a holder of Petro common stock.     

. You will receive senior subordinated units that must receive the minimum
quarterly distribution before any payments are made on the junior
subordinated units and the general partner units.     

.    The senior subordinated units will have the right to receive incentive
distributions. If Star Gas Partners generates cash above target levels,
the holders of senior subordinated units may receive greater cash
distributions than the common unitholders.     

.    If Petro achieves certain financial goals within the five-year period
after closing, the holders of senior subordinated units, junior
subordinated units and general partner units will receive up to an
additional 909,000 senior subordinated units. This enables common
stockholders to continue to participate in Petro's future performance.

POTENTIAL DISADVANTAGES AND RISKS TO PETRO'S COMMON STOCKHOLDERS (SEE PAGES 25
AND 74)     

The following are the potential disadvantages and risks of the transaction to
the common stockholders:

.    Unitholders in Star Gas Partners have substantially different, and
probably fewer, legal rights than common stockholders.     
10

.    There is no current trading market for the senior subordinated units.
Although the senior subordinated units have been approved for listing on
the New York Stock Exchange, there is no assurance that any active trading
market will develop. It is expected that the senior subordinated units
will trade at a lower price than the common units.

.    Distributions on the senior subordinated units, junior subordinated units
and general partner units are not guaranteed. Star Gas Partners will make
these distributions only after it has made the full minimum quarterly
distribution on the common units. Further, distributions on the senior
subordinated units, junior subordinated units and general partner units
are generally limited to available cash generated after the closing of the
transaction. Therefore, there is significant uncertainty as to the amount
and timing of these distributions.     

.    Star Gas LLC, the new general partner of Star Gas Partners, will have
conflicts of interest typical of a general partner in a publicly-traded
limited partnership. These conflicts are different than any conflicts of
interest that may exist for the Petro board of directors.     

.    Like Petro's home heating oil operations, Star Gas Partners' propane
operations are negatively affected by warm weather during the winter
months.     

.    Star Gas Partners may face difficulties in the future in making attractive
acquisitions in the propane industry because of the highly competitive
nature of the industry.     

.    Tax-exempt entities, regulated investment companies or foreign taxpayers
may determine that holding an interest in Star Gas Partners is
unattractive from a tax perspective. If some of these investors sell their
senior subordinated units following the transaction, the market price of
the senior subordinated units could fall substantially.     

RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND STAR GAS CORPORATION BOARD OF
DIRECTORS AND OPINION OF A.G. EDWARDS & SONS, INC. (SEE PAGES 40, 59 AND 62)

A.G. Edwards & Sons, Inc. has served as independent financial advisor to the
special committee in the transaction. They have rendered an opinion to the
special committee that the transaction is fair, from a financial point of view,
to the public common unitholders. The A.G. Edwards opinion is attached as Annex
D to this proxy statement. Common unitholders and common stockholders are urged
to read the opinion in its entirety for descriptions of the procedures
followed, matters considered and limitations on the analysis undertaken.

After considering the advice of its independent legal counsel and financial
advisor, and based upon the A.G. Edwards opinion, the special committee
believes that the transaction is fair to, and in the best interests of, the
common unitholders who are not affiliated with Star Gas Corporation. The
special committee, therefore, has recommended the transaction to the Star Gas
Corporation board of directors. Based on this recommendation, the Star Gas
Corporation board of directors unanimously recommends that common unitholders
vote FOR each of the unitholders meeting proposals.     

11

RECOMMENDATIONS OF PETRO BOARD OF DIRECTORS AND OPINION OF DAIN RAUSCHER
WESSELS

(SEE PAGES 40, 72 AND 75)     

Dain Rauscher Wessels, a division of Dain Rauscher Incorporated, has rendered
an opinion to the Petro board of directors that the consideration to be
received in the merger by the common stockholders not affiliated with Star Gas
Corporation is fair, from a financial point of view, to unaffiliated common
stockholders. The Dain Rauscher Wessels opinion is attached as Annex E to this
proxy statement. Common unitholders and common stockholders are urged to read
the opinion in its entirety for descriptions of the procedures followed,
matters considered and limitations on the analysis undertaken.

The Petro board of directors has determined that the transaction is fair and
in the best interests of the common stockholders and has approved the merger
agreement and the exchange agreement. The Petro board of directors, therefore,
unanimously recommends that common stockholders vote FOR the proposal to be
acquired by Star Gas Partners.     

PaineWebber Incorporated has also acted as a financial advisor to Petro.

12

FINANCIAL INFORMATION

ESTIMATED SOURCES AND USES OF FUNDS OF THE EQUITY OFFERING AND DEBT OFFERING

The following table shows the estimated funds that Star Gas Partners will
receive from a public offering of an estimated 6.8 million common units at
$20.00 per unit. The exact number of common units that Star Gas Partners will
issue will depend upon the market price of the common units at the time of the
offering. For example, if the market price is less than $20.00 per unit then
Star Gas Partners will issue a greater number of units. This table also shows
the estimated funds that Petro will receive from the sale of notes in the debt
offering. The estimated sources and uses may change, depending on market
conditions, results of operations and other factors.     

(In thousands)

SOURCES
Equity offering, net of underwriting discounts and commissions....  $128,300
Debt offering, net of underwriting discounts and commissions......   115,400
--------
$243,700
========
USES
Redeem Petro 12 1/4% Senior Subordinated Debentures due 2005......  $ 84,094
Redeem Petro 10 1/8% Senior Subordinated Notes due 2003...........    50,000
Redeem Petro 9 3/8% Senior Subordinated Debentures due 2006.......    75,000
Redeem Petro 12 7/8% Preferred Stock..............................    27,600
Repurchase Petro 1989 Preferred Stock.............................     4,167
Transaction fees and expenses(a)(b)...............................     2,839
--------
$243,700
========

--------

(a) Does not include reserves for dissenters' rights that may be exercised by
former Petro stockholders.     

(b) Petro will pay an additional $3.2 million of expenses from its existing cash
balances.     

OUTSTANDING STAR GAS PARTNERS UNITS     

The following table shows the approximate number of units outstanding before
and after completion of the transaction:     

BEFORE TRANSACTION    AFTER TRANSACTION
-------------------- ---------------------
NUMBER   PERCENTAGE   NUMBER   PERCENTAGE
--------- ---------- ---------- ----------

COMMON UNITS
Existing common units............  3,858,999    60.5%    3,858,999    26.8%
Issued to Petro junior preferred
stockholders....................         --      --       102,773     0.7
Issued in equity offering........         --      --     6,800,000    47.3
---------   -----    ----------   -----
Subtotal.........................  3,858,999    60.5    10,761,772    74.8
SUBORDINATED UNITS
Existing subordinated units......  2,396,078    37.5            --      --
Senior subordinated units........         --      --     2,767,058    19.2
Junior subordinated units........         --      --       568,478     4.0
---------   -----    ----------   -----
Subtotal.......................  2,396,078    37.5     3,335,536    23.2
GENERAL PARTNER INTERESTS/UNITS...    127,655     2.0       287,700     2.0
---------   -----    ----------   -----
Total..........................  6,382,732   100.0%   14,385,008   100.0%
=========   =====    ==========   =====

13

CAPITALIZATION

The following table shows Star Gas Partners' historical capitalization as of
September 30, 1998 on an actual basis and, as adjusted to give pro forma effect
to the acquisition of Petro. It is further adjusted to give pro forma effect to
the equity and debt offering, and application of the net proceeds of these
offerings. You should read this table together with the historical and pro
forma financial statements and notes included and incorporated by reference in
this proxy statement.     

SEPTEMBER 30, 1998
-------------------------------------
PRO FORMA      ADJUSTED
ACTUAL    COMBINED(A)   PRO FORMA(A)
--------  -------------- ------------
(IN THOUSANDS)

Cash..................................... $  1,115     $ 19,782      $ 16,550
========     ========      ========
Debt:
Star Gas Propane First Mortgage Notes... $ 96,000     $ 96,000      $ 96,000
Star Gas Propane acquisition facility...    8,308        8,308         8,308
The notes issued in the debt offering...      --           --        120,000
Petro public debt(b)....................      --       209,094           --
Petro private debt(c)...................      --        76,056        81,686
--------     --------      --------
Total Long-Term debt.................  104,308      389,458       305,994
--------     --------      --------
Redeemable Preferred Stock:
Petro 12 7/8% Preferred Stock...........      --        27,600           --
Partners' Capital:
Common unitholders......................   58,686       60,741       189,041
Existing subordinated unitholders.......   (1,446)         --            --
Senior and junior subordinated
unitholders............................      --        22,544        22,544
General partner.........................      107        1,666         1,666
--------     --------      --------
Total partners' capital..............   57,347       84,951       213,251
--------     --------      --------
Total capitalization................. $161,655     $502,009      $519,245
========     ========      ========

- --------

(a) See "Unaudited Pro Forma Condensed Consolidated Financial Information" for
a discussion of the pro forma adjustments. This table does not include $4.2
million of the current portion of Petro's 1989 Preferred Stock, that will
be paid with the proceeds of the equity and the debt offerings.     

(b) The Petro public debt consists of $84.1 million of 12 1/4% Senior
Subordinated Debentures due 2005 (including a prepayment premium of $2.8
million), $50.0 million of 10 1/8% Senior Subordinated Notes due 2003 and
$75.0 million of 9 3/8% Senior Subordinated Debentures due 2006. The
amounts described (1) include the principal amount of subordinated debt
that was not exchanged in Petro's September 1998 exchange offer in which
this senior subordinated debt was issued and (2) assume that Petro will
redeem or otherwise repurchase 100% of these securities. Upon completion of
the transaction, Petro has the right to redeem up to an aggregate of 98.5%
of the principal amount of these securities. Petro intends to purchase the
remaining securities on comparable terms.     

(c) The Petro private debt consists of approximately $63.1 million of 9% Senior
Notes due 2002, $4.3 million of 10 1/4% Subordinated and Senior Notes due
2001 and $14.3 million of notes payable for the purchase of fuel oil
dealers maturing at various dates through 2004.     

14

Summary Selected Historical Financial and Operating Data of Star Gas Partners

The following table describes for the periods and dates indicated, summary
selected historical financial and operating data of Star Gas Partners, which is
derived from the consolidated financial statements of Star Gas Partners. The
financial data is only a summary and should be read in conjunction with Star
Gas Partners' historical financial statements (and related notes) contained in
the annual reports and other information that Star Gas Partners has filed with
the Commission. See "Incorporation of Certain Documents by Reference." The
historical other data is unaudited but have been prepared on the same basis as
that of the audited consolidated financial statements. These historical results
of operations are not necessarily indicative of the results of operations to be
expected in the future.     

The 1996 column to the table shows the results of operations of the
predecessor of Star Gas Partners for the period October 1, 1995 through
December 20, 1995 and the results of Star Gas Partners from December 20, 1995
through September 30, 1996. We combined these operating results to facilitate
an analysis of the fundamental operating data. For the actual results of Star
Gas Partners from December 20, 1995 through September 30, 1996, see Item 14,
page F-4 of Star Gas Partners' 1998 Form 10-K, which is incorporated by
reference in this proxy statement.     

September 30,
---------------------------------------------  
1996             1997           1998
-------------    -------------  -------------
(In thousands, except for per unit data)

Statement of Operations Data
Sales.......................  $     119,634    $     135,159  $     111,685
Costs and expenses
Cost of sales.............         58,557           72,211         49,498
Delivery and branch ex-
penses...................         34,750           36,427         37,216
Depreciation and amortiza-
tion.....................          9,680           10,242         11,462
General and administrative
expenses.................          6,457            6,818          6,065
Net gain (loss) on sales
of assets................           (260)            (295)          (271)
-------------    -------------  -------------
Operating income............          9,930            9,166          7,173
Interest expense, net.....          7,124            6,966          7,927
Amortization of debt issu-
ance costs...............            128              163            176
-------------    -------------  -------------
Income (loss) before income
taxes......................          2,678            2,037           (930)
-------------    -------------  -------------
Income tax expense........             85               25             25
-------------    -------------  -------------
Net income (loss)...........  $       2,593    $       2,012  $        (955)
=============    =============  =============
General partner's interest
in net income (loss).......            --                40            (19)
-------------  -------------
Limited partners' interest
in net income (loss).......            --     $       1,972  $        (936)
=============  =============
Basic and diluted, net in-
come (loss) per Limited
Partner unit...............  $        0.11(a) $        0.37  $       (0.16)
=============  =============
Cash distribution declared
per unit...................  $        1.17(a) $        2.20  $        2.20
=============  =============
Balance Sheet Data (end of
period)
Current assets............  $      17,842    $      14,165  $      17,947
Total assets..............        156,913          147,469        179,607
Long-term debt............         85,000           85,000        104,308
Partners' capital.........         61,398           51,578         57,347
Summary Cash Flow Data
Net cash provided by oper-
ating activities.........  $       9,982    $      18,964  $       9,264
Net cash provided by (used
in) investing activi-
ties.....................         (6,954)          (4,905)       (13,276)
Net cash provided by (used
in) financing activi-
ties.....................         (2,649)         (14,276)         4,238
Other Data
Earnings before interest,
taxes, depreciation and
amortization less net
gain (loss) on sales of
equipment ("EBITDA")(b)..  $      19,870    $      19,703  $      18,906
Retail propane gallons
sold.....................         96,294           94,893         98,870
Ratio of earnings to fixed
charges(c)...............          1.22x            1.27x            --
Total capital
expenditures(d)..........  $       5,332    $       5,279  $       5,015

(footnotes on next page)     

15

- -------

(a) Represents net income (loss) per unit and cash distributions paid per unit
for the period December 20, 1995 through September 30, 1996.     

(b) "EBITDA" is defined as operating income plus depreciation, amortization and
other non-cash charges, less net gain (loss) on sale of businesses and
equipment. EBITDA should not be considered an alternative to net income (as
an indicator of operating performance) or as an alternative to cash flow
(as a measure of liquidity or ability to service debt obligations), but
provides additional information for evaluating Star Gas Partners' ability
to make the minimum quarterly distribution. The definition of EBITDA set
forth above is different from the definition of EBITDA used by Petro and
may be different from that used by other corporations or partnerships.     

(c) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as earnings (loss) from continuing operations before
income taxes, plus fixed charges. Fixed charges consist of interest expense
on all indebtedness, the amortization of deferred debt issuance costs and
the portion of operating rental expense that is representative of the
interest factor. For the year ended September 30, 1998, earnings were
inadequate to cover fixed charges by $1.0 million.     

(d) Includes net maintenance capital expenditures for the fiscal years ended
September 30, 1996, 1997 and 1998 of $2.3 million, $3.1 million and $2.6
million.     

16

Summary Selected Historical Financial and Operating Data of Petro

The following table describes summary selected historical financial and
operating data of Petro, which are derived from the consolidated financial
statements of Petro. The financial data is only summary, and you should read it
in conjunction with Petro's historical financial statements (and related notes)
contained in the annual reports and other information that Petro has filed with
the Commission. See "Incorporation of Certain Documents by Reference." Since
Star Gas Partners' initial public offering in December 1995, Star Gas Partners
has been accounted for under the equity method of accounting in Petro's
financial statements.     

The historical financial data for the nine months ended September 30, 1997
and 1998 and the historical other data is unaudited. The results of operations
for the nine-month periods ended September 30, 1997 and 1998 contain all
adjustments that are of a normal and recurring nature necessary to present
fairly the financial condition and results of operations for those periods.
These historical results of operations are not necessarily indicative of the
results to be expected in the future.     

In analyzing the results of Petro, the following important factors should be
noted:     

. The decline in EBITDA for the year ended December 31, 1997, as compared to
the year ended December 31, 1996 was primarily due to warm weather experienced
in 1997.     

. For the nine months ended September 30, 1998, home heating oil volume
declined by 19.9% as compared to the nine months ended September 30, 1997
primarily due to the abnormally warm temperatures associated with the weather
phenomenon generally referred to as "El Nino." While volume declined 19.9%,
operating income before depreciation, amortization and provision for
supplemental benefits (EBITDA) declined only 16.6% due to a reduction in
operating costs largely attributable to the effects of the restructuring and
cost reduction programs.     

17

Nine Months
Year Ended December 31,           Ended September 30,
---------------------------       ----------------------
1996            1997             1997         1998
-----------     -----------       ---------    ---------
(In thousands, except per share data)

Statement of Operations
Data
Net sales...............  $   608,161     $   548,141       $ 386,855    $ 291,479
Costs and expenses
Cost of sales.........      427,388         379,748         271,269      191,508
Operating expenses ...      138,703         132,383          96,292       81,758
Restructuring,
corporate identity
and pension
curtailment..........        4,366           7,640           5,142        1,716
Depreciation, amorti-
zation and other non-
cash costs...........       28,946          28,847          21,567       20,639
-----------     -----------       ---------    ---------
Operating income
(loss).................        8,758            (477)         (7,415)      (4,142)
Interest expense-net..       32,412          31,668          23,777       22,912
Amortization of debt
issuance cost........        1,872           1,464           1,097        1,069
Income tax expense....          500             500             350          325
Other income (ex-
pense)-net...........        1,842          11,445              65          127
Share of income (loss)
of Star Gas..........        2,283            (235)         (1,808)      (1,890)
Income (loss) before ex-
traordinary item.......      (21,901)        (22,899)        (34,382)     (30,211)
-----------     -----------       ---------    ---------
Net income (loss).......  $   (28,315)    $   (22,899)      $ (34,382)   $ (30,211)
===========     ===========       =========    =========
Basic and Diluted earn-
ings (losses) per com-
mon share(b)
Weighted average
number of common
shares outstanding
Class A and Class C
common stock.........  $     (1.20)    $     (1.06)      $   (1.47)   $   (1.29)
Cash dividends declared
per common share(b)
Class A and Class C
common stock.........  $      0.60     $      0.30       $    0.23           --
Weighted average number
of common shares
outstanding
Basic(b)
Class A common stock..       22,983          23,441          23,339       23,960
Class C common stock..        2,598           2,598           2,598        2,598
Diluted(b)
Class A common stock..                                       23,339       23,960
Class C common stock..                                        2,598        2,598
Balance Sheet Data (end
of period)
Cash..................  $     3,257     $     2,390       $  13,806    $  13,767
Working capital.......       18,093          12,436           5,414       (7,479)
Total assets..........      275,025         247,846         223,918      198,678
Long-term debt........      291,337         288,957         288,774      278,864
Redeemable preferred
stock (long-term
portion).............        8,333          32,489          34,167       28,555
Stockholders'
deficiency...........     (145,733)       (177,033)       (189,361)    (209,618)
Summary Cash Flow Data:
Net cash provided by
(used in) operating
activities...........  $    (3,852)    $    18,644       $  34,342    $  28,803
Net cash provided by
(used in) investing
activities...........      (26,193)           (980)        (14,059)       1,011
Net cash provided by
(used in) financing
activities...........      (44,983)        (18,531)         (9,734)     (18,437)
Other Data
Operating income
before depreciation,
amortization and
provision for
supplemental benefits
(EBITDA)(a)..........  $    37,704 (d) $    28,370(d)(e) $  14,152(d) $  16,497(d)(f)
Heating oil gallons...      456,141         410,291         282,806      226,579(f)
Ratio of earnings to
fixed charges(b).....          --              --              --           --

- --------

(a) EBITDA should not be considered as an alternative to net income (as an
indicator of operating performance) or as an alternative to cash flow (as
a measure of liquidity or availability to service debt obligations), but
provides additional information for evaluating Petro's financial
performance. The definition of EBITDA set forth above is different from the
definition of EBITDA used by Star Gas Partners and may be different from
that used by other companies.     

(b) For purposes of determining the ratio of earnings to fixed charges,
earnings are defined as earnings (loss) from continuing operations before
income taxes, plus fixed charges. Fixed charges consist of interest expense
on all indebtedness and the amortization of deferred debt issuance costs
and the portion of operating rental expense that is representative of the
interest factor. For the years ended December 31, 1996 and 1997 and for the
nine months ended September 30, 1997 and 1998, earnings were inadequate to
cover fixed charges by $28.3 million, $22.9 million, $34.3 million and
$30.2 million.     

18

Summary Selected Unaudited Pro Forma Condensed Consolidated Financial
Information

The following summary selected unaudited pro forma condensed consolidated
statement of operations data, other data and balance sheet data for the twelve
month period ended September 30, 1998 assume the transaction occurred on
October 1, 1997. The pro forma financial information below reflects the
purchase method of accounting and is intended to give you a better picture of
what our businesses might have looked like had they been combined since October
1, 1997. The companies may have performed differently if they were combined.
You should not rely on the pro forma financial information as being indicative
of the historical results that we would have had or the future results that we
will experience after the transaction. See "Unaudited Pro Forma Condensed
Consolidated Financial Information."     

The "Pro Forma Combined" column of the table represents the acquisition of
Petro by Star Gas Partners and the "As Adjusted Pro Forma" column of the table
represents the further effects of the equity and debt offerings.     

Twelve Months Ended
September 30, 1998
----------------------------
(dollars in thousands,
except per unit amounts)
Pro Forma      As adjusted
Combined        Pro Forma
------------    -----------

Statement of Operations Data
Sales............................................. $    566,155    $    566,155
Costs and expenses:
Cost of sales...................................      349,472         349,472
Operating expenses..............................      161,551         161,551
Restructuring charges...........................        2,085           2,085
Transaction expenses............................        1,029           1,029
Corporate identity expenses.....................        1,100           1,100
Provision for supplemental benefits.............          409             409
Depreciation and amortization...................       37,434          37,434
Net gain (loss) on sales of assets..............          (48)            (48)
------------    ------------
Operating income..................................       13,027          13,027
Interest (income) expense, net..................       39,157          26,859
Amortization of debt issuance costs.............        1,608             636
------------    ------------
Income (loss) before income taxes...............      (27,738)        (14,468)
Income tax expense..............................          500             500
------------    ------------
Net income (loss)................................. $    (28,238)   $    (14,968)
============    ============
Net income (loss) per limited partner unit........         N.R.    $      (1.04)
============
Balance Sheet Data (end of period)
Current assets.................................. $    100,659    $     97,427
Total assets....................................      678,592         679,960
Long-term debt..................................      389,458         305,994
Total partners' capital.........................       84,951         213,251

Summary Cash Flow Data

Net Cash provided by operating activities....... $     11,955    $     24,253
Net Cash provided by (used in) investing
activities.....................................       (4,826)         (4,826)
Net Cash provided by (used in) financing
activities.....................................      (17,356)        (18,857)
Other Data
Earnings before interest, taxes, depreciation,
amortization less net gain (loss) on sales of
equipment ("EBITDA")(a)(b)..................... $     50,918    $     50,918
Ratio of earnings to fixed charges(c)...........          --              --
Heating oil and propane gallons.................      455,360         455,360

(footnotes on next page)     

19

- --------

(a) "EBITDA" is defined as operating income plus depreciation and amortization
less net gain (loss) on sale of equipment plus provision for supplemental
benefits. EBITDA should not be considered an alternative to net income (as
an indicator of operating performance) or as an alternative to cash flow
(as a measure of liquidity or ability to service debt obligations), but as
additional information for evaluating Star Gas Partners' ability to make
the minimum quarterly distribution. The definition of EBITDA described
above is different from the definition of EBITDA used by Petro and may be
different from that used by other corporations or partnerships.     

(b) EBITDA has been reduced by approximately $4.2 million in expenses
associated with Petro's corporate identity, restructuring and transaction
expenses.     

(c) For the pro forma combined and as adjusted pro forma, the earnings were
inadequate to cover fixed charges by $28.2 million and $15.0 million.     

In analyzing the historical results of Star Gas Partners and the pro forma
information as provided in the table above, the following three important
factors should be considered:     

. First, the results for the fiscal 1997 pro forma exclude cost savings
associated with Petro's restructuring program implemented during 1998.
This restructuring program includes reductions in both corporate and
field personnel, the consolidation of employee benefit plans and the
rationalization of branch facilities.     

. Second, while depreciation and amortization expenses reduce net income as
a non-cash expense, these expenses do not impact distributable cash flow.

. Third, in fiscal 1998, temperatures were significantly warmer than normal
for the areas that Star Gas Partners conducts its propane operations and
Petro's home heating oil operations. We believe that overall levels of
pro forma available cash from operating surplus were adversely affected
during fiscal 1998 due to this abnormally warm weather.     

20

RISK FACTORS

Limited partner interests are inherently different from the capital stock of
a corporation, although the business risks faced by Star Gas Partners are
similar to those of a corporation engaged in a similar business. Common
unitholders and common stockholders should consider the following factors in
evaluating the transaction.     

RISKS TO COMMON UNITHOLDERS     

The Star Gas Corporation board of directors urges common unitholders to
carefully consider each of the factors set forth below.

Conflicts of Interest Were Present in Structuring the Transaction

All of the directors of Star Gas Corporation, other than the members of the
special committee, are also directors or officers of Petro. Thus, except for
the special committee, members of the Petro board of directors and the Star Gas
Corporation board of directors have interests that are different from, and in
conflict with, the interests of the common unitholders. The Star Gas
Corporation board of directors appointed the two members of the special
committee to negotiate the acquisition of Petro on behalf of the common
unitholders. Each member of the special committee has received additional
compensation of $40,000 for serving on the special committee.

Petro Has Significant Recent Net Losses That Are Likely To Continue     

Petro incurred net losses of approximately $23.5 million, $28.3 million and
$22.9 million for the years ended December 31, 1995, 1996 and 1997. These net
losses were a result of     

.  primarily the amortization expense associated with Petro's many
acquisitions since 1980 and interest expense,     

.  customer attrition,     

.  recent mild winters and     

.  other operational factors.     

Since Petro's strategy is to maximize EBITDA, net losses are likely to continue
in the near term.     

Increased Distributions per Common Unit Are Not Assured

The Star Gas Corporation board of directors structured the transaction with
the intent that it would increase the cash available to be distributed per
common unit. The intended increase in cash available for distributions is based
on several expectations that may not be realized, such as:     

.  successfully acquiring home heating oil businesses at attractive prices,

.  completing Petro's restructuring program to reduce customer attrition
and     

.  increasing profit margins on a per gallon basis.     

21

The Percentage of Common Units Will Increase, Which Will Make It More
Difficult to Pay the Full Minimum Quarterly Distribution     

The existing common units represent a 60.5% limited partner interest in Star
Gas Partners. After the transaction, the common units will represent a 74.8%
limited partner interest. Accordingly, Star Gas Partners will be required to
make distributions to a larger percentage of its equity at the common unit
level, which will increase the likelihood that Star Gas Partners will not have
sufficient funds to pay the full minimum quarterly distribution to all common
unitholders. In addition during the subordination period, Star Gas Partners can
issue 2,500,000 additional common units without obtaining any unitholder
approval. These additional common units could further dilute the interest of
then-existing unitholders in the net assets of, and distributions to be made
by, Star Gas Partners. In addition, holders of common units will not have
preemptive rights to acquire additional common units or other partnership
interests that may be issued by Star Gas Partners.     

Common Unitholders Will Have Reduced Voting Power     

After the transaction, common unitholders will have less voting power. In
some instances, matters that previously required only the consent of a majority
of the outstanding common units will also require a separate class vote of the
senior subordinated units and junior subordinated units, voting together as a
single class. Thus, there may be matters in the future that the common units
approve but that are not adopted because a majority of the senior subordinated
and junior subordinated units did not approve those matters.     

Star Gas Partners' Indebtedness, Including the Guarantee of the Notes, May
Limit Its Ability to Make Distributions and Affect Its Operations     

As a result of the transaction, Star Gas Partners will have debt that is
substantial compared to its partners' capital. Principal and interest payable
on this debt will reduce cash available to make distributions on the common
units. Under certain circumstances, the terms of Star Gas Partners' debt
instruments, including the guarantee of the notes issued in the debt offering,
will limit its ability to distribute cash to common unitholders and to borrow
additional funds. The limitations and restrictions in new debt that Star Gas
Partners and its subsidiaries issue may be more restrictive than those in
current indebtedness. In addition, some of Star Gas Partners' debt is secured
by its assets. If Star Gas Partners defaulted on this secured debt, the lenders
could institute foreclosure proceedings to seize its assets. Any attempt to
stay these foreclosure actions by seeking to reorganize under the federal
Bankruptcy Code would have a material adverse effect on Star Gas Partners and
the common unitholders.     

Weather Conditions May Adversely Affect the Demand for Heating Oil More than
the Demand for Propane     

Petro's operations are more sensitive to temperature levels than are Star Gas
Partners' because home heating oil is used almost exclusively for heating
purposes, while propane has uses other than heating. Since sales of home
heating oil during the peak heating season from October through March represent
75% to 80% of Petro's annual home heating oil volume, abnormally warm
temperatures during this period can adversely affect Petro's financial results.

22

Petro Has Experienced Significant Customer Losses

Petro's net attrition of home heating oil customers has been between
approximately 5% to 6% per year over the past five years. This rate represents
an annual gross customer loss rate of about 15% to 16%, offset by customer
gains of approximately 10% yearly. Customer losses are the result of various
factors, including     

.  customer relocations,     

.  supplier changes,     

.  natural gas conversions and     

.  credit problems.     

Petro may not be able to maintain or reduce its customer attrition rate in the
future.     

Petro Cannot Grow Unless It Makes Acquisitions on Economically Acceptable
Terms

The home heating oil industry is not a growth industry because of increased
competition from alternative energy sources. Petro's growth in the past decade
has been directly tied to the success of its acquisition program. Its future
financial performance will depend on its ability to continue to make
acquisitions at attractive prices. There is no assurance that Petro will be
able to continue to make acquisitions or to do so on economically acceptable
terms. If Petro is able to make acquisitions, there is no assurance that they
will be profitable, or that any additional debt incurred to make these
acquisitions will not offset the cash generated. Factors that may adversely
affect Petro's operating and financial results may also limit Petro's access to
capital and its acquisition activities.     

Oil Price Increases May Negatively Affect Petro's Results of Operations and
Financial Condition     

During periods of sudden and sharp increases in the supply cost of home
heating oil, Petro may be unwilling or unable to pass the entire increase in
costs on to its customers. As a result, gross profit margins will be reduced.
On the other hand, price increases that continue over a long period of time may
be passed on to customers. These increases could reduce demand by encouraging
conservation or conversion to alternative energy sources. If demand were
reduced and Petro was unable to increase its gross profit margin or reduce its
operating expenses, the decrease in volume would adversely affect Petro's
operating results.     

The Home Heating Oil Business Is Highly Competitive

Petro competes with heating oil distributors offering a broad range of
services and prices, from full service distributors, like Petro, to those
offering delivery only. If Petro is unable to effectively compete, there will
be a material adverse effect on its results of operations and financial
condition. Competition with other companies in the home heating oil industry is
based primarily on customer service and price. Long-standing customer
relationships are typical in the industry. It is customary for companies to
deliver home heating oil to their customers based upon weather conditions and
historical consumption patterns, without the customer making an affirmative
purchase decision. Most companies provide home heating equipment repair service
on a 24-hour per day basis. In some cases, homeowners have formed buying
cooperatives that seek to purchase fuel oil from distributors at a price lower
than individual customers are otherwise able to obtain. As a result of these
factors, it may be difficult for Petro to acquire new retail customers.     

23

Petro also competes for customers with suppliers of alternative energy
products, principally natural gas. Petro could face additional price
competition from alternative heating sources such as electricity and natural
gas as a result of deregulation in those industries. Over the past five years,
conversions by Petro's customers from heating oil to other sources have
averaged approximately 1% per year of the homes it serves.     

Petro Is Subject to Operating and Litigation Risks That May Not Be Insured

Petro's operations, like those of Star Gas Partners, are subject to all
operating hazards and risks incidental to providing customers with combustible
liquids such as home heating oil. As a result, in the ordinary course of
business, Petro may be a defendant in litigation. Petro maintains insurance
policies in the amounts and with coverages and deductibles as it believes are
reasonable. However, there can be no assurance that this insurance will be
adequate to protect Petro from all expenses related to potential future claims.

Petro Is Subject to Governmental Regulation and Could Have Significant
Environmental and Other Regulatory Costs     

Petro's business is subject to federal and state laws and regulations related
to a wide range of environmental and other regulatory matters. Petro has
implemented environmental programs and policies designed to avoid potential
liability and cost under applicable environmental laws. It is possible,
however, that Petro will have increased costs due to stricter pollution control
requirements or liabilities resulting from non-compliance with operating or
other regulatory permits. New environmental regulations might adversely impact
Petro's operations, including underground storage and transportation of home
heating oil. In addition, the environmental risks inherently associated with
Petro's home heating oil operations, such as the risks of accidental release or
spill, are greater than those associated with the Star Gas Partners' propane
operations. It is possible that material costs and liabilities will be
incurred, including those relating to claims for damages to property and
persons.     

Tax Risks to Common Unitholders

Taxes Payable By Petro Will Reduce Distributions to Unitholders     

Although Petro and its corporate affiliates do not expect to pay significant
federal income tax for several years following the transaction, over time the
amount of federal income taxes paid by Petro and its corporate affiliates will
increase, and this will also reduce the amount of cash that Star Gas Partners
can distribute to unitholders. A successful IRS challenge to the deduction of
depreciation or interest on certain debt will increase Petro and its
affiliates' tax liability and this will reduce Star Gas Partners' ability to
distribute cash to unitholders.     

The transaction will result in income to Petro equal to the difference in the
value of the units distributed in the merger (including the amount of any debt
Petro is relieved of) and the federal income tax basis Petro has in those
units. Petro expects that its net operating losses will generally offset this
income and Petro will incur only nominal tax. The IRS could challenge the
amount of Petro's net operating losses and the use of the net operating losses
to offset income realized in the transaction. A successful challenge could
reduce the cash available for distribution by Star Gas Partners.     

24

Although Petro believes that Petro and its affiliates will not pay
significant federal income tax for several years, Petro expects the related
entities to generate earnings and profits during that time making a portion of
the distributions from the entities to Star Gas Partners taxable dividend
income to the unitholders. This dividend income cannot be offset by past or
future losses generated by Star Gas Partners' propane activities.     

The Portion of Distributions That Constitute Taxable Income Will Increase     

The portion of the cash distributions that constitute taxable income to
unitholders will increase at a greater rate if the transaction occurs. For
example, the general partner estimates that a holder of a common unit issued in
the initial public offering would be allocated, in the aggregate, no net
passive income and less than $0.05 per unit per year of portfolio income
through December 31, 2004 if the transaction is not completed. In contrast, if
the transaction is completed the general partner estimates that the same holder
would instead be allocated, in the aggregate, no net passive income and
approximately $.20 per unit per year of portfolio income through December 31,
2002. In either case, the taxable income allocated to a common unitholder after
either date will constitute an increasingly higher percentage of cash
distributed to him. Furthermore, distributions that are in excess of the
minimum quarterly distribution will increase the portion of each cash
distribution that constitutes taxable income to an existing common unitholder.
However, the transaction will have different tax effects on different common
unitholders, depending on when they purchased their units.     

Risks to Common Stockholders

The Petro board of directors urges common stockholders to carefully consider
each of the factors described below.     

Conflicts Were Present in Structuring the Transaction

Certain directors of Petro have interests that are different from, and in
conflict with, the interests of the Petro public common stockholders.

Senior Subordinated Unitholders Are Not Assured of Receiving Cash
Distributions

Petro public common stockholders will receive senior subordinated units in
exchange for their shares of common stock. Common stockholders should consider
the following factors regarding distribution rights of senior subordinated
units:     

. During the subordination period, which generally cannot end before
October 1, 2002, no distributions of cash for any quarter may be made
on the senior subordinated units until the common units have received
the minimum quarterly distribution, plus any arrearages on those
common units.     

. The amount that may be paid for the quarters ending June 30, 1999 and
September 30, 1999 depends on whether the combined results of Star
Gas Partners and Petro exceed certain financial benchmarks.     

. Beginning with the quarter ending on December 31, 1999, the amount of
distributions depends upon the amount of available cash generated by
Star Gas Partners after October 1, 1999.     

25

. Senior subordinated units do not accrue distribution arrearages.     

Common stockholders should also keep in mind that there is no assurance that

. Star Gas Partners will ever meet the tests that must be satisfied to
end the subordination period;     

. the senior subordinated units will ever convert to Class B common
units and     

. Petro will ever meet the financial tests necessary for any additional
senior subordinated units to be issued to them.     

Cash Distributions Are Not Guaranteed and May Fluctuate with Star Gas
Partners' Performance and Reserve Requirements     

Because distributions on the senior subordinated units are dependent on the
amount of cash generated, distributions may fluctuate based on the performance
of Star Gas Partners. The actual amount of cash that is available will depend
upon numerous factors, including:     

. profitability of operations,     

. required principal and interest payments on debt,     

. the cost of acquisitions,     

. issuance of debt and equity securities,     

. fluctuations in working capital,     

. capital expenditures,     

. adjustments in reserves,     

. prevailing economic conditions and     

. financial, business and other factors.     

Some of these factors are beyond the control of the general partner.

The amended and restated partnership agreement gives the general partner
discretion in establishing reserves for the proper conduct of Star Gas
Partners' business. These reserves will also affect the amount of cash
available for distribution. The general partner may establish reserves for
distributions on the senior subordinated units only if those reserves will not
prevent Star Gas Partners from distributing the full minimum quarterly
distribution, plus any arrearages, on the common units for the following four
quarters.     

The amount of cash needed to pay the minimum quarterly distribution for four
quarters on units outstanding immediately after the transaction is
approximately $33.1 million ($24.7 million for the common units, $6.4 million
for the senior subordinated units, $1.3 million for the junior subordinated
units and $0.7 million for the general partner units). After giving pro forma
effect to the transaction, the amount of available cash generated in the twelve
months ended September 30, 1998 would have been about $18.7 million. If certain
infrequent restructuring, corporate identity and transaction expenses were not
taken into effect, pro forma cash available for distribution would have been
$22.9 million.

26

There Is No Active Trading Market in, and Uncertainty Regarding Market Prices
of, Senior Subordinated Units

At present there is no trading market for the senior subordinated units.
Although an application has been approved to list the senior subordinated units
on the NYSE there can be no assurance that an active trading market will
develop after the transaction. The Petro board of directors believes
that senior subordinated units will likely trade at a discount to the price per
common unit. The actual trading price of the senior subordinated units will
depend on a variety of factors, including market conditions for securities of
publicly-traded limited partnerships, the trading price of the common units,
weather conditions and the cash generated by Star Gas Partners. There can be no
assurance that holders of senior subordinated units will be able to sell their
units at favorable prices. After the transaction, if a number of former common
stockholders sell their senior subordinated units, the trading price of the
senior subordinated units could decline significantly.     

Star Gas Partners Has Substantial Indebtedness That May Restrict its Ability
to Make Distributions on Senior Subordinated Units     

Although it has less debt than Petro, after the transaction, Star Gas
Partners will have debt that is substantial compared to its partners' capital.
Principal and interest payable on this debt will reduce cash available to make
distributions on the senior subordinated units. Under certain circumstances,
the terms of Star Gas Partners' debt instruments, including the notes issued in
the debt offering, will limit its ability to distribute cash to senior
subordinated unitholders and to borrow additional funds. The limitations and
restrictions in the new debt that Star Gas Partners issues may be more
restrictive than those in current debt instruments. In addition, some of Star
Gas Partners' debt is secured by its assets. If Star Gas Partners defaulted on
this secured debt, the lenders could institute foreclosure proceedings to seize
its assets. Any attempt to stay these foreclosure actions by seeking to
reorganize under the federal Bankruptcy Code would have a material adverse
effect on Star Gas Partners and the senior subordinated unitholders.     

Change of Control Provisions in Star Gas Partners' Debt Instruments May Affect
Distributions     

After completing the transaction, it is expected that the debt instruments of
Star Gas Partners and Petro will contain provisions relating to a "change of
control." Therefore, a change of control of either entity may result in certain
debt being immediately due and payable, which would necessarily affect Star Gas
Partners' ability to make distributions to unitholders. Neither party is
restricted from entering a transaction that would trigger the change of control
provisions. If these change of control provisions are triggered, some of the
outstanding debt may become due. It is possible that Star Gas Partners or Petro
will not have sufficient funds at the time of any change of control to make the
required debt payments or that restrictions in its other debt instruments will
not permit those payments. In some instances, lenders would have the right to
foreclose on Star Gas Partners' or Petro's assets if debt payments were not
made upon a change of control.     

Unitholders Have Limited Voting Rights and Do Not Control the General Partner

Unitholders have no right to elect the general partner on an annual or other
continuing basis. The general partner manages and operates Star Gas Partners
and Star Gas Propane. Unlike the holders of common stock in a corporation,
unitholders have only limited voting rights on matters     

27

affecting Star Gas Partners' business. The general partner generally may not be
removed unless approved by the holders of 66 2/3% of the outstanding units
voting together as a single class (except those of the general partner and its
affiliates). As a result, unitholders have only limited influence on matters
affecting the operation of Star Gas Partners, and it would be difficult for
third parties to control or influence Star Gas Partners. Although the amended
and restated partnership agreement provides that the general partner may not
(with certain exceptions) transfer its general partner units to another person
prior to December 31, 2005 unless approved by a unit majority, the members of
Star Gas LLC may transfer their limited liability company interests in Star Gas
LLC to a third party at any time without the approval of the unitholders.     

Unlike the holders of common units, the holders of senior subordinated units
do not have the right to approve the issuance of additional partnership
interests under any circumstances. Furthermore, the matters on which the senior
subordinated units may vote require the approval of a unit majority. During the
subordination period, a unit majority means at least a majority of the common
units (except those of the general partner and its affiliates) and at least a
majority of the senior subordinated units and junior subordinated units voting
as a single class. Thus, there may be matters that are approved by a majority
of the senior subordinated units but that are nevertheless not adopted because
either too few junior subordinated units approved or a majority of the common
units did not approve.

The Issuance of Additional Units by Star Gas Partners May Dilute Existing
Unitholders' Interests     

After the transaction, Star Gas Partners will have the authority to issue up
to 2,500,000 common units. In certain circumstances, it may also issue an
unlimited number of additional common, senior subordinated, and junior
subordinated units or other equity securities for the consideration and on the
terms and conditions as are established in the general partner's sole
discretion without obtaining the approval of the unitholders. The issuance of
these additional units may dilute the interests of the existing unitholders
since they will own a smaller percentage of Star Gas Partners.     

The Amended and Restated Partnership Agreement Contains Provisions Intended to
Discourage a Change of Management     

The amended and restated partnership agreement contains certain provisions
that may discourage attempts to remove an incumbent general partner or
otherwise change the management of Star Gas Partners. These provisions may
diminish the price at which the senior subordinated units will trade under
certain circumstances.     

Reimbursement of General Partner Has Priority over Distributions

Before any distributions on the units, Star Gas Partners will reimburse the
general partner for all expenses it has incurred on behalf of Star Gas
Partners. The reimbursement of those expenses and the payment of reasonable
fees charged by the general partner for services could adversely affect the
ability of Star Gas Partners to make distributions. Reimbursable expenses and
fees are determined by the general partner in its sole discretion.     

28

There Is a Limited Call Right That May Require Unitholders to Sell Their Units
at an Undesirable Time or Price     

If at any time less than 20% of the outstanding units of any class are held
by persons other than the general partner and its affiliates, the general
partner has the right to acquire all, but not less than all, of those units
held by the unaffiliated persons. The price for these units will generally
equal the then-current market price of the units. As a consequence, a
unitholder may be required to sell these units at an undesirable time or price.
The general partner may assign this acquisition right to any of its affiliates
or Star Gas Partners. After the subordination period ends, if Star Gas Partners
acquires more than 66 2/3% of the Class B common units in a twelve-month
period, then Star Gas Partners will have a similar call right.     

Unitholders May Not Have Limited Liability in Certain Circumstances

A number of states have not clearly established limitations on the liability
of limited partners for the obligations of a limited partnership. If it were
determined that Star Gas Partners had been conducting business in any state and
had failed to comply with the applicable limited partnership statute, or that
the rights or exercise of the rights by the limited partners as a group under
the partnership agreement constituted participation in the "control" of Star
Gas Partners, then a unitholder might be held liable to the same extent as the
general partner for Star Gas Partners' obligations.     

Petro Common Stockholders Will Have Fewer Rights as Star Gas Partners
Unitholders     

After the transaction, the common stockholders will lose their rights as
stockholders in a Minnesota corporation, but will gain the rights of limited
partners in a Delaware limited partnership. Overall, the transaction probably
will result in a reduction in common stockholders' legal rights. For example,
while common stockholders currently have the right to elect directors,
unitholders do not have the right to elect the directors of the general
partner. A comparison of these changes in rights is described in "Comparison of
Securities."     

Weather Conditions May Adversely Affect the Demand for Propane     

Weather conditions may adversely impact Star Gas Partners' operating results
and financial condition. Propane is used for both heating and agricultural
purposes. Accordingly, retail propane sales are directly affected by the
severity of the winter weather. The highest sales occur during the six-month
peak heating season from October through March, which period accounts for about
70% to 75% of total retail propane volume. For the fiscal year ended September
30, 1998, temperatures were significantly warmer than normal for the areas in
which Star Gas Partners sells propane. Weather variations also affect demand
for propane from agricultural customers because dry weather during the harvest
season reduces demand for propane in crop drying.     

Propane Price Increases May Negatively Affect Star Gas Partners Operating
Results and Financial Condition     

The retail propane business is a margin-based business in which gross profits
depend on sales prices over propane supply costs. Consequently, Star Gas
Partners' profitability is sensitive to     

29

changes in wholesale and market prices of propane. Star Gas Partners has no
control over these market conditions. Thus, when there are large or sudden
increases in the supply costs of propane, Star Gas Partners may not be able to
pass on these increases to its customers through higher sales prices, which
could reduce its gross margin.     

Star Gas Partners Could Be Unable to Sell Inventory Profitably Due to Market
Volatility and/or Inflation     

Because of the potential volatility of propane prices, the market price for
propane could fall below the price at which Star Gas Partners purchased it,
which would adversely affect gross margin or render sales from inventory
unprofitable. Propane is available from numerous sources, including integrated
international oil companies, independent refiners and independent wholesalers.
Star Gas Partners purchases propane from a variety of suppliers under supply
contracts and on the spot market. The major portion of propane purchased by
Star Gas Partners (approximately 95% in fiscal 1998) is produced domestically.
To the extent that Star Gas Partners purchases propane from Canadian sources
(approximately 5% in fiscal 1998), its propane business will be subject to
risks of disruption in foreign supply. Star Gas Partners attempts to minimize
inventory risks by purchasing propane on a short-term basis. During periods of
low demand for propane, which generally occur during the summer months, Star
Gas Partners has on occasion purchased large volumes of propane at lower-than-
market costs for storage in Star Gas Partners' 21 million gallon Indiana
underground storage facility for future resale. Star Gas Partners may from time
to time engage in transactions such as options or fixed price contracts to
purchase propane to hedge product costs in an attempt to reduce cost
volatility. To date, the level of these activities has not been significant and
Star Gas Partners is not currently engaged in any of these transactions.     

Inflation increases Star Gas Partners' operating and administrative costs.
Star Gas Partners attempts to limit the effects of inflation on its operations
through cost control efforts, productivity improvement and increases in gross
profit margins.     

Star Gas Partners Is Dependent on Principal Suppliers and Carriers Which
Increases the Risk of an Interruption in Supply     

During fiscal year 1997, 43% of propane purchases in the Midwest was
purchased on the spot market from various Mont Belvieu, Texas sources, and 21%
was purchased from three refineries owned by Amoco Canada Marketing Group.
Approximately 47% of the purchases from Amoco Canada were made under long-term
market-based supply contracts, and the balance was made under short-term supply
contracts. Although Star Gas Partners believes that alternative sources of
propane are readily available, if Star Gas Partners was unable to purchase
propane from its usual sources, the failure to obtain alternate sources at
competitive prices and on a timely basis could have a material adverse effect
on the business of Star Gas Partners.     

Historically, a substantial portion of the propane purchased by Star Gas
Partners has originated in Mont Belvieu, Texas and has been shipped to Star Gas
Partners through a major common carrier pipeline. Any significant interruption
in the service at Mont Belvieu or on the common carrier pipeline could have a
material adverse effect on the business of Star Gas Partners.     

30

The Retail Propane Business Is Highly Competitive

If Star Gas Partners is unable to compete effectively, there will be a
material adverse effect on its results of operations and financial condition.
Many of Star Gas Partners' competitors and potential competitors are larger or
have substantially greater financial resources than Star Gas Partners, which
may provide them with certain advantages.     

Generally, competition in the past few years has intensified, partly as a
result of warmer-than-normal weather and general economic conditions. Most of
Star Gas Partners' propane retail branch locations compete with five or more
marketers or distributors. The principal factors influencing competition with
other retail marketers are     

. price,

. reliability and quality of service,

. responsiveness to customer needs,     

. safety concerns,     

. long-standing customer relationships,     

. the inconvenience of switching tanks and suppliers and     

. the lack of growth in the industry.     

Star Gas Partners can make no assurances that it will be able to compete
successfully on the basis of these factors. If a competitor attempts to
increase market share by reducing prices, Star Gas Partners' operating results
and financial condition could be materially and adversely affected. Competition
from alternative energy sources has been increasing as a result of reduced
regulation of many utilities, including natural gas and electricity.

Star Gas Partners Cannot Grow Unless It Makes Acquisitions on Economically
Acceptable Terms     

The propane business is mature and total demand is expected to remain
relatively flat or to decline slightly. Star Gas Partners' future financial
performance will depend on its ability to make acquisitions at attractive
prices. Star Gas Partners cannot assure that it will be able to identify
attractive acquisition candidates in the future or to acquire them on
economically acceptable terms. In particular, competition for acquisitions in
the propane business has intensified and become more costly in recent years.
Factors that may adversely affect operating and financial results, such as warm
weather patterns, may limit Star Gas Partners' access to capital and adversely
affect its ability to make acquisitions.     

In addition, acquisitions may be dilutive to earnings and any additional debt
incurred to finance acquisitions may affect Star Gas Partners' ability to make
distributions to unitholders.     

Star Gas Partners Is Subject to Operating and Litigation Risks That May Not Be
Insured     

Star Gas Partners' operations are subject to all operating hazards and risks
incidental to providing consumers with combustible liquids such as propane.
Thus, in the ordinary course of business, Star Gas Partners may be a defendant
in litigation. Star Gas Partners maintains insurance policies in the amounts
and with the coverages and deductibles as the general partner believes are
reasonable. However, there can be no assurance that this insurance will be
adequate to protect Star Gas Partners from all material expenses related to
potential future claims.     

31

The General Partner Has Conflicts of Interest and Limited Fiduciary
Responsibilities

Certain conflicts of interest have arisen and could arise in the future as a
result of relationships between the general partner and its affiliates, on the
one hand, and Star Gas Partners or any of the limited partners, on the other
hand. As a result of these conflicts the general partner may favor its own
interests and those of its affiliates over the interests of the unitholders.
The nature of these conflicts is ongoing and includes the following:     

.  the general partner may limit its liability and reduce its fiduciary
duties, while also restricting the remedies available to unitholders for
actions that might, without the limitations, constitute breaches of
fiduciary duty. Unitholders are deemed to have consented to certain
actions and conflicts of interest that might otherwise be deemed a
breach of fiduciary or other duties under applicable state law;     

.  the general partner is allowed to take into account the interests of
parties in addition to Star Gas Partners in resolving conflicts of
interest, thereby limiting its fiduciary duty to the unitholders;     

.  Except for Irik P. Sevin, who is subject to a non-competition agreement,
the general partner's affiliates are not prohibited from engaging in
other business or activities, including direct competition with Star Gas
Partners;     

.  the general partner determines the amount and timing of asset purchases
and sales, capital expenditures, borrowings and reserves, each of which
can impact the amount of cash that is distributed to unitholders;     

.  the general partner determines whether to issue additional units or
other equity securities;     

.  the general partner determines which costs are reimbursable by Star Gas
Partners;     

.  the general partner controls the enforcement of obligations owed to Star
Gas Partners by the general partner;     

.  the general partner decides whether to retain separate counsel,
accountants or others to perform services for Star Gas Partners;     

.  certain officers of the general partner, who will provide services to
Star Gas Partners, will also devote significant time to the businesses
of the general partner's affiliates and will be compensated by these
affiliates for the services rendered to them;     

.  the general partner is not restricted from causing Star Gas Partners to
pay the general partner or its affiliates for any services rendered on
terms that are fair and reasonable to Star Gas Partners or entering into
additional contractual arrangements with any of such entities on behalf
of Star Gas Partners; and     

.  in certain instances the general partner may borrow funds in order to
permit the payment of distributions.     

32

Tax Risks to Common Stockholders

The Merger Is Taxable to the Petro Common Stockholders     

The transaction will be taxable to a common stockholder, generally resulting
in gain or loss in an amount equal to the difference between the value of the
senior subordinated units he receives and the federal income tax basis he has
in the shares he exchanges. Any gain or loss will be capital gain or loss if
the stock has been held as a capital asset, and will be long-term capital gain
or loss if held for more than one year. Long-term capital gains are generally
taxed at a maximum rate of 20%. Capital losses can be deducted against capital
gains and thereafter against ordinary income to the extent of $3,000 per year
for individuals. Any unused capital loss can be carried forward indefinitely.

The transaction will also result in income to Petro equal to the difference
in the value of the units it distributes (including the amount of any debt
Petro is relieved of) and the federal income tax basis Petro has in the units.
Petro expects that its net operating losses will generally offset this income,
however, the IRS could challenge the amount or use of the net operating losses
and a successful challenge could reduce the cash available for distribution by
Star Gas Partners.     

Tax Treatment of an Investment in Star Gas Partners Is Dependent on
Partnership Status Which May Be Subject to Challenge     

The federal income tax benefits of an investment in Star Gas Partners depend
largely on Star Gas Partners' classification as a partnership for federal
income tax purposes. Assuming the accuracy of certain factual matters
represented as true by the general partner and Star Gas Partners, counsel is of
the opinion that Star Gas Partners has been and will be classified as a
partnership for federal income tax purposes. No ruling from the IRS as to
classification has been or is expected to be requested. Instead, Star Gas
Partners intends to rely on the opinion of counsel, which is not binding on the
IRS. Based on the representations of Star Gas Partners and the general partner
and a review of applicable legal authorities, counsel is also of the opinion
that at least 90% of Star Gas Partners' gross income is "qualifying income,"
within the meaning of Section 7704 of the Internal Revenue Code of 1986, as
amended. This means that Star Gas Partners' income is derived from the
exploration, development, mining or production, processing, refining,
transportation or marketing of any mineral or natural resource or other items.
Whether Star Gas Partners will continue to be classified as a partnership
depends, at least partly, on Star Gas Partners' ability to continue to meet
this qualifying income test in the future.     

If Star Gas Partners were classified as an association taxable as a
corporation for federal income tax purposes, Star Gas Partners would pay tax on
its income at corporate rates (currently a 35% federal rate), distributions
would generally be taxed again to the unitholders as corporate distributions,
and no income, gains, losses and deductions would flow through to the
unitholders. Because a tax would be imposed upon Star Gas Partners as an
entity, the cash available for distribution to unitholders would be
substantially reduced. Treatment of Star Gas Partners as an association that is
taxable as a corporation or otherwise as a taxable entity would result in a
material reduction in the anticipated cash flow and after-tax return to the
unitholders, likely causing a substantial reduction in the market value of the
units.     

33

There can be no assurance that the law will not change so as to cause Star
Gas Partners to be treated as an association taxable as a corporation for
federal income tax purposes or otherwise to be subject to entity-level
taxation. The partnership agreement provides that, if a law is enacted or
existing law is modified or interpreted in a manner that subjects Star Gas
Partners to taxation as a corporation or otherwise subjects Star Gas Partners
to entity-level taxation for income tax purposes, then certain provisions of
the partnership agreement are subject to change, including a decrease in
distribution to reflect the impact of that law on Star Gas Partners.     

Since There Has Been No IRS Ruling Regarding Tax Consequences There Is
Uncertainty As to Partnership Status     

No ruling has been requested from the IRS with respect to classification of
Star Gas Partners as a partnership for federal income tax purposes, whether the
Partnership's propane activities generate "qualifying income" under Section
7704 of the Internal Revenue Code or any other matter affecting Star Gas
Partners. Accordingly, the IRS may adopt positions different from counsel's
conclusions expressed herein. It may be necessary to resort to administrative
or court proceedings to sustain some or all of counsel's conclusions, and these
conclusions may ultimately not be sustained. Any such contest with the IRS
might materially and adversely impact the market value of the units. In
addition, the costs of any contest with the IRS will be borne directly or
indirectly by some or all of the unitholders and the general partner.     

There Is a Risk of Tax Liability Exceeding Cash Distributions     

A unitholder will be required to pay federal income taxes and, in certain
cases, state and local income taxes on his allocable share of Star Gas
Partners' income, whether or not he receives cash distributions from Star Gas
Partners. No assurance can be given that a unitholder will receive cash
distributions equal to his allocable share of taxable income of Star Gas
Partners or even equal to the actual tax liability that results from this
allocable share of income. Further, upon the sale of his units, a unitholder
may incur a tax liability in excess of the amount of cash he receives.     

Ownership of Units Raises Issues for Tax-Exempt Organizations and Certain
Other Investors

Investment in units by certain tax-exempt entities, regulated investment
companies and foreign persons raises issues unique to these persons. For
example, for any unitholder that is an organization exempt from federal income
tax (including IRAs and other retirement plans), virtually all of the
unitholder's allocable share of taxable income in the first few years will
constitute unrelated business taxable income and thus will be taxable to this
unitholder. A significant portion of the Petro common stockholders may,
therefore, find it necessary or advisable to sell the senior subordinated units
they acquire in the transaction, possibly driving down the market price of
those units.

There Are Limits on Deductibility of Losses

For any taxpayers who are subject to the passive loss rules (generally,
individuals and closely held corporations), losses generated by Star Gas
Partners will only be available to offset future passive income generated by
Star Gas Partners and cannot be used to offset income from other activities,
including passive activities or investments or interest and dividend income
generated by     

34

Star Gas Partners. Passive losses that are not deductible because they exceed
the unitholder's share of income of Star Gas Partners may be deducted in full
when the unitholder disposes of his entire investment in Star Gas Partners in a
fully taxable transaction with an unrelated party. Net passive income from Star
Gas Partners may be offset by unused Star Gas Partners losses carried over from
prior years, but not by losses from other passive activities, including losses
from other publicly traded companies.     

Tax Shelter Registration Could Increase Risk of Potential IRS Audit

Star Gas Partners is registered with the Secretary of the Treasury as a "tax
shelter." The IRS has issued the following tax shelter registration number to
Star Gas Partners: 96026000016. Star Gas Partners cannot assure unitholders
that it will not be audited by the IRS or that adjustments to its income or
losses will not be made. Any unitholder owning less than a 1% profit interest
in Star Gas Partners has very limited rights to participate in the income tax
audit process. Further, any adjustments in Star Gas Partners' tax returns will
lead to adjustments in the unitholders' tax returns and may lead to audits of
unitholders' tax returns and adjustments of items unrelated to Star Gas
Partners. Each unitholder is responsible for any tax owed as the result of an
examination of his personal tax return.     

There is a Possibility of Loss of Tax Benefits Relating to Non-Uniformity of
Units and Non-Conforming Depreciation Covenants

Because Star Gas Partners cannot match transferors and transferees of units
and because of other reasons, Star Gas Partners has adopted certain
depreciation and amortization conventions that do not conform with all aspects
of certain proposed and final Treasury Regulations. A successful IRS challenge
to those conventions could adversely affect the amount of tax benefits
available to a purchaser of units and could have a negative impact on the value
of the units.     

Tax Gain or Loss on Disposition of Units Could Be Different Than Expected

A unitholder who sells units will recognize gain or loss equal to the
difference between the amount realized (including his share of Star Gas
Partners nonrecourse liabilities) and his adjusted tax basis in these units.
Thus, prior Star Gas Partners distributions in excess of cumulative net taxable
income attributable to a unit, and that therefore decreased a unitholder's tax
basis in that unit, will effectively become taxable income if the unit is sold
at a price greater than the unitholder's tax basis, even if the price is less
than his original cost. A portion of the amount realized (whether or not
representing gain) may be ordinary income. Furthermore, should the IRS
successfully contest certain conventions used by Star Gas Partners, a
unitholder could realize more gain on the sale of units than would be the case
if the conventions were used, without the benefit of decreased income in prior
years.     

Reporting of Star Gas Partners Tax Information Is Complicated and Subject to
Audits     

Star Gas Partners will furnish each unitholder with a Schedule K-1 that sets
forth his allocable share of income, gains, losses and deductions for each
year. In preparing these schedules, Star Gas Partners will use various
accounting and reporting conventions and adopt various depreciation and     

35

amortization methods. There is no assurance that these schedules will yield a
result that conforms to statutory or regulatory requirements or to
administrative pronouncements of the IRS. Further, Star Gas Partners' tax
return may be audited, and any audit of this type could result in an audit of a
partner's individual tax return as well as increased liabilities for taxes
because of adjustments resulting from the audit.     

There Are State, Local and Other Taxes To Which Unitholders Will Likely Be
Subject     

In addition to federal income taxes, unitholders will likely be subject to
other taxes, such as state and local taxes, unincorporated business taxes and
estate, inheritance or intangible taxes that are imposed by the various
jurisdictions in which Star Gas Partners does business or owns property. A
unitholder will likely be required to file state and local income tax returns
and pay state and local income taxes in some or all of the various
jurisdictions in which Star Gas Partners does business or owns property and may
be subject to penalties for failure to comply with those requirements. The
general partner anticipates that substantially all of Star Gas Partners' income
will be generated in the following states: Connecticut, Indiana, Kentucky,
Maine, Massachusetts, Michigan, New Hampshire, New Jersey, New York, Ohio,
Pennsylvania, Rhode Island and West Virginia; however, New Hampshire's tax only
applies to interest and dividend income. Each of these states currently imposes
a personal income tax. It is the responsibility of each unitholder to file all
United States federal, state and local tax returns that may be required of him.
Counsel has not rendered an opinion on the state or local tax consequences of
ownership or sale of units.     

36

CAUTIONARY STATEMENT

Star Gas Corporation provided all information in this proxy statement about
Star Gas Partners, Star Gas Propane and its subsidiaries involved in propane
operations, and Petro/Mergeco, Inc.     

Petro provided all information in this proxy statement about Petro and its
subsidiaries in the home heating oil business.     

.  You should rely only on the information contained in this document or to
which we refer you. We have not authorized anyone to provide you with
information that is different.

.  We are not offering to sell or seeking your offer to buy these
securities in any state where it is illegal to do so.

.  We are not seeking your proxy in any state where it is illegal to do so.

.  This information may change after             , 1999.

37

PARTIES     

Parties to the Transaction

Star Gas Partners and Star Gas Propane     

Star Gas Partners is a publicly-traded Delaware limited partnership formed in
1995 to acquire and operate the propane business of Star Gas Corporation and
Petro. Star Gas Partners' activities are conducted through Star Gas Propane,
L.P., a Delaware corporation and a corporate subsidiary. Except as the context
otherwise requires, references to or descriptions of operations of Star Gas
Partners include the operations of Star Gas Propane and any other subsidiary
operating partnership or corporation.     

Star Gas Partners is primarily engaged in the retail distribution of propane
and related supplies and equipment to residential, commercial, industrial,
agricultural and motor fuel customers. Star Gas Partners believes that it is
the eighth largest retail propane distributor in the United States, serving
approximately 166,000 customers from 74 branch locations in the Midwest and
Northeast. For the fiscal year ended September 30, 1998, it had total sales on
a pro forma basis of approximately $116.1 million. Propane is used primarily as
fuel for space and water heating and cooking by Star Gas Partners' residential
and commercial customers, who are the largest portion of Star Gas Partners'
customer base. In the Midwest, Star Gas Partners services customers in Indiana,
Kentucky, Michigan, Ohio and West Virginia. In the Northeast, Star Gas Partners
services customers in Connecticut, Maine, Massachusetts, New Hampshire, New
Jersey, New York, Pennsylvania and Rhode Island. In addition to its retail
business, Star Gas Partners serves approximately 50 wholesale customers from
its wholesale operation in southern Indiana.     

For the fiscal year ended September 30, 1998, approximately 80% of Star Gas
Partners' sales were to retail customers and approximately 20% were to
wholesale customers. The retail customers are predominately residential (56%)
with the remainder representing those that are agricultural (19%),
industrial/commercial (18%) and motor fuel users (7%). Residential sales have a
greater profit margin, more stable customer base and less sensitivity to price
changes than the other markets served by Star Gas Partners. Sales to
residential customers for fiscal 1998 accounted for 66% of Star Gas Partners'
gross profit on propane sales, reflecting the higher-margin nature of this
segment of the retail market.     

Star Gas Partners' business strategy is to maximize its cash flow and
profitability, primarily through:     

.  internal growth,     

. controlling operating costs and     

. acquisitions that have the potential for generating attractive returns on
investment.     

The retail propane industry is mature, experiences only limited growth in total
demand for the product and is large and highly fragmented. Currently there are
approximately 6,000 independently owned and operated propane distributors.
Given these characteristics, Star Gas Partners' acquisition strategy is focused
on acquiring smaller to medium-sized local and regional independent propane
distributors, particularly those with a relatively large percentage of
residential customers, which     

38

generate higher margins than other types of customers, and those located in the
Midwest and Northeast, where Star Gas Partners believes it can attain higher
margins than in other areas of the United States.     

To facilitate Star Gas Partners' acquisition strategy, Star Gas Propane has
bank credit facilities, which consist of a $25 million acquisition facility and
a $12 million working capital facility. As of September 30, 1998, $9.0 million
was outstanding under the acquisition facility and $4.8 million under the
working capital facility. In addition to borrowings under the bank credit
facilities, Star Gas Partners may fund future acquisitions from internal cash
flow or from the issuance of additional Star Gas Partners interests or debt
securities.     

While Star Gas Partners regularly considers and evaluates acquisitions as
part of its ongoing acquisition program, Star Gas Partners does not have any
present agreements or commitments regarding any material acquisition other than
the acquisition of Petro. The general partner has broad discretion in making
acquisitions, and it is expected that it will not generally seek approval of
acquisitions by Star Gas Partners' limited partners.     

For information concerning weather conditions, and other factors that could
adversely affect Star Gas Partners' operations, see "Risk Factors--Risks to
Common Stockholders--Weather Conditions May Adversely Affect the Demand for
Propane."     

Additional information about Star Gas Partners is included in Star Gas
Partners' Annual Report on Form 10-K for its fiscal year ended September 30,
1998 and the other documents relating to Star Gas Partners that are
incorporated herein by reference. See "Incorporation of Certain Documents By
Reference."     

Petro

Petro is a Minnesota corporation engaged primarily in the retail distribution
of home heating oil in the Northeast and Mid-Atlantic states. Petro serves
approximately 340,000 customers from 24 branch locations including metropolitan
Boston, New York City, Baltimore, Providence, and Washington, D.C., with total
sales on a pro forma basis of approximately $450.1 million for the twelve
months ended September 30, 1998. Petro believes that it is the largest retail
distributor of home heating oil in the United States. As an adjunct to its
heating oil business, Petro installs and repairs heating equipment. Petro
considers these services, which are typically not designed to generate profits,
to be an integral part of its basic fuel oil business and generally does not
provide service to any person who is not a home heating oil customer. To a
limited extent, Petro also markets other petroleum products, including diesel
fuel and gasoline, to commercial customers.     

The home heating oil industry is large, highly fragmented and undergoing
consolidation, with approximately 3,700 independently owned and operated home
heating oil distributors in the Northeast. Petro has been the principal
consolidator in this industry and, since 1979, when Petro's current management
assumed control, has acquired over 180 retail heating oil distributors. Petro
acquires distributors in both new and existing markets and integrates them into
the existing operations. Economies of scale are realized from these purchases
through its centralization of accounting, data processing, fuel oil purchasing,
credit and marketing functions. Petro is well known in the heating oil industry
and is regularly contacted by potential sellers. As a result of its growth

39

strategy, heating oil sales volume increased from 59.4 million gallons in 1980
to 410.3 million gallons for the year ended December 31, 1997, a compound
annual growth rate of 12%. Despite its size, Petro estimates that its customer
base represents only approximately 5% of the residential home heating oil
customers in the Northeast.

Petro has been implementing an operational restructuring program, including a
"brand name" identity program to, among other things, reduce customer attrition
and improve operating margins.

Following the completion of the transaction, Petro will operate as a wholly-
owned indirect subsidiary of Star Gas Propane.     

Additional information about Petro is included in Petro's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997 and other documents
relating to Petro that accompany this proxy statement. See "Incorporation of
Certain Documents By Reference."

Interested Party Transactions     

Prior to Petro's acquisition of Star Gas Corporation, Star Gas Corporation
engaged Nicoletti & Company Inc., an investment banking firm owned by William
P. Nicoletti, a member of the special committee, to perform certain investment
banking services for Star Gas Corporation. In this engagement, Star Gas
Corporation paid Nicoletti & Company Inc. fees of $40,000, $521,500 and $81,600
for services rendered during 1992, 1993 and 1994, respectively. In 1995, Star
Gas Corporation paid Nicoletti & Company Inc. $20,000 in advisory fees for a
proposed acquisition. In 1997, Star Gas Corporation paid Mr. Nicoletti $20,000
for serving on the special committee which explored the possible sale or merger
of Star Gas Partners. In 1998, Star Gas Corporation paid Mr. Nicoletti $40,000
for serving on the Star Gas Partners special committee which explored the
business combination with Petro.     

Elizabeth K. Lanier, a member of the special committee, was a partner in the
law firm of Frost & Jacobs in Cincinnati, Ohio until June 1996. Frost & Jacobs
has acted as counsel to Star Gas Corporation in certain litigation matters. In
1997, Star Gas Corporation paid Ms. Lanier $20,000 for serving on the special
committee which explored the possible sale or merger of Star Gas Partners. In
1998, Star Gas Corporation paid Ms. Lanier $40,000 for serving on the special
committee which explored the business combination with Petro.     

The officers and directors of Star Gas Corporation will be indemnified, to
the extent permitted by law, for any and all actions taken in the transaction,
and they are also covered by customary directors' and officers' liability
insurance. Each member of the Star Gas Corporation board will be a member of
the board of directors of Star Gas LLC following the transaction, except that,
at her request, one of the current Star Gas Corporation directors will withdraw
after the transaction as a result of additional duties associated with a new
job. That director will be replaced by a director selected by the Star Gas LLC
board, and the new director will not be an officer or employee of Star Gas LLC
or any of its affiliates. The current officers of Star Gas Corporation will be
employed as officers of the Star Gas Propane following the transaction.     

Certain directors of Petro have interests in the transaction that are
different from, and in conflict with, the interests of the common stockholders
who are not directors, officers or affiliates of Petro, since certain directors
and their affiliates are receiving consideration that is different from that of

40

those public common stockholders. These directors and their affiliates will be
exchanging their common stock for junior subordinated units and general partner
units, while the public common stockholders and certain other directors and
other affiliates will be receiving senior subordinated units.     

The junior subordinated units and general partner units will not be entitled
to distributions until the senior subordinated units receive the minimum
quarterly distribution. The senior subordinated units will be publicly traded
and have been approved for listing on the New York Stock Exchange. The junior
subordinated units and general partner units have not been registered and will
not be publicly traded.     

The affiliates exchanging their common stock for junior subordinated units
and general partner units will receive .15909 of a junior subordinated unit
or general partner unit for each share of common stock. The remaining common
stockholders will exchange their shares for senior subordinated units at a
ratio of .13064 of a senior subordinated unit for each share of common stock.

The transaction has been structured so that the public common stockholders
will realize a taxable gain or loss on the transaction, while substantially all
affiliates of Petro will exchange their common stock without realizing a
taxable gain or loss. This structure was designed to minimize the tax effect of
the transaction on Petro. It was also based on the assumption that certain
Petro affiliates have a low tax basis and would prefer not realizing a taxable
gain on the transaction, while public common stockholders generally have a
higher tax basis and would prefer realizing a tax loss.     

Irik P. Sevin is both the Chairman of the Board and Chief Executive Officer
of Petro and the Chairman of the Board of Star Gas Corporation; Audrey L. Sevin
is the Secretary and a director of both Petro and Star Gas Corporation; and
Messrs. Paul Biddelman, Thomas J. Edelman and Wolfgang Traber are directors of
both Petro and Star Gas Corporation. Messrs. Sevin, Biddelman, Edelman and
Traber and Mrs. Sevin are beneficial owners of Class A common stock and Class C
common stock. As a result, the members of the Petro board who are also members
of the Star Gas Corporation board have conflicting fiduciary duties to the
public common stockholders and the common unitholders who are not directors,
officers or affiliates of Star Gas Partners. Therefore, certain members of the
Petro board have interests that conflict with the interests of those public
common stockholders.     

The officers and directors of Petro will be indemnified, to the extent
permitted by law, for any and all actions taken in the transaction. The current
officers of Petro will continue to be employed as officers following the
transaction.     

41

PROXY SOLICITATIONS

The Unitholders Meeting

Date, Time and Place. The unitholders meeting will be held on March 16, 1999,
at 10:00 a.m., EST, at                             New York, New York.     

Purpose. The purpose of the unitholders meeting is to consider and vote upon
the proposal to acquire Petro, the proposal to amend the partnership agreement
and the proposal to change the general partner.     

Star Gas Partners Record Date. The close of business on January 29, 1999 has
been fixed by the Star Gas Corporation board as the record date for the
determination of common unitholders entitled to notice of, and to vote at, the
unitholders meeting and any adjournment or postponement of the meeting. On the
Star Gas Partners record date, there were 3,858,999 common units issued and
outstanding, held by approximately            holders of record.     

Recommendations of the Special Committee and the Star Gas Corporation
Board. The special committee believes that the transaction is in the best
interests of the public common unitholders and has recommended the transaction
to the Star Gas Corporation board. Based on this recommendation, the Star Gas
Corporation board unanimously recommends that common unitholders vote FOR the
unitholder meeting proposals. See "Special Factors--Reasons for the Transaction
that the Special Committee Considered; Recommendation of the Special
Committee."     

Description of Proxies and Procedures for Voting and Revoking Proxies. A
proxy card for voting at the unitholders meeting is enclosed with this proxy
statement, which is being mailed to all holders of common units as of the Star
Gas Partners record date. When a proxy card is returned, properly completed,
signed and dated, the common units it represents will be voted in accordance
with the instructions contained on the proxy card. If a common unitholder does
not attend the unitholders meeting and does not return the signed proxy card,
that holder's shares will not be voted, and this will have the effect of a vote
"AGAINST" the matters to be voted on at the unitholders meeting. Common
unitholders are urged to mark the box on the proxy card to indicate how common
units represented by the proxy card are to be voted. An executed proxy card
that does not indicate how common units are to be voted will be voted "FOR" all
unitholder meeting proposals.     

Star Gas Corporation does not intend to bring any matters before the
unitholders meeting other than approval of the unitholder meeting proposals and
does not know of any other matters sought to be brought before the unitholders
meeting by others. If any business other than the unitholder meeting proposals
is brought before the unitholders meeting, the common units represented by a
proxy card will be voted by those persons appointed by Star Gas Corporation to
vote the common units represented by the proxy card according to their best
judgment. The proxy card also confers discretionary authority on the persons
appointed by Star Gas Corporation named on the proxy card to vote the common
units represented thereby on any other procedural matter that is properly
presented for action at the unitholders meeting.     

The execution of a proxy card will not affect a unitholder's right to attend
the unitholders meeting and vote in person. A unitholder who has given a proxy
may revoke it at any time before it     

42

is exercised at the unitholders meeting by:     

(a) delivering a written notice of revocation to the Vice President--
Finance of Star Gas Corporation,     
(b) executing and submitting a proxy card bearing a later date or

(c) attending the unitholders meeting and voting in person.     

However, the mere presence at the unitholders meeting by a person who has given
a proxy will not revoke that proxy.     

Unless the arrangement between the beneficial owner and a broker or other
nominee holder provides otherwise, brokers and other nominee holders of common
units will not have discretionary authorization to vote common units on any of
the matters to be voted thereon in the absence of instructions from the
beneficial owners of those common units. Beneficial owners are therefore urged
to provide instructions to those brokers or other nominees concerning how they
wish their common units to be voted. Abstentions and broker non-votes are each
included in the determination of the number of common units present for quorum
purposes. Abstentions and broker non-votes will in effect be votes against the
unitholders meeting proposals because approval of these proposals requires the
affirmative vote of the holders of a majority of all common units.     

Cost of Solicitation of Proxies. Petro, which has agreed to reimburse Star
Gas Partners for the expenses incurred by Star Gas Partners in the transaction,
will bear all costs relating to the solicitation of proxies from the common
unitholders and will reimburse banks, brokerage houses, custodians, nominees,
fiduciaries, and other persons holding common units in their names or in the
names of their nominees for their reasonable expenses in forwarding proxy
material to beneficial owners of common units. Star Gas Partners has engaged
Morrow & Co., Inc., a professional proxy solicitation firm, to solicit proxies
on behalf of Star Gas Partners. Star Gas Partners will pay this firm a fee of
$         , plus expenses, for this service. An additional fee of
$              will be paid to this firm if the unitholders meeting proposals
are adopted. In addition, certain officers, directors and regular employees of
Star Gas Corporation may, without additional compensation, solicit proxies
by personal interview, telephone, telex, telegram, facsimile or similar means
of communication.     

Voting Rights; Vote Required. Except for certain limitations discussed below,
each person deemed to be a "record holder" of common units on the Star Gas
Partners record date will have a vote according to their percentage interest in
Star Gas Partners on that date. Under the partnership agreement as currently in
effect, a "record holder" of common units means the person in whose name those
common units are registered on the books of the transfer agent for the common
units at the opening of business on the Star Gas Partners record date, which
includes both persons who have been admitted to Star Gas Partners as limited
partners or substitute limited partners and transferees of common units who
have executed and delivered to that transfer agent a transfer application as
required by the partnership agreement, but who have not yet been admitted to
Star Gas Partners as substitute limited partners.     

The partnership agreement also provides that common units held in nominee or
street name account will be voted by the broker (or other nominee) pursuant to
the instructions of the beneficial owner, unless the arrangement between the
beneficial owner and his nominee provides otherwise. Star Gas Partners is
entitled to assume that the nominee is acting at the direction of the
beneficial owner without further inquiry.     

43

The partnership agreement requires, in order to approve and adopt each of the
unitholders meeting proposals to be considered at the unitholders meeting, the
affirmative vote of at least a unit majority. "Unit majority" is defined in the
partnership agreement to mean those persons holding at least a majority of the
outstanding common units (other than common units owned by Star Gas Corporation
or any of its affiliates).     

The transaction cannot be effected without approval of each of the
unitholders meeting proposals by the common unitholders.     

Holders of common units should not send any unit certificates with their
proxy cards.     

Quorum; Adjournment. The partnership agreement provides that the presence at
the unitholders meeting, either in person or by proxy, of a majority of the
outstanding common units is necessary to constitute a quorum at the unitholders
meeting. The partnership agreement also provides that, in the absence of a
quorum, the unitholders meeting may be adjourned from time to time by the
affirmative vote of the holders of a majority of the common units represented
either in person or by proxy.     

The partnership agreement provides that, when a meeting is adjourned to
another time or place, notice need not be given of the adjourned meeting and a
new record date need not be fixed if the time and place of the adjourned
meeting is announced at the meeting at which the adjournment is taken, unless
that adjournment is for more than 45 days. At an adjourned meeting, Star Gas
Partners may transact any business that might have been transacted at the
original meeting.     

No Dissenters' Rights. Common unitholders do not have dissenters' rights for
matters to be voted on at the common unitholders meeting.     

The Special Meeting

Date, Time and Place. A special meeting of common stockholders will be held
on March 16, 1999, at 2:00 p.m., EST, at
, New York, New York.     

Purpose. The purpose of the special meeting is to consider and vote upon the
acquisition proposal.     

Petro Record Date. The Petro board has fixed the close of business on January
29, 1999, as the record date for the determination of stockholders entitled to
notice of, and to vote at, the special meeting. Accordingly, only holders of
record of shares of common stock at the close of business on the Petro record
date will be entitled to vote at the special meeting and any adjournment or
postponement of the special meeting. As of the close of business on the Petro
record date, there were issued and outstanding 23,964,962 shares of Class A
common stock, held by       record holders; and 2,597,519 shares of Class C
common stock, held by 24 record holders.     

Petro Board Recommendation. The Petro board has determined that the
transaction is fair and in the best interests of the public common
stockholders. Therefore, it has approved a merger agreement, under which Petro
will be merged with a subsidiary of Star Gas Partners and Petro common
stockholders will receive subordinated units of Star Gas Partners, and an
exchange agreement, under which Petro common stockholders who are affiliates of
Petro will exchange their common stock for subordinated units of Star Gas
Partners, and unanimously recommends that the common stockholders vote FOR the
acquisition proposal.     

44

Description of Proxies and Procedure for Voting and Revoking of Proxies. A
proxy card for voting at the special meeting is enclosed with this proxy
statement, which is being mailed to all common stockholders as of the Petro
record date. When a proxy card is returned, properly completed, signed and
dated, the shares of common stock represented thereby will be voted in
accordance with the instructions on the proxy card. If a common stockholder
does not attend the special meeting and does not return the signed proxy card,
that holder's shares will not be voted, and this will have the effect of a vote
"AGAINST" the matters to be voted on at the special meeting. Common
stockholders are urged to mark the box on the proxy card to indicate how the
shares represented by the proxy card are to be voted. An executed proxy card
that does not indicate how the shares of common stock is to be voted will be
voted "FOR" approval of the acquisition proposal.     

The Petro board does not intend to bring any matters before the special
meeting other than approval of the acquisition proposal and does not know of
any other matters sought to be brought before the special meeting by others. If
any business other than the acquisition proposal is brought before the special
meeting, the shares of common stock represented by a proxy card will be voted
by those persons appointed by the Petro board to vote the shares of common
stock represented by the proxy card according to their best judgment. The proxy
card also confers discretionary authority on the persons appointed by the Petro
board named on the proxy card to vote the shares represented thereby on any
other procedural matter that is properly presented for action at the special
meeting.     

The execution of a proxy card will not affect a common stockholder's right to
attend the special meeting and vote in person. A common stockholder who has
given a proxy may revoke it at any time before it is exercised at the special
meeting by     

(a) delivering a written notice of revocation to the Secretary of Petro,

(b) executing and submitting a proxy card bearing a later date, or

(c) attending the special meeting and voting in person.     

However, the mere presence at the special meeting by a person who has given a
proxy will not revoke that proxy.     

Unless the arrangement between the beneficial owner and a broker or other
nominee holder provides otherwise, brokers and other nominee holders of common
stock will not have discretionary authorization to vote shares of common stock
on any of the matters to be voted upon in the absence of instructions from the
beneficial owners of that common stock. Beneficial owners are therefore urged
to provide instructions to those brokers or other nominees concerning how they
wish their common stock to be voted. Abstentions and broker non-votes are each
included in the determination of the number of shares of common stock present
for quorum purposes. Abstentions and broker non-votes will in effect be votes
against the acquisition proposal because approval of the acquisition proposal
requires the affirmative vote of the holders of a majority of all shares of
common stock.     

Common stockholders should not send any stock certificates with their proxy
cards. If the transaction is effected, common stockholders will be provided
with transmittal materials for the surrender of Petro stock certificates in
exchange for certificates representing senior subordinated units of Star Gas
Partners or cash payments, as applicable.     

45

Cost of Solicitation of Proxies. Petro will bear all costs relating to the
solicitation of proxies from common stockholders and will reimburse banks,
brokerage houses, custodians, nominees, fiduciaries, and other persons holding
common stock in their names or in the names of their nominees for their
reasonable expenses in forwarding proxy material to beneficial owners of common
stock. Petro has engaged Morrow & Co., Inc. to solicit proxies on behalf of
Petro. Petro will pay that firm a fee of $   , plus expenses, for this service.
An additional fee of $    will be paid to that firm if a majority of the common
stockholders vote in favor of the acquisition proposal. In addition, certain
officers, directors and regular employees of Petro may, without additional
compensation, solicit proxies by personal interview, telephone, telex,
telegram, facsimile or similar means of communication.     

Voting Rights; Vote Required. All common stockholders of record at the close
of business on the Petro record date are entitled to vote at the special
meeting. Holders of each class of common stock, voting as a separate class
(other than the Class B common stock), will have one vote for each share for
the acquisition proposal. The affirmative vote of the holders of a majority of
the Class A common stock outstanding as of the Petro record date, voting as a
class, and the affirmative vote of the holders of the Class C common stock
outstanding as of the Petro record date, voting as a class, (other than shares
held by the directors and officers of Petro and their affiliates) is required
to approve the acquisition proposal.     

The directors and executive officers of Petro and affiliates beneficially
owned, as of the Petro record date, 11,953,432 shares of common stock
(excluding all options to purchase shares of Class A common stock and Class C
common stock). The holders of   % of the shares of Class A common stock and   %
of the shares of Class C common stock have agreed to vote for the acquisition
proposal at the special meeting.     

Directors and executive officers of Star Gas Corporation and their affiliates
(other than those persons who were also directors or executive officers of
Petro) did not beneficially own, as of the Petro record date, any shares of
common stock, and no shares of common stock were owned by Star Gas Partners or
Star Gas Corporation.     

The transaction cannot be effected without approval of the acquisition
proposal by the common stockholders.     

Voting Rights of Holders of Petro Preferred Stock. The acquisition proposal
also requires the approval of the holders of a majority of all shares of
Petro's junior preferred stock, public preferred stock and private preferred
stock, outstanding as of the Petro record date, voting separately as a class.
The holders of a majority of the Petro preferred stock outstanding as of the
Petro record date have granted irrevocable proxies to Petro or have agreed to
vote their shares for the acquisition proposal.     

As of the Petro record date, no shares of Petro preferred stock were
beneficially owned by any of the directors and executive officers of Petro or
Star Gas Corporation or any of their affiliates or by Star Gas Partners or Star
Gas Corporation.     

Class B Shares Will Remain Outstanding. There are 11,228 shares of Class B
common stock currently outstanding representing less than .1% of the issued and
outstanding shares of common stock of Petro, which will remain outstanding
following the effective time of the merger.     

46

Quorum; Adjournment. Petro's restated bylaws provide that the presence at the
special meeting, either in person or by proxy, of a majority of the common
stockholders is necessary to constitute a quorum at the special meeting.
Petro's restated bylaws also provide that, in the absence of a quorum, the
special meeting may be adjourned from time to time by the affirmative vote of
the holders of a majority of shares of the common stock represented either in
person or by proxy.     

Petro's restated bylaws provide that, when a meeting is adjourned to another
time or place, notice need not be given of the adjourned meeting and a new
record date need not be fixed if the time and place of the adjourned meeting is
announced at the meeting at which the adjournment is taken. At an adjourned
meeting at which a quorum is present, Star Gas Partners may transact any
business that might have been transacted at the original meeting.     

Dissenters' Rights. Under Sections 302A.471 and 302A.473 of the Minnesota
Business Corporation Act, included in full as Annex F to this proxy statement,
common stockholders (other than those who have agreed to vote for the proposal
to acquire Petro or who have granted irrevocable proxies to Petro to vote for
the proposal to acquire Petro at the special meeting) have the right to
dissent, and obtain payment for the "fair value" of their shares, if certain
corporate actions such as the merger should occur.     

Common stockholders who wish to exercise dissenters' rights must comply fully
with the requirements of Sections 302A.471 and 302A.473 of the Minnesota
Business Corporation Act. Accordingly, common stockholders wishing to dissent
are urged to read carefully "Dissenters' Rights" in this proxy statement and
its attached Annex F, and to consult their own legal advisors.     

Among other things, Section 302A.473 requires that a common stockholder
wishing to exercise dissenters' rights must:     

(1) file with Petro, before the vote on the transaction at the special
meeting, a written notice of intent to demand payment of fair value for
that holder's common stock, and     

(2) not vote in favor of the proposal to acquire Petro.

If the proposal to acquire Petro is approved at the meeting of common
stockholders, common stockholders wishing to dissent from the merger must
comply fully thereafter with a series of additional requirements under Section
302A.473 of the Minnesota Business Corporation Act.     

Failure to follow the procedures in Annex F may result in a termination or
loss of dissenters' rights under Sections 302A.471 and 302A.473 of the
Minnesota Business Corporation Act.     

47

SPECIAL FACTORS

Background of the Transaction

The Genesis of the Transaction and Related Events

In May 1997, Mr. Kevin McCarthy, then of Smith Barney Inc., contacted Irik
Sevin, Chairman of the Board and Chief Executive Officer of Petro, to determine
Petro's interest in a proposed transaction consisting of a strategic business
combination with Star Gas Partners. Mr. McCarthy, who had previously been
associated with PaineWebber Incorporated, had provided investment banking
services to, and was very familiar with, both Petro and Star Gas Partners. The
initial contact was made at Mr. McCarthy's initiative based on his perception
that the two entities could benefit from a business combination.     

On May 2 and May 7, 1997, Mr. McCarthy and other Smith Barney bankers
presented the following concept to Mr. Sevin. In their view, Petro's common
stock was not fully valued in the public market place due to, in large measure,
a lack of research analyst coverage and investor interest. Mr. McCarthy noted
that despite Petro's preeminent position in the home heating oil industry, the
public market had always had a difficult time valuing its common stock due to:

. there being no other comparable publicly traded companies;     

. its being a cash flow oriented company with no earnings per share, which
is a standard measure used to value publicly traded common stocks; and

. its small equity market capitalization.     

Mr. McCarthy went on to note that while Petro was the principal consolidator of
the home heating oil industry, its capital structure was limiting its full
growth potential. He suggested that converting Petro into a publicly-traded
limited partnership format would address these various issues. He noted that
Petro would benefit from the relatively broad research coverage provided the
relatively large number of publicly-traded limited partnership. In addition,
these entities were valued on a cash flow basis, similar to Petro's financial
orientation, and that the combined Petro/Star publicly-traded limited
partnership would have a significantly increased market capitalization. Also of
significance was that the publicly-traded limited partnership format would give
Petro access to lower cost capital and increase its financial flexibility to
fund its growth-through-acquisition strategy.

Mr. McCarthy went on to note that he believed that combining Star Gas
Partners and Petro could also significantly benefit Star Gas Partners. While
Star Gas Partners had been performing relatively well operationally, there had
been a significant increase in competition for propane acquisitions, the major
source of Star Gas Partners' growth. This not only was impacting the number of
acquisitions Star Gas Partners could make but was also increasing the purchase
price multiples paid for propane companies. Both of these factors combined to
limit the potential growth in Star Gas Partners' annual cash flow from its
acquisition program. The combination with Petro could provide an additional
source of acquisition opportunities at lower purchase price multiples resulting
from Petro's preeminent position in the home heating oil industry and the
significantly lower level of competition in that industry for acquisitions.
Combining Petro's acquisition opportunities with     

48

Star Gas Partners' access to lower cost capital suggested the combination of
the two companies made strategic sense.     

During May and June 1997, Mr. Sevin had several meetings and telephone calls
with representatives of Smith Barney and other financial and legal advisors
concerning various business, tax and regulatory aspects of the proposed
transaction.     

On June 5, 1997, at a Petro board meeting, Mr. Sevin described the proposed
transaction and its benefits. In addition to the original benefits outlined by
Mr. McCarthy, the proposed transaction was now structured to refinance Petro's
relatively high-cost long-term debt and preferred stock with lower cost
partnership equity and a new issue of debt further increasing the combined
entity's distributable cash flow.     

Mr. Sevin informed the Petro board that not all aspects of the proposed
transaction had been fully developed and that he had not made any presentation
concerning the combination to the Star Gas Corporation board. After discussing
the matter, a consensus was reached that the proposed transaction seemed
interesting and that Mr. McCarthy should be invited to make a formal
presentation to the Petro board.     

Mr. McCarthy Presents the Proposed Transaction to the Petro Board

On July 24, 1997, the Petro board met to hear Mr. McCarthy make a formal
presentation regarding the proposed transaction. Initially, Mr. McCarthy
explained that he had terminated his relationship with Smith Barney and had
reassociated with PaineWebber as a managing director in its investment banking
division. Mr. McCarthy then reviewed the overall strategic rationale for the
proposed transaction.     

Mr. McCarthy went on to describe the proposed transaction's structure
indicating that it would have two fundamental components. The first was Petro's
becoming a wholly-owned subsidiary of Star Gas Partners, by virtue of the
public common stockholders and a limited number of affiliated common
stockholders exchanging their shares for publicly-traded senior subordinated
units and a certain number of Petro shares being exchanged for junior
subordinated units that would not be publicly traded. He indicated that in
order to provide the public common stockholders with a publicly traded
partnership unit with sufficient earnings coverage, there needed to be a
certain number of units junior to those securities. The second component of the
proposed transaction was the refinancing of Petro's outstanding, relatively
high-cost debt and preferred stock through the sale of lower-cost, new
partnership equity and debt.     

Mr. McCarthy then enumerated the benefits of the proposed transaction to
common unitholders as well as to Star Gas Partners. Mr. McCarthy briefly
outlined the following benefits to the common unitholders:     

. a significant increase in distributable cash flow,     

. an increase in the annualized minimum quarterly distribution from $2.20 to
$2.30,     

. improved distribution coverage,     

49

. larger equity market capitalization and resulting liquidity to unitholders
and     

. improved growth potential in an otherwise relatively stagnant market.     

Mr. McCarthy went on to note that the most important considerations in valuing
public limited partnerships are their growth, ability to make distributions,
and size. The combination of Star Gas Partners and Petro would improve Star Gas
Partners' measures in each of these areas.     

After review and discussion by the Petro board of this concept, it authorized
Mr. Sevin to consult further with PaineWebber concerning the proposed
transaction, and to present it to the Star Gas Corporation board. In this
regard, it was determined that it would be most appropriate to approach the two
members of the Star Gas Corporation board who were not officers, directors or
employees of Petro to ascertain their views about the proposed transaction,
since the remaining members of that board were also directors or officers of
Petro. The Petro board recognized that in light of the potential conflict of
interest, the proposed transaction should be analyzed and approved by the non-
Petro members of the Star Gas Corporation board.     

The Petro board also instructed Petro's management to closely monitor the
impact of Petro's recently instituted regionalization and product branding
programs as it believed that Petro's ability to operate more efficiently and
with more customer sensitivity would be an important element to the success of
any business combination.     

PaineWebber Informally Discusses the Proposed Transaction with the Non-Petro
Directors of Star Gas

On September 2, 1997, at the request of Mr. Sevin, Mr. McCarthy met with the
non-Petro directors of the Star Gas board, Mr. William Nicoletti and Ms.
Elizabeth Lanier, concerning the combination of Petro and Star Gas Partners.
Mr. Nicoletti and Ms. Lanier indicated that they had a number of questions
concerning the proposed transaction, but that they believed that Star Gas
Partners would be willing to consider a combination.     

Petro Considers Alternative Transactions

In December 1997 and January 1998, Petro also began to explore other
transactions. Mr. Sevin met with representatives of CNG Energy Services
Corporation, a subsidiary of Consolidated Natural Gas Company, a large natural
gas utility, to explore the possibility of forming a joint venture acquisition
corporation. These discussions did not progress beyond the preliminary stages.
In addition, Mr. Sevin met with an investment banking firm which had a
relationship with Enron Capital and Trade Corp., a subsidiary of Enron Corp.,
that was seeking investment opportunities. Mr. Sevin believed that Petro's
large customer base would provide this company with cross-marketing potential
adding to the attractiveness of forming a joint venture acquisition corporation
with Petro. After discussions held in January 1998, this company indicated that
it was not interested in forming this joint venture with Petro.     

PaineWebber Formally Presents the Proposed Transaction to the Star Gas
Corporation Board     

On January 26, 1998, Mr. McCarthy made a formal presentation concerning the
proposed transaction to the Star Gas Corporation board. He first described the
underlying rationale of the proposed transaction.     

50

Mr. McCarthy then detailed the proposed transaction's structure:     

. Petro would combine with Star Gas Partners, becoming a wholly-owned
subsidiary of Star Gas Propane.     

. The public common stockholders (as well as certain affiliated common
stockholders) would receive publicly-traded senior subordinated units.

. Certain affiliated common stockholders would be required to exchange
their shares for junior subordinated units that would be junior to the
senior subordinated units offered the public common stockholders and
would not be publicly traded. Mr. McCarthy indicated that this condition
was required to provide sufficient earnings coverage of the senior
subordinated units to make them sufficiently attractive in the
marketplace.     

. In determining the exchange ratio for Petro's common stock and how many
units would be given to the common stockholders, the following values
were used:     

--Petro's common stock was being valued at $3.15/share.     

--The senior subordinated units to be given to the public common
stockholders were valued on the basis of their having an 11.5% yield
representing an approximately 10% discount from the common unit value.

--The junior subordinated units and general partner units were valued at
an assumed 14% yield representing a 250 basis point premium over the
senior subordinated units based on their additional level of
subordination and illiquidity.     

. As a result of the anticipated immediate accretion in distributable cash
flow resulting from the transaction, Star Gas Partners would increase its
quarterly distributions per unit from $0.55 to $0.575 (from $2.20 per
unit or $2.30 per unit annually).     

. The right to receive incentive payments, which has historically been
provided to the general partner upon meeting certain performance tests,
would be reallocated to all common stockholders by distributing those
rights among the senior subordinated units, junior subordinated units and
general partner units pro rata.     

. The general partner of Star Gas Partners would be a newly-organized
limited liability company that would be owned by affiliates of Petro.

. The senior subordinated units and junior subordinated units would be
subordinated to the distribution and liquidation rights of the common
units until Star Gas Partners earned $2.30 per unit in distributable cash
flow for three years, at which time the subordination period would end.

Mr. McCarthy then described, as he had done with the Petro board, the
benefits of the proposed transaction to the public common unitholders and the
public common stockholders.     

In response to a question from the directors, Mr. McCarthy indicated that,
based on a preliminary review, he did not believe that a combined
propane/heating oil publicly-traded limited partnership would have a negative
perception in the public market. He considered growth and ability to make
distributions the key considerations for valuing a publicly-traded limited
partnership, and

51

Petro's growth potential would more than offset any impact of its having non-
propane activities. In addition, he pointed out that several diversified
publicly-traded limited partnerships exist and perform favorably compared to
their peers.

In response to a question concerning Petro's operating performance, Mr.
McCarthy indicated that while the benefits of Petro's regionalization and
branding programs had begun to be realized, the implied value has yet to be
factored into Petro's stock price. However, these improvements should
ultimately benefit the combined entity and its future value.

The Star Gas Corporation Board Appoints the Special Committee to Consider the
Proposed Transaction     

Based on this presentation and the ensuing discussion, the Star Gas board
believed that there was a consensus to proceed with further consideration of
the proposed transaction. Because all of the directors of Star Gas Corporation
were also directors or officers of Petro, other than Mr. Nicoletti and Ms.
Lanier, the Star Gas Corporation board assigned the task of exploring the
proposal to them. It was decided they should act as a special committee to
ensure that the interests of the public common unitholders were independently
represented in the proposed transaction. Ms. Lanier then proposed that the
special committee retain independent financial advisors and legal counsel to
assist in a review of the proposed transaction. The Star Gas Corporation board
authorized the special committee to retain an independent financial advisor and
legal counsel as they deemed appropriate.     

In January and February 1998, the special committee invited A.G. Edwards
along with one other investment banking firm to present its qualifications to
serve as financial advisor to the special committee. Following several meetings
and discussions with A.G. Edwards and the other candidate, on March 23, 1998
the special committee engaged A.G. Edwards as its financial advisor. The
special committee had previously retained Baker & Botts, L.L.P. as its legal
counsel.     

On February 4, 1998, Petro's management met with investment bankers at
Donaldson Lufkin & Jenrette to discuss the proposed terms for the refinancing
or restructuring of Petro's public and private debt and preferred stock in the
proposed transaction.     

Mr. Sevin Reviews the Status of the Proposed Transaction with the Petro Board
in February 1998

At a February 23, 1998 Petro board meeting, Mr. Sevin updated the Petro board
on the discussions with the special committee regarding the proposed
transaction, as well as developments with other energy companies.     

The Petro board agreed that Mr. Sevin should continue to pursue the proposed
transaction, as well as other investment alternatives. The Petro board then
asked one of its members to assist Mr. Sevin in structuring these alternatives.

In March 1998, Mr. Sevin met with each of Petro's three commercial banks
separately to determine if the mergers and acquisitions or utility departments
of those institutions could identify any public utility that was seeking to
invest in deregulated energy activities or any other party that might be
interested in investing in or forming a joint venture with Petro.

52

Petro Commences Discussions with the Special Committee

On March 10, 1998, Petro's representatives met with the special committee to
discuss certain initial questions that had arisen from its discussions with
potential financial advisors. Petro's representatives wanted to review with the
special committee Petro's capitalization structure, the improvement in Petro's
customer attrition rate, and its ability to continue to increase its gross
profit margins and to acquire new businesses at historic rates.     

Petro Continues to Pursue Other Investment Alternatives

In March and April 1998, Petro continued to pursue other investment
alternatives. In April 1998, Petro's management met with representatives of two
public utilities, AllEnergy Marketing Company L.L.C. and Connective Power
Delivery, to discuss with each a possible joint venture. While Connective
indicated that it was not interested in pursuing the matter, AllEnergy, which
had previously expressed an interest in purchasing Petro's heating oil
operations, indicated that it could possibly be interested in a joint venture.
However, its conditions to pursuing further discussions of such a venture were
determined to be unacceptable and discussions were ended.     

During May and June 1998, Petro had several discussions and meetings with
representatives of Providence Energy Corporation concerning a proposed
investment in Petro either pursuant to a joint venture or the purchase of
certain of Petro's operations. However, this utility determined it was not
interested in an investment in Petro and Petro indicated it was not interested
in divesting any of its operations.     

Petro Retains Dain Rauscher Wessels to Provide a Fairness Opinion to Petro's
Public Common Stockholders

In April 1998, Petro began a search for an independent investment banking
firm with expertise in the area of publicly traded partnerships which could
render an opinion as to the fairness, from a financial point of view, of the
consideration to be received by the public common stockholders in the proposed
transaction. On April 22, 1998, Mr. Sevin met with representatives of Dain
Rauscher Wessels. On May 14, 1998, Dain Rauscher Wessels was formally engaged,
and, on May 28 and May 29, 1998, Dain Rauscher Wessels met separately with the
management of Star Gas Partners and Petro in order to begin its due diligence
with respect to Star Gas Partners and Petro.     

A.G. Edwards Prepares Preliminary Status Report

On April 28, 1998, A.G. Edwards met with the special committee and members of
Star Gas Partners' management to discuss and present the status of A.G.
Edwards' due diligence efforts and preliminary conclusions. A.G. Edwards
recommended that the special committee proceed in its analysis and review of a
potential business combination with Petro and recommended that A.G. Edwards
begin preparation of a preliminary status report that could be shared with
Petro and PaineWebber. The preliminary status report would include the special
committee's preliminary views on the structure of a potential transaction as
well as its preliminary thoughts on a merger agreement and required changes to
the partnership agreement. The special committee agreed.     

On May 4, 1998, A.G. Edwards delivered the preliminary status report and an
updated and revised preliminary financial analysis to the special committee.
The special committee authorized A.G. Edwards to discuss the preliminary status
report with both Petro and PaineWebber.     

53

On May 5, 1998, at a meeting of the Star Gas Corporation board, the special
committee advised the board as to the status of the preliminary status report
and indicated A.G. Edwards' preliminary views as to the valuation of Petro.

The Special Committee and Petro Meet to Review the Preliminary Status Report
and to Negotiate the Proposed Transaction

On May 7, 1998, the special committee and A.G. Edwards met with Petro and
PaineWebber to discuss the preliminary status report and to begin negotiations
over a potential combination.     

The special committee took three firm negotiating positions at the May 7
meeting, which were reflected in the preliminary status report.     

First, the special committee required that the minimum quarterly
distribution to be paid to common unitholders be raised from $2.20 annually
to $2.30 annually.     

Second, the special committee took the position that no distributions
would be paid to the holders of senior subordinated units, junior
subordinated units and general partner units following a transaction that
were not earned by the actual performance of the combined business
following the transaction.     

Third, the special committee took the position that a $3.15 valuation per
Petro share was too high, and that the special committee would only look at
a combination if the price was in the $2.00 per share range. In support of
this third position, A.G. Edwards discussed with Petro and PaineWebber the
basis for its valuation of Petro's common stock at $2.00 per share.     

Mr. Sevin responded that he could agree to the revised minimum quarterly
distribution of $2.30 and to the proposal that during the subordination period
holders of senior subordinated units, junior subordinated units and general
partner units would only receive distributions out of distributable cash
generated following the closing of the transaction. However, he indicated he
could not agree to valuing Petro's common stock at $2.00 per share, indicating
his belief that this valuation was unfairly low. He pointed out that while
there are many criteria that could be used in determining the appropriate
valuation for Petro's common stock, he believed the most important was the
accretion to Star Gas Partners resulting from the acquisition of Petro. While
Mr. Sevin questioned certain of the assumptions upon which A.G. Edwards views
were based, he noted that even using the most conservative assumption, a $2.00
value would (based on the projections available at the time) result in
projected accretion of approximately $.62 per unit, which could grow to over
$1.00 per unit. Mr. Sevin indicated that this level of accretion was excessive
and unwarranted and that the approximate $.40 per unit projected accretion
resulting from a $3.15 per share price was certainly more appropriate and would
still make this combination significantly attractive to the common unitholders.
This was especially true given the greater growth potential provided by Petro
which would, over time, increase the accretion to over $1.00 per unit even at a
$3.15 valuation.     

PaineWebber also indicated to A.G. Edwards that the $3.15 per unit valuation
did not represent an excessive premium to market value when Petro's average
stock performance for the last twelve months was considered. PaineWebber noted
that the suspension of Petro's common stock dividends following the unusually
warm weather of the first quarter of 1998 had lowered the short-term trading

54

prices of Petro's common stock despite the significant improvements in Petro's
operating results. In addition, PaineWebber asked A.G. Edwards to consider
market statistics prepared by PaineWebber that indicated that the merger
premiums for stocks priced at less than $5.00 per share were generally greater
than the merger premiums for higher priced shares.     

In an attempt to bridge the valuation gap, the parties discussed having Star
Gas Partners issue additional units to the common stockholders after the
transaction if Petro met certain financial goals.     

At the conclusion of this meeting, the parties agreed to review their
respective positions.

On May 19, 1998, representatives of A.G. Edwards met with representatives of
PaineWebber and Petro in an attempt to reach an agreement on the appropriate
price per share to be used to value the consideration paid to the common
stockholders. PaineWebber provided A.G. Edwards with information concerning
comparable acquisition multiples to demonstrate that a $3.15 per share price
was appropriate. In addition, PaineWebber indicated that Petro's first quarter
operating performance was better than the budgeted figures originally provided
A.G. Edwards, which further suggested that the $3.15 valuation was appropriate.

In order to bridge the gap in valuation, the parties began discussing a $2.50
per share value with Petro's ability to obtain additional value through the
issuance of additional senior subordinated units after the closing if it met
certain earnings criteria. The concept was that Petro would be able to receive
an additional total 909,000 units, at a rate of 303,000 per year in each of
three years that Petro provided Star Gas Partners with $.50 per unit of
accretion in distributable cash flow over the level Star Gas Partners would
earn had it not combined with Petro. It was indicated that these additional
units, if earned, would be issued pro rata to the holders of senior
subordinated units, junior subordinated units and general partner units.     

A.G. Edwards Prepares a Preliminary Draft Proposal for the Transaction

On May 20, 1998, the special committee met by conference telephone call with
A.G. Edwards and Baker & Botts to discuss its preliminary analysis (updated by
A.G. Edwards) and the status of negotiations. The group also discussed a
preliminary draft proposal prepared by A.G. Edwards for submission to Petro.
The special committee instructed A.G. Edwards to revise the preliminary draft
proposal. On May 21, the special committee met again by conference telephone
call with Baker & Botts to review the proposal. A.G. Edwards submitted a
revised preliminary draft proposal to the special committee on May 26, 1998 and
the special committee instructed A.G. Edwards to submit the proposal to Petro.
The proposal dated May 26, 1998 included the following principal terms:     

. In exchange for all of Petro's issued and outstanding shares of common
stock, Star Gas Partners would issue an aggregate of 2,718,000 senior
subordinated units, 524,000 junior subordinated units and 289,000 general
partner units (reflecting a valuation for the Petro common stock of $2.50
per share). In conjunction with the issuance of these new units, Star Gas
Partners would in effect cancel the existing 2,396,078 subordinated units
and the 2% combined general partner interest, both owned by Petro.     

. Star Gas Partners would issue up to 303,000 additional senior
subordinated units per year (up to a maximum of 909,000 additional senior
subordinated units) pro rata to the holders of the senior subordinated
units, junior subordinated units and general partner units in each year
that Petro achieves certain levels of accretion in the future.     

55

. The amount of new equity required to be raised by Star Gas Partners and
new debt required to be raised by a subsidiary of Star Gas Partners in
order to refinance Petro's existing debt and preferred stock could not
exceed certain maximum amounts and were subject to certain price and
expense limitations.     

. The partnership agreement would be amended to prohibit the payment of
distributions to the holders of senior subordinated units, junior
subordinated units and the general partner units from any source other
than distributable cash generated during the last twelve months.     

. The cost of refinancing Petro's outstanding debt and redeeming Petro's
preferred stock could not exceed specified limits.

The management of Petro believed that, with some further modifications, the
preliminary draft proposal could form the basis of an agreement. With that in
mind, Petro began focusing its efforts on reaching an agreement with
institutional holders of its long-term debt and preferred stock on a basis that
would comply with the terms of the preliminary draft proposal.     

Petro Negotiates the Refinancing of its Public and Private Debt and Preferred
Stock

During June and July 1998, representatives of Petro undertook negotiations
with institutional holders of its public and private debt and preferred stock
to obtain the right to refinance these securities.

In August 1998, Petro reached an agreement with institutional holders of $149
million or 63.1% of Petro's 10 1/8% Subordinated Notes due 2003, 12 1/4%
Subordinated Debentures due 2005 and 9 3/8% Subordinated Debentures due 2006
and 12 7/8% Series B Exchangeable Preferred Stock (including the holders of
100% of the 12 7/8% Preferred Stock) to permit the redemption of those
securities at the closing of the proposed transaction. This agreement allows
Petro to redeem its 9 3/8% Debentures, 10 1/8% Notes and 12 1/4% Debentures at
100%, 100% and 103.5% of principal amount, respectively, and to redeem its 12
7/8% Preferred Stock at $23 per share. In consideration for this early
redemption right, Petro agreed to issue to those holders 3.3732 shares of newly
issued junior convertible preferred stock for each $1,000 in principal amount
or liquidation preference of such securities.     

Petro subsequently offered to the remaining holders of its 9 3/8% Debentures,
10 1/8% Notes and 12 1/4% Debentures the same right of early redemption under
the same terms and conditions as agreed to by the consenting holders. This
proposal was made through an exchange offer that terminated on September 24,
1998 with an aggregate acceptance rate of more than 95%.     

Other Activities Undertaken in Connection With the Proposed Transaction

Formal Financial Advisory Agreement with PaineWebber. On June 3, 1998,
following consultation with a number of Petro board members, the management of
Petro entered into a formal financial advisory agreement with PaineWebber.     

Meeting with Hanseatic on Terms of the Exchange     

Also, on June 3, 1998, Mr. Sevin met with the representatives of Hanseatic
Americas LDC, a Bahamian limited duration company indirectly controlled by
Hanseatic Corporation, a majority of     

56

the shares of capital stock of which were owned by Wolfgang Traber, a Petro
board member, and in which another Petro board member, Paul A. Biddelman, acts
as President. Hanseatic Americas and Hanseatic Corporation in the aggregate
owned more than 1.9 million shares of common stock. The purpose of the meeting
was to determine Hanseatic Americas and Hanseatic Corporation's willingness to
exchange its common stock for junior subordinated units and general partner
units, rather than the senior subordinated units being exchanged with the
public common stockholders. Certain other affiliates had previously indicated
an unwillingness to accept junior and illiquid securities at the value
suggested by PaineWebber. The Hanseatic companies' assent was necessary, so
that when combined with the shares that Irik Sevin and Audrey Sevin were
prepared to convert into junior subordinated units, and general partner units a
total of the approximately 5.3 million required by Star Gas Partners' proposal
could be accumulated. While Mr. Traber indicated a willingness to undertake an
exchange, in order to accommodate completion of the transaction, he further
wanted the independent assent of the major investors in these companies. An
agreement was reached that these representatives would support the exchange.

Meeting with Star Gas Board of Directors on the Status of the Transaction     

On July 27, 1998, at a meeting of the Star Gas board, Mr. Sevin (on behalf of
Petro) and the special committee informed the board of the progress of the
discussions and negotiations between PaineWebber on behalf of Petro and A.G.
Edwards on behalf of the special committee. Mr. Sevin also informed the Star
Gas Corporation board of the results of Petro's negotiations with the
institutional holders of its public and private debt and preferred stock.     

Mr. Sevin advised the Star Gas Corporation board that it was his
understanding that A.G. Edwards would produce a revised proposal in the form of
a draft term sheet to reflect the discussions and negotiations.     

Mr. Sevin also informed the board that he had received a telephone call from
a director of Heritage Propane Partners, L.P., another publicly-traded propane
limited partnership, to inquire as to whether Star Gas Partners would be
interested in being acquired by that publicly-traded limited partnership. The
purchase price indicated did not reflect any premium over the current market
price of the common units and the valuation of Petro's subordinated units and
general partner interests was not acceptable to Petro. After discussion, it was
decided that Mr. Sevin should respond that Star Gas Partners was not interested
in the proposal.     

A.G. Edwards Prepares and Forwards the Revised Proposal to Petro

On July 28, 1998, following additional telephonic discussions with
PaineWebber to further refine the terms of the revised proposal, A.G. Edwards,
on behalf of the special committee, forwarded the revised proposal to the Star
Gas Corporation board, the Petro board and PaineWebber for each of their
reviews and consideration. The revised proposal clarified that the general
partner units would be subordinated to both the common units and senior
subordinated units, but was otherwise similar to the preliminary draft
proposal.     

On July 29, 1998, Dain Rauscher Wessels met with representatives of Petro to
review the revised proposal and for Dain Rauscher Wessels to undertake further
due diligence.     

57

The Petro Board Reviews the Revised Proposal

On August 3, 1998, at a meeting of the Petro board, which was attended
telephonically by Dain Rauscher Wessels as well as PaineWebber and legal
counsel, Mr. Sevin stated that it was important at this time to apprise the
directors of all of the details of the revised proposal and to answer any
questions that they may have, since the matter might be brought to a formal
vote within the next week to ten days.     

The Petro board then discussed various aspects of the proposed transaction as
well as the fiduciary obligations of the Petro board and those of the Petro
directors who also serve as directors of Star Gas. In response to questions
regarding these responsibilities, Mr. Michael Rosenwasser, of Andrews & Kurth
L.L.P., co-counsel to Petro, indicated that the special committee would have
the overall responsibility for negotiating, reviewing and deciding whether to
recommend the proposed transaction to the Star Gas Corporation board and to the
public common unitholders. Mr. Rosenwasser further indicated that the law firms
of Phillips Nizer Benjamin Krim & Ballon LLP and Andrews & Kurth would be
representing Petro and its board and that the law firm of Baker & Botts would
be representing the special committee.     

A question was raised as to whether it would be advisable to appoint an
independent committee of the Petro board to represent the public common
stockholders. After discussion, it was determined that there was doubt as to
whether an unquestionably independent committee could be constituted. Instead,
the Petro board determined that Petro would not proceed with the proposed
transaction without the approval of the holders of a majority of the shares of
Petro's Class A common stock owned by non-affiliates and unless Petro received
a favorable fairness opinion from Dain Rauscher Wessels as to the consideration
to be received by the public common stockholders.     

On August 10, 1998, Petro entered into an agreement with certain affiliated
Class C common stockholders to approve the transaction. Such approval was
required pursuant to a stockholders' agreement among the holders of Petro's
Class C common stock.     

The Special Committee Approves the Revised Proposal

On August 11, 1998, the Star Gas Corporation board by written consent
authorized the special committee to assume responsibility for all matters
relating to the proposed transaction, including the power and authority to
negotiate the terms of the transaction subject to those additional actions by
the Star Gas Corporation board as may be necessary or advisable under
applicable law. Following the grant of that authority, the special committee
approved the revised proposal and transmitted the revised proposal to the Petro
board.     

The Petro Board Approves the Revised Proposal

The Petro board met on August 13, 1998 to consider and vote upon the revised
proposal. Mr. Sevin reviewed with the Petro board certain minor changes which
had been made to that document subsequent to the August 3, 1998 meeting, and
indicated that it had been approved by the special committee earlier in the
week. After discussion, the Petro board unanimously approved the revised
proposal.     

On August 14, 1998, Petro and Star Gas Partners issued a joint press release
announcing that they had reached an agreement-in-principle concerning the
proposed transaction.     

58

During August, September and October 1998, the special committee, in
conjunction with its legal counsel and financial advisors, negotiated the terms
of a definitive merger agreement and exchange agreement with Petro and its
legal counsel and financial advisors. During the course of these negotiations,
the special committee required, and Petro ultimately agreed, as a condition of
the transaction, that     

(1) no distributions could be made on any subordinated units until August 15,
1999;     

(2) certain earnings tests had to be achieved for any distributions to be
made on that date or on the next anticipated distribution date of November
15, 1999; and     

(3) as of the closing of the transaction, Petro had to have certain minimum
working capital levels substantially higher than was required in the
preliminary draft proposal.     

The Special Committee Recommends and the Star Gas Board Approves the
Definitive Transaction Documents

On October 16, 1998 the special committee met with its financial advisors and
legal counsel to consider the transaction. At this meeting, A.G. Edwards
delivered its oral and written opinion that the transaction was fair, from a
financial point of view, to the public common unitholders. The special
committee then entered into a full discussion of the financial and legal
aspects of the transaction with its financial and legal advisors. On October
19, 1998, the special committee met again with its financial and legal advisors
and, after discussion and based on the advice of its advisors and the fairness
opinion of A.G. Edwards, unanimously voted to recommend the transaction to the
Star Gas Corporation board for its approval subject to its legal advisors
negotiating the last remaining details of the merger agreement, none of which
were deemed material. On October 19, 1998, based on that recommendation, the
Star Gas Corporation board approved the merger agreement and exchange agreement
and authorized the officers of Star Gas Corporation to execute and deliver the
merger agreement and exchange agreement.     

The Petro Board Approves the Definitive Transaction Documents

On October 6, 1998, Dain Rauscher Wessels presented to the Petro board its
opinion that the consideration to be provided to the public common stockholders
pursuant to the transaction was fair from a financial point of view.
PaineWebber and Petro's legal counsel attended that meeting.     

On October 19, 1998, the Petro board held a meeting to consider the
transaction. Based on a variety of factors, including the Dain Rauscher Wessels
opinion, the Petro board unanimously approved the merger agreement and exchange
agreement and authorized and directed the officers of Petro to execute and
deliver the merger agreement and exchange agreement.     

REASONS FOR THE TRANSACTION THAT THE SPECIAL COMMITTEE CONSIDERED;
RECOMMENDATIONS OF THE SPECIAL COMMITTEE AND STAR GAS CORPORATION BOARD     

At a meeting of the special committee held on October 16, 1998, the special
committee received presentations concerning, and reviewed the terms of, the
transaction with members of management and its legal counsel and financial
advisors. At the meeting, the special committee unanimously determined that the
transaction is fair to, and in the best interests of, the public common
unitholders.     

59

The special committee expressly adopted the conclusions and analysis of A.G.
Edwards with respect to the fairness of the transaction to the public common
unitholders. Accordingly, the special committee unanimously recommends that the
unitholders vote FOR the unitholder meeting proposals at the unitholders
meeting. Based on the recommendation of the special committee, the board of
directors of Star Gas Corporation has determined that the transaction is fair
to, and in the best interests of, the public common unitholders and unanimously
recommends that the common unitholders vote FOR each of the proposals at the
unitholders meeting. The Star Gas Corporation board (other than the members of
the special committee) has also determined on behalf of Star Gas Partners that
the transaction is fair to, and in the best interests of, Petro's public common
stockholders. In reaching such conclusion, the Star Gas Corporation board has
adopted the analyses employed by the Petro board to reach the same conclusion.
See"--Background of the Transaction" and "Parties--Interested Party
Transactions."     

During the course of its deliberations, the special committee, with the
assistance of management and its legal and financial advisors, considered a
number of factors, including the following potential advantages of the
transaction:     

. The special committee believes the acquisition of Petro will increase
Star Gas Partners' ability to grow through further acquisitions in the
home heating oil business. Petro is the largest retail distributor of
home heating oil in the country. In addition, Petro has been the
principal consolidator of that highly fragmented industry, having
purchased over 180 retail home heating oil companies since 1979. The
primary source of growth in the propane industry is acquisitions.
Competition for acquisitions in the propane industry has intensified,
decreasing the opportunities available, and increasing the prices paid,
for propane companies. The special committee believes Petro's strong
position in the home heating oil industry will provide Star Gas Partners
with an additional source of attractive acquisition and expansion
opportunities.     

. The special committee believes the transaction will be accretive to Star
Gas Partners' distributable cash flow per unit based on the following
three factors:     

(1) Star Gas Corporation's management projections for 15- and 30-year
weather;     

(2) Petro's management projections for 15- and 30-year weather, as well
as the Adjusted 15-year Weather Projections for Petro and the
Adjusted 30-year Weather Projections for Petro utilized by A.G.
Edwards in its analyses;     

(3) the expected pro forma capital structure of Star Gas Partners,
including its pro forma debt and common, senior subordinated,
junior subordinated and general partnership units outstanding.     

The expected increase in distributable cash flow per unit resulting from
the transaction will enable Star Gas Partners to raise the minimum
quarterly distribution from $0.55 to $0.575 (or from $2.20 to $2.30 on an
annual basis). If the expected increase in distributable cash flow is
realized, it will provide greater protection of the minimum quarterly
distribution and improves the possibility of future distribution
increases.     

60

. The transaction will increase Star Gas Partners' market capitalization
and should provide greater common unit liquidity, investment community
awareness and the ability to attract securities analyst research
coverage.     

. Common stockholders will receive senior subordinated units which are
subordinated to the distributions on common units for a minimum of three
years. The senior subordinated units will remain subordinated to the
common units until Star Gas Partners has earned and paid the minimum
quarterly distribution of $2.30 on all units for three consecutive four-
quarter periods. In addition, the subordination period has been extended
at least 21 months from January 1, 2001 to October 1, 2002.     

. During the subordination period, distributions on the senior subordinated
units, junior subordinated units and general partner units will be
generally limited to the amount of distributable cash generated after the
transaction is effective.     

. Overall, the special committee believes that the transaction represents
an opportunity to acquire a company that is expected to significantly
increase Star Gas Partners' size and scope of operations, growth
prospects and ability to increase its distributions to unitholders.     

During the course of its deliberations, the special committee also considered
the following potential disadvantages of the transaction:     

. Star Gas Partners is acquiring an entity which, based on 1997 revenues,
is several times its size. Therefore, the nature of Star Gas Partners'
business will be significantly changed.     

. Petro has a history of operational and financial difficulties (including
high leverage and recent substantial net losses).

. The success of the acquisition depends upon Star Gas Partners' ability to
continue to     

(1) make heating oil acquisitions at attractive prices;     

(2) reduce Petro's customer attrition rate; and     

(3) improve Petro's profit margins on a per gallon basis. There can be
no assurance that each of the three will occur.     

. Star Gas Partners is making a large investment in a business which, like
Star Gas Partners' propane operations, is negatively affected by warm
weather during the winter months.     

. The income of Petro, unlike the income of Star Gas Partners, will be
subject to corporate tax prior to distributions and dividend income from
Petro cannot be offset with past or future losses generated by Star Gas
Partners' propane operations.     

. The ratio of taxable income to cash distributions to be made to the
existing common unitholders will increase over time at a greater rate
than if the transaction does not occur.     

. The home heating oil business is not a growth business as a result of
competition from alternative energy sources.

. In the transaction, the proportion of subordinated units to total units
will decline from 37.5% to 25%, and the support to common units will
therefore be reduced.     

. The number of common units will increase from approximately 3.9 million
to 10.8 million representing a potential significant dilution.     

61

The special committee also considered the following factors:     

. The special committee placed significant weight on A.G. Edwards' opinion,
that the transaction is fair, from a financial point of view, to the
public common unitholders. The special committee considered valuation
methods used by A.G. Edwards in rendering their opinion to be appropriate
and has adopted the A.G. Edwards opinion in reaching their determination
as to the fairness of the transaction to the public common unitholders.
The special committee did not perform its own financial analysis (see
page 62).     

. The projections prepared by Star Gas Partners and Petro (see page 85).

. The terms of the exchange agreement, merger agreement and amendment to
the partnership agreement (see pages 93, 96 and 108).     

. The conditions to the completion of the transaction (see page 98).     

. The background which resulted in the development of the structure of the
transaction (see page 48).     

. The conflicts of interest in structuring the transaction (see page 40).

. Recent trading prices of the common units and the common stock (see page
155).     

The foregoing discussion of information and factors considered and given
weight by the special committee is not intended to be exhaustive. Except for
A.G. Edwards' opinion, on which it placed significant weight, in view of the
wide variety of factors considered in its evaluation of the transaction, the
special committee did not find it practicable to, and did not, quantify or
otherwise attempt to assign relative weights to the specific factors considered
in reaching their determination. In addition, individual members of the special
committee may have given different weights to different factors.     

The special committee unanimously recommends that the public common
unitholders vote FOR the unitholder meeting proposals.     

Opinion of A.G. Edwards

On March 23, 1998, the special committee engaged A.G. Edwards to serve as its
financial advisor and to render an opinion as to the fairness, from a financial
point of view, of the transaction to the public common unitholders.     

A.G. Edwards, as part of its investment banking business, is regularly
engaged in, among other things, the valuation of businesses and their
securities in mergers and acquisitions, initial public offerings, secondary
distribution of listed and unlisted securities, private placements, and
valuations for estate, corporate and other purposes. A.G. Edwards is familiar
with Star Gas Partners through acting as exclusive financial advisor and
placement agent in Star Gas Partners' private placement of 7.17% First Mortgage
Notes due 2010 and through its securities research coverage of Star Gas
Partners. A.G. Edwards is not aware of any relationship between A.G. Edwards
and Star Gas Partners, Star Gas Corporation or Petro, which in its opinion,
would affect its ability to render a fair and independent opinion in this
matter.     

62

On October 16, 1998, A.G. Edwards rendered its written opinion to the special
committee that, as of that date, the transaction was fair, from a financial
point of view, to the public common unitholders.     

Subsequent to delivering its opinion, A.G. Edwards was invited to serve as
one of seven co-managers of the equity offering.

THE FULL TEXT OF THE A.G. EDWARDS OPINION, WHICH SETS FORTH ITS PRINCIPAL
ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITATIONS OF
THE SCOPE OF THE REVIEW UNDERTAKEN BY A.G. EDWARDS IN RENDERING ITS OPINION, IS
ATTACHED AS ANNEX D TO THIS PROXY STATEMENT. THE PUBLIC COMMON UNITHOLDERS ARE
URGED TO, AND SHOULD, READ THE A.G. EDWARDS OPINION CAREFULLY AND IN ITS
ENTIRETY. THE A.G. EDWARDS OPINION WAS DIRECTED TO THE SPECIAL COMMITTEE AND
ADDRESSES ONLY THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE TRANSACTION
TO THE PUBLIC COMMON UNITHOLDERS, AND DOES NOT CONSTITUTE TAX ADVICE OR A
RECOMMENDATION TO ANY PUBLIC COMMON UNITHOLDER AS TO HOW TO VOTE WITH RESPECT
TO THE TRANSACTION. THE SUMMARY OF THE A.G. EDWARDS OPINION IN THIS PROXY
STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE
A.G. EDWARDS OPINION.     

For purposes of the A.G. Edwards opinion on the transaction, A.G. Edwards
has assumed that Star Gas Partners will be able to complete Petro's debt
offering, in which Petro will sell to the public approximately $120.0 million
of notes, Star Gas Partners' equity offering, in which it will offer for sale
to the public approximately 6.8 million common units and the redemption of
certain debt and preferred stock of Petro and understands that the transaction
will not be completed if Star Gas Partners is unable to complete the offerings
and redemptions in accordance with the terms of the merger agreement. We have
also assumed that the withdrawal of Star Gas Corporation as general partner of
Star Gas Partners and the related admission of a successor general partner will
have no financial impact on the public common unitholders.     

In connection with rendering its opinion, A.G. Edwards reviewed     

.  the most recently available drafts of Star Gas Partners' Registration
Statement on Form S-4 and its exhibits including the merger agreement,
the exchange agreement, the amended and restated partnership agreement
and the conveyance and contribution agreements;     

. certain publicly available historical audited financial statements and
certain unaudited interim financial statements of Star Gas Partners and
Petro;     

. certain financial analyses and forecasts of Star Gas Partners prepared
by, and reviewed with, management of Star Gas and the views of management
of Star Gas regarding Star Gas Partners' past and current business
operations, results thereof, financial condition and future prospects,
including the impact of the transaction, as well as information relating
to the retail propane distribution industry and the potential strategic,
financial and operational benefits and challenges anticipated from the
transaction;     

. certain financial analyses and forecasts of Petro prepared by, and
reviewed with, management of Petro and the views of management of Petro
regarding Petro's past and current business operations, results thereof,
financial condition and future prospects, including the impact of the
transaction, as well as information relating to the home heating oil
distribution industry and the potential strategic, financial and
operational benefits and challenges anticipated from the transaction;

63

. the pro forma impact of the transaction on Star Gas Partners and Petro;

. the publicly reported historical price and trading activity for the
common units and the Class A common stock, including a comparison of
certain financial and stock market information for Star Gas Partners with
similar publicly available information for certain other companies, the
securities of which are publicly traded;     

. the current market environment generally, and the retail propane
distribution environment and the home heating oil distribution
environment in particular;     

. information relating to the financial terms of certain transactions,
including selected merger and acquisition transactions; and     

. any other information, financial studies, analyses and investigations,
and financial, economic and market criteria that A.G. Edwards considered
relevant.     

A.G. Edwards did not perform an analysis related to the net book value or the
liquidation value of Petro as it considered these analyses inappropriate under
the circumstances of the transaction. With respect to net book value, A.G.
Edwards believed that net book value represents only historical financial
performance and does not accurately reflect market value. Additionally, A.G.
Edwards believed that a liquidation value analysis is inappropriate for valuing
Petro as an ongoing concern. In rendering the A.G. Edwards opinion, A.G.
Edwards has assumed that the transaction will be completed on the terms
contained in the merger agreement, without any waiver of any material terms or
conditions by Star Gas Partners or Petro.     

In rendering the A.G. Edwards opinion, A.G. Edwards has relied upon and
assumed, without independent verification, the accuracy and completeness of all
financial and other information, publicly available, furnished to, or otherwise
discussed with A.G. Edwards for the purposes of the A.G. Edwards opinion. With
respect to financial projections and other information provided to or otherwise
discussed with A.G. Edwards, A.G. Edwards assumed and was advised by the
management of Star Gas and Petro, respectively, that the projections and other
information were reasonably prepared on a basis that reflects the best
currently available estimates and judgments of the management of Star Gas
Corporation and Petro, respectively. A.G. Edwards did review numerous sets of
Petro's projections and analyzed what it believed were certain of the major
assumptions embedded within Petro's projections, which are detailed in "--
Certain Projections of Petro and Star Gas Partners." A.G. Edwards requested
that Petro make changes to two of its assumptions and furnish A.G. Edwards with
the resulting projections based on both 15-year weather ("Adjusted 15-Year
Weather Projections for Petro") and 30-year weather ("Adjusted 30-Year Weather
Projections for Petro"), collectively referred to as "Adjusted Projections for
Petro." The two assumptions that A.G. Edwards requested that Petro change were
as follows:     

. A.G. Edwards assumed retail margin growth of $0.01 per gallon in 1999 and
$0.005 per gallon thereafter; and     

. A.G. Edwards assumed that Petro would complete $30.0 million of home
heating oil company acquisitions annually at a purchase price of 4.75x
the first year earnings before interest expense, income taxes,
depreciation and amortization and any infrequent revenues and expenses
("EBITDA").     

The Adjusted 30-Year Weather Projections for Petro resulted in heating oil
EBITDA projections that were lower than the heating oil EBITDA projections from
Petro's 30-year weather projections by the

64

following percentages for 1999, 2000, 2001 and 2002, respectively: 0.4%, 4.4%,
7.7% and 10.5%. The Adjusted 15-Year Weather Projections for Petro resulted in
heating oil EBITDA projections that were higher than the heating oil EBITDA
projection from Petro's 15-year weather projections for 1999 by 0.8%, and lower
than the heating oil EBITDA projections from Petro's 15-year weather
projections by the following percentages for 2000, 2001 and 2002, respectively:
1.4%, 3.4% and 5.2%.     

The special committee did not engage A.G. Edwards to, and therefore A.G.
Edwards did not, verify the accuracy or completeness of any information. A.G.
Edwards has relied upon the assurances of the management of Star Gas
Corporation and Petro that the respective managements are not aware of any
facts that would make the information inaccurate or misleading. A.G. Edwards
did not conduct a physical inspection of the properties or facilities of Star
Gas Partners or Petro nor did it make or obtain any independent evaluation or
appraisals of those properties or facilities or assets and liabilities. A.G.
Edwards assumed that the Transaction will be accounted for as a purchase
transaction under generally accepted accounting principles. A.G. Edwards also
assumed that the final form of Star Gas Partners' Registration Statement on
Form S-4, the agreement and plan of merger, the exchange agreement, the amended
and restated partnership agreement and the conveyance and contribution
agreements would be substantially similar to the last draft reviewed by A.G.
Edwards, except for changes requested by the special committee. The A.G.
Edwards opinion is necessarily based on economic, market and other conditions
as in effect on, and the information made available to A.G. Edwards as of
October 16, 1998.     

The preparation of a fairness opinion is a complex process and is not readily
susceptible to partial analysis or summary description. In rendering the A.G.
Edwards opinion, A.G. Edwards applied its judgment to a variety of complex
analyses and assumptions, considered the results of all of its analyses as a
whole and did not attribute any particular weight to any analysis or factor
considered by it. Furthermore, selecting any portion of its analyses, without
considering all analyses, would create an incomplete view of the process
underlying the A.G. Edwards opinion. In addition, A.G. Edwards may have given
various analyses and factors more or less weight than other analyses and
factors, and may have deemed various assumptions more or less probable than
other assumptions, so that the ranges of valuations resulting from any
particular analysis described above should not be taken to be A.G. Edwards'
view of the actual value of Star Gas Partners or Petro. In performing its
analyses, A.G. Edwards made numerous assumptions with respect to industry
performance, general business and economic conditions and other matters, many
of which are beyond the control of Star Gas Partners or Petro.     

The assumptions made and judgments applied by A.G. Edwards in rendering the
A.G. Edwards opinion are not readily susceptible to description beyond that in
the written text of the A.G. Edwards opinion itself. Any estimates are not
necessarily indicative of future results or actual values, which may be
significantly more or less favorable than those suggested by the estimates.
A.G. Edwards does not assume responsibility if future results are different
from those projected. The analyses performed were prepared solely as part of
A.G. Edwards' analysis of the fairness, from a financial point of view, to
public common unitholders of the transaction and were conducted for the
delivery of the A.G. Edwards opinion. As described above, the A.G. Edwards
opinion to the special committee was one of the many factors taken into
consideration by the special committee in making     

65

its determination to recommend the transaction. The decision to enter into the
transaction was solely that of the special committee and the Star Gas board.

The following is a summary of the material analyses performed by A.G. Edwards
in arriving at the A.G. Edwards opinion:     

Implied Unit Analysis

The consideration being paid to the common stockholders pursuant to the
transaction will consist of senior subordinated units, junior subordinated
units and general partner units. As of the date of the A.G. Edwards opinion, a
market price did not exist for these units; subsequent to the transaction, a
market price will exist only for the senior subordinated units. In A.G.
Edwards' judgment, an analysis of the value per unit of each of the senior
subordinated units, junior subordinated units and general partner units was
necessary to evaluate the fairness of the transaction. In analyzing the value
of the senior subordinated units, A.G. Edwards reviewed estimated ranges of
discount rates, trading yields and relative valuations compared to the price of
the publicly traded common units. In determining these estimated ranges, A.G.
Edwards considered, among other factors:     

.  during the subordination period, common unitholders will have priority
in payment of the full minimum quarterly distribution plus arrearages
before any distributions are made to the senior subordinated
unitholders;     

.  the earliest date on which the subordination period would expire is July
1, 2002;     

.  the subordination period would only expire if the Adjusted Operating
Surplus generated during each of the three immediately preceding non-
overlapping four-quarter periods equaled or exceeded the sum of the
increased minimum quarterly distribution of $2.30 on an annualized basis
on all outstanding units during that period;     

.  during the subordination period, distributions on the senior
subordinated units will be limited to the amount of distributable cash
generated;     

.  the senior subordinated units will be entitled to receive a distribution
of additional senior subordinated units, but only if Petro achieves
certain financial goals during the five year period following the
closing of the transaction; and     

.  the senior subordinated units will receive a pro rata distribution of
the rights to receive incentive distributions previously held by the
general partner.     

A.G. Edwards' analysis resulted in an implied valuation range for a senior
subordinated unit of $17.04 to $20.00 per unit, of which A.G. Edwards used the
midpoint value of $18.52.     

66

In analyzing the value of the junior subordinated units and general partner
units, A.G. Edwards considered, among other factors, certain of the differences
between the senior subordinated units, on the one hand, and the junior
subordinated units and general partner units, on the other hand, including:

.  the lack of marketability of the junior subordinated units and general
partner units;     

.  the authority given the general partner under the amended and restated
partnership agreement (and reflected in the general partner units) to
control the affairs of Star Gas Partners; and     

.  during the subordination period, both the common units and senior
subordinated units will have priority in payment of the full minimum
quarterly distribution before any distributions are made on the junior
subordinated units and general partner units.     

A.G. Edwards' analysis resulted in an implied valuation range for the junior
subordinated units and general partner units of $14.38 to $16.43 per unit, of
which A.G. Edwards used the midpoint value of $15.41. Based on a value of
$18.52 for each senior subordinated unit and $15.41 for each junior
subordinated unit and general partner unit, A.G. Edwards calculated that the
implied consideration paid for each Petro share averaged $2.43.     

A.G. Edwards did not express an opinion as to what the value of the senior
subordinated units, junior subordinated units or general partner units will be
when issued to the common stockholders pursuant to the transaction, or the
price at which the common units or senior subordinated units will trade
subsequent to the transaction.     

Pro Forma Acquisition Analysis

A.G. Edwards analyzed the impact of the transaction on Star Gas Partners'
distributable cash flow (EBITDA less interest expense, maintenance capital
expenditures and cash taxes) ("DCF") per unit (DCF divided by the total number
of common units, senior subordinated units, junior subordinated units and
general partner units), the related accretion, Star Gas Partners' common
unit coverage (DCF per common unit divided by the annualized minimum quarterly
distribution of $2.20, or $2.30 on a pro forma basis) and Star Gas Partners'
total unit coverage (DCF per total unit divided by the annualized minimum
quarterly distribution of $2.20, or $2.30 on a pro forma basis).     

Based on the Adjusted 15-Year Weather Projections for Petro and the Star Gas
Corporation's management projections for 15-year weather and adjusted 30-year
weather projections for Petro and Star Gas Corporation's management projections
for 30-year weather, as well as other assumptions including certain assumptions
regarding the refinancing transactions, A.G. Edwards calculated pro forma for
the transaction, projected DCF per unit, common unit coverage and total unit
coverage under three scenarios     

.  adjusted for actual 1998, which was based on historical results of
operations through July 31, 1998 and assumed normal weather for the
remainder of 1998,     

.  normalized 1998, which was based on the 1998 budget and assumed normal
weather and     

.  projected 1999, which assumed normal weather.     

67

The results are as follows:     

15-Year Weather       30-Year Weather
--------------------- ---------------------
Star Gas              Star Gas
Stand-alone Pro Forma Stand-alone Pro Forma
----------- --------- ----------- ---------

Accretion
1998 Adjusted for Actual..........               $0.26                 $0.26
1998 Normalized...................                0.53                  0.56
1999 Projected....................                0.54                  0.58
Common unit coverage
1998 Adjusted for Actual..........    0.96x       0.89x     0.96x       0.89x
1998 Normalized...................    1.22        1.25      1.38        1.39
1999 Projected....................    1.30        1.33      1.51        1.51
Total unit coverage
1998 Adjusted for Actual..........    0.58x       0.66x     0.58x       0.66x
1998 Normalized...................    0.74        0.94      0.84        1.05
1999 Projected....................    0.81        1.00      0.92        1.13

Analysis of Acquisition Premiums to Market Value

A.G. Edwards analyzed the premium of the implied consideration to be received
by common stockholders using the implied consideration of $2.43 for each Petro
share to the market value of the Class A common stock one day, one week, four
weeks, three months and one year prior to August 14, 1998, the day the
agreement in principle relating to the transaction was announced (the
"Transaction Premiums"). A.G. Edwards reviewed three groups of selected merger
and acquisition transactions of majority or remaining interests involving
domestic public companies, excluding banks, thrifts and trusts, and compared
these transactions with the transaction. The first group included 551 mergers
and corporate transactions announced and completed since January 1, 1996
through October 9, 1998 in which the selling company's share price was equal to
or greater than $10 per share one week prior to the announcement (the "$10 and
Greater Transactions"). The second group included 125 mergers and corporate
transactions announced and completed since January 1, 1996 through October 9,
1998 in which the selling company's share price was less than $10 per share but
greater than $5 per share one week prior to the announcement (the "Greater than
$5 and Less than $10 Transactions"). The third group included 91 mergers and
corporate transactions completed since January 1, 1996 through October 9, 1998
in which the selling company's share price was equal to or less than $5 per
share one week prior to announcement (the "$5 and Less Transactions"). A.G.
Edwards compared the mean values for the $10 and Greater Transactions, the
Greater than $5 and Less than $10 Transactions, and the $5 and Less
Transactions, respectively, to the Transaction Premiums. The results are as
follows:     

Premium to stock                       Mean of         Mean of          Mean of
price prior to           Petro at    Transactions   Transactions      Transactions
announcement on       $2.43 per Unit Equal to or   Greater Than $5    Equal to or
August 14th:           Offer Price   Less Than $5 and Less Than $10 Greater Than $10
- ----------------      -------------- ------------ ----------------- ----------------

One day prior:           29.6%        39.7%           34.3%            28.1%
One week prior:          38.9%        48.8%           42.3%            32.7%
Four weeks prior:        17.8%        55.4%           48.5%            39.6%
Three months prior:      52.5%        67.1%           58.0%            77.9%
One year prior:         -19.0%        53.8%           45.8%            53.2%

68

A.G. Edwards observed that the Class A common stock price has declined since
the announcement of the agreement in principle of the transaction and that the
premium of the implied consideration to be received by common stockholders,
based on the Class A common stock price as of October 14, 1998, was 135.6%.

Contribution Analysis

A.G. Edwards analyzed the relative pro forma contribution of each of Star Gas
Partners and Petro to the ownership of capital in Star Gas Partners pro forma
for the transaction based on Star Gas Partners' and Petro's historical results
of operations and the General Partner's management projections and the adjusted
projections for Petro. For comparative purposes, A.G. Edwards converted Petro's
historical December 31 fiscal year-end to a September 30 year-end using Petro's
quarterly statements to conform to Star Gas Partners' September 30 year-end.
The results are as follows:     

RELATIVE CONTRIBUTION ANALYSIS     

GROSS PROFIT                        EBITDA
--------------                   --------------
STAR GAS PETRO                   STAR GAS PETRO
-------- -----                   -------- -----

1996............................  24.3%   75.7% 1996.............  31.3%   68.7%
1997............................  29.4%   70.6% 1997.............  39.8%   60.2%
1998 Normalized.................  28.4%   71.6% 1998 Normalized..  32.1%   67.9%
1999 Projected..................  29.1%   70.9% 1999 Projected...  33.5%   66.5%

A.G. Edwards compared these figures to the percentage of the implied firm value
attributable to Star Gas Partners of 37.1%, which was calculated by subtracting
the implied aggregate purchase price of Petro's heating oil assets, as
described in the comparable transactions analysis, from the pro forma market
capitalization of Star Gas Partners (pro forma common units multiplied by the
market price of the common units plus the pro forma senior subordinated units,
junior subordinated units and general partner units multiplied by their implied
values based on the implied unit analysis plus the pro forma book value of debt
less pro forma cash) divided by the pro forma market capitalization of Star Gas
Partners.     

Discounted Cash Flow Analyses

A.G. Edwards performed discounted cash flow analysis using the Adjusted
Projections for Petro (the "Petro Cash Flow Analysis"). In performing the Petro
Cash Flow Analysis, A.G. Edwards discounted back to December 31, 1998, using a
discount rate range of 13.4% to 13.9% based upon Petro's weighted average cost
of capital, the sum of

. the projected tax-adjusted operating cash flows for 1999 to 2002; and

. the terminal value for 2002 (the "Petro Terminal Value").     

The Petro Terminal Value was determined based on projected 2002 EBITDA and a
terminal EBITDA multiple range of 6.0x to 8.0x. The Petro Cash Flow Analysis
indicated a present value of the equity of Petro in the range of $44.8 million
to $113.5 million for 15-year weather and $60.1 million to $131.9 million for
30-year weather, respectively. A.G. Edwards compared the results from the Petro
Cash Flow Analysis to the equity value being paid for Petro's heating oil
business, which

69

A.G. Edwards calculated to be $25.5 million based on the implied consideration
being paid to each of the common stockholders less the implied value of the
subordinated units and the general partner interest currently owned by Petro
that will be effectively retired as part of this transaction.     

A.G. Edwards also performed discounted cash flow analyses of Star Gas
Partners based on the General Partner's management projections and Star Gas
Partners pro forma for the transaction based on the General Partner's
management projections and the Adjusted Projections for Petro. In performing
the Star Gas Partners cash flow analyses, A.G. Edwards discounted back to
September 30, 1998, using a discount rate range of 6.8% to 7.2% for Star Gas
Partners and 7.3% to 7.7% for Star Gas Partners pro forma for the transaction
based upon the weighted average cost of capital for each, respectively, the sum
of     

. the projected tax-adjusted operating cash flows for 1999 to 2002; and

. the terminal values for 2002.     

Star Gas Partners terminal values were determined based on 2002 projected
EBITDAs and a terminal EBITDA multiple range of 9.0x to 11.0x. Based on the
Star Gas Partners cash flow analyses and the ratio of the common units
outstanding as of the date of the A.G. Edwards opinion to total units
(including the general partner interest) outstanding as of that date, A.G.
Edwards calculated the net present value attributable to the original Star Gas
Partners common units and compared it to the present value attributable to the
original Star Gas Partners common units pro forma for the transaction. The
range of values were $90.8 million to $118.3 million for 15-year weather and
$101.4 million and $130.7 million for 30-year weather, respectively, for Star
Gas Partners and $126.0 million to $161.1 million for 15-year weather and
$136.9 million to $173.9 million for 30-year weather, respectively, for Star
Gas Partners pro forma for the transaction.     

Comparable Transactions Analysis

A.G. Edwards noted that, because Petro is the only publicly traded home
heating oil distribution company, public disclosure regarding transactions in
the home heating oil distribution industry was extremely limited. A.G. Edwards
analyzed the financial terms related to divestitures by Petro of three of its
heating oil branches and compared them to the implied multiples of the implied
aggregate purchase price of Petro's heating oil assets. The analyzed
divestitures were

.  Punderson, a division of Petro located in Springfield, Massachusetts,

. A division of Petro located in southern New Hampshire and     

. TLC, a division of Petro's subsidiary Ocennet located in Hartford,
Connecticut.     

Petro has sold three branches for a range of 8.0x to 9.8x purchase price to
EBITDA multiple.     

In analyzing the implied EBITDA multiple paid for Petro's heating oil assets,
A.G. Edwards considered the following:     

. the implied consideration paid for the common stock;     

. the implied valuation of the subordinated units and general partner
interest of Star Gas Partners currently owned by Petro;     

70

. the redemption value of certain of Petro's indebtedness and preferred
stock;     

. the value of certain of Petro's indebtedness that will remain outstanding
subsequent to the transaction;     

. consent fees paid to certain of Petro's debt holders;     

. an estimate of all of the transaction costs associated with the
transaction; and     

. Petro's normalized 1997 EBITDA, normalized 1998 EBITDA and projected 1999
EBITDA based on the Adjusted Projections for Petro.     

Based on this information, the normalized 1997 EBITDA, normalized 1998 EBITDA
and projected 1999 EBITDA implied multiples paid for Petro's heating oil assets
were 8.3x, 8.0x and 7.7x for 15-year weather, respectively, and 8.3x, 7.6x and
7.3x for 30-year weather, respectively.     

Analysis of Selected Publicly Traded Companies

A.G. Edwards used publicly-available information to compare selected
financial and market trading information for Star Gas Partners to Star Gas
Partners pro forma for the transaction and to a group of selected retail
propane distributors, all of which are also master limited partnerships (the
"Partnership Comparable Group"). The retail propane distributors in the
Partnership Comparable Group were selected by A.G. Edwards based on the
similarity of their businesses to that of Star Gas Partners.     

. The Partnership Comparable Group was comprised of:     

- AmeriGas Partners, L.P.               - Heritage Propane Partners, L.P.

- Cornerstone Propane Partners,         - National Propane Partners, L.P.
L.P.                                 

- Ferrellgas Partners, L.P.             - Suburban Propane Partners, L.P.

. No partnership used in the analysis is identical to Star Gas Partner.

71

A.G. Edwards' analysis involves complex considerations and judgments
concerning differences in the potential financial and operating characteristics
of the Partnership Comparable Group and other factors regarding the trading
values of the Partnership Comparable Group. The financial information reviewed
included, among other things: (1) market capitalization (equity market value
(common units plus subordinated units and implied general partner units
multiplied by the market price of the common units) plus the book value of debt
plus minority interest less cash) to latest twelve month ("LTM") EBITDA and
1999 estimated EBITDA based on currently available research estimates;
(2) equity market value to LTM DCF and 1999 estimated DCF based on currently
available research estimates; and (3) distribution yield. Such analysis for
Star Gas Partners and Star Gas Partners pro forma for the transaction was based
on the general partner's management projections and the Adjusted Projections
for Petro; the closing price of Star Gas Partners' common units on October 14,
1998 of $19.56 and a $2.20 annualized minimum quarterly distribution for Star
Gas Partners stand-alone and a $2.30 annualized minimum quarterly distribution
for Star Gas Partners pro forma. The results are as follows:     

STAR STAND-
ALONE         PRO FORMA
--------------- --------------- 
15-YEAR 30-YEAR 15-YEAR 30-YEAR PUBLIC COMPANY PUBLIC COMPANY
WEATHER WEATHER WEATHER WEATHER    MEDIANS         RANGES
------- ------- ------- ------- -------------- --------------

Yield                     11.2%   11.2%   11.8%   11.8%       10.1%      9.1% to 22.3%
Firm value/LTM EBITDA     12.5x   12.5x   10.0x   10.0x       11.6x     9.0x  to 12.7x
Firm value/1999E EBITDA   10.2x    9.6x    8.1x    7.7x        9.2x     8.4x  to 11.1x
Equity Market Cap/LTM
DCF                      15.4x   15.4x   12.5x   12.5x       13.4x     8.1x  to 15.3x
Equity Market Cap/1999E
DCF                      10.6x    9.6x    8.1x    7.4x        9.8x     4.9x  to 12.2x

Terms of A.G. Edwards' Engagement

The terms of the engagement of A.G. Edwards by the special committee are
described in a letter agreement between A.G. Edwards and the special committee.
Pursuant to the terms of the engagement letter, as compensation for rendering
its financial advisory services and the A.G. Edwards opinion to the special
committee, Star Gas Partners agreed to pay A.G. Edwards a fee of $575,000, of
which $75,000 has been paid; $250,000 was due upon the delivery of the A.G.
Edwards opinion; and $250,000 will be due upon the closing of the transaction.
Star Gas Partners has agreed to reimburse A.G. Edwards for all travel and out-
of-pocket expenses incurred in its engagement. Star Gas Partners has also
agreed to indemnify A.G. Edwards against certain liabilities in the engagement
of A.G. Edwards.     

REASONS FOR THE TRANSACTION THAT THE PETRO BOARD CONSIDERED; RECOMMENDATION OF
THE PETRO BOARD

At a special meeting of the Petro board held on October 6, 1998, the Petro
board received presentations concerning, and reviewed the terms of, the
transaction with members of Petro's management and its legal counsel and
financial advisors. At a special meeting held on October 19, 1998, the Petro
board unanimously determined that the transaction is fair to, and in the best
interests of, the public common stockholders. The Petro board expressly adopted
the conclusions and analysis of Dain Rauscher Wessels concerning the fairness
of the transaction to public common stockholders. Accordingly, the Petro board
has unanimously approved the merger agreement and exchange agreement and
unanimously recommends that the common stockholders vote FOR the approval of
the acquisition proposal at the special meeting. See "--Background of the
Transaction."     

72

During the course of its deliberations, the Petro board with the assistance
of management and its legal and financial advisors, considered the following
potential advantages of the transaction:     

. Petro is the largest home heating oil distributor in the U.S. and
the principal consolidator of that highly fragmented industry. However,
Petro does not have the financial flexibility to fully capitalize upon
the acquisition, operating and corporate branding opportunities resulting
from this position. This transaction will recapitalize Petro providing it
with access to lower cost capital to better realize these growth
opportunities.     

. As part of a publicly-traded limited partnership, Petro's home heating
oil operations should receive an improved market valuation. Due to high
financing costs and amortization of customer lists, Petro does not
currently generate net income for financial reporting purposes. Since
publicly-traded limited partnerships are cash flow oriented and are
valued primarily on a cash distribution basis, the publicly-traded
limited partnership structure corresponds more closely with Petro's focus
on cash flow. The Petro board also believes Star Gas Partners will have
greater investment community awareness as compared to Petro. As the only
public home heating oil company, Petro has had limited securities analyst
research coverage.     

. Based on information provided by its financial advisors, the Petro board
expects the common stockholders to receive partnership units that are
expected to trade at an attractive price compared to the recent trading
price of the common stock. The actual trading price of the senior
subordinated units will depend on a variety of factors, including overall
market conditions for publicly-traded limited partnerships, the trading
level of the common units, the weather in Star Gas Partners areas of
operations and the actual and expected levels of available cash generated
by Star Gas Partners activities.     

. The Petro board believes that the transaction has been structured so the
common stockholders will continue to participate in the expected benefits
from Petro's operating and corporate branding opportunities. If Petro
achieves certain financial goals within the five-year period after
closing, the holders of senior subordinated units, junior subordinated
units and general partner units will receive up to an additional 909,000
senior subordinated units. This enables common stockholders to continue
to participate in Petro's future performance. While there is no assurance
these goals will be achieved, the Petro board believes that they are
realistic and, if achieved, could provide significant additional value
to common stockholders.     

. Although Petro has historically paid cash dividends to its common
stockholders, these dividends have been suspended. Star Gas Partners
generally distributes to its partners the cash it generates from its
operations. While there can be no assurance, this should give common
stockholders an increased probability of a resumption of annual
distributions.     

. The senior subordinated units will be allocated certain incentive
distribution rights previously held by the general partner. To the extent
that Star Gas Partners generates cash above certain target distribution
levels, the holders of senior subordinated units may receive increased
cash distributions.     

. The public common stockholders will receive senior subordinated units
that must receive their full minimum quarterly distribution prior to any
payments being made on the junior subordinated units and the general
partner units.     

73

During the course of its deliberations, the Petro board also considered the
following potential disadvantages of the proposed transaction:     

. Unitholders in Star Gas Partners have substantially different, and
probably fewer, legal rights than common stockholders.     

. There is no current trading market for the senior subordinated units and
even though they will be listed on the New York Stock Exchange, there are
no assurances that any active trading market will exist after the closing
of the transaction. It is expected that the senior subordinated units
will trade at a lower price than the common units.     

. Distributions on the senior subordinated units, junior subordinated units
and general partner units are not guaranteed and are subordinated to
distributions on the common units. Further, distributions on the senior
subordinated units, junior subordinated units and general partner units
are in general limited to the amount of distributable cash generated
after the transaction. Therefore, there is significant uncertainty as to
the amount and timing of those distributions.     

. Star Gas LLC, the new general partner in Star Gas Partners, may have a
greater number of conflicts of interest than the directors of Petro.     

. Star Gas Partners' propane operations, like Petro's home heating oil
business, is negatively affected by warm weather during the winter
months.     

. Star Gas Partners may face difficulties in the future in making
attractive acquisitions in the propane industry because of the highly
competitive nature of the industry.     

. Common stockholders that are tax-exempt entities, regulated investment
companies or foreign taxpayers may determine that holding an interest in
Star Gas Partners may be unattractive from a tax perspective. If certain
of these investors sell their senior subordinated units following
the transaction, the market price of the senior subordinated units could
fall substantially.     

The Petro board also considered the following factors:     

. The Petro board placed significant weight on the Dain Rauscher Wessels
opinion, that the transaction is fair, from a financial point of view, to
the public common stockholders. The Petro board considered the valuation
methods used by Dain Rauscher Wessels in rendering the Dain Rauscher
Wessels Opinion to be appropriate and has adopted the Dain Rauscher
Wessels opinion in reaching their determination as to the fairness of the
transaction to the public common stockholders. The Petro board did not
perform its own financial analysis. (see page 75).     

. The projections prepared by Star Gas Partners and Petro (see page 85).

. The terms of the exchange agreement, merger agreement and amendment to
the partnership agreement (see pages 93, 96 and 108).     

. The conditions to the completion of the transaction (see page 98).     

. The background which resulted in the development of the structure of the
transaction (see page 48).     

. The conflicts of interest in structuring the transaction (see page 40).

. Recent trading prices for the common units and the common stock (see page
155).     

74

The foregoing discussion of information and factors considered and given
weight by the Petro board is not intended to be exhaustive. Except for the Dain
Rauscher Wessels opinion on which it placed significant weight, in view of the
wide variety of factors considered in its evaluation of the transaction, the
Petro board did not find it practicable to, and did not, quantify or otherwise
attempt to assign relative weights to the specific factors considered
in reaching their determination. In addition, individual members of the Petro
board may have given different weights to different factors.     

The Petro Board unanimously recommends that the Common Stockholders vote FOR
the Acquisition Proposal at the Special Meeting.

Opinion of Dain Rauscher Wessels

On May 14, 1998, the Petro board retained Dain Rauscher Wessels to render an
opinion to the Petro board concerning the fairness, from a financial point of
view, of the consideration to be received by the public common stockholders in
the merger. On October 6, 1998, Dain Rauscher Wessels rendered to the Petro
board the Dain Rauscher Wessels opinion that, as of the date of the opinion,
and based upon and subject to the factors and assumptions described in that
opinion, the consideration to be received by the public common stockholders in
the merger was fair, from a financial point of view, to the public common
stockholders.     

The full text of the Dain Rauscher Wessels opinion, which describes the
principal assumptions made, matters considered and qualifications and
limitations on the review undertaken by Dain Rauscher Wessels in rendering its
opinion, is attached as Annex E to the proxy statement and is incorporated by
reference. The summary of the Dain Rauscher Wessels opinion in this proxy
statement is qualified in its entirety by reference to the full text of the
opinion. Common stockholders are urged to read the opinion carefully and in its
entirety. The Dain Rauscher Wessels opinion was provided to the Petro board for
its information and is directed only to the fairness from a financial point of
view of the consideration to be received by the public common stockholders from
the merger. The Dain Rauscher Wessels opinion does not address the merits of
the underlying decision by Petro to engage in the merger and does not
constitute a recommendation to any common stockholder as to how that holder
should vote on the approval and adoption of the merger agreement or any matter
related to it.     

The summary set forth below does not purport to be a complete description of
the analyses underlying the Dain Rauscher Wessels opinion or the presentation
made by Dain Rauscher Wessels to the Petro board. The preparation of a fairness
opinion is a complex analytical process involving various determinations as to
the most appropriate and relevant methods of financial analysis and
the application of those methods to the particular circumstances. Therefore,
this opinion is not readily susceptible to partial analysis or summary
description. In arriving at its opinion, Dain Rauscher Wessels did not
attribute any particular weight to any analysis or factor considered by it, but
rather made qualitative judgments as to the significance and relevance of each
analysis and factor. Accordingly, Dain Rauscher Wessels believes that its
analyses must be considered as a whole and that selecting portions of its
analyses, without considering all of its analyses, would create an incomplete
view of the process underlying the Dain Rauscher Wessels opinion.     

75

In performing its analyses, numerous assumptions were made with respect to
industry performance, general business, economic, market and financial
conditions and other matters, many of which are beyond the control of Dain
Rauscher Wessels, Petro or Star Gas Partners. Any estimates contained in the
analyses performed by Dain Rauscher Wessels are not necessarily indicative of
actual values or future results, which may be significantly more or less
favorable than suggested by the analyses. Additionally, estimates of the value
of businesses or securities do not purport to be appraisals or to reflect the
prices at which those businesses or securities might actually be sold.
Accordingly, the analyses and estimates are inherently subject to substantial
uncertainty. The Dain Rauscher Wessels opinion and Dain Rauscher Wessels'
presentation to the Petro board were among several factors taken into
consideration by the Petro board in making its determination to approve the
merger agreement. Consequently, the Dain Rauscher Wessels' analyses described
below should not be viewed as determinative of the decision of the Petro Board
or Petro's senior management to engage in the merger.     

In arriving at the Dain Rauscher Wessels opinion, Dain Rauscher Wessels
reviewed the most recently available drafts of the merger agreement, the
Amended and Restated Partnership Agreement, the proxy statement of Petro and
Star Gas Partners filed as a part of the registration statement on Form S-4 of
Star Gas Partners, and certain publicly available financial information
concerning Petro and Star Gas Partners. In addition, Dain Rauscher Wessels
reviewed certain internal analyses, forecasts and other internal information
concerning the businesses and operations of Petro and Star Gas Partners
prepared by the respective senior managements of Petro and Star Gas Partners.
Dain Rauscher Wessels also met with the senior managements of Petro and Star
Gas Partners to discuss the businesses, operations and prospects of Petro and
Star Gas Partners. Dain Rauscher Wessels also considered certain long-term
strategic benefits of the merger, both operational and financial, that were
described to Dain Rauscher Wessels by the senior managements of Petro and Star
Gas Partners. Dain Rauscher Wessels reviewed the terms of the transaction in
relation to, among other things, current and historical market prices and
trading volume for the Class A common stock and the common units; the
respective companies' cash flow, net income and book value per share/unit;
the capitalization and financial condition of Petro and Star Gas Partners; the
pro forma financial impact of the merger on Petro and Star Gas Partners,
including the potential relative ownership of various classes of units of Star
Gas Partners after the merger by the current holders of common stock and
the current unitholders of Star Gas Partners; and, to the extent publicly
available, the terms of recent merger and acquisition transactions involving
comparable companies. In addition, Dain Rauscher Wessels reviewed the merger
premiums paid in recent stock-for-stock acquisitions of public companies
generally, and energy industry companies in particular. Dain Rauscher Wessels
also analyzed certain financial, stock market and other publicly available
information relating to the business of other companies and partnerships whose
operations Dain Rauscher Wessels considered comparable to the respective
operations of Petro and Star Gas Partners. In addition to the foregoing, Dain
Rauscher Wessels considered other information, financial studies, analyses and
investigations and financial, economic and market criteria as Dain Rauscher
Wessels deemed relevant in arriving at the Dain Rauscher Wessels opinion.     

In preparing the Dain Rauscher Wessels opinion, Dain Rauscher Wessels did not
independently verify any of the foregoing information, and relied upon the
information being complete and accurate in all material respects. Dain Rauscher
Wessels assumed, with Petro's consent, that the financial     

76

forecasts provided to Dain Rauscher Wessels and discussed with Dain Rauscher
Wessels were reasonably prepared on a basis reflecting the best currently
available estimates and judgments of the senior managements of Petro and Star
Gas Partners as to the respective expected future performance of Petro and Star
Gas Partners, and of the combined companies subsequent to the proposed merger.
In addition, Dain Rauscher Wessels did not conduct a physical inspection or
make an independent evaluation or appraisal of the assets of Petro or Star Gas
Partners, nor was Dain Rauscher Wessels furnished with any evaluation or
appraisal. Dain Rauscher Wessels assumed that the merger will be accounted for
as a purchase transaction under generally accepted accounting principles, and
will be a taxable event to the public common stockholders. In rendering the
Dain Rauscher Wessels opinion, Dain Rauscher Wessels assumed that in the course
of obtaining the necessary regulatory and governmental approvals for the
proposed merger, no restriction will be imposed that will have a material
adverse effect on the contemplated benefits of the proposed merger. Dain
Rauscher Wessels also assumed that the final form of the merger agreement would
be substantially similar to the last draft reviewed by Dain Rauscher Wessels.
The Dain Rauscher Wessels opinion is based on circumstances as they existed and
could be evaluated on, and the information made available to Dain Rauscher
Wessels, as of the date of the Dain Rauscher Wessels opinion.     

For purposes of rendering the Dain Rauscher Wessels opinion, Dain Rauscher
Wessels assumed, in all respects material to its analyses, that the
representations and warranties of each party to the merger agreement and all
related documents and instruments contemplated by it were true and correct in
all material respects, that each party to those documents will perform all of
the covenants and agreements required to be performed by that party under such
documents, and that all conditions to the merger will be satisfied without
waiver thereof.     

The following is a brief summary of the material analyses performed by Dain
Rauscher Wessels in its preparation of the Dain Rauscher Wessels opinion.     

Unit Reference Value Analysis

Dain Rauscher Wessels performed a unit reference value analysis to determine
ranges of reference values for the common units, senior subordinated units and
junior subordinated units/ general partner units. In Dain Rauscher Wessels'
judgment, this analysis was required because the senior subordinated units and
junior subordinated units/general partner units are newly-created classes of
units for which no prior market trading data exists. A range of reference
values was calculated for the common units in order that they could be
evaluated on a basis consistent with the other classes of units. Moreover, the
determination of reference values for the senior subordinated units and junior
subordinated units/general partner units was required in order for Dain
Rauscher Wessels to analyze the absolute and relative values of each class of
unit, as well as to evaluate the aggregate value of the consideration being
received by holders of common stock in the merger.     

To determine a reference range of values for each class of unit, Dain
Rauscher Wessels employed a discounted distribution model based upon Petro
senior management's forecasts for the pro forma combined entity from the year
ended September 30, 1998 through the year ended September 30, 2002, assuming
15-year weather ("15-Year Weather Case") and 30-year weather ("30-Year Weather
Case"). Dain Rauscher Wessels also examined a case in which distributions per
unit remained at $2.30 over the forecast period (the "Downside Case"), and a
case in which

77

distributions increased at a slower rate than in the 15-Year Weather Case and
the 30-Year Weather Case (the "Dain Rauscher Wessels Case"). Factors examined
included the Indicated Distributions (the minimum quarterly distribution and
other distributions of Available Cash from Operating Surplus); the additional
senior subordinated units to be issued based upon the performance of Petro; and
the incentive distributions which are to be shared pro rata by the senior
subordinated units and junior subordinated units/general partner units if
distributions of Available Cash exceed target distribution levels. Dain
Rauscher Wessels discounted projected distributions for each class of units to
a net present value employing discount rates which, in Dain Rauscher Wessels'
professional judgment, reflected:     

(1) prevailing market yields for the common units and publicly-traded units
of other propane distribution master limited partnerships;     

(2) the structural subordination of the various classes of units and     

(3) the relative risks associated with the Indicated Distributions, the
additional senior subordinated units to be issued based upon the
performance of Petro and the incentive distributions.     

For each class of unit, net present terminal values were calculated employing
a perpetuity valuation based upon the discount rate employed for a given class
of distribution and the amount of the projected distributions in the year
ending September 30, 2002. To reflect the lack of marketability of the junior
subordinated/general partner units, Dain Rauscher Wessels considered a range of
discounts and applied a discount of 22% to the net present values calculated
for the junior subordinated/general partner units. For the common units,
discount rates of 9.0%-11.3% were applied to the projected Indicated
Distributions. For the senior subordinated units, discount rates of 9.8%-13.3%
were applied to the projected Indicated Distributions, discount rates of 12.5%-
14.3% were applied to the projected additional senior subordinated units to be
issued based upon the performance of Petro and discount rates of 13.0%-14.8%
were applied to the projected incentive distributions. For the junior
subordinated/general partner units, discount rates of 10.5%-14.3% were applied
to the projected Indicated Distributions, discount rates of 12.5%-14.3% were
applied to the projected additional senior subordinated units to be issued
based on the performance of Petro and discount rates of 13.0%-14.8% were
applied to the projected incentive distributions. The results of the unit
reference value analysis and other key assumptions made are detailed in the
table below.     

Dain
15 Year  30 Year  Rauscher
Downside Weather  Weather  Wessels
Case     Case     Case     Case
-------- -------- -------- --------

Common Unit Reference Value................ $  20.75 $  26.33 $  31.55 $  22.54
Senior Subordinated Unit
Unit Reference Value..................... $  17.74 $  26.90 $  35.62 $  22.76
Unit Exchange Ratio......................  0.13064  0.13064  0.13064  0.13064
Implied Merger Value per Petro Share..... $   2.32 $   3.51 $   4.65 $   2.97
Junior Subordinated/General Partner Unit
Unit Reference Value..................... $  12.91 $  19.53 $  26.16   $16.67
Unit Exchange Ratio......................  0.15909  0.15909  0.15909  0.15909
Implied Merger Value per Petro Share..... $   2.05 $   3.11 $   4.16 $   2.65

78

For purposes of performing its other analyses, Dain Rauscher Wessels employed
the unit reference values implied by the Dain Rauscher Wessels Case as
reference values for the subject units. Dain Rauscher Wessels calculated that
the $2.97 implied merger value ("Implied Merger Value") for the senior
subordinated units was comprised of the sum of net present values of $2.54
attributable to the indicated distributions and $0.43 attributable to the
additional senior subordinated units to be issued based on the performance of
Petro and incentive distributions. Dain Rauscher Wessels calculated that the
$2.65 Implied Merger Value for the junior subordinated/general partner units to
be received by the holders of common stock other than the public common
stockholders was comprised of the sum of net present values of $2.24
attributable to the Indicated Distributions and $0.41 attributable to the
additional senior subordinated units to be issued based on the performance of
Petro and incentive distributions.     

Discounted Cash Flow Analysis

Dain Rauscher Wessels performed a discounted cash flow analysis to calculate
the implied price per share of Petro common stock based upon senior
management's projections assuming 15-year weather and 30-year weather from June
30, 1998 through December 31, 2002, and no acquisitions. Using this
information, Dain Rauscher Wessels calculated the net present value of Petro's
unlevered free cash flows from June 30, 1998 through December 31, 2002 using
discount rates ranging from 12.0% to 16.0%. Dain Rauscher Wessels also
calculated the net present terminal value of Petro at December 31, 2002 based
upon multiples of 6.5x to 8.5x EBITDA (earnings before interest, taxes,
depreciation and amortization) in the year ending December 31, 2002, and
discount rates ranging from 12.0% to 16.0%. Dain Rauscher Wessels employed the
capital asset pricing model to determine a weighted average cost of capital for
Petro, and also employed its professional judgment in determining a range of
discount rates for use in the analysis. The sum of the net present values of
the free cash flows and terminal values, less outstanding debt and preferred
stock (net of excess cash), yielded an implied net present value per share of
common stock ranging from $(1.81) to $2.56.     

Inherent in any discounted cash flow analysis are the use of a number of
assumptions, including the accuracy of management's projections, and the
subjective determination of an appropriate terminal value and discount rate to
apply to the projected cash flows of the entity under examination. Variations
in any of these assumptions or judgments and variables beyond management's
control, such as the general and regional economies, worldwide oil and gas
prices, adverse weather conditions and the availability of personnel and
equipment, could significantly alter the results of a discounted cash flow
analysis.

Relative Contribution Analysis

Dain Rauscher Wessels performed a relative contribution analysis to examine
the relationship between the percentage ownership of Star Gas Partners that the
common stockholders would receive pursuant to the merger, and the relative
contribution of Petro to the distributable cash flow of Star Gas Partners on a
pro forma combined basis. In considering the percentage ownership of Star Gas
Partners that the common stockholders would receive pursuant to the merger,
Dain Rauscher Wessels performed calculations on both a gross units basis,
treating all classes of units as identical, as well as an adjusted units basis,
in which the number of units to be received by the common stockholders was     

79

adjusted to reflect the different values of various classes of units implied by
Dain Rauscher Wessels' unit reference value analysis. In calculating the
relative contributions of Petro and Star Gas Partners to the distributable cash
flow of Star Gas Partners on a pro forma combined basis, Dain Rauscher Wessels
considered that Petro, as the owner of Star Gas Corporation and all of Star Gas
Partners' outstanding subordinated units prior to the merger, was the
contributor of the distributable cash flow accruing to that ownership position.

Based upon senior management's normalized estimates for fiscal 1998 for Petro
and Star Gas Partners, and the 15-Year Weather Case assumptions for Star Gas
Partners on a pro forma combined basis for fiscal 1999, Dain Rauscher Wessels
calculated that Petro would provide 46.8% and 56.8% of the distributable cash
flow of Star Gas Partners on a pro forma combined basis in fiscal 1998 and
1999, respectively. Dain Rauscher Wessels determined that, pursuant to the
merger, the common stockholders would receive 48.6% of the ownership of the pro
forma combined entity on a gross units basis, and 47.5% on an adjusted units
basis. Dain Rauscher Wessels also noted that, based on the exchange ratio of
.13064 and assuming that (1) the minimum quarterly distribution is $0.575
following the merger and (2) the minimum quarterly distribution is paid to
holders of senior subordinated units, the public common stockholders who
receive senior subordinated units would receive an annual distribution of $0.30
for each share of common stock exchanged in the merger. Dain Rauscher Wessels
noted that common stock does not presently pay a dividend.     

Net Asset Value Analysis

Dain Rauscher Wessels performed a net asset value analysis to examine values
which might be realized by the common stockholders if Petro pursued orderly
liquidations of its home heating oil business and investment in Star Gas
Partners, and satisfied Petro's obligations to its creditors and preferred
stockholders. For purposes of this analysis, Dain Rauscher Wessels selected six
criteria for valuing Petro's home heating oil business:     

(1) the mean EBITDA multiple paid by Petro in its ten largest acquisitions
of home heating oil businesses in 1996-1997, adjusted for a 10% size
premium;     

(2) the mean price per gallon of target annual volume paid by Petro in
those acquisitions, adjusted for a 10% size premium;     

(3) the mean price per target customer paid by Petro in those acquisitions,
adjusted for a 10% size premium;     

(4) the mean EBITDA multiple paid by Star Gas Partners in its acquisitions
of eleven propane retailers in 1994-1997, adjusted for a 10% size
premium;     

(5) the mean EBITDA multiple paid in the Selected Transactions examined in
Dain Rauscher Wessels' comparable transactions analysis and     

(6) a growth rate adjusted EBITDA multiple implied by an analysis of the
public market multiples of companies engaged in consolidating
fragmented industries.     

80

In each scenario, Dain Rauscher Wessels valued Petro's current investment in
Star Gas Partners by multiplying the number of subordinated units and implied
general partner units by the most recent common unit price, less a 15% discount
to reflect structural subordination. Outstanding debt and preferred stock were
assumed to be liquidated at par or liquidation value, plus applicable
prepayment penalties, and the analysis further assumed $5.0 million of
transaction costs. The results of the net asset value analysis are detailed in
the table below.     

CRITERIA
-----------------------------------
1     2     3     4     5     6   MEDIAN MEAN
----- ----- ----- ----- ----- ----- ------ -----

Implied Value per Share of
Petro Common Stock         $0.00 $2.28 $5.47 $0.21 $1.86 $0.00 $1.04  $1.64

Dain Rauscher Wessels noted that excluding criteria (3) above, the values per
share of common stock implied by these analyses ranged from $0.00 to $2.28,
with a median of $0.21 and a mean of $0.87. Dain Rauscher Wessels believes that
criteria (3) is less reliable as a means of valuing Petro's home heating oil
business due to a lack of consistency in the price per target customer paid by
Petro in such acquisitions. Dain Rauscher Wessels applied its subjective
professional judgment in comparing these values to the Implied Merger Value to
be received in the merger by the public common stockholders.     

Comparable Company Trading Analysis

Using publicly available information, Dain Rauscher Wessels compared, based
upon market trading values as of September 25, 1998, multiples of certain
financial criteria, including:     

. net income,     

. EBITDA,     

. EBIT (earnings before interest and taxes),     

. Cash Flow from Operations (net income plus depreciation and amortization,
deferred taxes and other non-cash items, but not including changes in
working capital accounts),     

. revenues and     

. tangible book value of equity.     

These multiples for Petro calculated using the Implied Merger Value were
compared to certain other companies which, in Dain Rauscher Wessels' judgment,
were comparable to Petro for purposes of this analysis. Dain Rauscher Wessels
noted that Petro is the only publicly-traded company engaged primarily in the
distribution of home heating oil. Accordingly, Dain Rauscher Wessels selected
for comparison companies engaged to varying degrees in the wholesale and retail
marketing and distribution of energy and fuel. Other factors considered by Dain
Rauscher Wessels in selecting companies for comparison included size, financial
condition and geographic scope of operations. The group of companies used in
the comparison included:     

. Adams Resources & Energy, Inc.,     

. Bay State Gas Company,     

. Halstead Energy Corp.,     

. Meteor Industries, Inc.,     

81

. Midcoast Energy Resources, Inc.,     

. National Gas & Oil Company,     

. Streicher Mobile Fueling, Inc.,     

. TransMontaigne Inc. and     

. World Fuel Services Corporation.     

COMPARABLE
COMPANIES
------------
PETRO
STOCK PRICE TO LATEST TWELVE MONTHS   MEDIAN MEAN   (2)
- -----------------------------------   ------ ----- -----

Net Income                            13.8x  20.8x   NM
Cash Flow from Operations             11.1x  11.5x   NM
Tangible Book Value of Common Equity   1.7x   1.6x   NM

NET MARKET CAPITALIZATION (1) TO
LATEST TWELVE MONTHS
- --------------------------------

Revenues                               0.5x   0.7x 0.8x
EBITDA                                10.7x  11.2x 9.8x
EBIT                                  12.1x  14.5x   NM

- --------

NM = Not Meaningful     

(1) Defined as equity market value plus book value of debt and liquidation/book
value of preferred stock, less excess cash and equivalents in excess of a
1.0 working capital ratio.     

(2) Calculated using the Implied Merger Values.     

In addition, Dain Rauscher Wessels used publicly available information, based
upon market trading values as of September 25, 1998, to compare certain
financial criteria for a group of propane distribution master limited
partnerships which Dain Rauscher Wessels considered to be comparable to Star
Gas Partners, including:     

. multiples of latest twelve months EBITDA and Cash Flow from
Operations,     

. distribution yields and     

. debt to book capitalization ratios.     

For purposes of analysis, this group was composed of:     

. Amerigas Partners, L.P.,     

. Cornerstone Propane Partners, L.P.,     

. Ferrellgas Partners, L.P.,     

. Heritage Propane Partners, L.P.,     

. National Propane Partners, L.P. and     

. Suburban Propane Partners, L.P.     

Dain Rauscher Wessels calculated an adjusted equity market value for
each propane distribution master limited partnership by valuing the common
units of each limited partnership at market value, the subordinated units at
65% of the common unit market value, and the general partner units at 85% of
the common unit market value. Dain Rauscher Wessels also calculated an     

82

adjusted market capitalization for each limited partnership as the sum of
adjusted equity market value plus the book value of debt, less cash and
equivalents in excess of a 1.0 working capital ratio.     

COMPARABLE
COMPANIES
-----------  STAR GAS
MEDIAN MEAN  PARTNERS
------ ----  --------

Adjusted Market Capitalization
to Latest Twelve Months EBITDA............................  10.2x 10.5x   11.9x
Adjusted Equity Market Value to Latest
Twelve Months Cash Flow from Operations...................   9.2x  8.7x   10.1x
Common Unit Distribution Yields...........................  10.2% 11.0%   10.6%
Total Debt to Book Capitalization.........................  77.5% 76.5%   65.8%

The comparable company trading analysis is a valuation methodology used by
Dain Rauscher Wessels to determine whether Petro and Star Gas Partners were
reasonably valued by the public trading market, at existing market prices, in
relation to the public trading markets' valuation of similar companies and
partnerships. Dain Rauscher Wessels did not establish any specific valuation
for Petro or Star Gas Partners in this analysis.     

No public company utilized as a comparison is identical to Petro, Star Gas
Partners or the business segment for which a comparison is being made. An
analysis of the results of such a comparison is not mathematical; rather, it
involves complex considerations and judgments concerning differences
in financial and operating characteristics of the comparable companies and
other factors that could affect the public trading value of the comparable
companies to which Petro and Star Gas Partners were being compared.     

Comparable Transactions Analysis

Dain Rauscher Wessels conducted a comparable transactions analysis whereby it
examined the terms of recent publicly disclosed acquisitions of businesses and
assets related to the energy marketing and distribution industry. With respect
to the significant majority of these transactions, public disclosure regarding
purchase price and target financial results was insufficient to permit Dain
Rauscher Wessels to draw conclusions regarding value. Sufficient data did exist
with respect to ten transactions (the "Selected Transactions") which Dain
Rauscher Wessels considered reasonably comparable to the merger. The Selected
Transactions are listed below (Acquisitor/Target):     

. Valero Energy Corporation/Valero Natural Gas Partners, L.P.;     

. Associated Natural Gas Corporation/Grand Valley Gas Company;     

. K N Energy, Inc./American Oil & Gas Company;     

. Panhandle Eastern Corp./Associated Natural Gas Corporation;     

. Natural Gas Clearinghouse/Trident NGL Holding, Inc.;     

. LG&E Energy Corporation/ Hadson Corporation;     

. El Paso Natural Gas Company/Eastex Energy Inc.;     

. PacifiCorp Holdings, Inc./TPC Corporation;     

. Enron Corp./Enron Global Power & Pipelines, L.L.C. and     

. Kinder Morgan Energy Partners, L.P./ Santa Fe Pacific Pipeline Partners,
L.P.     

83

Selected
Transactions
---------------
Equity Consideration to Latest Twelve Months          Median   Mean    Petro (1)
- --------------------------------------------          -------  ------  ---------

Net Income...........................................    37.2x   36.4x     NM
Tangible Book Value of Common Equity.................     2.5x    2.8x     NM
Total Transaction Value to Latest Twelve Months
- -----------------------------------------------
EBITDA...............................................    10.9x   11.4x   10.6x
EBIT.................................................    16.7x   17.1x     NM

- --------

NM = Not Meaningful     

(1) Calculated using the Implied Merger Values.     

Dain Rauscher Wessels also examined multiples paid by Petro in the
acquisitions of retail distributors of home heating oil during 1996-1997. Dain
Rauscher Wessels noted that Petro generally paid higher multiples and values in
its larger acquisitions and that Petro's home heating oil business is
significantly larger than any similar business acquired by Petro.     

Petro Home
All Acquisitions                                    Heating
(Excluding Ten Largest)   Ten Largest Acquisitions       Oil
------------------------  --------------------------   Business
Transaction Value to/per    Median        Mean         Median         Mean         (1)
- ------------------------  ------------ -----------  ------------- ------------  ----------

Latest Twelve Months
EBITDA.................          3.9x         4.1x          4.2x          4.2x      7.4x
Target Gallon of Annual
Volume.................  $      0.55  $      0.55  $       0.89  $       0.84   $  0.87
Target Customer.........  $       533  $       630  $      1,055  $      1,194   $   994

- --------

(1) Calculated using the Implied Merger Values and certain assumptions
regarding the value of Petro's current investment in the Partnership.     

Merger Premiums Analysis

Dain Rauscher Wessels examined percentage premiums paid in all publicly-
disclosed stock-for-stock transactions with transaction values of $100-$500
million since January 1, 1998. Dain Rauscher Wessels also examined percentage
premiums paid in all publicly-disclosed stock-for-stock energy industry
transactions with transaction values of $100-$500 million since January 1,
1994.     

Dain Rauscher Wessels used the Implied Merger Value of $2.97 to calculate the
implied premium to be received pursuant to the merger by the public common
stockholders. Dain Rauscher Wessels also used only the portion of the Implied
Merger Value attributable to the net present value of the indicated
distributions, or $2.54, to calculate an additional set of implied premiums.

Stock-for-
Stock-for-    Stock Energy
Stock         Industry
Transactions,  Transactions,
$100-$500      $100-$500
million, since million, since  Implied Premium to
January 1,     January 1,    Petro Public Common
1998           1994      Stockholders based on
-------------- -------------- ---------------------
Implied   Indicated
Implied Premium                                 Merger  Distributions
to                Median   Mean  Median   Mean   Value     only(1)
- ---------------   ------- ------ ------- ------ ------- -------------

1 Day prior to
Announcement      20.2%   24.6%  13.7%   17.8%  58.6%      35.6%
1 Week prior to
Announcement      30.2%   31.1%  17.6%   20.9%  90.3%      62.7%
4 Weeks prior to
Announcement      33.3%   39.8%  22.6%   25.1%  64.1%      40.3%

- --------

(1) Excludes additional senior subordinated units to be issued based upon the
performance of Petro and the incentive distributions.     

84

Dain Rauscher Wessels' Engagement Agreement

Dain Rauscher Wessels was retained to render the Dain Rauscher Wessels
opinion on the basis of Dain Rauscher Wessels' experience with mergers and
acquisitions in the energy industry, and on the basis of Dain Rauscher Wessels'
experience with energy industry master limited partnerships. Dain Rauscher
Wessels is a nationally recognized investment banking firm and is regularly
engaged in the valuation of businesses and their securities in mergers and
acquisitions, corporate restructurings, negotiated underwritings, secondary
distributions of listed and unlisted securities, private placements and
valuations for corporate and other purposes. In the ordinary course of its
business, Dain Rauscher Wessels and its affiliates may actively trade the debt
and equity securities of Petro and Star Gas Partners for their own account and
for the accounts of customers and, accordingly, may at any time hold a long or
short position in such securities.     

Pursuant to an engagement agreement between Petro and Dain Rauscher Wessels,
Petro paid Dain Rauscher Wessels an engagement fee of $50,000 upon the
execution of the engagement agreement and $375,000 upon the initial delivery of
the written Dain Rauscher Wessels opinion to the Petro board. Petro has agreed
to reimburse Dain Rauscher Wessels for its out-of-pocket expenses not to exceed
$50,000, and to indemnify Dain Rauscher Wessels and its controlling persons
against certain liabilities and expenses relating to or arising out of the
transaction, including certain liabilities under U.S. federal securities laws.
No portion of Dain Rauscher Wessels' fee was contingent upon the closing of the
transaction or whether Dain Rauscher Wessels rendered a favorable opinion with
respect to the proposed merger. The terms of Dain Rauscher Wessels' engagement
agreement with Petro, which are customary for transactions of this nature, were
negotiated at arm's length between Petro and Dain Rauscher Wessels, and the
Petro board was aware of the terms at the time of its approval of the merger
agreement.     

After delivering its opinion, Dain Rauscher Wessels was invited to serve as
one of seven co-managers of the equity offering.     

Certain Projections of Petro and Star Gas Partners     

Petro and Star Gas Partners provided A.G. Edwards and Dain Rauscher Wessels
with certain projected financial data for the years 1999 through 2003. The
projections were not prepared with a view to public disclosure or compliance
with published guidelines of the Securities and Exchange Commission or the
guidelines established by the American Institute of Certified Public
Accountants regarding projections. The projections are included in this proxy
statement only because they were made available to A.G. Edwards and Dain
Rauscher Wessels. These projections were prepared as of September 30, 1998.
Neither A.G. Edwards, Dain Rauscher Wessels nor KPMG Peat Marwick, LLP, Star
Gas Partners' independent certified public accountants, examined, compiled or
applied any procedures with respect to the projections or expressed any opinion
or provided any kind of assurance thereon.     

While presented with numerical specificity, the projections are based on a
variety of assumptions relating to the business of Petro and Star Gas Partners
that, although considered appropriate by Petro and Star Gas Partners at the
time, may not be realized. Moreover, the projections and the assumptions upon
which they are based are subject to significant uncertainties     

85

and contingencies, many of which are beyond the control of Petro and Star Gas
Partners. Consequently, the projections and the underlying assumptions are
necessarily speculative in nature and inherently imprecise, and there can be no
assurance that projected financial results will be realized. It is expected
that there will be differences between actual and projected results, and
projected results and actual results are likely to vary materially from those
shown, and that variance will likely increase over time. None of the financial
advisors, Petro, Star Gas Partners, the special committee nor any of their
respective affiliates or advisors intends to update or otherwise revise the
projections.     

The inclusion of the projections herein should not be regarded as an
indication that the financial advisors, Petro, Star Gas Partners, the special
committee or any of their respective affiliates or advisors considers the
projections likely to be an accurate prediction of future results. Common
unitholders and common stockholders are cautioned not to place undue reliance
on the projections, which should be read in conjunction with the information
relating to the business, assets and financial condition of Star Gas Partners
included herein.     

The projections contain forward-looking information and are subject to a
number of risks discussed elsewhere in this proxy statement. See "Risk
Factors." These risks are likely to cause actual results in the future to
differ significantly from results expressed or implied in the projections.     

The projections described are the most recent versions of numerous
projections provided to the financial advisors. Petro and Star Gas Partners
believe that discussion of earlier versions would not add materially to the
information provided here. Earlier versions have, however, been filed as an
exhibit to the Registration Statement.     

Set forth below is a summary of the projections prepared by Petro and Star
Gas Partners as of September 30, 1998 and provided to the financial advisors.

Petro Projections on a Stand Alone Basis

In order to develop projections for the fiscal years ending December 31,
1999-2003, Petro first began with formulating a revised 1998 normalized budget.
The normalized 1998 budget made certain assumptions relating to revenues and
delivery expenses based on volumes which would be associated with a "normal"
winter. In addition, Petro gave full year impact in the normalized 1998 budget
to $11 million in cost reduction initiatives implemented during 1998. These
estimated annual cost reductions include $3.5 million for the elimination of
corporate and branch overhead, $3.5 million for the rationalization of branch
operating expenses and $4 million in reduced benefit plan, personnel and other
operating expenses. For these purposes, Petro ran two cases assuming that
"normal" weather was based on either     

(a) the historical average temperature of the relevant measurement
statistics over the 15-year period from 1983 through 1997 derived from
information published by the U.S. Department of Commerce-National Oceanic
and Atmospheric Administration ("NOAA") (the "15-Year Case") or

(b) the historical average temperature of the relevant measurement
statistics as published by the NOAA over the 30-year period from 1961
through 1990 (the "30-Year Case").

86

The projections for the fiscal years ending December 31, 1999-2003 were based
on the normalized 1998 budget adjusted for the following:     

(a) base customer attrition of 4.0% annually,

(b) an increase in retail gross margins of $0.01 per gallon annually,

(c) an increase in service revenues and expenses (net of the impact of
attrition) of 2.0% annually,

(d) an increase in net operating costs of 2.0% annually, and

(e) no additional acquisitions due to capital constraints.

87

PETRO PROJECTIONS ON A STAND ALONE BASIS--30-YEAR CASE
(IN THOUSANDS)

FOR THE YEARS ENDING DECEMBER 31,
----------------------------------------------------------
1998      1999      2000      2001      2002      2003
--------  --------  --------  --------  --------  --------

OPERATING INFORMATION
Heating Oil EBITDA...... $ 46,900  $ 45,548  $ 43,867  $ 42,283  $ 40,766  $ 39,288
Distributions(1)........    4,366     4,387     4,965     5,570     5,575     5,579
--------  --------  --------  --------  --------  --------
Total EBITDA............   51,266    49,935    48,832    47,853    46,341    44,867
Depreciation and
Amortization(2)........   28,710    23,500    19,500    15,500    11,500     8,000
--------  --------  --------  --------  --------  --------
EBIT....................   22,556    26,435    29,332    32,353    34,841    36,867
Interest Expense........  (31,444)  (30,971)  (30,675)  (28,749)  (28,083)  (28,035)
--------  --------  --------  --------  --------  --------
Pre-Tax Income..........   (8,888)   (4,536)   (1,343)    3,604     6,758     8,832
Income Taxes............     (500)     (500)     (500)     (500)     (500)     (500)
Equity in Partnership
Earnings...............      997     1,291     1,255     1,283     1,375     1,467
Distributions...........   (4,366)   (4,387)   (4,965)   (5,570)   (5,575)   (5,579)
--------  --------  --------  --------  --------  --------
Net Income(3)........... $(12,757) $ (8,132) $ (5,553) $ (1,183) $  2,058  $  4,220
========  ========  ========  ========  ========  ========
OTHER INFORMATION
Maintenance
Capital Expenditures... $  2,776  $  3,000  $  3,000  $  3,000  $  3,000  $  3,000
Net Debt and Preferred
Stock (4)..............  287,935   284,816   273,995   262,227   251,305   241,809

PETRO PROJECTIONS ON A STAND ALONE BASIS--15-YEAR CASE
(IN THOUSANDS)

FOR THE YEARS ENDING DECEMBER 31,
----------------------------------------------------------
1998      1999      2000      2001      2002      2003
--------  --------  --------  --------  --------  --------

OPERATING INFORMATION
Heating Oil EBITDA...... $ 44,749  $ 43,392  $ 41,769  $ 40,237  $ 38,770  $ 37,342
Distributions(1)........    4,366     2,739     2,941     3,220     3,527     3,861
--------  --------  --------  --------  --------  --------
Total EBITDA............   49,115    46,131    44,710    43,457    42,297    41,203
Depreciation and
Amortization(2)........   28,710    23,500    19,500    15,500    11,500     8,000
--------  --------  --------  --------  --------  --------
EBIT....................   20,405    22,631    25,210    27,957    30,797    33,203
Interest Expense........  (31,444)  (30,971)  (30,675)  (28,869)  (29,283)  (29,235)
--------  --------  --------  --------  --------  --------
Pre-Tax Income..........  (11,039)   (8,340)   (5,465)     (912)    1,514     3,968
Income Taxes............     (500)     (500)     (500)     (500)     (500)     (500)
Equity in Partnership
Earnings...............      442       791       798       799       857       908
Distributions...........   (4,366)   (2,739)   (2,941)   (3,220)   (3,527)   (3,861)
--------  --------  --------  --------  --------  --------
Net Income(3)........... $(15,463) $(10,788) $ (8,108) $ (3,833) $ (1,656) $    515
========  ========  ========  ========  ========  ========
OTHER INFORMATION
Maintenance Capital
Expenditures........... $  2,776  $  3,000  $  3,000  $  3,000  $  3,000  $  3,000
Net Debt and Preferred
Stock(4)...............  290,086   288,620   281,921   274,669   268,992   264,360

- --------

(1) Distributions in 1998 represent actual distributions received on the units
and general partner interest owned by Petro; distributions in 1999-2003
represent expected distributions based on Star Gas Partners' available
cash, which may be less than the full minimum quarterly distribution.     

(2) Depreciation and Amortization declines from period to period since the
existing assets being depreciated or amortized are not replaced on a stand-
alone basis.     

(3) Net income includes equity in Star Gas Partners' earnings but excludes
distributions.     

(4) Reflects total debt less net working capital plus preferred stock.     

88

Star Gas Partners Projections on a Stand Alone Basis     

In order to develop projections for the fiscal years ending September 30,
1999-2003, Star Gas Partners first began with formulating a revised normalized
1998 budget. The normalized 1998 budget made certain adjustments to revenues
and expenses based on the expected increase in volumes which would be
associated with a "normal" winter as well as acquisitions completed during
fiscal 1998. For these purposes, the Partnership ran two cases assuming that
"normal" weather was based on either     

(a) the historical average temperature of the relevant measurement
statistics over the 15-year period from 1983 through 1997 derived from
information published by the NOAA (the "15-Year Case")     

or (b) the historical average temperature of the relevant measurement
statistics as published by the NOAA over the 30-year period from 1961
through 1990 (the "30-Year Case").     

The Projections for the fiscal year ending September 30, 1999 through 2003
include the following additional assumptions:

(a) $10.0 million of acquisitions are made annually,     

(b) the acquisitions are made at a purchase price of 6.5x the first year
EBITDA of the acquired assets,     

(c) additional debt is incurred at an annual interest rate of 7.25%,     

(d) acquisitions are financed with debt and equity such that a pro forma
debt to EBITDA ratio of 4.5x is maintained,     

(e) common units are issued at $22.00 per unit and     

(f) maintenance capital expenditures on the acquired assets are assumed
to be approximately 2.2 cents per retail gallon sold.     

Star Gas Partners Projections on a Stand Alone Basis--30-Year Case     
(In thousands)

For the Years Ending December 31,
----------------------------------------------------------
1998      1999      2000      2001      2002      2003
--------  --------  --------  --------  --------  --------

Operating Information
EBITDA.................. $ 23,722  $ 24,491  $ 26,029  $ 27,566  $ 29,104  $ 30,642
Depreciation and
Amortization...........   12,079    12,358    13,346    14,224    14,938    15,662
--------  --------  --------  --------  --------  --------
EBIT....................   11,643    12,133    12,683    13,342    14,166    14,980
Interest Expenses.......   (8,498)   (8,811)   (9,377)   (9,878)  (10,380)  (10,882)
--------  --------  --------  --------  --------  --------
Pre-Tax Income..........    3,145     3,322     3,306     3,464     3,786     4,098
Income Taxes............      (25)      (25)      (25)      (25)      (25)      (25)
--------  --------  --------  --------  --------  --------
Net Income.............. $  3,120  $  3,297  $  3,281  $  3,439  $  3,761  $  4,073
========  ========  ========  ========  ========  ========
Other Information
Maintenance Capital
Expenditures........... $  2,610  $  2,632  $  2,679  $  2,728  $  2,777  $  2,827
Total Long Term Debt.... $105,000  $113,668  $120,587  $127,506  $134,425  $141,346
Average Units Outstand-
ing
Common Units............    3,859     3,925     4,083     4,253     4,395     4,505
Subordinated Units......    2,396     2,396     2,396     2,396     2,396     2,396
Implied General Partner
Units..................      128       129       132       136       139       141
--------  --------  --------  --------  --------  --------
Total Units.............    6,383     6,450     6,611     6,785     6,930     7,042
========  ========  ========  ========  ========  ========

89

Star Gas Partners Projections on a Stand Alone Basis--15-Year Case     
(In thousands)

For the Years Ending December 31,
----------------------------------------------------------
1998      1999      2000      2001      2002      2003
--------  --------  --------  --------  --------  --------

Operating Information
EBITDA.................. $ 22,316  $ 23,032  $ 24,465  $ 25,898  $ 27,331  $ 28,764
Depreciation and
Amortization...........   12,079    12,358    13,346    14,224    14,938    15,662
--------  --------  --------  --------  --------  --------
EBIT....................   10,237    10,674    11,119    11,674    12,393    13,102
Interest Expenses.......   (8,498)   (8,573)   (8,881)   (9,346)   (9,811)  (10,276)
--------  --------  --------  --------  --------  --------
Pre-Tax Income..........    1,739     2,102     2,238     2,329     2,582     2,826
Income Taxes............      (25)      (25)      (25)      (25)      (25)      (25)
--------  --------  --------  --------  --------  --------
Net Income.............. $  1,714  $  2,077  $  2,213  $  2,304  $  2,557  $  2,801
========  ========  ========  ========  ========  ========
Other Information
Maintenance Capital
Expenditures........... $  2,610  $  2,632  $  2,679  $  2,728  $  2,777  $  2,827
Total Long Term Debt.... $105,000  $107,078  $113,494  $119,909  $126,324  $132,737
Average Units Outstand-
ing
Common Units............    3,859     4,108     4,505     4,795     5,072     5,336
Subordinated Units......    2,396     2,396     2,396     2,396     2,396     2,396
Implied General Partner
Units..................      128       133       141       147       152       158
--------  --------  --------  --------  --------  --------
Total Units.............    6,383     6,637     7,042     7,338     7,620     7,890
========  ========  ========  ========  ========  ========

Star Gas Partners Projections Pro Forma for the Transaction     

Star Gas Partners ran two cases of projections pro forma for the transaction.
The first case assumes that volumes reflect weather normalization based on the
historical average temperature of the relevant measurement statistics over the
15-year period from 1983 through 1997 derived from information published by the
NOAA (the "15-Year Case"). The second case reflects weather normalization based
on the historical average temperature of the relevant measurement statistics as
published by the NOAA over the 30-year period from 1961 through 1997 (the "30-
Year Case").     

The pro forma Projections for the fiscal years ended September 30, 1998
through 2003 include the following additional assumptions:

(a) the specific terms of the merger as described in "The Transaction"
included herein,     

(b) $120 million of new debt issued at 8.50%,     

(c) the redemption of $206.3 million in senior and subordinated notes, the
redemption of $34.2 million in Preferred Stock, and the restructuring
of $66.2 million of senior and subordinated notes,     

(d) issuance of approximately $140.0 million of new common units at $22.00
per common unit,     

(e) acquisitions are financed with debt and equity such that a debt to
EBITDA ratio of up to 4.5x is maintained at all times,     

(f) common units are issued at annualized yields of 9.5% in 1999 and at
9.0% in 2000 and thereafter,     

90

(g) base and projected EBITDA, maintenance capital expenditures,
acquisition and operating assumptions for both Petro and Star Gas
Partners are the same as previously defined in "Petro Projections on a
Stand-Alone Basis" and "Star Gas Partners Projections on a Stand-Alone
Basis",     

(h) annual operating synergies associated with the transaction of $500,000
and     

(i) transaction expenses net of underwriting discounts and commissions of
approximately $8.8 million.     

The pro forma Projections include the following assumptions regarding Petro's
ability to make acquisitions:

(a) $30.0 million of acquisitions are made annually under the 30-Year Case,
and $25.0 million of acquisitions are made annually under the 15-Year
Case,     

(b) acquisitions are made at a purchase price of 4.6x the first year EBITDA
of the acquired assets,     

(c) customer attrition associated with acquisitions is 16.2% in year 1,
12.6% in year 2, 6.8% in year 3, and 6.1% in year 4 and thereafter.

Star Gas Partners Projections     
Pro Forma for Transaction--30-Year Case
(In thousands)

For the Years Ending September 30,
----------------------------------------------------------
1998      1999      2000      2001      2002      2003
--------  --------  --------  --------  --------  --------

Operating Income
Propane EBITDA..........  $ 23,722  $ 24,491  $ 26,029  $ 27,566  $ 29,104  $ 30,642
Heating Oil EBITDA......    46,900    48,881    53,535    57,814    61,900    65,791
Synergistic Savings.....       500       500       500       500       500       500
--------  --------  --------  --------  --------  --------
Pro Forma Combined
EBITDA.................    71,122    73,872    80,064    85,880    91,504    96,933
Depreciation and Amorti-
zation.................    36,097    37,922    41,537    45,047    48,398    51,764
--------  --------  --------  --------  --------  --------
EBIT....................    35,025    35,950    38,527    40,833    43,106    45,169
Interest Expense........   (27,461)  (28,699)  (31,028)  (33,172)  (35,039)  (36,842)
--------  --------  --------  --------  --------  --------
Pre-Tax Income..........     7,564     7,252     7,499     7,660     8,067     8,327
Income Taxes............      (525)     (525)     (625)     (675)     (725)     (775)
--------  --------  --------  --------  --------  --------
Net Income..............  $  7,039  $  6,727  $  6,874  $  6,985  $  7,342  $  7,552
========  ========  ========  ========  ========  ========
Other Information
Maintenance Capital
Expenditures...........  $  6,110  $  6,273  $  6,393  $  6,516  $  6,641  $  6,768
Total Long Term Debt....  $309,154  $342,861  $375,290  $401,458  $426,768  $451,199
Average Units
Outstanding
Common Units............    10,326    10,326    10,351    10,523    10,847    11,195
Senior Subordinated
Units..................     2,767     2,767     3,070     3,373     3,676     3,676
Junior Subordinated
Units..................       577       577       577       577       577       577
General Partner Units...       279       279       279       279       279       279
--------  --------  --------  --------  --------  --------
Total Units.............    13,949    13,949    14,277    14,752    15,379    15,727
========  ========  ========  ========  ========  ========

91

Star Gas Partners Projections     
Pro Forma for Transaction--15-Year Case
(In thousands)

For the Years Ending September 30,
----------------------------------------------------------
1998      1999      2000      2001      2002      2003
--------  --------  --------  --------  --------  --------

Operating Income
Propane EBITDA..........  $ 22,316  $ 23,032  $ 24,465  $ 25,898  $ 27,331  $ 28,764
Heating Oil EBITDA......    44,749    46,094    49,605    52,823    55,897    58,821
Synergistic Savings.....       500       500       500       500       500       500
--------  --------  --------  --------  --------  --------
Pro Forma Combined
EBITDA.................    67,565    69,626    74,570    79,221    83,728    88,085
Depreciation and Amorti-
zation.................    36,097    37,723    40,942    44,054    47,008    49,978
--------  --------  --------  --------  --------  --------
EBIT....................    31,468    31,903    33,628    35,167    36,720    38,107
Interest Expense........   (27,595)  (28,068)  (29,398)  (30,984)  (32,478)  (33,924)
--------  --------  --------  --------  --------  --------
Pre-Tax Income..........     3,873     3,834     4,230     4,183     4,242     4,183
Income Taxes............      (525)     (525)     (525)     (525)     (525)     (525)
--------  --------  --------  --------  --------  --------
Net Income..............  $  3,348  $  3,309  $  3,705  $  3,658  $  3,717  $  3,658
========  ========  ========  ========  ========  ========
Other Information
Maintenance Capital Ex-
penditures.............  $  6,110  $  6,273  $  6,393  $  6,516  $  6,641  $  6,768
Total Long Term Debt....  $309,154  $325,470  $347,719  $368,650  $388,931  $408,537
Average Units
Outstanding
Common Units............    10,326    10,673    11,223    11,632    12,059    12,502
Senior Subordinated
Units..................     2,767     2,767     3,070     3,373     3,676     3,676
Junior Subordinated
Units..................       577       577       577       577       577       577
General Partner Units...       279       279       279       279       279       279
--------  --------  --------  --------  --------  --------
Total Units.............    13,949    14,296    15,149    15,861    16,591    17,034
========  ========  ========  ========  ========  ========

92

THE TRANSACTION

The following discussion includes summaries of the principal provisions of
the merger agreement and the exchange agreement, together with certain
additional information. The descriptions of the merger agreement and the
exchange agreement contained in this proxy statement are not complete and are
qualified in their entirety by reference to the complete text of the merger
agreement and the exchange agreement, copies of which (excluding their exhibits
and schedules) are attached as Annexes A and B of this proxy statement and
incorporated by reference in this proxy statement. Common unitholders and
common stockholders are urged to read the merger agreement, the exchange
agreement and other annexes in their entirety.     

DESCRIPTION OF THE TRANSACTION

The transaction has four principal parts:     

(1) Star Gas Partners' acquisition of Petro, which will be accomplished
through     

. the exchange by certain affiliates of Petro of 11,953,432 shares of
common stock for approximately 858,532 senior subordinated units,
568,478 junior subordinated units and 287,700 general partner units;

. the exchange by the public common stockholders of 14,609,049 shares
of common stock for approximately 1,908,526 senior subordinated
units;     

. the merger of Petro/Mergeco, Inc., a wholly-owned subsidiary of Star
Gas Partners, with and into Petro, with Petro surviving the merger;
and     

(2) The equity offering and the debt offering;     

(3) The withdrawal of Star Gas Corporation as the general partner of Star
Gas Partners and Star Gas Propane and the election of Star Gas LLC as the
successor general partner; and     

(4) The adoption of certain amendments to the partnership agreements of
Star Gas Partners and Star Gas Propane.     

DESCRIPTION OF THE MERGER AND THE EXCHANGE

The Merger

Subject to the terms and conditions of the merger agreement, Petro/Mergeco,
Inc. will merge with and into Petro at the effective time. The separate
corporate existence of Petro/Mergeco, Inc. will end. Petro will survive the
merger and continue its corporate existence as a Minnesota corporation and as a
wholly-owned indirect subsidiary of Star Gas Propane.     

The merger agreement provides that, at the effective time and without any
action on the part of the stockholders, the issued and outstanding shares of
Petro capital stock shall be treated as follows (subject to the treatment of
fractional shares described below):     

. Each share of common stock held by Petro as treasury stock or issued
to Petro/Mergeco, Inc. as a result of the merger will be canceled and
retired;     

. Each outstanding share of common stock (other than treasury shares,
shares held by Petro/Mergeco, Inc. or shares as to which dissenters
rights are perfected under the Minnesota Business Corporation Act)
will be converted into .13064 of a senior subordinated unit;     

93

. Each outstanding share of junior convertible preferred stock will be
converted into .13064 of a common unit;     

. Each outstanding share of public preferred stock will be converted
into the right to receive cash in the amount of $23.00 plus accrued
and unpaid dividends;     

. Each outstanding share of Class B common stock will remain unchanged;

. Each share of common stock held by a dissenting common stockholder
who has perfected his dissenters' rights under the Minnesota Business
Corporation Act, will represent only the right to receive "fair
value" for those shares, as determined under that Act; and     

. Each outstanding vested option to purchase shares of common stock
granted to employees and directors of Petro and its subsidiaries will
be converted into an option to purchase .13064 of a senior
subordinated unit at an exercise price equal to the quotient of
dividing the original exercise price by .13064.     

The number of common units to be issued for common stock and the cash to be
paid for fractional common units may be adjusted if certain changes such as
subdivisions, dividends, splits, reclassification, recapitalization or
combination take place before the effective time.     

No fractional senior subordinated units or common units will be issued in the
merger. In lieu of any fractional senior subordinated units, each holder of
common stock who would otherwise be entitled to receive a fraction of a senior
subordinated unit will receive an amount in cash, without interest, equal to
the product (calculated to the nearest cent) obtained by multiplying the
fraction by the closing price of the senior subordinated units on their first
day of trading on the New York Stock Exchange, as reported in an authoritative
source.     

In lieu of any fractional common units, each holder of junior preferred stock
who would otherwise be entitled to receive a fraction of a common unit, will
receive an amount in cash, without interest, equal to the product (calculated
to the nearest cent) obtained by multiplying the fraction by the average of the
daily last sales prices of common units on the New York Stock Exchange, as
reported in an authoritative source, for the five consecutive trading days
ending on the second trading day preceding the closing date of the merger.     

The Exchange

Subject to the terms and conditions of the exchange agreement, immediately
prior to the merger:     

. Irik P. Sevin, Audrey L. Sevin, Hanseatic Corp. and Hanseatic Americas LDC
will contribute     

--a total of 1,808,400 shares of common stock to Star Gas LLC for all of
the ownership interests of Star Gas LLC; and     

--a total of 3,573,290 shares of common stock to Star Gas Partners for
568,478 junior subordinated units.     

94

. Star Gas LLC will contribute its 1,808,400 shares of common stock for
287,700 general partner units of Star Gas Partners.     

. Certain other affiliated common stockholders of Petro will contribute
6,571,740 shares of common stock for 858,532 junior subordinated units.

RELATED FINANCING AND REFINANCING TRANSACTIONS

An integral element of the transaction is the refinancing of Petro's
outstanding debt and preferred stock in order to substantially reduce Petro's
ongoing borrowing costs, which is expected to increase the cash flow of the
combined entity. This refinancing will be accomplished through several related
transactions that are described below and will close substantially
simultaneously with the closing of the transaction.     

Public Offerings

Key elements in the related financing are the equity offering and the debt
offering. Star Gas Partners will offer for sale to the public approximately 6.8
million common units (assuming an offering price of $20.00 per common unit) the
net proceeds of which are estimated to be $128.3 million. Petro will sell to
the public approximately $120.0 million of notes, the net proceeds of which are
estimated to be $115.4 million. It is expected that Star Gas Partners and Petro
Holdings, Inc. will guarantee the notes issued in the debt offering.     

The net proceeds of the equity offering and the debt offering will be used to
redeem Petro's public debt and preferred stock and to pay for the expenses of
the transaction.     

Description of Exchange of Petro Private Debt and Redemption of Preferred
Stock

Petro has entered into agreements with the holders of     

(1) its outstanding 10.90% senior notes due 2002 in the aggregate
principal amount of $60 million; and     

(2) its 14.1% senior and subordinated notes due 2001 in the aggregate
principal amount of $4.1 million (after payment of the January 1999
installment).     

Under these agreements at the completion of the transaction:     

(a) the holders of the 10.90% senior notes will exchange those notes
for $63.1 million aggregate principal amount of 9.0% senior notes due
2002 of Petro; and     

(b) the holders of the 14.1% senior and subordinated notes will
exchange those notes for $2.2 million aggregate principal amount of
10.25% senior notes due 2001 of Petro and $2.2 million principal amount
of 10.25% subordinated notes due 2001 of Petro. The new 9.0% senior
notes and the new 10.25% senior notes will be guaranteed by Star Gas
Partners and Petro Holdings, Inc.     

95

Petro has also entered into an agreement with the holder of $4.1 million in
face value of its 1989 preferred stock to redeem the 1989 preferred stock at
100% of face value plus accrued but unpaid dividends immediately prior to the
effective time.     

Description of Petro Public Debt and Public Preferred Stock Exchange Offers

In October 1998, Petro completed an exchange offer with the holders of its 10
1/8% notes, 9 3/8% debentures and 12 1/4% debentures and entered into
individually negotiated agreements with the holders of its 12 7/8% preferred
stock.     

Pursuant to the debt exchange offer and the preferred stock agreements, the
holders of approximately 98.5% in aggregate principal amount and liquidation
preference of Petro's public debt and preferred stock exchanged those
securities for a like principal amount and liquidation preference of new
securities, the terms of which are in all material respects the same as the
terms of the old securities, except that     

(1) the new debt securities are senior to the old debt securities, and

(2) the terms of the new debt securities and the new preferred stock     

(a) give Petro the right to redeem these securities at the closing of
the transaction at the following redemption prices:     

. 103.5% of face value for the new 12 1/4% debentures;     

. 100% of face value for the new 10 1/8% notes and the new 9 3/8%
debentures; and     

. $23.00 per share for the new 12 7/8% preferred stock; and     

(b) eliminate substantially all covenants from the indentures under
which the old debt securities were issued. The tendering holders of the
old 12 7/8% preferred stock have also granted Petro an irrevocable
proxy to vote their shares of preferred stock in favor of the
acquisition proposal at the special meeting.     

In the debt exchange offer, Petro issued an aggregate of 786,690 shares of
junior convertible preferred stock to the tendering holders. At the effective
time, pursuant to the merger, those shares will be converted into an aggregate
of 102,773 common units. Holders of these shares have also granted Petro an
irrevocable proxy or have agreed to vote these shares in favor of the
acquisition proposal.     

Description of the Merger Agreement

The following description of the merger agreement is qualified by reference
to the merger agreement itself, which is attached for your review as Annex A.

The Effective Time; Closing

The merger agreement provides that the merger will be effective at the
effective time, which will follow the filing of a certificate of merger with
the Delaware Secretary of State and articles of merger with the Minnesota
Department of State. The closing of the merger will occur after the day on
which the last of the conditions to the merger have been satisfied or waived.

96

Directors and Officers     

Directors of Petro who are also employees of Petro immediately before the
effective time and officers of Petro immediately before the effective time will
be the officers and directors of Petro as the surviving corporation in the
merger.     

Exchange of Certificates in the Merger     

For holders of common stock and junior preferred stock: Promptly after the
effective time, the exchange agent, American Stock Transfer & Trust Company,
will mail transmittal materials to each recordholder of common stock and junior
preferred stock (other than Petro, Petro/Mergeco, Inc. or dissenting common
stockholders) for use in effecting the surrender of their certificates. The
transmittal materials are for use by each recordholder in surrendering his
certificates in exchange for certificates representing senior subordinated
units or common units, as appropriate, and cash for any fractional senior
subordinated units or common units.     

NOTE: COMMON STOCKHOLDERS SHOULD NOT SEND IN THEIR CERTIFICATES UNTIL THEY
RECEIVE TRANSMITTAL MATERIALS FROM THE EXCHANGE AGENT.     

For holders of public preferred stock: Promptly after the effective time, the
exchange agent will mail transmittal materials to each recordholder of public
preferred stock for use in effecting the surrender of his certificates. The
transmittal materials are for use by each recordholder in surrendering his
certificates in exchange for cash in the aggregate amount payable for the
surrendered public preferred stock.     

The exchange agent may impose reasonable and customary terms and conditions
upon the acceptance of certificates in order to effect an orderly exchange.

Notwithstanding the foregoing, neither the exchange agent nor Star Gas
Partners, Petro/Mergeco, Inc. or Petro shall be liable to any former common
stockholder for any amount properly delivered to a public official pursuant to
applicable abandoned property, escheat or similar laws.     

Recordholders of common stock and junior preferred stock immediately before
the effective time who comply with the certificate exchange procedures will be
entitled to receive distributions from Star Gas Partners in respect of the
number of senior subordinated units or common units, as the case may be, into
which their shares of common stock or junior preferred stock have been
converted.     

Covenants of Star Gas Partners and Petro in the Merger Agreement     

The merger agreement generally provides that before the effective time, Petro
and Star Gas Partners will conduct their business in the ordinary course
consistent with past practice, use reasonable best efforts to preserve their
business organizations intact, maintain their rights, franchises, goodwill and
assets, keep available the services of their employees, and preserve their
relationships with customers, suppliers and others.     

97

Representations and Warranties     

The merger agreement includes standard representations and warranties by
Petro and Star Gas Partners as to themselves and their subsidiaries concerning:

. organization, standing and authority;     

. capitalization;     

. the power and authority to execute the merger agreement, including
necessary corporate or partnership approval, subject to equityholder
approval;     

. absence of defaults caused by execution of the merger agreement;     

. the accuracy of financial statements and reports filed with the SEC;     

. pending or threatened litigation;     

. compliance with applicable laws;     

. the absence of undisclosed contracts and defaults;     

. brokers and finders fees;     

. employee compensation and benefit plans and related matters;     

. labor matters;     

. the absence of violations or liabilities under environmental laws;     

. certain tax matters;     

. the absence of any necessary regulatory approvals of the merger, except
under the Hart-Scott-Rodino Act;     

. the conduct of business in the ordinary and usual course and the absence
of certain materially adverse changes;     

. certain insurance matters;     

. the condition and sufficiency of certain tangible assets; and     

. the ownership and rights to use certain intellectual property.     

Conditions to Consummation of the Merger

The merger agreement generally provides that the obligations of each of Petro
and Star Gas Partners to consummate the merger are subject to a number of
conditions, including the following:     

. Approval of the transaction by the common stockholders and the common
unitholders;     

. Expiration of any waiting period under the Hart-Scott-Rodino Act, making
all material filings and obtaining all material approvals;     

. Absence of any order, decree or injunction to prevent the transactions
contemplated by the merger agreement, or any pending governmental action,
proceeding or investigation to enjoin, delay or restrict the transaction;

. Effectiveness of the registration statement relating to the merger;     

. Receipt of legal opinions as to certain corporate, partnership and tax
matters;     

. Approvals of the senior subordinated units and the common units for
listing on the New York Stock Exchange, subject to official notice of
issuance;     

98

. As to Star Gas Partners, no withdrawal of the fairness opinion of A.G.
Edwards; as to Petro, no withdrawal of the fairness opinion of Dain
Rauscher Wessels;     

. Completion of the equity offering and the debt offering;     

. Meeting certain conditions as to refinancing of debt, cash balances and
working capital;     

. No more than 10% of shares of common stock held by dissenting common
stockholders; and     

. Petro's entering into a working capital credit facility of not less than
$30 million satisfactory to the special committee.     

Amendment and Waiver     

The merger agreement provides that prior to the closing, any provision of the
merger agreement may be (1) waived by the party benefitted by that provision or
(2) modified or amended at any time by a written agreement of Petro and Star
Gas Partners if approved by the Petro board and the special committee. The
merger agreement also provides that before the submission of the merger
agreement for approval at the special meeting, Star Gas Partners may change the
method of effecting the combination with Petro, Petro has agreed that the Petro
board will approve any amendments to the merger agreement resulting from that
action by Star Gas Partners provided that it does not (a) alter or change the
amount or kind of consideration to be issued to common stockholders in the
merger, (b) alter the tax treatment of common stockholders as a result of the
merger or (c) materially impede or delay the merger.     

Termination     

The merger agreement may be terminated, and the merger abandoned, at any time
prior to the effective time, whether before or after approval of the merger by
the common unitholders or the common stockholders:     

(a) by the mutual consent of Petro and Star Gas Partners;     

(b) by either Petro or Star Gas Partners     

(i) if the other party materially breaches any of its
representations, warranties and covenants and the breach is not cured
or curable within the prescribed time;     

(ii) if approval under the Hart-Scott-Rodino Act is not received or a
governmental authority enjoins the merger, provided that the
terminating party is not in breach of the merger agreement; or     

(iii) if approval of either the common stockholders or common
unitholders is not obtained; and     

(c) by Star Gas Partners, if the Petro Board, or by Petro, if the Star
Gas Corporation board withdraws or modifies its approval or recommendation
of the merger agreement and its related transactions.     

Furthermore, the merger agreement shall be terminated if the merger is not
completed on or before April 1, 1999 unless the special committee and Petro
elect to extend the termination date.     

If the merger agreement is terminated and the merger is abandoned, neither
Petro nor Star Gas Partners will have any liability or further obligation to
any other party under the merger agreement, except that a party who caused the
termination through its wilful breach will still be liable.     

99

Expenses     

Petro will bear all expenses incurred for the merger agreement and its
contemplated transactions.     

Restrictions on Resales of Senior Subordinated Units by Non-Affiliates and
Affiliates

The common units and senior subordinated units issuable to Petro stockholders
upon completion of the transaction have been registered under the Securities
Act and may be traded freely without restriction by those common stockholders
who are not deemed to be "affiliates" (as defined in the rules promulgated
under the Securities Act) of Star Gas Partners or Petro.     

Common units and senior subordinated units received by those Petro
stockholders who are deemed to be affiliates of Star Gas Partners or Petro at
the time of the securityholder meetings may be resold without registration
under the Securities Act only as permitted by Rule 145 or as otherwise
permitted under the Securities Act. Senior subordinated units received by
persons who are deemed to be "affiliates" of Star Gas Partners may be sold only
in transactions permitted under the provisions of Rule 144 under the Securities
Act, or as otherwise permitted under the Securities Act.     

Selling Unitholders

The registration statement of which this proxy statement forms a part also
covers the reoffering and resale from time to time by the following selling
unitholders who may be deemed to be "affiliates" of Petro within the meaning of
Rule 145 of the following senior subordinated units to be received by the
selling unitholders in the transaction. Star Gas Partners will not receive any
proceeds from the sale of these units by the selling unitholders.     

Number of Senior
Selling Unitholder                     Subordinated Units (a)
------------------                     ----------------------

Phillip Cohen............................................        103,556
Thomas Edelman...........................................        102,203(b)
Richard O'Connell........................................        186,972
Wolfgang Traber..........................................          1,181
Brentwood Corp. .........................................        104,885
Gabes S.A. ..............................................         94,313
Minneford Corp. .........................................         11,188
Fernando Montero.........................................          4,610
M.M. Warburg & Co. ......................................          4,155
Barcel Corp. ............................................         98,814
Hubertus Langen..........................................         96,740
Tortosa GmbH.............................................         39,024
Paul Biddelman...........................................            311
United Capital Corp. ....................................         11,758

- --------

(a) Represents the total number of senior subordinated units owned by each
selling unitholder and the maximum number of senior subordinated units
which could be sold by each selling unitholder.     

(b) Includes 9,929 senior subordinated units owned by Mr. Edelman's wife and
trusts for the benefit of his minor children.     

Plan of Distribution for the Resale Units

The selling unitholders may from time to time sell all or a portion of their
senior subordinated units in transactions on the NYSE, in the over-the-counter
market, in negotiated transactions, pursuant to Rule 144 or otherwise, at
prices then prevailing or related to the then current market price or at
negotiated prices. The senior subordinated units may be sold directly or
through brokers or     

100

dealers or in a distribution by one or more underwriters on a firm commitment
or best efforts basis. The methods by which the senior subordinated units may
be sold include (1) a block trade (which may involve crosses) in which the
broker dealer or dealer engaged will attempt to sell the senior subordinated
units as agent but may position and resell a portion of the block as principal
to facilitate the transaction, (2) purchases by a broker or dealer as principal
and resales by that broker dealer for its account pursuant to this proxy
statement, (3) ordinary brokerage transactions and transactions in which the
broker solicits purchasers or to or through marketmakers, (4) transactions in
put or call options or other rights (whether exchange-listed or otherwise)
established after the effectiveness of the registration statement of which this
proxy statement is a part and (5) privately negotiated transactions. In
addition, any of the senior subordinated units that qualify for sale under Rule
145 under the Securities Act may be sold in transactions complying with that
rule, rather than under this proxy statement.     

In the case of the sale of senior subordinated units effected to or through
broker-dealers, the broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the selling unitholders or the
purchasers of senior subordinated units sold by or through the broker-dealers,
or both. Star Gas Partners is not aware as of the date of this proxy statement
of any agreements between any of the selling unitholders and any broker-dealers
with respect to the sale of senior subordinated units. The selling unitholders
and any broker-dealers or agents participating in the distribution of the
senior subordinated units may be deemed to be "underwriters" within the meaning
of the Securities Act and any commissions received by the broker-dealers or
agents and profits on any resale of senior subordinated units may be deemed to
be underwriting commissions under the Securities Act. The commissions received
by a broker-dealer or agent may be in excess of customary compensation. Star
Gas Partners will receive no part of the proceeds from the sale of any of the
shares of the senior subordinated units by the selling unitholders.     

Star Gas Partners will pay all costs and expenses incurred for the
registration under the Securities Act of senior subordinated units offered by
the selling unitholders, including without limitation all registration and
filing fees, listing fees, printing expenses, fees and disbursements of counsel
and accountants for Star Gas Partners. Each selling unitholder will pay all
brokerage fees and commissions, if any, incurred in the sale of senior
subordinated units owned by him. In addition, Star Gas Partners has agreed to
indemnify the selling unitholders against certain liabilities, including
liabilities under the Securities Act.     

Accounting Treatment of the Transaction

The parties anticipate that the transaction will be accounted for as a
purchase for accounting purposes. See "Unaudited Pro Forma Condensed
Consolidated Financial Information."     

Regulatory Matters Associated with the Transaction

Other than (a) the filing of notice of the proposed transaction with the
United States Department of Justice and the Federal Trade Commission under the
Hart-Scott-Rodino Act, and the lapse of the relevant waiting period prescribed
under them; (b) registration under the Securities Act of the senior
subordinated units and the common units to be issued in the transaction and the
common units to be offered in the equity offering; (c) certain notifications
required to be given by Petro to state and county authorities pursuant to
provisions of certain licenses and permits, and (d) certain tax filings, no
filing with, or approval of any federal or state governmental entity is
required for the transaction.     

101

MANAGEMENT OF STAR GAS PARTNERS AFTER THE TRANSACTION     

General Partner

Since Star Gas Corporation is a wholly-owned subsidiary of Petro and will
become an indirect subsidiary of Star Gas Partners in the transaction, it will
no longer be able to serve as the general partner. At the completion of the
transaction, the general partner of Star Gas Partners and Star Gas Propane
will be Star Gas LLC. The membership interests in Star Gas LLC are owned by
Irik P. Sevin, Audrey L. Sevin, Hanseatic Corp. and Hanseatic Americas LDC. The
officers of Star Gas LLC will be:     

. Irik P. Sevin, Chairman of the Board and Chief Executive;     

. Joseph Cavanaugh, Executive Vice President--Propane and Member of the
Office of President;     

. William G. Powers, Jr., Executive Vice President--Heating Oil and Member
of the Office of President;     

. George Leibowitz, Treasurer;     

. Richard F. Ambury, Vice President;     

. James Bottiglieri, Vice President; and     

. Audrey L. Sevin, Secretary.     

The general partner manages and operates the activities of Star Gas Partners.
Unitholders do not directly or indirectly participate in the management or
operation of Star Gas Partners. The general partner owes a fiduciary duty to
the unitholders. Notwithstanding any limitation on obligations or duties, the
general partner is liable, as the general partner of Star Gas Partners, for all
debts of Star Gas Partners (to the extent not paid by Star Gas Partners),
except to the extent that indebtedness or other obligations incurred by Star
Gas Partners are made specifically non-recourse to the general partner. In
addition, if Star Gas Propane defaults under the First Mortgage Notes or the
bank credit facilities, the general partner will be liable for any deficiency
remaining after foreclosure on Star Gas Propane's assets.     

Board of Directors of Star Gas LLC

At the completion of the transaction, it is expected that the Star Gas LLC
board will consist of the following persons, all of whom currently serve as
directors of Star Gas Corporation: Irik P. Sevin (Chairman of the Board),
Audrey L. Sevin, William G. Powers, Jr., Thomas J. Edelman, Paul Biddelman,
Wolfgang Traber, and William P. Nicoletti. At her request, one of the current
directors of Star Gas Corporation will withdraw as a director upon completion
of the transaction as a result of additional duties associated with a new job.
That director will be replaced by a director selected by the Star Gas LLC
board, and the new director will not be an officer or employee of Star Gas LLC
or any of its affiliates.     

William P. Nicoletti and an independent director to be selected by the Star
Gas LLC board, who are neither officers nor employees of any affiliates of the
general partner, will serve on the audit committee of the Star Gas LLC board.
The audit committee has the authority to review specific matters that the
general partner believes present a conflict of interest. The audit committee
will     

102

determine if the resolution of the conflict proposed by the general partner is
fair and reasonable to Star Gas Partners. Any matters approved by the audit
committee will be:     

. conclusively deemed to be fair and reasonable to Star Gas Partners,     

. approved by all partners of Star Gas Partners and     

. not a breach by the general partner of any duties it may owe Star Gas
Partners or the unitholders.     

In addition, the audit committee:     

. reviews external financial reporting of the Star Gas Partners,     

. recommends engagement of Star Gas Partners' independent accountants and

. reviews the Star Gas Partners' procedure for internal auditing and the
adequacy of Star Gas Partners' internal accounting controls.     

In these additional matters, the audit committee may act on its own
initiative to question the general partner and, absent the delegation of
specific authority by the entire board of directors, its recommendations will
be advisory.     

Officers and Employees of the Star Gas Propane and Petro     

Star Gas Propane. At the completion of the transaction, the officers and
employees of Star Gas Corporation who currently manage the operations and
business of Star Gas Partners will become officers and employees of Star Gas
Propane.     

It is expected that the following persons who currently comprise Star Gas
Corporation's executive officers will continue to serve as executive officers
of Star Gas Propane:     

. Irik P. Sevin, Chairman of the Board;     

. Joseph P. Cavanaugh, President and Chief Executive Officer;     

. David R. Eastin, Vice President-Operations;     

. Richard F. Ambury, Vice President-Finance; and     

. Audrey L. Sevin, Secretary.     

Certain information relating to executive compensation, various benefit plans
(including unit option plans), voting securities and their principal holders,
certain relationships and related transactions and other related matters as to
Star Gas Partners and Star Gas Corporation is incorporated by reference or
described in Star Gas Partners' Annual Report on Form 10-K for the fiscal year
ended September 30, 1998, and is incorporated by reference in this proxy
statement. Securityholders of Star Gas Partners or Petro desiring copies of
these documents may contact Star Gas Partners at its address or telephone
number indicated under "Where You Can Find More Information."     

Petro. At the completion of the transaction the officers and employees of
Petro will continue to be employed by Petro.     

103

The following persons who currently comprise Petro's executive officers are
expected to continue to serve as executive officers of Petro:     

. Irik P. Sevin, Chairman of the Board and Chief Executive Officer;     

. William G. Powers, Jr., President;     

. C. Justin McCarthy, Senior Vice President-Operations;     

. George Leibowitz, Treasurer;     

. James J. Bottiglieri, Controller;     

. Matthew J. Ryan, Vice President-Supply;     

. Angelo Catania, Vice President and General Manager-Mid Atlantic Region;

. John Ryan, Vice-President-Sales and Marketing;     

. Peter B. Terenzio, Jr., Vice President-Human Resources; and     

. Audrey L. Sevin, Secretary.     

Certain information relating to executive compensation, various benefit plans
(including stock option plans), voting securities and their principal holders,
certain relationships and related transactions and other related matters as to
Petro is described in Petro's Annual Report on Form 10-K for the year ended
December 31, 1997, and is incorporated by reference in this proxy statement.
Securityholders of Star Gas Partners or Petro desiring copies of these
documents may contact Petro at its address or telephone number indicated under
"Where You Can Find More Information."     

Reimbursement of Expenses of the General Partner

The general partner does not receive any management fee or other compensation
for its management of Star Gas Partners. The general partner is reimbursed at
cost for all expenses incurred on behalf of Star Gas Partners, including the
costs of compensation described herein properly allocable to Star Gas Partners.
The amended and restated partnership agreement provides that the general
partner shall determine the expenses that are allocable to Star Gas Partners in
any reasonable manner determined by the general partner in its sole discretion.

The general partner will be entitled to distributions on its general partner
units and will be entitled to incentive distributions in respect of those
units, as described under "Cash Distribution Policy."     

Star Gas Partners Structure     

The first chart below illustrates the organization and ownership of Star Gas
Partners, Star Gas Propane and its subsidiary and Star Gas Corporation prior to
the transaction. The second chart illustrates the organization and ownership of
Star Gas Partners, Star Gas Propane and its subsidiaries and Star Gas LLC
immediately following the transaction (without giving any effect to the
issuance of any additional senior subordinated units). The percentages
reflected in the following chart represent the approximate ownership interests
in each of Star Gas Partners and Star Gas Propane, individually, and not on an
aggregate basis.     

104

[GRAPHIC--PRIOR TO TRANSACTION CLOSING] 

105

[GRAPHIC--IMMEDIATELY FOLLOWING TRANSACTION CLOSING]

106

BENEFICIAL OWNERSHIP OF PRINCIPAL UNITHOLDERS AND MANAGEMENT

The following table sets forth the beneficial ownership (as of the record
date) of common units, senior subordinated units, junior subordinated units and
general partner units after giving effect to the transaction by (1) Star Gas
LLC and certain beneficial owners and all of the directors of Star Gas LLC, (2)
each of the named executive officers of Star Gas Corporation and Petro, and (3)
all directors and executive officers of Star Gas Corporation and Petro as a
group. The address of each of these persons is c/o Star Gas Partners, L.P. at
2187 Atlantic Street, Stamford, CT 06912-0011.     

Senior                Junior           General Partner
Common Units       Subordinated Units    Subordinated Units          Units
-------------------- --------------------- --------------------- ---------------------
Name           Number    Percentage Number     Percentage Number     Percentage Number     Percentage
----           ------    ---------- -------    ---------- -------    ---------- -------    ----------

Star Gas LLC............     --        --%         --        --%         --         --%   287,700(a)    100%
Irik P. Sevin...........     --        --          --        --      99,514       17.5    287,700(d)    100
Audrey L. Sevin.........     --        --          --        --     248,718       43.8    287,700(d)    100
Wolfgang Traber......... 10,400(b)      *       1,181         *     220,246(c)    38.6    287,700(d)    100
Paul Biddelman..........     --        --         311         *     220,246(c)    38.6    287,700(d)    100
Thomas Edelman..........     --        --     102,203(e)    3.7          --         --         --        --
Richard F. Ambury.......    625         *          46         *          --         --         --        --
George Leibowitz........     --        --          --         *          --         --         --        --
C. Justin McCarthy......     --        --          --        --          --         --         --        --
Vincent De Palma........     --        --       1,306         *          --         --         --        --
Angelo Catania..........     --        --         327         *          --         --         --        --
David Eastin............     --        --          --        --          --         --         --        --
Joseph G. Cavanaugh.....     --        --          65         *          --         --         --        --
William G. Powers.......     --        --          --        --          --         --         --        --
All officers and
directors and Star Gas
LLC as a group
(14 persons)........... 11,025         *     207,815       7.5     568,475       99.9    287,700       100

- --------
*  Less than 1%.

(a) Includes, as deemed general partner units, Star Gas LLC's .1% general
partner interest in Star Gas Propane.     

(b) Includes 10,000 common units owned by Mr. Traber's wife and 400 common
units owned by Mr. Traber's daughter as to which he may be deemed to share
beneficial ownership.     

(c) Includes 220,246 junior subordinated units held by Hanseatic Americas LDC,
a Bahamian limited duration company, in which the sole managing member is
Hansabel Partners, LLC, a Delaware limited liability company, in which the
sole managing member is Hanseatic Corporation, a New York corporation.
Messrs. Traber and Biddelman are executive officers of Hanseatic
Corporation, and Mr. Traber holds in excess of a majority of the shares of
capital stock of Hanseatic Corporation.     

(d) Assumes each member of Star Gas LLC (and Messrs. Traber and Biddelman
through their positions with the Hanseatic companies which are members of
Star Gas LLC) may be deemed to beneficially own all of Star Gas LLC's
general partner units, although they disclaim beneficial ownership.     

(e) Includes 9,929 senior subordinated units owned by Mr. Edelman's wife and
trusts for the benefit of his minor children.     

107

AMENDMENTS TO THE PARTNERSHIP AGREEMENTS

Set forth below is a summary of the proposed amendments to the current Star
Gas Partners partnership agreement and Star Gas Propane partnership agreement
to be voted upon by Star Gas Partners' common unitholders. The following
discussion of the amendments and the resulting Star Gas Partners amended and
restated partnership agreement is not complete. For a more complete
understanding of the amendments, see Annex C, which sets forth the full text of
the proposed Star Gas Partners amended and restated partnership agreement, and
also shows the portions of the existing Star Gas Partners partnership agreement
that will be deleted or changed if the amendment proposal is approved at the
unitholders meeting.     

Introduction; Vote Required by Unitholders in order to Amend the Partnership
Agreements     

Star Gas Corporation, the current general partner, proposes the adoption of
the amendments described below to the Star Gas Partners partnership agreement
and the Star Gas Propane partnership agreement. This amendment proposal must
receive the approval of the holders of a unit majority. Under the current
partnership agreement a unit majority means, during the subordination period,
at least a majority of the common units outstanding on the record date (other
than common units owned by Star Gas Corporation or any affiliate). The enclosed
proxy affords unitholders an opportunity to separately vote for or against the
amendment proposal by marking the appropriate box on their proxy card. However,
the transaction will not be effected unless the amendment proposal is adopted.

Summary of Amendments to the Partnership Agreement

Increase of Minimum Quarterly Distribution. The amendment proposal will
increase the minimum quarterly distribution from $0.55 to $0.575 per quarter
($2.20 to $2.30 on an annualized basis). No changes will be made to the target
distribution levels.     

Extension of the Subordination Period. The amendment proposal will extend the
earliest date on which the subordination period can expire from January 1, 2001
to October 1, 2002. Under the current partnership agreement the subordination
period will end upon the removal of the general partner by the requisite vote
by limited partners under circumstances where cause does not exist. The
amendment proposal provides that the subordination period will end upon the
removal of the general partner by the requisite vote by limited partners under
circumstances where cause does not exist; provided, however, that if the
general partner is removed during the subordination period within 12 months
after a six-quarter period in which the minimum quarterly distribution was not
made on the common units with respect to more than one of those quarters
(excluding for this purpose the payment of any common unit arrearages) and the
first quarter in that six-quarter period that the minimum quarterly
distribution on the common units is not made occurs after March 31, 2001, then
the subordination period will not end. If the general partner is removed and
the subordination period does not end, the junior subordinated units shall
convert into senior subordinated units on a one-for-one basis and the
distribution rights on the general partner units with respect to the minimum
quarterly distribution and to an extent with respect to liquidating
distributions will rank pari passu with the senior subordinated units.     

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Issuance of Senior Subordinated Units. The amendment proposal will authorize
the issuance of senior subordinated units. The senior subordinated units will
have distribution rights that are subordinated to all present and future common
units with respect to the minimum quarterly distribution and arrearages, and to
an extent with respect to liquidating distributions. The senior subordinated
units will be senior to all present and future junior subordinated units and
general partner units with respect to the minimum quarterly distribution and to
an extent with respect to liquidating distributions. Upon expiration of the
subordination period, all outstanding senior subordinated units will convert
into Class B common units on a one-for-one basis and each outstanding common
unit will be redesignated as a Class A common unit (all references to common
units after the expiration of the subordination period are deemed to be
references to Class A common units and Class B common units unless otherwise
indicated). The only difference between the Class A common units and the Class
B common units is that the Class B common units will have the right to receive
incentive distributions and the right to receive additional senior subordinated
units if Petro achieves certain financial goals. See "Cash Distribution
Policy--Distributions of Available Cash from Operating Surplus During the
Subordination Period."     

Issuance of Junior Subordinated Units. The amendment proposal will authorize
the issuance of junior subordinated units. The junior subordinated units will
have distribution rights that are subordinate to all present and future common
units and senior subordinated units, and that rank pari passu with all present
and future general partner units, with respect to the minimum quarterly
distribution and to an extent with respect to liquidating distributions. Upon
expiration of the subordination period, all outstanding junior subordinated
units will convert into Class B common units on a one-for-one basis. The
existing subordinated units held by Star Gas Corporation will be cancelled in
the transaction. See "Cash Distribution Policy--Distributions of Available Cash
from Operating Surplus During the Subordination Period."     

Subordination of General Partner Interests. The amendment proposal will
redesignate the general partner interests of the general partner in Star Gas
Partners as general partner units and subordinate the distribution rights of
the general partner units so that they rank pari passu with the junior
subordinated units with respect to the minimum quarterly distribution and
liquidation. Currently, the general partner is entitled to 2% of all payments
of the minimum quarterly distribution made on the common units and the existing
subordinated units. The general partner units shall not convert into any class
of common units upon expiration of the subordination period; however, at that
time they shall no longer be subordinated and shall rank pari passu with the
Class A common units and the Class B common units. See "Cash Distribution
Policy--Distributions of Available Cash from Operating Surplus During the
Subordination Period" and "--Distributions of Available Cash from Operating
Surplus After the Subordination Period."     

Limitations on Distributions on Subordinated Interests. The amendment
proposal will limit distributions during the subordination period on the senior
subordinated units, junior subordinated units and general partner units in the
following manner:     

. No distributions will be paid on the senior subordinated units, junior
subordinated units and general partner units with respect to the time
period beginning on the completion of the transaction and ending on March
31, 1999 until the distribution date for the quarter ending on June 30,
1999, which will be on approximately August 15, 1999.     

109

. For the time period beginning with the completion of the transaction and
ending on June 30, 1999, Star Gas Partners may make a distribution of
Available Cash on the senior subordinated units, junior subordinated
units and general partner units in an amount up to the minimum quarterly
distribution for that period to the extent the sum of EBITDA less
interest, less taxes and less maintenance capital expenditures on a
consolidated basis (Star Gas Partners and Petro combined from October 1,
1998 until the completion of the transaction) ("Adjusted Distributable
Cash") for the period beginning October 1, 1998 and ending on June 30,
1999 exceeds the sum of:     

(1) $57,172,000, plus or minus

(2)  the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending December 31, 1998,
exceeds or is less than 10,544,000, plus or minus     

(3) the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending March 31, 1999
exceeds or is less than 10,544,000, plus or minus     

(4) the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending June 30, 1999,
exceeds or is less than 10,544,000.     

. With respect to the quarter ending September 30, 1999, Star Gas Partners
may make a distribution of Available Cash on the senior subordinated
units, junior subordinated units and general partner units in an amount
up to the minimum quarterly distribution for that period to the extent
the Adjusted Distributable Cash for the time period beginning October 1,
1998 and ending on September 30, 1999 exceeds the sum of:     

(1) $25,307,000 plus or minus

(2) the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending December 31, 1998,
exceeds or is less than 10,544,000, plus or minus     

(3) the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending March 31, 1999,
exceeds or is less than 10,544,000, plus or minus     

(4) the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending June 30, 1999,
exceeds or is less than 10,544,000, plus or minus     

(5) the product of (A) $0.60 and (B) the amount by which the number
of common units outstanding on the record date for the distribution of
Available Cash with respect to the quarter ending September 30, 1999,
exceeds or is less than 10,544,000.     

. Beginning with the distribution for the quarter ending on December 31,
1999, no distributions will be made on the senior subordinated units,
junior subordinated units or general partner units, except for
distributions from Capital Surplus, unless the aggregate amount of     

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distributions on all units for all quarters, beginning with the quarter
ended December 31, 1999, shall be equal to or less than the total
Operating Surplus generated by Star Gas Partners since October 1, 1999
(which does not include the portion of Operating Surplus included in
clause (a) (1) of the definition of Operating Surplus).     

The amendment proposal does not prohibit the holders of senior subordinated
units, junior subordinated units or general partner units from receiving
distributions from Capital Surplus in a partial liquidation during the
subordination period.     

Issuance of Additional Senior Subordinated Units. The amendment proposal
authorizes the issuance and distribution to holders of the senior subordinated
units, junior subordinated units and general partner units of up to an
aggregate of 909,000 additional senior subordinated units or Class B common
units. For each full non-overlapping four-quarter period ending on or after the
first anniversary of the completion of the transaction, but prior to the fifth
anniversary of the completion of the transaction, in which the dollar amount of
Petro Adjusted Operating Surplus (as defined in the "Amended and Restated
Partnership Agreement") per Petro Unit (as defined in the "Amended and Restated
Partnership Agreement") equals or exceeds $2.90, Star Gas Partners will issue
303,000 senior subordinated units (or 303,000 Class B common units if the
issuance occurs after the end of the subordination period) to the holders of
the senior subordinated units, junior subordinated units and the general
partner units on the record date in respect of the distribution for the final
quarter of that four-quarter period, pro rata; provided, however, that Star Gas
Partners may not issue more than 909,000 senior subordinated units or Class B
common units in the aggregate under this provision; provided, further, that
Star Gas Partners may not issue more than 303,000 senior subordinated units or
Class B common units under this provision in any 365-day period. See "Cash
Distribution Policy--Issuance of Additional Senior Subordinated Units."     

Reallocation of Incentive Distribution Rights. The amendment proposal will
reallocate the right to receive incentive distributions currently held by the
general partner among the senior subordinated units, junior subordinated units
and general partner units. As a result, there may be quarters with respect to
which the holders of senior subordinated units, junior subordinated units and
general partner units receive greater distributions than the holders of common
units. See "Cash Distribution Policy--Incentive Distributions During the
Subordination Period" and "--Incentive Distributions After the Subordination
Period."     

Deletion of the Provision Regarding the Net Worth of the General Partner. The
amendment proposal will delete the prohibition against the general partner from
taking any action that would cause its net worth, independent of its interest
in Star Gas Partners and Star Gas Propane, to be less than $6.0 million. The
primary purpose of the net worth requirement was to ensure that Star Gas
Partners would be treated as a partnership and not as an association taxable as
a corporation for federal income tax purposes. Counsel has advised Star Gas
Partners that the failure of the general partner to maintain a specific net
worth will not result in Star Gas Partners being treated as an association
taxable as a corporation for federal income tax purposes under current
regulations under the Code.     

Issuance of Additional Common Units. The partnership agreement, as currently
in effect, authorizes Star Gas Partners to issue 1,300,000 common units or
units ranking on a parity with     

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common units (which number does not include common units issued for:     

(1) certain capital improvements,     

(2) certain acquisitions that are accretive on a per unit basis,     

(3) the repayment of certain indebtedness or     

(4) the conversion of the existing subordinated units) without the
approval of the common unitholders.     

The amendment proposal will increase the number of common units or units
ranking on a parity with common units without further unitholder approval to
2,500,000 (which number does not include:     

(a) common units issued in (1), (2) and (3) above,     

(b) Class B common units issued in the conversion of senior subordinated
units and junior subordinated units and     

(c) the common units issued in the transaction, including the equity
offering.     

Approval of this amendment satisfies the requirement under the partnership
agreement, as currently in effect, that the holders of a unit majority approve
the issuance of common units in the equity offering.     

Definition of Unit Majority. Under the current partnership agreement, certain
transactions require the approval of a unit majority, which is defined to mean
the approval of a majority of the common units (other than common units held by
the general partner or any of its affiliates). The amendment proposal will
provide that the senior subordinated units and junior subordinated units have a
vote with respect to certain matters by restating the definition of "unit
majority" as follows:     

"Unit Majority" means, during the subordination period, at least (1) a
majority of the outstanding common units voting as a class and (2) a
majority of the outstanding senior subordinated units and junior
subordinated units voting as a single class, in each case excluding units
owned by the general partner or any affiliate, and, after the subordination
period, at least a majority of the outstanding common units.     

Proportionate Increase in Operating Surplus Basket. The amendment proposal
will increase the basket of $6 million described in the definition of
"Operating Surplus" in proportion to the additional number of common units to
be issued in the equity offering. In lieu of $6 million, the amount shall be a
number equal to the product of (1) $6 million and (2) a fraction, (x) the
numerator of which is the number of outstanding common units at the completion
of the transaction (assuming the simultaneous closing of the equity offering)
and (y) the denominator of which is the number of outstanding common units
immediately prior to the completion of the transaction. Assuming the issuance
of approximately 6.8 million common units in the equity offering, the basket
will be increased to approximately $16.7 million. This amendment will keep the
dollar amount of the basket per common unit the same as it was immediately
before the transaction.     

Deletion of Provisions Relating to Early Conversion of Subordinated
Units. The amendment proposal will delete those provisions of the partnership
agreement that provide that a portion of the     

112

subordinated units will convert into common units prior to the expiration of
the subordination period if certain levels of minimum quarterly distribution
are both earned and distributed. Based upon Star Gas Partners' inability to
satisfy certain tests based on distributions and earnings, the early conversion
of certain subordinated units is no longer feasible.     

General Partner Capital Contribution Requirement. The amendment proposal will
relieve the general partner of its obligation to make contributions of capital
to Star Gas Partners upon the issuance of additional units in order to maintain
a fixed percentage general partner interest in Star Gas Partners. The general
partner will retain its preemptive right to maintain its existing ownership
interest. If the general partner does not make a contribution of capital upon
the issuance of additional units, its claim on distributions will be
proportionately reduced.     

Additional Capital Contribution Obligation of the General Partner. The
amendment proposal will delete the additional capital contribution obligation
of the general partner in order for Star Gas Partners to pay the minimum
quarterly distribution on the common units. Based upon the satisfaction of
certain tests determined by distributions, this obligation of the general
partner has expired.     

Partnership's Right to Acquire Units. The amendment proposal will provide
that if at any time after the expiration of the subordination period and the
earlier to occur of (1) the fifth anniversary of the completion of the
transaction or (2) the issuance of 909,000 senior subordinated units and Class
B common units in the aggregate, Star Gas Partners acquires, in a twelve-month
period through purchase or exchange, 66 2/3% or more of the total Class B
common units, Star Gas Partners may purchase all, but not less than all, of the
remaining Class B common units then outstanding during the following twelve-
month period.     

Registration Rights of Certain Affiliates of Petro. The amendment proposal
will provide that Star Gas Partners must register for resale under the
Securities Act the common units and senior subordinated units issued to
affiliates of Petro in the transaction.     

Summary of Amendments to the Star Gas Propane Partnership Agreement     

Under the current partnership agreement the general partner cannot consent to
any amendment to the Star Gas Propane partnership agreement that would have a
material adverse effect on Star Gas Partners as a partner of Star Gas Propane
or cause Star Gas Partners to elect a successor general partner to Star Gas
Propane without the approval of the holders of a unit majority of the
unitholders in Star Gas Partners.     

The general partner consents to and proposes that the limited partners
approve:     

(1) the election of Star Gas LLC as successor general partner to Star Gas
Propane,     

(2) delete allocation of depreciation to the general partner,     

(3) delete the prohibition against the general partner from taking any
action that would cause its net worth to be less than $6 million and     

(4) any other amendments to the Star Gas Propane partnership agreement
that the general partner deems necessary to complete the transaction.     

113

Conforming Changes

Certain additional changes will be required to conform the Star Gas Partners
partnership agreement and the Star Gas Propane partnership agreement to the
amendments and to facilitate the transaction. It is the good faith opinion of
the general partner that the conforming changes do not adversely affect the
unitholders in any material respect, and thus under the current partnership
agreement. Star Gas Corporation may make any or all conforming changes without
the consent of the unitholders.     

114

THE AMENDED AND RESTATED PARTNERSHIP AGREEMENT

If the transaction is completed (which will not occur unless the acquisition
proposal, the amendment proposal and the general partner proposal are each
approved), all holders of Star Gas Partners' units will be bound by the
provisions of the Star Gas Partners amended and restated partnership agreement.
The following paragraphs discuss certain provisions of the Star Gas Partners
amended and restated partnership agreement. This discussion does not purport to
be complete. For a more complete understanding, see the proposed amended and
Star Gas Partners restated partnership agreement in Annex C in this proxy
statement.     

Certain provisions of the amended and restated partnership agreement are
summarized elsewhere in this proxy statement under various headings. With
regard to various transactions and relationships of Star Gas Partners with the
general partner and its affiliates, see "Conflicts of Interest of Star Gas
Partners." With regard to the management of Star Gas Partners, see "Management
of Star Gas Partners After the Transaction." With regard to the transfer of
units, see "Description of the Units." With regard to distributions of
Available Cash, see "Cash Distribution Policy." With regard to allocations of
taxable income and taxable loss, see "Certain Federal Income Tax
Considerations." Prospective investors are urged to review these sections of
this proxy statement and the amended and restated partnership agreement
carefully.     

Organization and Duration

Star Gas Partners and Star Gas Propane were organized in 1995 as Delaware
limited partnerships. Star Gas Partners will dissolve on December 31, 2085,
unless dissolved sooner under the terms of the amended and restated partnership
agreement.     

Purpose

The purpose of Star Gas Partners is limited to serving as the limited partner
of Star Gas Propane and engaging in other activities as may be approved by the
general partner. The general partner is authorized in general to perform all
acts deemed necessary to carry out those purposes and to conduct the business
of Star Gas Partners. The general partner will have the ability under the
amended and restated partnership agreement to cause Star Gas Partners and Star
Gas Propane to engage in activities that may pose a greater risk to investors
than the propane marketing business and home heating oil marketing business.
The general partner has the power to cause Star Gas Partners to commence a
bankruptcy proceeding under the federal bankruptcy laws. However, the general
partner does not intend to cause Star Gas Partners to commence such a
proceeding unless Star Gas Partners is insolvent.     

Power of Attorney

Each limited partner, and each person who acquires a unit from a unitholder
and executes and delivers a transfer application for that unit, grants to the
general partner and, if a liquidator of Star Gas Partners has been appointed,
that liquidator, a power of attorney to, among other things, execute and file
certain documents required for the qualification, continuance or dissolution of
Star Gas Partners, or the amendment of the amended and restated partnership
agreement in accordance with its terms and to make consents and waivers
contained in the amended and restated partnership agreement.     

115

Restrictions on Authority of the General Partner Regarding Extraordinary
Transactions; Lack of Dissenters' Rights     

The authority of the general partner is limited in certain respects under the
amended and restated partnership agreement. The general partner is prohibited,
without the prior approval of holders of record of a unit majority, from, among
other things, selling, exchanging or otherwise disposing of all or
substantially all of Star Gas Partners' assets in a single transaction or a
series of related transactions (including by way of merger, consolidation or
other combination) or approving on behalf of Star Gas Partners the sale,
exchange or other disposition of all or substantially all of the assets of Star
Gas Propane. However, Star Gas Partners may mortgage, pledge, hypothecate or
grant a security interest in all or substantially all of Star Gas Partners'
assets without that approval. Star Gas Partners may also sell all or
substantially all of its assets pursuant to a foreclosure or other realization
upon the foregoing encumbrances without that approval. The unitholders are not
entitled to dissenters' rights of appraisal under the current partnership
agreement, the amended and restated partnership agreement or applicable
Delaware law if a merger or consolidation of Star Gas Partners or the sale,
exchange or other disposition of substantially all of Star Gas Partners' assets
or any other event should occur.     

Withdrawal or Removal of the General Partner; Approval of Successor General
Partner

The general partner has agreed not to voluntarily withdraw as general partner
of Star Gas Partners and Star Gas Propane prior to December 31, 2005 (with
limited exceptions described below), without obtaining the approval of a unit
majority and furnishing an opinion of counsel that the withdrawal (following
the selection of a successor general partner) will not result in the loss of
the limited liability of the limited partners of Star Gas Partners or cause
Star Gas Partners to be treated as an association taxable as a corporation or
otherwise taxed as an entity for federal income tax purposes. On or after
December 31, 2005, the general partner may withdraw as general partner by
giving 90 days written notice (without first obtaining approval from the
unitholders), and the withdrawal will not constitute a violation of the amended
and restated partnership agreement. Notwithstanding the foregoing, the general
partner may withdraw without unitholder approval upon 90 days notice to the
limited partners if more than 50% of the outstanding units are held or
controlled by one person and its affiliates (other than the general partner and
its affiliates). In addition, the amended and restated partnership agreement
permits the general partner (in certain limited instances) to sell all of its
general partner interest (which is evidenced by the general partner units) in
Star Gas Partners. See "--Restriction on Transfer of General Partner Interest."

Upon the withdrawal of the general partner under any circumstances (other
than as a result of a transfer by the general partner of all or a part of its
general partner units, the holders of a unit majority may select a successor to
the withdrawing general partner. If the successor is not elected, or is elected
but an opinion of counsel that the withdrawal will not result in a loss of
limited liability of the limited partners or cause Star Gas Partners to be
treated as an association taxable as a corporation or otherwise taxed as an
entity for federal income tax purposes cannot be obtained, Star Gas Partners
will be dissolved, wound up and liquidated, unless within 180 days after that
withdrawal, a unit majority agrees in writing to continue the business of Star
Gas Partners and to the appointment of a successor general partner. See "--
Description of Termination and Dissolution of Star Gas Partners."     

116

Under the terms of the amended and restated partnership agreement, the
general partner may not be removed unless removal is approved by the vote of
the holders of not less than 66 2/3% of the outstanding units owned by limited
partners voting together as a single class (other than those of the general
partner and its affiliates) and Star Gas Partners receives an opinion of
counsel that the removal will not result in a loss of limited liability to the
limited partners or cause Star Gas Partners to be treated as a corporation or
otherwise taxed as an entity for federal income tax purposes. Removal is also
subject to the approval of a successor general partner by the vote of the
holders of a unit majority. If the general partner is removed as general
partner other than for cause, the subordination period will end, any then-
existing arrearages on the common units will be terminated, any senior
subordinated units and junior subordinated units held by the general partner
will immediately convert into Class B common units and the general partner
units will no longer be subordinated; provided, however, that if the general
partner is removed during the subordination period within 12 months after a
six-quarter period in which the minimum quarterly distribution has not been
made on the common units for more than one of those quarters (excluding for
this purpose the payment of any common unit arrearages) and the first quarter
in that six-quarter period that the minimum quarterly distribution on the
common units is not made occurs after March 31, 2001, then the subordination
period will not end. If the general partner is removed and the subordination
period does not end, the junior subordinated units shall convert into senior
subordinated units on a one-for-one basis and the distribution rights on the
general partner units with respect to the minimum quarterly distribution and
liquidation will rank equally with the senior subordinated units.     

Removal or withdrawal of the general partner of Star Gas Partners also
constitutes removal or withdrawal, as the case may be, of the general partner
as general partner of Star Gas Propane.     

In the event of withdrawal of the general partner where the withdrawal
violates the amended and restated partnership agreement or removal of the
general partner by the limited partners under circumstances where cause exists,
a successor general partner will have the option to purchase the general
partner units of the departing general partner in both Star Gas Partners and
Star Gas Propane for a cash payment equal to the fair market value of that
interest. Under all other circumstances where the general partner withdraws or
is removed by the limited partners, the departing general partner will have the
right to require the successor general partner to purchase the general partner
units of the departing general partner for that amount. In each case, the fair
market value will be determined by agreement between the departing general
partner and the successor general partner, or if no agreement is reached, by an
independent investment banking firm or other independent experts selected by
the departing general partner and the successor general partner (or if no
expert can be agreed upon, by the expert chosen by agreement of the experts
selected by each of them). In addition, Star Gas Partners will be required to
reimburse the departing general partner for all amounts due the departing
general partner, including, without limitation, all employee-related
liabilities such as severance liabilities, incurred in the termination of the
employees employed for the benefit of Star Gas Partners by the departing
general partner.     

If the above-described option is not exercised by either the departing
general partner or the successor general partner, as applicable, the departing
general partner's general partner units will be converted into common units (or
Class A common units if any Class B common units are then outstanding) equal to
the fair market value of the interest as determined by an investment banking
firm or other independent expert selected in the manner described in the
preceding paragraph.     

117

Restriction on Transfer of General Partner Interest

Except for a transfer by the general partner of all, but not less than all,
of its general partner units to an affiliate or for with the merger or
consolidation of the general partner with or into another entity, the general
partner may not transfer any or all of the general partner units to
another person or entity prior to December 31, 2005, without the approval of
holders of at least a unit majority; provided that, in each case the
transferee assumes the rights and duties of the general partner, agrees to be
bound by the provisions of the amended and restated partnership agreement,
furnishes an opinion of counsel that the transfer will not result in a loss of
limited liability to the limited partners or cause Star Gas Partners to be
treated as an entity for federal income tax purposes and agrees to purchase
all (or the appropriate portion thereof as applicable) of the general
partner's partnership interest in Star Gas Propane. At any time, the members
of Star Gas LLC may sell or otherwise transfer their membership interests in
Star Gas LLC to a third party without the approval of the unitholders.     

Reimbursement for Services of the General Partner

The amended and restated partnership agreement provides that the general
partner is not entitled to receive any compensation for its services as
general partner of Star Gas Partners; the general partner is, however,
entitled to be reimbursed on a monthly basis (or such other basis as the
general partner may reasonably determine) for all direct and indirect expenses
it incurs or payments it makes on behalf of Star Gas Partners, and all other
necessary or appropriate expenses allocable to Star Gas Partners or otherwise
reasonably incurred by the general partner for the operation of Star Gas
Partners' business (including expenses allocated to the general partner by its
affiliates). The amended and restated partnership agreement provides that the
general partner, in its sole discretion, shall determine the expenses that are
allocable to Star Gas Partners in any reasonable manner.     

Rights and Status as Limited Partner or Assignee Upon Transfer of Interest

Except as described below under "--Potential Loss of Limited Liability by
Unitholders," the units will be fully paid, and unitholders will not be
required to make additional contributions to Star Gas Partners.     

A person receiving a common unit or senior subordinated unit subsequent to
executing and delivering a transfer application, but pending its admission as
a substituted limited partner or additional limited partner, as the case may
be, is entitled to an interest in Star Gas Partners equivalent to that of a
limited partner with respect to the right to share in allocations and
distributions, including liquidating distributions. The general partner will
vote and exercise other powers attributable to common units or senior
subordinated unit owned by that person who has not become a substitute limited
partner or additional limited partner, as the case may be, at the written
direction of that person. See "--Meetings of Limited Partners and Voting
Rights." Persons who do not execute and deliver a transfer application will be
treated neither as assignees nor as record holders of common units or senior
subordinated units and will not receive cash distributions, federal income tax
allocations or reports furnished to record holders of common units, senior
subordinated units and junior subordinated units. See "Description of the
Units--Obligations and Procedures for the Transfer of Units."     

118

Limitations on the Rights of Non-citizen Assignees and Redemption Rights of
Star Gas Partners     

If, because of the nationality, citizenship or other related status of any
limited partner or assignee, Star Gas Partners is or becomes subject to federal,
state or local laws or regulations that, in the reasonable determination of the
general partner, create a substantial risk of cancellation or forfeiture of any
property in which Star Gas Partners has an interest, Star Gas Partners may
redeem the units held by that limited partner or assignee at their Current
Market Price. In order to avoid any cancellation or forfeiture, the general
partner may require each limited partner or assignee to furnish information
about his nationality, citizenship, residency or related status. If a limited
partner or assignee fails to furnish information about his nationality,
citizenship, residency or other related status within 30 days after a request
for the information, that limited partner or assignee may be treated as a non-
citizen assignee. In addition to other limitations on the rights of an assignee
who is not a substituted limited partner, a non-citizen assignee does not have
the right to direct the voting of his units and may not receive distributions in
kind upon liquidation of Star Gas Partners.     

Issuance of Additional Securities by Star Gas Partners     

The general partner is authorized to cause Star Gas Partners to issue an
unlimited number of additional limited partner interests and other equity
securities of Star Gas Partners for the consideration and on the terms and
conditions established in its sole discretion, without the approval of any
limited partners. However, during the subordination period, Star Gas Partners
may not issue an aggregate of more than 2,500,000 additional common units or
units on a parity with the common units without the prior approval of at least
a majority of the outstanding common units (other than those held by the
general partner and its affiliates).     

During the subordination period, the restrictions on issuance of additional
limited partner interests are subject to the following exceptions (that is,
additional limited partner interests can be made in the following
circumstances):     

(1) Star Gas Partners may issue common units in the transaction, including
those issued in the equity offering;     

(2) Star Gas Partners may issue an unlimited number of additional common
units or units on a parity with the common units without the approval of
the unitholders if the issuance occurs     

(a) for an acquisition or a capital improvement or     

(b) within 365 days of, and the net proceeds from the issuance are
used to repay debt incurred for, an acquisition or a capital
improvement.     

In each case, where the acquisition or capital improvement involves assets
that would have, if acquired by Star Gas Partners as of the date that is one
year prior to the first day of the quarter in which the transaction is to be
effected, resulted in an increase in the amount of Adjusted Operating Surplus
calculated on a per-unit basis for all outstanding units as to each of the four
most recently completed quarters (on a pro forma basis);     

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(3) Star Gas Partners may also issue an unlimited number of additional
common units or units on a parity with the common units prior to the end of
the subordination period and without the approval of the unitholders if the
proceeds from the issuance are used exclusively to repay up to $20 million
of indebtedness of Star Gas Partners, Star Gas Propane or any of its
subsidiaries; and     

(4) Star Gas Partners may issue Class B common units upon the conversion of
the senior subordinated units and junior subordinated units at the end of
the subordination period. In accordance with Delaware law and the
provisions of the amended and restated partnership agreement, the general
partner in its sole discretion, may cause Star Gas Partners to issue
additional partnership interests that may have special voting rights.     

The general partner has the right, which it may assign in whole or in part to
any of its affiliates, to purchase any class of units or other equity
securities from Star Gas Partners on the same terms that Star Gas Partners
issues the units or securities to persons other than the general partner and
its affiliates, whenever that purchase is necessary so that the general partner
and its affiliates will maintain the percentage of ownership interest that
existed immediately prior to each issuance. The holders of common units do not
have preemptive rights to acquire additional common units or other partnership
interests that may be issued by Star Gas Partners.     

Additional issues of units, including senior subordinated units and junior
subordinated units or other equity securities of Star Gas Partners ranking
junior to the common units, may reduce the likelihood and/or amount of, any
distributions above the minimum quarterly distribution.     

Limited Call Right on Outstanding Limited Partner Interests

If at any time     

(a) once not more than 20% of the then-issued and outstanding limited
partner interests of any class are held by persons other than the general
partner and its affiliates, the general partner will have the right, which
it may assign and transfer in whole or in part to any of its affiliates or
to Star Gas Partners, to acquire all, but not less than all, of the
remaining limited partner interests of that class held by those
unaffiliated persons as of a record date to be selected by the general
partner, on at least 10 but not more than 60 days' notice or     

(b) after the expiration of the subordination period and the earlier to
occur of     

(A) the fifth anniversary of the completion of the transaction or

(B) the issuance of 909,000 senior subordinated units and Class B
common units in the aggregate,     

Star Gas Partners acquires, through purchase or exchange, in a twelve-month
period, 66 2/3% or more of the total Class B common units, Star Gas
Partners shall then have the right, which it may not assign or transfer,
exercisable in its sole discretion, to purchase all, but not less than all,
of the remaining units of that class then outstanding during the following
twelve-month period. The purchase price if (a) or (b) above should occur
shall be the greater of     

(x) the highest cash price paid by Star Gas Partners, the general partner
or any of its affiliates for any limited partner interests of that class
purchased within the 90 days preceding     

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the date on which Star Gas Partners or the general partner first mails
notice of its election to purchase those limited partner interests and     

(y) the Current Market Price as of the date three days prior to the date
the notice is mailed.     

As a consequence of Star Gas Partners' or the general partner's right to
purchase outstanding limited partner interests (including senior
subordinated units and junior subordinated units), a holder of limited
partner interests may have his limited partner interests purchased from him
even though that holder may not desire to sell them, or the price paid may
be less than the amount the holder would desire to receive upon the sale of
his limited partner interests. The tax consequences to a unitholder of the
exercise of this call right are the same as a sale by that unitholder of
his units in the market. See "Certain Federal Income Tax Considerations--
Disposition of Units."     

Amendment of the Amended and Restated Partnership Agreement

Amendments to the amended and restated partnership agreement may be proposed
only by or with the consent of the general partner. In order to adopt a
proposed amendment, the general partner is required to seek written approval of
the holders of the number of units required to approve the amendment or call a
meeting of the limited partners to consider and vote upon the proposed
amendment, except as described below.     

Prohibited Amendments. Proposed amendments (unless otherwise specified) must
be approved by holders of at least a unit majority except that no amendment may
be made that would:     

(1) enlarge the obligations of any limited partner, without its consent,

(2) enlarge the obligations of, restrict in any way any action by or
rights of, or reduce in any way the amounts distributable, reimbursable or
otherwise payable to, the general partner, without its consent, which may
be given or withheld in its sole discretion,     

(3) change the term of Star Gas Partners,     

(4) provide that Star Gas Partners is not dissolved upon expiration of
its term or     

(5) give any person the right to dissolve Star Gas Partners (other than
the general partner's right to dissolve Star Gas Partners with the approval
of holders of at least a unit majority).     

No Unitholder Approval. The general partner may make amendments to the
amended and restated partnership agreement without the approval of any limited
partner or assignee to reflect:     

(1) a change in the name of Star Gas Partners, the location of the
principal place of business of Star Gas Partners, the registered agent or
the registered office of Star Gas Partners,     

(2) admission, substitution, withdrawal or removal of partners in
accordance with the amended and restated partnership agreement,     

(3) a change that, in the sole discretion of the general partner, is
necessary or advisable to qualify or continue the qualification of Star Gas
Partners as a partnership in which the limited partners have limited
liability or that is necessary or advisable to ensure that Star Gas
Partners and Star Gas Propane will not be treated as an association taxable
as a corporation or otherwise taxed as an entity for federal income tax
purposes,     

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(4) an amendment that is necessary, in the opinion of counsel to Star Gas
Partners, to prevent Star Gas Partners or the general partner or its
respective directors or officers from being subjected in any manner to the
provisions of the Investment Company Act of 1940, as amended, the
Investment Advisors Act of 1940, as amended, or the "plan asset"
regulations adopted under the Employee Retirement Income Security Act of
1974, as amended, whether or not substantially similar to plan asset
regulations currently applied or proposed,     

(5) subject to the limitations on the issuance of additional Class A
common units, Class B common units or other limited or general partner
interests described above, an amendment that in the sole discretion of the
general partner is necessary or advisable for the authorization of
additional limited or general partner interests,     

(6) any amendment expressly permitted in the amended and restated
partnership agreement to be made by the general partner acting alone,     

(7) an amendment effected, necessitated or contemplated by a merger
agreement that has been approved pursuant to the terms of the amended and
restated partnership agreement,     

(8) any amendment that, in the sole discretion of the general partner, is
necessary or advisable for the formation by Star Gas Partners of, or its
investment in, any corporation, partnership or other entity (other than
Star Gas Propane) as otherwise permitted by the amended and restated
partnership agreement,     

(9) a change in the fiscal year and taxable year of Star Gas Partners and
changes related to that change and     

(10) any other amendments substantially similar to the foregoing.

In addition, the general partner may make amendments to the amended and
restated partnership agreement without the approval of any limited partner or
assignee if the amendments:     

(1) do not adversely affect the limited partners in any material respect,

(2) are necessary or advisable, in the sole discretion of the general
partner to satisfy any requirements, conditions or guidelines contained in
any opinion, directive, ruling or regulation of any federal or state agency
or judicial authority or contained in any federal or state statute,     

(3) are necessary or advisable to facilitate the trading of the units or
to comply with any rule, regulation, guideline or requirement of any
securities exchange on which the units are or will be listed for trading,
compliance with any of which the general partner deems to be in the best
interests of Star Gas Partners and the unitholders or     

(4) are required or contemplated by the amended and restated partnership
agreement.     

Opinion of Counsel and Unitholder Approval. The general partner will not be
required to obtain an opinion of counsel that an amendment will not result in a
loss of limited liability to the limited partners or result in Star Gas
Partners being treated as an entity for federal income tax purposes if one of
the amendments described under "--No Unitholder Approval" should occur. No
other amendments to the amended and restated partnership agreement will become
effective without the approval of at least 90% of the units unless Star Gas
Partners obtains an opinion of counsel that     

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the amendment will not affect the limited liability of any limited partner in
Star Gas Partners or the limited partner of Star Gas Propane.     

Any amendment that materially and adversely affects the rights or preferences
of any type or class of outstanding units in relation to other classes of units
will require the approval of holders of at least a majority of the outstanding
units so affected (excluding, during the subordination period, any units held
by the general partner and its affiliates).     

Meetings of Limited Partners and Voting Rights

Unitholders or assignees who are record holders of units on the record date
set under the amended and restated partnership agreement will be entitled to
notice of, and to vote at, meetings of limited partners of Star Gas Partners
and to act on matters as to which approvals may be solicited. When units are
owned by an assignee who is a record holder but who has not yet been admitted
as a limited partner, the general partner shall be deemed to be the limited
partner of those units and shall, in exercising the voting rights of those
units on any matter, vote the units at the written direction of that record
holder. Absent this direction, those units will not be voted (except that, in
the case of units held by the general partner on behalf of non-citizen
assignees, the general partner shall distribute the votes of these units in the
same ratios as the votes of limited partners on other units are cast).     

The general partner does not anticipate that any meeting of limited partners
will be called in the foreseeable future, other than the unitholders meeting to
consider the acquisition of Petro. Any action that is required or permitted to
be taken by the limited partners may be taken either at a meeting of the
limited partners or without a meeting if consents in writing setting forth the
action so taken are signed by holders of that number of limited partner
interests as would be necessary to authorize or take that action at a meeting
of all of the limited partners. Meetings of the limited partners of Star Gas
Partners may be called by the general partner or by limited partners owning at
least 20% of the outstanding units of the class for which a meeting is
proposed. Limited partners may vote either in person or by proxy at meetings.
The holders of a majority of the outstanding units of the class or classes for
which a meeting has been called, who are represented in person or by proxy,
shall constitute a quorum at a meeting of limited partners of that class or
classes, unless the action by the limited partners requires approval by holders
of a greater percentage of those units, in which case the quorum shall be the
greater percentage (excluding, in either case, if they are to be excluded from
the vote, outstanding units owned by the general partner and its affiliates).

Each record holder of a unit has a vote according to his percentage interest
in Star Gas Partners, although additional limited partner interests having
special voting rights could be issued by the general partner. See "--Issuance
of Additional Securities by Star Gas Partners." The partnership agreement
provides that units held in a nominee or street name account will be voted by
the broker (or other nominee) pursuant to the instruction of the beneficial
owner unless the arrangement between the beneficial owner and his nominee
provides otherwise.     

Any notice, demand, request, report or proxy material required or permitted
to be given or made to record holders of units (regardless of whether the
record holder has been admitted as a limited partner) under the terms of the
amended and restated partnership agreement will be delivered to the record
holder by Star Gas Partners or by the transfer agent at the request of Star Gas
Partners.     

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Indemnification Obligations of Star Gas Partners     

The amended and restated partnership agreement provides that Star Gas
Partners will indemnify:     

(1) the general partner,     

(2) any departing general partner,     

(3) any person who is or was an affiliate of the general partner or any
departing general partner,     

(4) any person who is or was an officer, director, employee, partner, agent
or trustee of the general partner or any departing general partner or
any affiliate of the general partner or any departing general partner
or     

(5) any person who is or was serving at the request of the general partner
or any departing general partner or any affiliate of the general
partner or any departing general partner as an officer, director,
employee, partner, agent or trustee of another person.     

Star Gas Partners will indemnify these persons to the fullest extent permitted
by law, from and against any and all losses, claims, damages, liabilities
(joint or several), expenses (including, without limitation, legal fees and
expenses), judgments, fines, penalties, interest, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any
indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as any of the foregoing; provided that in
each case the indemnitee acted in good faith and in a manner that the
indemnitee reasonably believed to be in, or not opposed to, the best interests
of Star Gas Partners and, in any criminal proceeding, had no reasonable cause
to believe its conduct was unlawful.     

Any indemnification under these provisions will only be out of the assets of
Star Gas Partners, and the general partner shall not be personally liable for,
or have any obligation to contribute or loan funds or assets to, Star Gas
Partners to enable it to effectuate, that indemnification. Star Gas Partners is
authorized to purchase (or to reimburse the general partner or its affiliates
for the cost of) insurance against liabilities asserted against and expenses
incurred by those persons for Star Gas Partners' activities, regardless of
whether Star Gas Partners would have the power to indemnify that person against
those liabilities under the provisions described above.     

Potential Loss of Limited Liability by Unitholders

Assuming that a limited partner does not participate in the control of the
business of Star Gas Partners within the meaning of the Delaware Act and that
he otherwise acts in conformity with the provisions of the amended and restated
partnership agreement, his liability under the Delaware Act will be limited,
subject to certain possible exceptions, to the amount of capital he is
obligated to contribute to Star Gas Partners in respect of his units plus his
share of any undistributed profits and assets of Star Gas Partners. If it were
determined, however, that the right or exercise of the right by the limited
partners as a group to remove or replace the general partner, to approve
certain amendments to the amended and restated partnership agreement or to take
other action under the amended and restated partnership agreement constituted
"participation in the control" of Star Gas Partners' business for the purposes
of the Delaware Act, then the limited partners could be held personally liable
for Star Gas Partners' obligations under the laws of the State of Delaware to
the same extent as the general partner with respect to persons who transact
business with Star Gas     

124

Partners reasonably believing, based on the limited partner's conduct, that the
limited partner is a general partner.     

Under the Delaware Act, a limited partnership may not make a distribution to
a partner to the extent that at the time of the distribution, after giving
effect to the distribution, all liabilities of the partnership, other than
liabilities to partners on account of their partnership interests and
nonrecourse liabilities, exceed the fair value of the assets of the limited
partnership. For the purpose of determining the fair value of the assets of a
limited partnership, the Delaware Act provides that the fair value of property
subject to nonrecourse liability shall be included in the assets of the limited
partnership only to the extent that the fair value of that property exceeds
that nonrecourse liability. The Delaware Act provides that a limited partner
who receives a distribution and knew at the time of the distribution that the
distribution was in violation of the Delaware Act shall be liable to the
limited partnership for the amount of the distribution for three years from the
date of the distribution. Under the Delaware Act, an assignee who becomes a
substituted limited partner of a limited partnership is liable for the
obligations of his assignor to make contributions to the partnership, except
the assignee is not obligated for liabilities unknown to him at the time he
became a limited partner and that could not be ascertained from the partnership
agreement.

Star Gas Propane conducts business in at least 13 states. Maintenance of
limited liability may require compliance with legal requirements in those
jurisdictions in which Star Gas Propane conducts business, including qualifying
Star Gas Propane to do business therein. Limitations on the liability of
limited partners for the obligations of a limited partnership have not been
clearly established in many jurisdictions. If it were determined that Star Gas
Partners was, by virtue of its limited partner interest in Star Gas Propane or
otherwise, conducting business in any state without compliance with the
applicable limited partnership statute, or that the right or exercise of the
right by the limited partners as a group to remove or replace the general
partner, to approve certain amendments to the amended and restated partnership
agreement, or to take other action under the amended and restated partnership
agreement constituted "participation in the control" of Star Gas Partners'
business for the purposes of the statutes of any relevant jurisdiction, then
the limited partners could be held personally liable for Star Gas Partners'
obligations under the law of that jurisdiction to the same extent as the
general partner under certain circumstances. Star Gas Partners will operate in
the manner as the general partner deems reasonable and necessary or appropriate
to preserve the limited liability of unitholders.     

Obligations of the General Partner to Provide Books and Reports to Limited
Partners

The general partner is required to keep appropriate books of the business of
Star Gas Partners at the principal offices of Star Gas Partners. The books will
be maintained for both tax and financial reporting purposes on an accrual
basis. The fiscal year of Star Gas Partners (for accounting but not for tax
purposes) is October 1 to September 30.     

As soon as practicable, but in no event later than 120 days after the close
of each fiscal year, the general partner will furnish each record holder of
units (as of a record date selected by the general partner) with an annual
report containing audited financial statements of Star Gas Partners for the
past fiscal year, prepared in accordance with generally accepted accounting
principles. As soon as practicable, but in no event later than 90 days after
the close of each quarter (except the last quarter     

125

of each fiscal year), the general partner will furnish each record holder of
units (as of a record date selected by the general partner) a report containing
unaudited financial statements of Star Gas Partners with respect to that
quarter and any other information as may be required by law.     

The general partner will use all reasonable efforts to furnish each record
holder of a unit with information reasonably required for tax reporting
purposes within 90 days after the close of each calendar year in which Star Gas
Partners' taxable year ends. This information is expected to be furnished in
summary form so that certain complex calculations normally required of partners
can be avoided. The general partner's ability to furnish summary information to
unitholders will depend on the cooperation of such unitholders in supplying
certain information to the general partner. Every unitholder (without regard to
whether he supplies this information to the general partner) will receive
information to assist him in determining his federal and state tax liability
and filing his federal and state income tax returns.     

Limited Partners' Right to Inspect Star Gas Partners Books and Records     

The amended and restated partnership agreement provides that a limited
partner can, for a purpose reasonably related to the limited partner's interest
as a limited partner, upon reasonable demand and at his/her own expense, be
furnished with:     

(1) a current list of the name and last known address of each partner,

(2) a copy of Star Gas Partners' tax returns,     

(3) information as to the amount of cash, and a description and statement
of the net agreed value of any other property or services, contributed or
to be contributed by each partner and the date on which each became a
partner,     

(4) copies of the amended and restated partnership agreement, the
certificate of limited partnership of Star Gas Partners, amendments thereto
and powers of attorney pursuant to which the same have been executed,     

(5) information regarding the status of Star Gas Partners' business and
financial condition and     

(6) such other information regarding the affairs of Star Gas Partners as
is just and reasonable.     

The general partner may, and intends to, keep the following confidential
from the limited partners: trade secrets or other information the
disclosure of which the general partner believes in good faith is not in
the best interests of Star Gas Partners or that is required by law or by
agreements with third parties to be kept confidential.     

Description of Termination and Dissolution of Star Gas Partners     

Star Gas Partners will continue until December 31, 2085, unless terminated
sooner under the amended and restated partnership agreement. Star Gas Partners
will be dissolved upon:     

(1) the election of the general partner to dissolve Star Gas Partners, if
approved by holders of a unit majority,     

(2) the sale, exchange or other disposition of all or substantially all
of the assets and properties of Star Gas Partners and Star Gas Propane,

126

(3) the entry of a decree of judicial dissolution of Star Gas Partners or

(4) withdrawal or removal of the general partner or any other event that
results in its ceasing to be the general partner (other than by reason of a
transfer of its general partner units in accordance with the amended and
restated partnership agreement or withdrawal or removal following approval
and admission of a successor).     

Upon a dissolution pursuant to clause (4), the holders of at least a majority
of the outstanding units (excluding units held by the departing general partner
and its affiliates) may also elect, within certain time limitations, to
reconstitute Star Gas Partners and continue its business on the same terms and
conditions in the amended and restated partnership agreement by forming a new
limited partnership on terms identical to those in the amended and restated
partnership agreement and having as a general partner a person or entity
approved by at least the holders of a majority of the outstanding units
(excluding units held by the departing general partner and its affiliates),
subject to receipt by Star Gas Partners of an opinion of counsel that this
action will not affect its limited liabilities or result in Star Gas Partners
being treated as an entity for federal income tax purposes.     

Liquidation of Star Gas Partners and Distribution of Proceeds     

Upon dissolution of Star Gas Partners, unless Star Gas Partners is
reconstituted and continued as a new limited partnership, the person authorized
to wind up the affairs of Star Gas Partners will, acting with all of the powers
of the general partner that the liquidator deems necessary or desirable in its
good faith judgment, liquidate Star Gas Partners' assets and apply the proceeds
of the liquidation as provided in "Cash Distribution Policy--Distributions of
Cash upon Liquidation During the Subordination Period" and "--Distributions of
Cash upon Liquidation After the Subordination Period." Under certain
circumstances and subject to certain limitations, the liquidator may defer
liquidation or distribution of Star Gas Partners' assets for a reasonable
period of time or distribute assets to partners in kind if it determines that a
sale would be impractical or would cause undue loss to the partners.     

Registration Rights of the General Partner or its Affiliates

Under the terms of the amended and restated partnership agreement and subject
to certain limitations described in that agreement, Star Gas Partners has
agreed:     

(1) to register for resale under the Securities Act and applicable state
securities laws any units proposed to be sold by the general partner or its
affiliates (upon their request) if an exemption from the registration
requirements is not otherwise available for that proposed transaction and

(2) to register for resale under the Securities Act and applicable state
securities laws the common units and senior subordinated units issued to
affiliates of Petro in the transaction (upon their request if an exemption
from the registration requirements is not otherwise available for such
proposed transaction), and to use its best efforts to keep that
registration statement effective for one year, subject to certain
exceptions and to the requesting party providing necessary information.

Star Gas Partners is obligated to pay all expenses incidental to that
registration, excluding underwriting discounts and commissions.     

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CONFLICTS OF INTEREST OF STAR GAS PARTNERS     

Conflicts of Interest May Arise as a Result of the Publicly-Traded Limited
Partnership Structure     

Certain conflicts of interest have arisen and could arise in the future as a
result of relationships between the general partner and its affiliates, on the
one hand, and Star Gas Partners or any of the limited partners, on the other
hand. The directors and officers of the general partner have fiduciary duties
to manage the general partner, including its investments in its subsidiaries
and affiliates, in a manner beneficial to its members. In general, the general
partner has a fiduciary duty to manage Star Gas Partners in a manner beneficial
to Star Gas Partners and the unitholders. The amended and restated partnership
agreement contains provisions that allow the general partner to take into
account the interests of parties in addition to Star Gas Partners in resolving
conflicts of interest, limiting its fiduciary duty to the unitholders. It also
restricts the remedies available to unitholders for actions taken that without
those limitations, constitute breaches of fiduciary duty. The duty of the
directors and officers of the general partner to the security holders of the
general partner may, therefore, come into conflict with the duties of the
general partner to Star Gas Partners and the unitholders. An audit committee of
the Star Gas LLC board has been created, consisting of two directors who are
not officers of the general partner. At the request of the general partner the
audit committee will review conflicts of interest that may arise between the
general partner or its affiliates, on the one hand, and Star Gas Partners, on
the other. See "Management of Star Gas Partners After the Transaction" and "--
Fiduciary Duties Owed to Unitholders by the General Partner as Prescribed by
Law and the Amended and Restated Partnership Agreement."     

The fiduciary obligations of general partners is a developing area of law.
The provisions of the Delaware Act that allow the fiduciary duties of a general
partner to be waived or restricted by a partnership agreement have not been
resolved in a court of law. Further, the general partner has not obtained an
opinion of counsel covering the provisions in the amended and restated
partnership agreement that purport to waive or restrict fiduciary duties of the
general partner. Common unitholders should consult their own legal counsel
concerning the fiduciary responsibilities of the general partner and its
officers and directors and the available remedies for a breach of those duties.

Conflicts of interest could arise in the situations described below, among
others:

Certain Actions Taken by the General Partner May Affect the Amount of Cash
Available for Distribution to Unitholders or Accelerate the Right to Convert
Senior Subordinated Units and Junior Subordinated Units. The amount of cash
that is available for distribution to unitholders is affected by decisions of
the general partner regarding matters such as:     

. cash expenditures,     

. participation in capital expansions and acquisitions,     

. borrowings,     

. issuance of additional units and     

. establishment of reserves.     

128

In addition, borrowings by Star Gas Partners do not constitute a breach of
any duty owed by the general partner to the unitholders, including those
borrowings that have the purpose or effect of:     

. causing incentive distributions to be made,     

. hastening the expiration of the subordination period or     

. converting the senior subordinated and junior subordinated units into
Class B common units.     

The amended and restated partnership agreement provides that Star Gas Partners
may borrow funds from the general partner and its affiliates although the
general partner and its affiliates may not borrow funds from Star Gas Partners.

Star Gas Partners' Borrowings May Enable the General Partner to Permit
Distributions on the Senior Subordinated Units, Junior Subordinated Units and
General Partner Units. Typically the general partner must act as a fiduciary to
Star Gas Partners and the unitholders, and therefore must consider Star Gas
Partners' best interests when deciding whether to make capital or operating
expenditures or take other steps in its business. It is not a breach of the
general partner's fiduciary duty under the amended and restated partnership
agreement if Star Gas Partners' borrowings are effected in a manner that,
directly or indirectly, enables the general partner to permit the payment of
distributions on the senior subordinated units, junior subordinated units and
general partner units.     

Star Gas Partners Reimburses the General Partner and Its Affiliates for
Certain Expenses.  Under the amended and restated partnership agreement, the
general partner and its affiliates are reimbursed by Star Gas Partners for
certain expenses incurred on behalf of Star Gas Partners, including costs
incurred in providing corporate staff and support services to Star Gas
Partners. The general partner determines the expenses that are allocable to
Star Gas Partners in any reasonable manner and in its sole discretion. See
"Management of Star Gas Partners After the Transaction--Reimbursement of
Expenses of the General Partner."     

The General Partner Intends to Limit Its Liability with Respect to Star Gas
Partners' Obligations. The general partner intends to limit Star Gas Partners'
liability under contractual arrangements so that the other party has recourse
only as to all or particular assets of Star Gas Partners, and not against the
general partner or its assets. The amended and restated partnership agreement
provides that any action taken by the general partner to limit its liability or
that of Star Gas Partners is not a breach of the general partner's fiduciary
duties, even if Star Gas Partners could have obtained more favorable terms
without the limitation on liability.     

Unitholders Have No Right to Enforce Obligations of the General Partner and
Its Affiliates Under Agreements with Star Gas Partners. Star Gas Partners will
acquire services from, or provide certain services to, the general partner and
its affiliates on an ongoing basis. The agreements relating to these
arrangements will not grant to the unitholders, separate and apart from Star
Gas Partners, the right to enforce the obligations of the general partner and
its affiliates in favor of Star Gas Partners. Therefore, the general partner is
primarily responsible for enforcing these obligations.     

Contracts Between Star Gas Partners on the One Hand, and the General Partner
and Its Affiliates on the Other Will Not Be the Result of Arm's-Length
Negotiations. The amended and restated partnership agreement allows the general
partner to pay itself or its affiliates for any services rendered (provided
these services are rendered on terms that are fair and reasonable to Star Gas

129

Partners) or enter into additional contractual arrangements with any of its
affiliates on behalf of Star Gas Partners. Neither the amended and restated
partnership agreement nor any of the other agreements, contracts and
arrangements between Star Gas Partners, on the one hand, and the general
partner and its affiliates, on the other, are or will be the result of arm's-
length negotiations. All of these transactions entered into are required to be
on terms that are fair and reasonable to Star Gas Partners.     

Units Are Subject to a Limited Call Right. The general partner may exercise
its right to call for and purchase units as provided in the amended and
restated partnership agreement or assign this right to its affiliates or to
Star Gas Partners. The general partner thus may use its own discretion, free of
fiduciary duty restrictions, in determining whether to exercise that right. As
a consequence, a unitholder may have his units purchased from him at an
undesirable time and/or price. For a description of this right, see "The
Amended and Restated Partnership Agreement--Limited Call Right on Outstanding
Limited Partner Interests."     

The General Partner's Affiliates May Compete with Star Gas Partners. The
general partner may not engage in any business or activity or incur any debts
or liabilities except in its duties associated with or incidental to     

.its performance as general partner of Star Gas Partners or its affiliates
or     

.  the acquiring, owning or disposing of debt or equity securities of these
entities.     

In addition, Irik P. Sevin has an agreement with Star Gas Partners that
provides that following the completion of the transaction he will not engage in
the retail propane or retail home heating oil business in the United States so
long as he     

.  is a director, officer or employee of the general partner, Star Gas
Partners or a subsidiary of Star Gas Partners or     

.  has access to information that would put Star Gas Partners at a
competitive disadvantage.     

Further, so long as Mr. Sevin and his mother, Ms. Audrey Sevin, own in the
aggregate more than a 10% voting interest in the general partner, he will not
directly or indirectly employ in a competing retail propane business or retail
home heating oil business a person who was a managerial employee of the general
partner, Star Gas Partners or a subsidiary of Star Gas Partners during the
twelve-month period before that date of employment.     

Fiduciary Duties Owed to Unitholders by the General Partner as Prescribed by
Law and the Amended and Restated Partnership Agreement     

The general partner is accountable to Star Gas Partners and the unitholders
as a fiduciary. Consequently, the general partner must exercise good faith and
integrity in handling the assets and affairs of Star Gas Partners. In contrast
to the relatively well-developed law concerning fiduciary duties owed by
officers and directors to the common stockholders of a corporation, the law
concerning the duties owed by general partners to other partners and to
partnerships is relatively undeveloped. Neither the Delaware Act nor case law
defines with particularity the fiduciary duties     

130

owed by general partners to limited partners of a limited partnership. The
Delaware Act does provide that Delaware limited partnerships may, in their
partnership agreements, restrict or expand the fiduciary duties that might
otherwise be applied by a court in analyzing the standard of duty owed by
general partners to limited partners and the partnership. Fiduciary duties are
generally considered to include an obligation to act with the highest good
faith, fairness and loyalty. Such duty of loyalty, in the absence of a
provision in a partnership agreement providing otherwise, would generally
prohibit a general partner of a Delaware limited partnership from taking any
action or engaging in any transaction as to which it has a conflict of
interest. In order to induce the general partner to manage the business of Star
Gas Partners, the amended and restated partnership agreement, as permitted by
the Delaware Act, contains various provisions intended to have the effect of
restricting the fiduciary duties that might otherwise be owed by the general
partner to Star Gas Partners and its partners. The amended and restated
partnership agreement also contains provisions waiving or consenting to conduct
by the general partner and its affiliates that might otherwise raise issues as
to compliance with fiduciary duties or applicable law.     

The amended and restated partnership agreement provides that in order to
become a limited partner of Star Gas Partners, a unitholder is required to
agree to be bound by its provisions, including the provisions discussed above.
This is in accordance with the policy of the Delaware Act favoring the
principle of freedom of contract and the enforceability of partnership
agreements. The Delaware Act also provides that a partnership agreement is
enforceable even if not signed by a person being admitted as a limited partner
or becoming an assignee in accordance with the terms of that agreement.     

The amended and restated partnership agreement provides that whenever a
conflict of interest arises between the general partner or its affiliates, on
the one hand, and Star Gas Partners or any other partner, on the other, the
general partner shall resolve this conflict. The general partner shall not be
in breach of its obligations under the amended and restated partnership
agreement or its duties to Star Gas Partners or the unitholders if the
resolution of this conflict is fair and reasonable to Star Gas Partners. Any
resolution shall conclusively be deemed to be fair and reasonable to Star Gas
Partners if the resolution is     

(1) approved by the audit committee (although no party is obligated to seek
approval and the general partner may adopt a resolution or course of
action that has not received approval),     

(2) on terms no less favorable to Star Gas Partners than those generally
being provided to or available from unrelated third parties or     

(3) fair to Star Gas Partners, taking into account the totality of the
relationships between the parties involved (including other
transactions that may be particularly favorable or advantageous to Star
Gas Partners).     

In resolving this conflict, the general partner may (unless the resolution is
specifically provided for in the amended and restated partnership agreement)
consider the relative interests of the parties involved in the conflict or
affected by the action, any customary or accepted industry practices or
historical dealings with a particular person or entity and, if applicable,
generally accepted accounting or engineering practices or principles and other
factors as it deems relevant. Thus, unlike the strict     

131

duty of a fiduciary who must act solely in the best interests of his
beneficiary, the general partner may consider the interests of all parties to a
conflict of interest, including the interests of the general partner. Unless
the general partner has acted in bad faith, the action taken by the general
partner shall not constitute a breach of the amended and restated partnership
agreement, any other agreement or any standard of care or duty imposed by the
Delaware Act or other applicable law. The amended and restated partnership
agreement also provides that in certain circumstances the general partner may
act in its sole discretion, in good faith or under other appropriate standards.

The Delaware Act provides that a limited partner may institute legal action
on behalf of a partnership (a partnership derivative action) to recover damages
from a third party where the general partner has refused to institute the
action or where an effort to cause the general partner to do so is not likely
to succeed. In addition, the statutory or case law of certain jurisdictions may
permit a limited partner to institute legal action on behalf of himself or all
other similarly situated limited partners (a class action) to recover damages
from a general partner for violations of its fiduciary duties to the limited
partners.     

The amended and restated partnership agreement also provides that any
standard of care and duty imposed thereby or under the Delaware Act or any
applicable law, rule or regulation will be modified, waived or limited, to the
extent permitted by law, as required to permit the general partner and its
officers and directors to act under the amended and restated partnership
agreement or any other agreement contemplated therein and to make any decision
pursuant to the authority prescribed in the amended and restated partnership
agreement so long as that action is reasonably believed by the general partner
to be in, or not inconsistent with, the best interests of Star Gas Partners.
Further, the amended and restated partnership agreement provides that the
general partner and its officers and directors will not be liable for monetary
damages to Star Gas Partners, the limited partners or assignees for errors of
judgment or for any acts or omissions if the general partner and the other
persons acted in good faith.     

In addition, under the terms of the amended and restated partnership
agreement, Star Gas Partners is required to indemnify the general partner and
its officers, directors, employees, affiliates, partners, agents and trustees,
to the fullest extent permitted by law, against liabilities, costs and expenses
incurred by the general partner or other persons, if the general partner or
those persons acted in good faith and in a manner they reasonably believed to
be in, or not opposed to, the best interests of Star Gas Partners and, with
respect to any criminal proceedings, had no reasonable cause to believe the
conduct was unlawful. See "The Amended and Restated Partnership Agreement--
Indemnification Obligations of Star Gas Partners."     

132

CASH DISTRIBUTION POLICY

The following discussion gives effect to the adoption of the amendment
proposal and is furnished by Star Gas Partners. Thus, references to "we," "us"
and "our" are to Star Gas Partners. In addition, a glossary of certain terms
used in this proxy statement begins on page 194.     

General Description of Star Gas Partners' Cash Distribution     

In general, we distribute to our partners on a quarterly basis, all of our
Available Cash in the manner described below. "Available Cash" generally means,
with respect to any of our fiscal quarters, all cash on hand at the end of that
quarter less the amount of cash reserves that are necessary or appropriate in
the reasonable discretion of the general partner to:     

(1) provide for the proper conduct of Star Gas Partners' business,     

(2) comply with applicable law or any of our debt instruments or other
agreements or     

(3) provide funds for distributions to the common unitholders and the
senior subordinated unitholders during the next four quarters (in
certain circumstances).     

The general partner may not establish cash reserves for distributions to the
senior subordinated units unless the general partner has determined that in its
judgment the establishment of reserves will not prevent us from distributing
the minimum quarterly distribution on all common units and any common unit
arrearages on those units for the next four quarters. As discussed below, the
restrictions on distributions to senior subordinated units, junior subordinated
units and general partner units could result in cash that would otherwise be
Available Cash being reserved for other purposes.     

Cash distributions will be characterized as distributions from either
Operating Surplus or Capital Surplus. This distinction affects the amounts
distributed among different classes of units. See "--Quarterly Distributions of
Available Cash."     

Operating Surplus as currently defined generally refers to:     

(1) the cash balance of Star Gas Partners on the date we commenced
operations, plus approximately $16 million, plus all of our cash
receipts of Star Gas Partners (excluding cash receipts from Capital
Surplus), less     

(2) all of our operating expenses (including expenses of the general
partner incurred on our behalf), debt service payments, maintenance
capital expenditures and reserves established for future Star Gas
Partners operations; provided, however, that Operating Surplus is
calculated without any reduction for costs or expenses incurred in the
transaction.     

Capital Surplus will generally be generated only by borrowings (other than
for working capital purposes), sales of debt and equity securities and sales or
other dispositions of assets for cash (other than inventory, accounts
receivable and other assets, all as disposed of in the ordinary course of
business).

To avoid the difficulty of trying to determine whether Available Cash is
distributed from Operating Surplus or Capital Surplus, all Available Cash
distributed from any source will be treated as distributed from Operating
Surplus until the sum of all Available Cash distributed since our commencement
equals the Operating Surplus as of the end of the quarter prior to that
distribution.

133

Any excess Available Cash (irrespective of its source) will be deemed to be
Capital Surplus and distributed accordingly.

If Capital Surplus is distributed on each common unit offered in our initial
public offering in an aggregate amount per unit equal to $22.00 per common
unit, the distinction between Operating Surplus and Capital Surplus will cease,
and all distributions will be treated as from Operating Surplus. The general
partner does not expect that there will be significant distributions from
Capital Surplus.     

The senior subordinated units and the junior subordinated units are each a
separate class of interests in Star Gas Partners, and the rights of holders of
those interests to participate in distributions differ from the rights of the
holders of common units. When issued, the Class B common units will also be a
separate class of interests in Star Gas Partners.     

Quarterly Distributions of Available Cash

We will make distributions to our partners with respect to each of our fiscal
quarters prior to liquidation in an amount equal to all of our Available Cash
for that quarter. Distributions will be made approximately 45 days after each
March 31, June 30, September 30 and December 31, to holders of record on the
applicable record date. If Star Gas Partners meets certain tests described in
the amended and restated partnership agreement, the first distribution
permitted to be paid to the holders of the senior subordinated units issued in
the transaction will be paid for the quarter ending June 30, 1999 and will be
paid on approximately August 14, 1999 to holders of record on approximately
August 3, 1999. The distribution, if paid, will include a pro rata distribution
for the period between the completion of the transaction and March 31, 1999.
The first distribution on the common units (including those issued in the
equity offering) subsequent to the completion of the transaction will be paid
for the quarter ending March 31, 1999 on approximately May 15, 1999 to holders
of record on approximately May 4, 1999 regardless of how many days the common
units have been outstanding. For a discussion of certain restrictions on
distributions to the holders of subordinated interests, see "--Limitation on
Distributions on Subordinated Interests."     

Upon expiration of the subordination period, all senior subordinated units
and junior subordinated units will be converted (on a one-for-one basis) into
Class B common units (all references to common units after the expiration of
the subordination period are deemed to be references to Class A common units
and Class B common units, collectively, unless otherwise indicated) and
distributions on the general partner units will no longer be subordinated to
distributions on the common units. Neither Class A common units nor Class B
common units will accrue arrearages for any quarter after the subordination
period, and senior subordinated units, junior subordinated units and general
partner units will not accrue any arrearages on distributions for any quarter.

The minimum quarterly distribution and the target distribution levels are
subject to adjustment as described below under "--Distributions from Capital
Surplus" and "--Adjustment of Minimum Quarterly Distribution and Target
Distribution Levels."     

134

Distributions of Available Cash from Operating Surplus During the Subordination
Period

The subordination period will generally extend until the first day of any
quarter beginning on or after July 1, 2002 for which:     

(1) distributions of Available Cash from Operating Surplus on the common
units, senior subordinated units, junior subordinated units and general
partner units equaled or exceeded the sum of the minimum quarterly
distributions on all of the outstanding common units, senior
subordinated units, junior subordinated units and general partner units
with respect to each of the three non-overlapping four-quarter periods
immediately preceding that date,     

(2) the Adjusted Operating Surplus generated during each of the three
immediately preceding non-overlapping four-quarter periods equaled or
exceeded the sum of the minimum quarterly distributions on all of the
outstanding common units, senior subordinated units, junior
subordinated units and general partner units during those periods on a
fully diluted basis with respect to employee options or other employee
incentive compensation (including all outstanding units and all common
units issuable upon exercise of employee options that have, as of the
date of determination, already vested or are scheduled to vest prior to
the end of the quarter immediately following the quarter for which the
determination is made, and all units that have as of the date of
determination been earned by but not yet issued to management of Star
Gas Partners in respect of incentive compensation) and     

(3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.     

In certain circumstances, if the general partner is removed without cause,
the subordination period will end, any existing arrearages on the common units
will be extinguished, the senior subordinated units and junior subordinated
units will immediately convert into Class B common units and distributions on
the general partner units will no longer be subordinated. See "The Amended and
Restated Partnership Agreement--Withdrawal or Removal of the General Partner;
Approval of Successor General Partner."     

Distributions of Available Cash from Operating Surplus with respect to any
quarter during the subordination period will be made in the following manner:

first, 100% to the common units, pro rata, until there has been
distributed for each common unit an amount equal to the minimum quarterly
distribution for that quarter;     

second, 100% to the common units, pro rata, until there has been
distributed for each common unit an amount equal to any cumulative common
unit arrearages on each common unit for any prior quarter;     

third, 100% to the senior subordinated units, pro rata, until there has
been distributed for each senior subordinated unit an amount equal to the
minimum quarterly distribution for that quarter;     

fourth, 100% to the junior subordinated units and general partner units,
pro rata, until there has been distributed for each junior subordinated
unit and general partner unit an amount equal to the minimum quarterly
distribution for that quarter; and     

thereafter, in the manner described in "--Incentive Distributions During
the Subordination Period" below.

135

Upon completion of the transaction, the general partner will have a 1.99%
general partner interest in Star Gas Partners in the form of general partner
units and a 0.01% general partner interest in Star Gas Propane. References in
this proxy statement to distributions on the general partner units disregard
the general partner's 0.01% general partner interest in Star Gas Propane.     

Distributions of Available Cash from Operating Surplus After the Subordination
Period

Distributions of Available Cash from Operating Surplus for any quarter after
the subordination period will be made in the following manner:     

first, 100% to all units, pro rata, until there has been distributed to
each unit an amount equal to the minimum quarterly distribution for that
quarter; and     

thereafter, in the manner described in "--Incentive Distributions After
the Subordination Period" below.

Incentive Distributions During the Subordination Period

For any quarter for which Available Cash from Operating Surplus is
distributed to each of the common units, senior subordinated units, junior
subordinated units and general partner units in an amount equal to the minimum
quarterly distribution and Available Cash has been distributed on outstanding
common units in the amount as may be necessary to eliminate any cumulative
common unit arrearages, then any additional Available Cash from Operating
Surplus in respect of that quarter will be distributed among the units in the
following manner:     

first, 100% to all units, until each unit has received (in addition to
any distributions to the common units to eliminate any cumulative common
unit arrearages) a total of $0.604 per unit for that quarter or each unit
(the "First Target Distribution");     

second, 86.7% to all units, pro rata, and 13.3% to all senior
subordinated units, junior subordinated units and general partner units,
pro rata, until the common units have received (in addition to any
distributions to common unitholders to eliminate any cumulative common unit
arrearages) a total of $0.711 per unit for that quarter or each common unit
(the "Second Target Distribution");     

third, 76.5% to all units, pro rata, and 23.5% to all senior subordinated
units, junior subordinated units and general partner units, pro rata, until
the common units have received (in addition to any distributions to common
unitholders to eliminate any cumulative common unit arrearages) a total of
$0.926 per unit for that quarter or each common unit (the "Third Target
Distribution"); and     

thereafter, 51.0% to all units, pro rata, and 49.0% to all senior
subordinated units, junior subordinated units and general partner units,
pro rata.     

The amended and restated partnership agreement may not be amended (including
the issuance of additional partnership securities) in any manner which would
increase the aggregate amount of incentive distributions without the approval
of a majority of the outstanding units of the classes that would be adversely
affected (each class voting separately).     

The following table illustrates the percentage of Available Cash from
Operating Surplus distributed pro rata as the base distribution to all
unitholders pro rata and the percentage of Available     

136

Cash distributed as incentive distributions to the holders of senior
subordinated units, junior subordinated units and general partner units only at
the target distribution levels. The percentages in the table below are the
percentage interests of the unitholders in Available Cash from Operating
Surplus distributed as base distributions to all unitholders and distributed as
incentive distributions based on the number of units outstanding immediately
after completion of the transaction.     

PERCENTAGE OF AVAILABLE CASH
DISTRIBUTED AS INCENTIVE
DISTRIBUTIONS TO THE SPECIFIED
UNIT CLASS
---------------------------------
PERCENTAGE OF  PERCENTAGE OF
QUARTERLY   AVAILABLE CASH AVAILABLE CASH
DISTRIBUTION DISTRIBUTED AS DISTRIBUTED AS    SENIOR       JUNIOR    GENERAL
AMOUNT PER       BASE        INCENTIVE    SUBORDINATED SUBORDINATED PARTNER
COMMON UNIT  DISTRIBUTIONS  DISTRIBUTIONS     UNITS        UNITS      UNITS
------------ -------------- -------------- ------------ ------------ -------

Minimum Quarterly
Distribution...........    $0.575        100.0%            --            --          --         --
First Target
Distribution...........     0.604        100.0             --            --          --         --
Second Target
Distribution...........     0.711         86.7           13.3%         10.2%        2.1%       1.0%
Third Target
Distribution...........     0.926         76.5           23.5          17.9         3.7        1.9
Thereafter..............        --         51.0           49.0          37.4         7.7        3.9

The percentage allocation of incentive distributions among senior
subordinated units, junior subordinated units and general partner units, will
change in the future if there are additional non- proportional issuances of
units.     

The following table illustrates the distribution of Available Cash per unit
among the common units, senior subordinated units, junior subordinated units
and general partner units at the target distribution levels. The calculations
are based on the assumption that the quarterly distribution amounts shown do
not include any cumulative common unit arrearages. The amounts in the table
below are based on the units outstanding immediately after completion of the
transaction.     

QUARTERLY DISTRIBUTION AMOUNT
----------------------------------------
SENIOR       JUNIOR    GENERAL
COMMON SUBORDINATED SUBORDINATED PARTNER
UNIT      UNIT         UNIT      UNIT
------ ------------ ------------ -------

Minimum Quarterly Distribution........ $0.575    $0.575       $0.575    $0.575
First Target Distribution.............  0.604     0.604        0.604     0.604
Second Target Distribution............  0.711     0.777        0.777     0.777
Third Target Distribution.............  0.926     1.257        1.257     1.257

INCENTIVE DISTRIBUTIONS AFTER THE SUBORDINATION PERIOD

For any quarter for which Available Cash from Operating Surplus is
distributed to each of the Class A common units, the Class B common units and
general partner units in an amount equal to the minimum quarterly distribution,
then any additional Available Cash from Operating Surplus for that quarter will
be distributed among the unitholders in the following manner:     

first, 100% to all units, pro rata, until the units have received the
First Target Distribution;     

second, 86.7% to all units, pro rata, and 13.3% to all Class B common
units and general partner units, pro rata, until the Class A common units
have received the Second Target Distribution;     

137

third, 76.5% to all units, pro rata, and 23.5% to all Class B common
units and general partner units, pro rata, until the Class A common units
have received the Third Target Distribution; and     

thereafter, 51% to all units, pro rata, and 49% to all Class B common
units and general partner units, pro rata.     

The following table illustrates the distribution of Available Cash per unit
among the Class A common units, Class B common units and general partner units
at the target distribution levels. The calculations are based on the assumption
that the quarterly distribution amounts shown do not include any cumulative
common unit arrearages. The amounts set forth below are based on the number of
units outstanding immediately after completion of the transaction.     

Quarterly
Distribution
---------------------
Class  Class
A      B    General
Common Common Partner
Unit   Unit   Unit
------ ------ -------

Minimum Quarterly Distribution............................ $0.575 $0.575 $0.575
First Target Distribution.................................  0.604  0.604  0.604
Second Target Distribution................................  0.711  0.777  0.777
Third Target Distribution.................................  0.926  1.257  1.257

Distributions from Capital Surplus

Distributions by Star Gas Partners of Available Cash from Capital Surplus
will be made 100% on all units, pro rata, until Star Gas Partners has
distributed, on each common unit issued in the initial public offering,
Available Cash from Capital Surplus in an aggregate amount per common unit
issued in the initial public offering equal to $22.00, which was the unit price
from the initial public offering. Thereafter, all distributions from Capital
Surplus will be distributed as if they were from Operating Surplus.     

When a distribution is made from Capital Surplus, it is treated as if it were
a repayment of the unit price from the initial public offering. To reflect
repayment, the minimum quarterly distribution and the target distribution
levels will be adjusted downward by multiplying each amount by a fraction, the
numerator of which is the Unrecovered Initial Unit Price immediately after
giving effect to the repayment and the denominator of which is the Unrecovered
Initial Unit Price immediately prior to the repayment. For example, based on
the Unrecovered Initial Unit Price of $22.00 per unit and assuming Available
Cash from Capital Surplus of $11.00 per unit is distributed on all common units
issued in the initial public offering (assuming no prior adjustments), then the
amount of the minimum quarterly distribution and the target distribution levels
would each be reduced to 50% of its initial level.     

When "payback" of the unit price from the initial public offering has
occurred (when the Unrecovered Initial Unit Price is zero), then in effect the
minimum quarterly distribution and the target distribution levels each will
have been reduced to zero. Thereafter, all distributions of Available Cash from
all sources will be treated as if they were from Operating Surplus and, because
the minimum quarterly distribution and the target distribution levels will have
been reduced to zero, the holders of the rights to incentive distributions will
be entitled to receive 49% of all distributions of Available Cash after
distributions for cumulative common unit arrearages.     

138

Distributions from Capital Surplus will not reduce the minimum quarterly
distribution or any of the target distribution levels for the quarter in which
they are distributed.     

Limitation on Distributions on Subordinated Interests

During the time period beginning with the completion of the transaction and
ending on June 30, 1999, Star Gas Partners may make a distribution of Available
Cash on the senior subordinated units, junior subordinated units and general
partner units in an amount up to the minimum quarterly distribution for that
period to the extent the sum of EBITDA, less interest, less taxes and less
maintenance capital expenditures consolidated (combined from October 1, 1998
until completion of the transaction) for Star Gas Partners and Petro ("Adjusted
Distributable Cash") for the time period beginning October 1, 1998 and ending
on June 30, 1999 exceeds the sum of     

(1) $57,172,000, plus or minus

(2) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending December 31, 1998, exceeds or is less
than 10,544,000, plus or minus     

(3) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending March 31, 1999 exceeds or is less
than 10,544,000, plus or minus     

(4) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending June 30, 1999, exceeds or is less
than 10,544,000.     

For the quarter ending September 30, 1999, Star Gas Partners may make a
distribution of Available Cash on the senior subordinated units, junior
subordinated units and general partner units to the extent the Adjusted
Distributable Cash for the time period beginning October 1, 1998 and ending on
September 30, 1999 exceeds the sum of     

(1) $25,307,000 plus or minus

(2) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending December 31, 1998, exceeds or is less
than 10,544,000, plus or minus     

(3) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending March 31, 1999, exceeds or is less
than 10,544,000, plus or minus     

(4) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending June 30, 1999, exceeds or is less
than 10,544,000, plus or minus     

(5) the product of (A) $0.60 and (B) the amount by which the number of
common units outstanding on the record date for the distribution of
Available Cash for the quarter ending September 30, 1999, exceeds or is
less than 10,544,000.     

Beginning with the distribution for the quarter ending on December 31, 1999,
no distributions will be made on the senior subordinated units, junior
subordinated units or general partner units,     

139

except for distributions from Capital Surplus, unless the aggregate amount of
distributions on all units for all quarters, beginning with the quarter ended
December 31, 1999, shall be equal to or less than the total Operating Surplus
generated by us since October 1, 1999 (which does not include the approximately
$16.7 million and our cash balance on the date we commenced operations).     

The holders of the senior subordinated units, junior subordinated units and
general partner units are not prohibited from receiving distributions from
Capital Surplus in a partial liquidation during the subordination period.     

Adjustment of Minimum Quarterly Distribution and Target Distribution Levels

In addition to adjustments made upon a distribution of Available Cash from
Capital Surplus,

(1) the minimum quarterly distribution,     

(2) the target distribution levels,     

(3) the Unrecovered Initial Unit Price,     

(4) the number of additional common units issuable during the
subordination period without a unitholder vote,     

(5) the number of Class B common units issuable upon conversion of the
senior subordinated units and     

(6) junior subordinated units and other amounts calculated on a per unit
basis     

will be proportionately adjusted upward or downward, as appropriate, if any
combination or subdivision of units should occur (whether effected by a
distribution payable in units or otherwise), but not by reason of the issuance
of additional units for cash or property.     

For example, if a two-for-one split of the common units should occur (assuming
no prior adjustments), the minimum quarterly distribution, the target
distribution levels and the Unrecovered Initial Unit Price would each be
reduced to 50% of its initial level.     

The minimum quarterly distribution and target distribution levels may also be
adjusted if legislation is enacted or if existing law is modified or
interpreted by the relevant governmental authority in a manner that causes Star
Gas Partners to become taxable as a corporation or otherwise subjects us to
taxation as an entity for federal, state or local income tax purposes. In this
event, the minimum quarterly distribution and target distribution levels for
each quarter thereafter would be reduced to amounts equal to the product of

(1) the minimum quarterly distribution or target distribution level
multiplied by     

(2) one minus the sum of     

(x) the highest marginal federal corporate (or other entity as
applicable) income tax rate to which we are then subject as an entity
plus     

(y) any increase in the effective overall state and local income tax
rate to which we are subject as a result of the new imposition of the
entity level tax (after taking into account the benefit of any
deduction allowable for federal income tax purposes with respect to the
payment of state and local income taxes), but only to the extent of the
increase in rates resulting from that legislation or interpretation.

140

For example, assuming we are not previously subject to state and local income
tax, if we were to become taxable as an entity for federal income tax purposes
and we became subject to a maximum marginal federal, and effective state and
local, income tax rate of 38%, then the minimum quarterly distribution and the
target distribution levels would each be reduced to 62% of the amount thereof
immediately prior to the adjustment.     

Issuance of Additional Senior Subordinated Units

The amended and restated partnership agreement provides that for each full
non-overlapping four-quarter period ending on or after the first anniversary of
the completion of the transaction, but prior to the fifth anniversary of the
completion of the transaction, in which the dollar amount of Petro Adjusted
Operating Surplus per Petro Unit equals or exceeds $2.90, we will issue 303,000
senior subordinated units (or 303,000 Class B common units if the issuance
occurs after the end of the subordination period) to the holders of the senior
subordinated units, junior subordinated units and the general partner units on
the record date for the distribution of the final quarter of the four-quarter
period, pro rata; provided that Star Gas Partners may not issue more than
909,000 senior subordinated units or Class B common units in the aggregate
under this provision; provided, further, that Star Gas Partners may not issue
more than 303,000 senior subordinated units or Class B common units under this
provision in any 365-day period. We will not issue any fractional senior
subordinated units or Class B common units in the issuance of the additional
units. We will pay to each holder who would otherwise be entitled to a
fractional senior subordinated unit an amount in cash to be paid in lieu of
those fractional units determined by multiplying the fraction by the Current
Market Price of a senior subordinated unit or a Class B common unit, as the
case may be, as of the date three days prior to issuance of the additional
units. On the first day after the record date for distributions with respect to
the first quarter ending on or after the fifth anniversary of completion of the
transaction, the right to receive the additional units shall lapse and all
conversion rights shall cease to exist.     

"Petro Adjusted Operating Surplus" means, for any four-quarter period, the
Adjusted Operating Surplus generated by Petro (which for purposes of this
definition includes all subsidiaries of Star Gas Partners primarily engaged in
the home heating oil business) during that four quarter period, as determined
in good faith by a majority of the members of the board of directors of the
general partner (with the concurrence of the audit committee of the board of
directors of the General Partner consisting of two members of the board who are
not officers of the general partner). In calculating Petro Adjusted Operating
Surplus,     

(1) debt service (including the payment of principal, interest and
premium) on all debt incurred or assumed by Petro or any of its affiliates,
the proceeds of which are used by or for the benefit of Petro (including
the proceeds from the debt offering), shall be included to the extent that
debt service is included in the calculation of Operating Surplus, and     

(2) debt service (including the payment of principal, interest and
premium) on all debt incurred or assumed by Petro or any of its affiliates,
the proceeds of which are not used by or for the benefit of Petro, shall be
excluded.     

141

"Petro Units", for any date, means the sum of     

(1) the excess of the number of units outstanding at completion of the
transaction over the number of units outstanding immediately before the
completion of the transaction (assuming the simultaneous closing of the
equity offering),     

(2) the number of units issued by Star Gas Partners after the transaction
to the extent the net proceeds of which are contributed to Petro (which for
these purposes includes all subsidiaries of Star Gas Partners primarily
engaged in the home heating oil business),     

(3) the number of senior subordinated units or Class B common units
issued under the amended and restated partnership agreement based on the
performance of Petro and     

(4) the deemed number of units outstanding based upon a contribution of
capital to Petro by Star Gas Partners or any of its affiliates after
completion of the transaction (which contribution is not covered by (2)
above or traceable to debt proceeds), which number of deemed units is
obtained by dividing     

(A) the amount of that contribution by     

(B) the Current Market Price of a common unit (or of a Class A common
unit after the termination of the Subordination Period).     

If Petro pays down debt of Petro or debt allocated to Petro from internally
generated funds of Petro and if those internally generated funds exist at Petro
only because Petro has not paid dividends up to Star Gas Partners in an amount
equal to the distributions that would have been paid on the Petro Units had
they been actual outstanding units of Star Gas Partners, then the amount used
to pay down that debt will be treated as if it were contributed to Petro by
Star Gas Partners. The distribution per senior subordinated unit of Star Gas
Partners shall be the amount that Star Gas Partners would have been deemed to
have distributed per Petro Unit had they been actual outstanding units of Star
Gas Partners. For purposes of the number of deemed outstanding units in (4)
above, those units shall be deemed to be issued on the date of such Capital
Contribution. For this purpose, common unit means Class A common units upon
expiration of the subordination period. Petro Units are not "units" as such
term used in this proxy statement.     

The terms upon which any of the said additional units may be issued may not
be amended in a manner that would materially adversely affect the rights of the
holders thereof without the affirmative vote of the holders of a majority of
the outstanding senior subordinated units, junior subordinated units and
general partner units, voting together as a single class.     

Distributions of Cash upon Liquidation During the Subordination Period

Following the commencement of the dissolution and liquidation, assets will be
sold or otherwise disposed of and the partners' capital account balances will
be adjusted to reflect any resulting gain or loss. The proceeds of liquidation
will, first, be applied to the payment of our creditors in the order of
priority provided in the amended and restated partnership agreement and by law
and, thereafter, be distributed on the units in accordance with respective
capital account balances, as so adjusted.     

Partners are entitled to liquidation distributions in accordance with capital
account balances. Although operating losses are allocated on all units pro
rata, the allocations of gains and losses attributable to liquidation are
intended to entitle the holders of outstanding common units to a     

142

preference over the holders of outstanding senior subordinated units, junior
subordinated units and general partner units, to the extent of the Unrecovered
Initial Unit Price plus any cumulative common unit arrearages. However, no
assurance can be given that there will be sufficient gain upon liquidation of
Star Gas Partners to enable the holders of common units to fully recover all of
such amounts, even though there may be cash available for distribution to the
holders of senior subordinated units and junior subordinated units. The manner
of such adjustment is provided in the amended and restated partnership
agreement. If our liquidation occurs before the end of the subordination
period, any gain (or unrealized gain attributable to assets distributed in
kind) will be allocated to the partners as follows:     

first, to the partners that have negative balances in their capital
accounts, to the extent of and in proportion to, those negative balances;

second, 100% to the common units, pro rata, until the capital account for
each common unit is equal to the Unrecovered Initial Unit Price for that
common unit plus the amount of the minimum quarterly distribution for the
fiscal quarter during which the dissolution occurs, plus any cumulative
common unit arrearages on those common units;     

third, 100% to the senior subordinated units, pro rata, until the capital
account for each senior subordinated unit is equal to the Unrecovered
Initial Unit Price plus the amount of the minimum quarterly distribution
for the fiscal quarter during which the dissolution occurs.     

fourth, 100% to the junior subordinated units and general partner units,
pro rata, until the Capital Account for each junior subordinated unit is
equal to the Unrecovered Initial Unit Price plus the amount of the minimum
quarterly distribution for the fiscal quarter during which the dissolution
occurs;     

fifth, 100% to all units, pro rata, until there has been allocated under
this clause an amount per common unit equal to (a) the excess of the First
Target Distribution per unit over the then effective minimum quarterly
distribution per unit for each quarter of Star Gas Partners' existence,
less (b) the amount per common unit of any distributions of Available Cash
from Operating Surplus in excess of the then effective minimum quarterly
distribution per unit that was distributed 100% to all units, pro rata, for
each quarter of Star Gas Partners' existence;     

sixth, 86.7% to all units, pro rata, 13.3% to senior subordinated units,
junior subordinated units and general partner units, pro rata, until there
has been allocated under this clause an amount per common unit equal to (a)
the excess of the Second Target Distribution per common unit over the First
Target Distribution per common unit for each quarter of Star Gas Partners'
existence, less (b) the amount per common unit of any distributions of
Available Cash from Operating Surplus in excess of the First Target
Distribution per common unit but not in excess of the Second Target
Distribution for each quarter of Star Gas Partners' existence;     

seventh, 76.5% to all units, pro rata, and 23.5% to all senior
subordinated units, junior subordinated units and general partner units,
pro rata, until there has been allocated under this clause an amount per
common unit equal to (a) the excess of the Third Target Distribution per
common unit over the Second Target Distribution but not in excess of the
Third Target Distribution for each quarter of Star Gas Partners' existence;
and     

thereafter, 51.0% to all units, pro rata, and 49.0% to all senior
subordinated units, junior subordinated units and general partner units,
pro rata.     

143

Any loss or unrealized loss will be allocated to the unitholders as follows:
first, 100% to the junior subordinated units and general partner units, pro
rata, in proportion to the positive balances in their respective capital
accounts until the positive balances in their respective capital accounts have
been reduced to zero; second, 100% to the senior subordinated units in
proportion to the positive balances in their respective capital accounts until
the positive balances in their respective capital accounts have been reduced to
zero; third, 100% to the common units in proportion to the positive balances in
their respective capital accounts until the positive balances in the respective
capital accounts have been reduced to zero; and thereafter, to the general
partner units.     

Distributions of Cash upon Liquidation After the Subordination Period

If the liquidation of Star Gas Partners occurs after the end of the
subordination period, any gain (or unrealized gain attributable to assets
distributed in kind) will be allocated to the partners as follows:     

first, to the partners that have negative balances in their capital
accounts to the extent of and in proportion to those negative balances;

second, 100% to all Class A common units and Class B common units, until
the capital account for each Class A common unit and Class B common unit is
equal to the Unrecovered Initial Unit Price (plus the amount of the minimum
quarterly distribution for the fiscal quarter during which the dissolution
occurs);     

third, 100% to all units, pro rata, until there has been allocated under
this clause an amount per Class A common unit equal to (a) the excess of
the First Target Distribution per Class A common unit over the then
effective minimum quarterly distribution for each quarter of Star Gas
Partners' existence, less (b) the amount per Class A common unit of any
distributions of Available Cash from Operating Surplus in excess of the
then effective minimum quarterly distribution per Class A common unit that
was distributed 100% to units, pro rata, for each quarter of Star Gas
Partners' existence;     

fourth, 86.7% to all units, pro rata, and 13.3% to Class B common units
and general partner units, pro rata, until there has been allocated under
this clause an amount per Class A common unit equal to (a) the excess of
the Second Target Distribution per Class A common unit over the First
Target Distribution per Class A common unit for each quarter of Star Gas
Partners' existence, less (b) the amount per Class A common unit of any
distributions of Available Cash from Operating Surplus in excess of the
First Target Distribution but not in excess of the Second Target
Distribution for each quarter of Star Gas Partners' existence;     

fifth, 76.5% to all units, pro rata, and 23.5% to Class B common units
and general partner units, pro rata, until there has been allocated under
this clause five an amount per Class A common unit equal to (a) the excess
of the Third Target Distribution per Class A common unit over the Second
Target Distribution per Class A common unit for each quarter of Star Gas
Partners' existence, less (b) the amount per Class A common unit of any
distributions of Available Cash from Operating Surplus in excess of the
Second Target Distribution but not in excess the Third Target Distribution
for each quarter of Star Gas Partners' existence; and     

thereafter, 51.0% to all units, pro rata, and 49.0% to all Class B common
units and general partner units, pro rata.     

144

Any loss or unrealized loss will be allocated to the general partner units,
the Class A common units, Class B common units, pro rata, in proportion to the
positive balances in their capital accounts, until the positive balances in the
respective capital accounts have been reduced to zero.     

Interim adjustments to Capital Accounts will be made at the time Star Gas
Partners issues additional interests in Star Gas Partners or makes
distributions of property. These adjustments will be based on the fair market
value of the interests issued or the property distributed and any gain or loss
resulting therefrom will be allocated to the unitholders in the same manner as
gain or loss is allocated upon liquidation.     

145

CASH AVAILABLE FOR DISTRIBUTION

Star Gas Partners believes that it will generate sufficient Available Cash
from Operating Surplus for the first four-quarter period following the
completion of the transaction to cover the full minimum quarterly distribution
for such four-quarter period on all then outstanding units.     

Even if such amount is generated, Star Gas Partners may, however, not
distribute such cash. In particular, Star Gas Partners may distribute less than
the minimum quarterly distribution on the senior subordinated units, junior
subordinated units and general partner units because of the subordination
provisions and other limitations on distributions in the amended and restated
partnership agreement.     

Star Gas Partners' belief about the amount of cash it may generate is based
on a number of assumptions, including the assumptions that     

. normal weather conditions will prevail in Star Gas Partners' and Petro's
operating areas,     

. Star Gas Partners' and Petro's operating margins will remain constant and

. market and overall economic conditions will not change substantially.

Although Star Gas Partners believes its assumptions are within a range of
reasonableness, most of the assumptions are not within the control of Star Gas
Partners and cannot be predicted with any degree of certainty. For example, in
any particular year or even series of years, weather may deviate substantially
from normal. Therefore, certain of Star Gas Partners' assumptions may prove to
be inaccurate. As a result, the Operating Surplus of Star Gas Partners could
deviate from that currently expected. See "Risk Factors."     

The amount of Available Cash constituting Operating Surplus needed to pay the
minimum quarterly distribution for four quarters on the common units, senior
subordinated units, junior subordinated units and general partner units to be
outstanding immediately after the completion of the transaction (assuming no
exercise of the underwriters' overallotment option in the equity offering) is
approximately $33.1 million ($24.7 million for the common units, $6.4 million
for the senior subordinated units, $1.3 million for the junior subordinated
units and $0.7 million for the general partner units). After giving pro forma
effect to the transaction, the amount of pro forma Available Cash constituting
Operating Surplus generated during the twelve months ended September 30, 1998,
would have been approximately $18.7 million; if certain infrequent
restructuring, corporate identity and transaction expenses were not taken into
effect, pro forma Available Cash constituting Operating Surplus would have been
$22.9 million. In fiscal 1998, temperatures were significantly warmer than
normal for the areas in which Star Gas Partners conducts its propane operations
and Petro conducts its home heating oil operations. Star Gas Partners believes
that overall levels of both pro forma Available Cash from Operating Surplus and
EBITDA were adversely affected during fiscal 1998 due to this abnormally warm
weather. See "Unaudited Pro Forma Condensed Consolidated Financial
Information."     

Star Gas Partners is required to establish reserves for the future payment of
principal and interest on the First Mortgage Notes and the indebtedness under
the bank credit facilities. There are other provisions in such agreements that
will, under certain circumstances, restrict Star Gas Partners' ability to make
distributions to its partners. See "Note 9 to Consolidated Financial
Statements--Long-Term Debt and Working Capital Borrowings" in Star Gas
Partners' Annual Report on Form 10-K for the fiscal year ended September 30,
1998 that is incorporated by reference in this proxy statement. The notes
issued in the debt offering are expected to have provisions that will, under
certain circumstances, similarly restrict Star Gas Partners' ability to make
distributions to its unitholders.     

146

DESCRIPTION OF THE UNITS

This discussion gives effect to the adoption of the amendment proposal.     

The common units and senior subordinated units to be issued in the
transaction have been registered under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and its promulgated rules and regulations, and
Star Gas Partners is subject to the reporting and certain other requirements of
the Exchange Act. Star Gas Partners is required to file periodic reports
containing financial and other information with the Securities and Exchange
Commission ("SEC" or the "Commission").     

Common stockholders who receive common units or senior subordinated units in
the transaction and subsequent transferees of common units and senior
subordinated units (or their brokers, agents or nominees on their behalf) will
be required to execute a transfer application, the form of which is included as
Appendix A to this proxy statement and that is also on the reverse side of the
certificate representing common units and senior subordinated units.
Unitholders may hold common units and senior subordinated units in nominee
accounts, provided that the broker (or other nominee) executes and delivers a
transfer application and becomes a limited partner. Star Gas Partners will be
entitled to treat the nominee holder of a common unit or a senior subordinated
unit as the absolute owner thereof, and the beneficial owner's rights will
be limited solely to those that it has against the nominee holder as a result
of or by reason of any understanding or agreement between such beneficial owner
and nominee holder.     

The Rights of Unitholders

Generally, the common units, senior subordinated units and junior
subordinated units represent limited partner interests in Star Gas Partners,
which entitle the holders thereof to participate in Star Gas Partners
distributions and exercise the rights or privileges available to limited
partners under the amended and restated partnership agreement. For a
description of the relative rights and preferences of holders of common units,
senior subordinated units and junior subordinated units in and to Star Gas
Partners distributions, together with a description of the circumstances under
which senior subordinated units and junior subordinated units may convert into
Class B common units, see "Cash Distribution Policy." For a description of the
rights and privileges of limited partners under the amended and restated
partnership agreement, see "The Amended and Restated Partnership Agreement."

Transfer Agent and Registrar

Star Gas Partners has retained BankBoston N.A. as registrar and transfer
agent for the common units and the senior subordinated units. The transfer
agent receives a fee from Star Gas Partners for serving in such capacities. All
fees charged by the transfer agent for transfers of common units and senior
subordinated units will be borne by Star Gas Partners and not by the holders of
common units or senior subordinated units, except that fees similar to those
customarily paid by stockholders for surety bond premiums to replace lost or
stolen certificates, taxes and other governmental charges, special charges for
services requested by a holder of a common unit or a senior subordinated unit
and     

147

other similar fees or charges will be borne by the affected holder. There will
be no charge to holders for disbursements of Star Gas Partners' cash
distributions. Star Gas Partners will indemnify the transfer agent, its agents
and each of their respective common stockholders, directors, officers and
employees against all claims and losses that may arise out of acts performed or
omitted in respect of its activities as such, except for any liability due to
any negligence, gross negligence, bad faith or intentional misconduct of the
indemnified person or entity.     

The transfer agent may at any time resign, by notice to Star Gas Partners, or
be removed by Star Gas Partners, such resignation or removal to become
effective upon the appointment by the general partner of a successor transfer
agent and registrar and its acceptance of such appointment. If no successor has
been appointed and accepted such appointment within 30 days after notice of
such resignation or removal, the general partner is authorized to act as the
transfer agent and registrar until a successor is appointed.     

Obligations and Procedures for the Transfer of Units

Until a common unit, a senior subordinated unit or a junior subordinated unit
has been transferred on the books of Star Gas Partners, Star Gas Partners and
the transfer agent, notwithstanding any notice to the contrary, may treat the
record holder thereof as the absolute owner for all purposes, except as
otherwise required by law or stock exchange regulations. Any transfers of a
common unit or a senior subordinated unit will not be recorded by the transfer
agent or recognized by Star Gas Partners unless the transferee executes and
delivers a transfer application. By executing and delivering a transfer
application, the transferee of common units, senior subordinated units or
junior subordinated units:     

(1) becomes the record holder of such units and shall be constituted as
an assignee until admitted into Star Gas Partners as a substituted limited
partner,     

(2) automatically requests admission as a substituted limited partner in
Star Gas Partners,     

(3) agrees to be bound by the terms and conditions of, and executes, the
amended and restated partnership agreement,     

(4) represents that such transferee has the capacity, power and authority
to enter into the amended and restated partnership agreement,     

(5) grants powers of attorney to the general partner and any liquidator
of Star Gas Partners as specified in the amended and restated partnership
agreement and     

(6) makes the consents and waivers contained in the amended and restated
partnership agreement.     

An assignee will become a substituted limited partner of Star Gas Partners
for the transferred common units or senior subordinated units upon satisfaction
of the following two conditions: the consent of the general partner, which may
be withheld for any reason in its sole discretion, and the recordation of the
name of the assignee on the books and records of Star Gas Partners.     

148

Common units and senior subordinated units are securities and are
transferable according to the laws governing transfer of securities. In
addition to other rights acquired upon transfer, the transferer gives the
transferee the right to request admission as a substituted limited partner in
Star Gas Partners in respect of the transferred common units or senior
subordinated units. A purchaser or transferee of common units or senior
subordinated units who does not execute and deliver a transfer application
obtains only     

. the right to assign the common unit or senior subordinated units to a
purchaser or other transferee and     

. the right to transfer the right to seek admission as a substituted
limited partner in Star Gas Partners for the transferred common units or
senior subordinated units.     

Thus, a purchaser or transferee of common units who does not execute and
deliver a transfer application will not receive cash distributions unless the
common units or senior subordinated units are held in a nominee or "street
name" account and the nominee or broker has executed and delivered a transfer
application with respect to such common units or senior subordinated units, and
may not receive certain federal income tax information or reports furnished to
record holders of common units or senior subordinated units. The transferor of
common units or senior subordinated units will have a duty to provide such
transferee with all information that may be necessary to obtain registration of
the transfer of the common units or senior subordinated units, but a transferee
agrees, by acceptance of the certificate representing common units or senior
subordinated units, that the transferor will not have a duty to insure the
execution of the transfer application by the transferee and will have no
liability or responsibility if such transferee neglects or chooses not to
execute and forward the transfer application to the transfer agent. See "The
Amended and Restated Partnership Agreement--Rights and Status as Limited
Partner or Assignee Upon Transfer of Interest."     

149

COMPARISON OF SECURITIES

The following comparison explains the material differences between the
attributes of Petro  Class A common stock that will be replaced with senior
subordinated units. The summary is necessarily incomplete. Therefore, we refer
you to the amended and restated partnership agreement, a copy of which is
attached as Annex C to this proxy statement and to "Certain Federal Income Tax
Considerations."     

Taxation

Class A Common Stock                    Senior Subordinated Units

The holders of Class A common stock       The holders of the senior
realize taxable income when Petro         subordinated units will be required
makes actual distributions from           to report their share of Star Gas
current or accumulated earnings or,       Partners' income, gains, losses and
in other cases, if distributions          deductions on their federal income
exceed a holder's basis in its            tax return whether or not
stock.                                    distributions are made to them. In
general, cash distributions on the
senior subordinated units will be
taxable only if, and to the extent
that, they exceed a holder's tax
basis in its senior subordinated
units.     

Distributions and Dividends

Class A Common Stock                    Senior Subordinated Units

Shares of Class A common stock are        The Senior Subordinated Units
entitled to a pro rata share of any       generally are entitled to receive
dividends declared by the Petro           quarterly distributions from
board to be made from funds legally       available cash during the
available for the payment of              subordination period after the
dividends. However, no dividends may      common units receive the minimum
be paid on the shares of Class A          quarterly distribution plus any
common stock until all dividends          arrearages. The senior subordinated
have been paid (or declared and set       units have the right to receive the
apart) and all mandatory redemption       minimum quarterly distribution
requirements have been satisfied          before any distribution is made on
with respect to the 1989 preferred        the junior subordinated units and
stock and the 12 7/8% preferred           the general partner units. In
stock.                                    addition, the senior subordinated
units have the right to receive
distributions in addition to the
minimum quarterly distribution if
quarterly distributions of available
cash exceed the target distribution
levels. However, no distribution can
be paid on senior subordinated units
unless Star Gas Partners meets
certain cash generation
requirements.     

150

Voting Rights

Class A Common Stock                    Senior Subordinated Units

Class A common stockholders are           All units have limited voting rights
entitled to one vote per share and        on matters affecting Star Gas
Class C common stockholders are           Partners. The matters that
entitled to ten votes per share upon      do require unitholder approval
all matters submitted for a vote to       generally require the approval of
the common stockholders. Except when      the holders of a unit majority,
required by Minnesota law and in          which prior to the expiration of the
certain special circumstances             subordination period, includes the
described in the restated articles        approval of a majority of the senior
of incorporation, Class B common          subordinated units and junior
stockholders are not entitled to          subordinated units voting together
vote. Generally, the action of the        as a single class as well as the
majority of the votes evidenced by        approval of a majority of the common
the shares of all classes voting as       units. Unitholders in Star Gas
a single class represented at a           Partners do not elect the directors
meeting of the common stockholders        of the general partner.
and entitled to vote is sufficient
for actions that require a vote of
the common stockholders.     

Rights to Call Meetings

Class A Common Stock                    Senior Subordinated Units

Petro is required to hold an annual       Star Gas Partners does not have
stockholders meeting each year.           annual meetings. A meeting of
Special meetings of the stockholders      unitholders may be called only by
may be called (and business proposed      the general partner or by the
at those meetings):                       holders of 20% or more of the
outstanding units of the class for
which the meeting is proposed.     

. by the Chairman of the Petro
board or     

. by the Secretary upon
the written request of a
majority of the total number
of directors that Petro would
have if there were no
vacancies.     

Removal of Directors or the General Partner

Class A Common Stock                    Senior Subordinated Units

The business and affairs of Petro         The business and affairs of Star Gas
are managed by or under the               Partners are managed by or under the
direction of the Petro board, whose       direction of the general partner.
members are elected by a plurality        Subject to certain conditions, the
of the votes cast by stockholders.        general partner may be removed upon
Stockholders may remove a director        the approval of the holders of at
or the entire Petro board with or         least 66 2/3% of the outstanding
without cause. The removal of either      units (excluding units owned by the
a director or the Petro board             general partner and its affiliates).
requires the affirmative vote of a        
majority of the outstanding voting
stock.     

151

Liquidation Rights

Class A Common Stock                 Senior Subordinated Units 

In the event of any complete              In the event of any liquidation of
liquidation, dissolution or winding       Star Gas Partners during the
up of the business of Petro,              subordination period, the senior
distributions are made to each class      subordinated units will be entitled
of equity security in the following       to receive a distribution out of the
order:                                    net assets of Star Gas Partners
after liquidating distributions are
made on the common units. The senior
subordinated units will be entitled
to receive a distribution out of the
net assets of Star Gas Partners
before liquidating distributions are
made on the junior subordinated
units and general partner units.

. first, each Class B share
would be entitled to a
distribution equal to $5.70
per share, as adjusted, before
any distribution is made with
respect to any other class of
Petro stock;     

. second, each share of 1989
Preferred Stock and each share
of Public Preferred Stock
would be entitled to
distributions equal to $100
per share and $23 per share,
plus accrued and unpaid
dividends;     

. third, each share of Junior
Convertible Preferred Stock
would be entitled to a
distribution of $0.10 per
share; and     

. fourth, each share of Class A
common stock, Class B common
stock, Class C common stock
and Junior Convertible
Preferred Stock would
participate equally in all
liquidating distributions.

Conversion Rights

Class A Common Stock                   Senior Subordinated Units

The Class A common stock is not           The senior subordinated units will
convertible into any other security.      convert into Class B common units
upon the expiration of the
subordination period. The
subordination period will extend
until the first day of any quarter
beginning July 1, 2002 if certain
amounts of available cash were
distributed and earned in previous
quarters.     

152

Liability of Holders

Class A Common Stock                 Senior Subordinated Units

The liability of a holder of Class A      So long as a holder of a senior
common stock for the debts and            subordinated unit does not
obligations of Class A common stock       participate in the control of the
is limited to that holder's               business of Star Gas Partners and
investment in the stock. All Class A      acts in accordance with the amended
common stock is fully paid and non-       and restated partnership agreement,
assessable.                               liability is limited to the holder's
investment in the senior
subordinated units. Except under
limited exceptions, all senior
subordinated units are fully paid
and non-assessable.     

Transferability and Listing

Class A Common Stock                   Senior Subordinated Units

Shares of Class A common stock are        The senior subordinated units are
freely transferrable and are quoted       freely transferable and listed on
on the Nasdaq National Market.            the New York Stock Exchange.     

Redemption

Class A Common Stock                   Senior Subordinated Units

There are no redemption rights with       If at any time 20% or fewer of the
respect to shares of Class A common       then issued and outstanding limited
stock.                                    partner interests of any class are
held by persons other than the
general partner and its affiliates,
the general partner will have the
right to acquire all, but not less
than all, of the remaining limited
partner interests of such class. The
general partner may assign this
right to an affiliate or Star Gas
Partners.     

If at any time after the expiration
of the subordination period Star Gas
Partners acquires, through purchase
or exchange, in a twelve-month
period, 66 2/3% or more of the total
Class B common units, Star Gas
Partners will have the right to
purchase all, but not less than all,
of the remaining Class B common
units during the following twelve-
month period. Star Gas Partners may
not assign this right.     

153

Appraisal Rights

Senior Subordinated Units
Class A Common Stock

The holders of the senior
Under Sections 302A.471 and 302A.473      subordinated units (as well as the
of the Minnesota Business                 holders of all other units) are not
Corporation Act, described in Annex       entitled to dissenters' rights under
F to this proxy statement, common         the amended and restated partnership
stockholders (other than those who        agreement or applicable Delaware law
have agreed to vote for the               if a merger or consolidation of Star
acquisition proposal or who have          Gas Partners, or a sale, exchange or
granted irrevocable powers to Petro       other disposition of substantially
to vote for the transaction at the        all of Star Gas Partners' assets
special meeting) have the right to        should occur. 
dissent, and obtain payment for the
"fair value" of their shares, if
certain corporate actions such as
the transaction should occur. 

Preemptive Rights

Class A Common Stock                    Senior Subordinated Units

Class A common stockholders do not        Senior subordinated unitholders do
have:                                     not have preemptive rights with
respect to the issuance of any
securities of Star Gas Partners.

. preemptive rights, 

. rights to maintain their
respective percentage
ownership interests or 

. other rights to subscribe for
additional Petro stock. 

Inspection of Books, Records and List of Holders

Class A Common Stock                    Senior Subordinated Units

Under Section 302A.461 of the             So long as there exists a purpose
Minnesota Business Corporation Act,       reasonably related to a limited
any stockholder, in person or by          partner's interest, the senior
attorney or other agent, has the          subordinated unitholders may, upon
right, upon written demand under          reasonable demand and at their own
oath stating the purpose thereof,         expense, have furnished to them (1)
during the usual hours of business        a current list of the name and last
to inspect for any proper purpose:        known address of each partner, (2) a
copy of Star Gas Partners' tax
returns, (3) certain information
with respect to the value of
contributions to Star Gas Partners,
(4) copies of the amended and
restated partnership agreement,
certificate of limited partnership
and powers of attorney,
(5) information regarding the status
of the Star Gas Partners' business
and financial condition and (6) such
other information regarding the
affairs of Star Gas Partners as is
just and reasonable. 

. the corporation's stock
ledger, 

. a list of its stockholders,
and its other books and
records, and 

. to make copies or extracts
therefrom.     

A proper purpose means a purpose
reasonably related to such person's
interest as a stockholder.

154

COMPARATIVE SECURITY PRICE AND DISTRIBUTION INFORMATION

Star Gas Partners Securities     

Common Units. Since May 29, 1998, the common units have been listed and
traded on the New York Stock Exchange under the symbol "SGU." From December 20,
1995 through May 28, 1998, the common units were listed on the Nasdaq National
Market. The following table sets forth the closing high and low sales prices
per common unit on the Nasdaq National Market through May 28, 1998 and
thereafter on the New York Stock Exchange and the cash distributions declared
per common unit for the periods indicated.     

Fiscal
Fiscal 1999                      Fiscal 1998                    1997
-------------------------------- -------------------------- --------------------------
Fiscal                                  Cash                       Cash                       Cash
Quarter Ended        High      Low      Distribution  High   Low   Distribution  High   Low   Distribution
-------------       ------    ------    ------------ ------ ------ ------------ ------ ------ ------------

December 31,............ $21.81    $14.50       $0.55(a)  $23.38 $20.50    $0.55     $23.88 $21.75    $0.55
March 31,............... $19.88(b) $17.00(b)      --       24.75  21.38     0.55      24.63  20.75     0.55
June 30,................    --        --          --       23.00  20.50     0.55      21.88  19.00     0.55
September 30,...........    --        --          --       22.38  20.13     0.55      23.50  21.00     0.55

- --------

(a)  During this period Star Gas Partners did not pay a distribution to its
subordinated unitholders.     

(b) As of January 20, 1999.     

On August 13, 1998, the last full trading day prior to the public
announcement of the proposed transaction, the closing sales price of the common
units was $21.06 on the New York Stock Exchange. On January 20, 1999, the
closing sales price of the common units was $18.88.     

Subordinated Units. There is no trading market for Star Gas Partners'
2,396,078 subordinated units, all of which are held by Star Gas Corporation.

Senior Subordinated Units. There are no senior subordinated units outstanding
as of the date of this proxy statement.     

Junior Subordinated Units. There are no junior subordinated units outstanding
as of the date of this proxy statement.     

155

Petro Capital Stock

Class A Common Stock. Shares of Class A common stock are listed and traded on
the Nasdaq National Market under the symbol "HEAT". The following table sets
forth the last reported high and low sale prices per share of Class A common
stock and dividends declared on shares of Class A common stock for the periods
indicated:     

1998                       1997                    1996
-------------------------   ----------------------- -----------------------
Fiscal Quarter Ended      High     Low   Dividends    High   Low   Dividends  High   Low   Dividends
- --------------------     ------- ------- ---------   ------ ------ --------- ------ ------ ---------

March 31,............. $   3   $1 7/16  $0.075(b)  $6 3/4 $3 3/8  $0.075   $8 1/4 $6 1/2   $0.15
June 30,..............  2 1/16  1 1/2      --       3 7/8  2 1/2   0.075    7 3/4  6 1/2    0.15
September 30,.........  2 1/16  1 5/16     --       3 1/2  2 5/8   0.075    7 3/4  6 1/4    0.15
December 31,.......... 1 29/32   14/16     --       3 1/2  2 1/8   0.075    7 3/4  5 5/8    0.15

- --------

(a) Petro declared a dividend of $.075 per share of Class A common stock which
was paid on January 2, 1998 to holders of record on December 15, 1997. On
February 24, 1998, Petro announced that it will suspend its regularly
scheduled quarterly common stock dividend and that it did not expect to pay
common stock dividends for the remainder of the year. In arriving at this
decision, the Petro board considered the impact of unusually warm winter
weather on its earnings and cash flow, as well as a variety of other facts.

On August 13, 1998, the last full trading day prior to the public
announcement of the proposed transaction, the closing sales price of the Class
A common stock was $1.875 on the Nasdaq National Market. The last sale price of
the Class A common stock on January 20, 1999 was $1 1/32 per share. As of
, 1998, Petro had    holders of record of Class A common stock.     

Class C Common Stock. There is no established trading market for Class C
common stock. As of                 , 1998, Petro had     holders of record of
Class C common stock.     

Public Preferred Stock. There is no established trading market for the 12
7/8% preferred stock. As of           , 1998, Petro had     holders of record
of 12 7/8% preferred stock.     

Private Preferred Stock. There is no established trading market for the 1989
preferred stock. As of           , 1998, Petro had     holders of record of the
1989 preferred stock.     

Junior Convertible Preferred Stock. There is no established trading market
for the junior convertible preferred stock. As of         , 1998, Petro had
holders of record of junior convertible preferred stock.     

156

Comparative Per Share/Per Unit Information (Unaudited)

The following table sets forth, for units and shares of Class A common stock,
certain historical, pro forma and pro forma equivalent per unit financial
information for the latest fiscal years of Star Gas Partners and Petro. The pro
forma data do not purport to be indicative of the results of future operations
or the results that would have occurred had the transaction been completed on
October 1, 1997. This information should be read in conjunction with and is
qualified in its entirety by the financial statements and accompanying notes of
Star Gas Partners and Petro included in the documents described under
"Incorporation of Certain Documents By Reference" and the pro forma combined
financial statements and accompanying discussion and notes set forth under
"Unaudited Pro Forma Condensed Consolidated Financial Information."     

Fiscal Year Ended
------------------------------------------------------------
Historical   Pro Forma Star
Star Gas         Gas       Historical       Pro Forma
Partners(a)(e) Partners(a)(e) Petro(b)(f)   Equivalent(a)(e)
-------------- -------------- -----------   ----------------

Net Income..........      $(0.16)        $(1.04)      $(1.06)          $(0.14)
Cash Distributions..      $ 2.20         $ 2.30       $ 0.30           $ 0.32
Book Value..........      $ 9.50 (c)     $14.82 (c)   $(6.76)(d)       $ 2.03 (d)

- --------
(a) For the fiscal year ended September 30, 1998.
(b) For the fiscal year ended December 31, 1997.
(c) As of September 30, 1998.
(d) As of December 31, 1997.

(e) Per unit limited partner interest.     

(f) Per share of Petro common stock.     

157

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

This section is a summary of material tax considerations that may be relevant
to prospective unitholders and, to the extent set forth below under "Legal
Opinions and Advice," expresses the opinion of Andrews & Kurth L.L.P., special
counsel to the General Partner and Star Gas Partners, insofar as it relates to
matters of law and legal conclusions. This section is based upon current
provisions of the Code, existing and its proposed regulations thereunder and
current administrative rulings and court decisions, all of which are subject to
change with and without retroactive effect. Subsequent changes in such
authorities may cause the tax consequences to vary substantially from the
consequences described below. Unless the context otherwise requires, references
in this section to Star Gas Partners are references to both Star Gas Partners
and Star Gas Propane. In addition, unless otherwise noted, the following
discussion is from Star Gas Partners' perspective and all references to "we,"
"us" and "our" are to Star Gas Partners.     

No attempt has been made in the following discussion to comment on all
federal income tax matters affecting Star Gas Partners or the unitholders.
Moreover, the discussion focuses on unitholders who are individual citizens or
residents of the United States and has only limited application to
corporations, estates, trusts, non-resident aliens or other unitholders subject
to specialized tax treatment (such as tax-exempt institutions, foreign persons,
individual retirement accounts, REITs or mutual funds). Accordingly, each
prospective unitholder should consult, and should depend on, his own tax
advisor in analyzing the federal, state, local and foreign tax consequences
peculiar to him of the ownership or disposition of units.     

Tax Consequences of the Merger

The merger will be a taxable transaction to the Petro common stockholders
generally resulting in gain or loss to each such holder in an amount equal to
the difference between the value of the senior subordinated units received by
him and the federal income tax basis he has in the shares exchanged for senior
subordinated units. The gain or loss will be capital gain or loss if the stock
is held by the common stockholder as a capital asset and will be long-term gain
or loss if such stock has been held for more than one year. Long-term capital
gain will generally be taxed at a maximum rate of 20%. Capital losses can be
deducted against capital gains and thereafter against ordinary income to the
extent of $3,000 per year for individuals with any unused capital loss being
carried forward indefinitely. Net capital gain of foreign holders of common
stock should generally not be subject to United States federal income tax.
Common stockholders participating in the merger will have a basis in their
senior subordinated units equal to the fair market value of such units at the
time of the merger and their holding period will begin on the day after the
merger. Counsel has not rendered any opinion with respect to these matters.

The merger will also result in gain to Petro equal to the excess of the value
of the senior subordinated units distributed to the common stockholders in the
merger and any debt relief over the federal income tax basis of such units to
Petro. Although it is expected by Petro that such gain will generally be offset
by Petro's net operating losses, the net operating losses are subject to
challenge by the IRS. Petro and its affiliates do not anticipate that Petro or
its affiliates will pay significant federal income tax at the outset; however,
over time more federal income tax will be paid by Petro and its affiliates.
Petro and its affiliates ability to reduce income for federal income tax
purposes is dependent on depreciation deductions and interest deductions with
respect to certain debt, all of which is subject to scrutiny by the IRS.
Counsel has not rendered any opinion with respect to these matters.     

158

Tax Consequences of Unit Ownership

Legal Opinions and Advice. Counsel is of the opinion that, based on the
representations and subject to the qualifications in the detailed discussion
that follows, for federal income tax purposes (1) Star Gas Partners and Star
Gas Propane have been and will each be treated as a partnership and (2) owners
of units (with certain exceptions, as described in "Limited Partner Status"
below) will be treated as partners of Star Gas Partners (but not Star Gas
Propane). In addition, all statements as to matters of law and legal
conclusions contained in this section, unless otherwise noted, reflect the
opinion of counsel.     

No ruling has been or will be requested from the IRS with respect to
classification of Star Gas Partners as a partnership for federal income tax
purposes, whether Star Gas Partners' operations generate "qualifying income"
under Section 7704 of the Code or any other matter affecting Star Gas Partners
or prospective unitholders. An opinion of counsel represents only that
counsel's best legal judgment and does not bind the IRS or the courts. Thus, no
assurance can be provided that the opinions and statements made here would be
sustained by a court if contested by the IRS. Any such contest with the IRS may
materially and adversely impact the market for the units and the prices at
which units trade. In addition, the costs of any contest with the IRS will be
borne directly or indirectly by the unitholders and the general partner.
Furthermore, no assurance can be given that the treatment of Star Gas Partners
or an investment therein will not be significantly modified by future
legislative or administrative changes or court decisions. Any such
modifications may or may not be retroactively applied.     

For the reasons hereinafter described, counsel has not rendered an opinion
with respect to the following specific federal income tax issues: (1) the
treatment of a unitholder whose units are loaned to a short seller to cover a
short sale of units (see "--Tax Treatment of Operations--Treatment of Short
Sales"), (2) whether a unitholder acquiring units in separate transactions must
maintain a single aggregate adjusted tax basis in his units (see "--Disposition
of Units--Recognition of Gain or Loss"), (3) whether Star Gas Partners' monthly
convention for allocating taxable income and losses is permitted by existing
Treasury Regulations (see "--Disposition of Units--Allocations Between
Transferors and Transferees"), (4) whether Star Gas Partners' method for
depreciating Section 743 adjustments is sustainable (see "--Tax Treatment of
Operations--Section 754 Election") and (5) whether the allocations of recapture
income contained in the amended and restated partnership agreement will be
respected (see "--Allocation of Star Gas Partners' Income, Gain, Loss and
Deduction").     

Tax Rate. The top marginal income tax rate for individuals for 1998 is 39.6%.
Net capital gains of an individual are generally subject to a maximum 20% tax
rate if the asset was held for more than 12 months at the time of disposition.

Star Gas Partners Status as a Partnership. A partnership is not a taxable
entity and incurs no federal income tax liability. Instead, each partner is
required to take into account his allocable share of items of income, gain,
loss and deduction of the partnership in computing his federal income tax
liability, regardless of whether cash distributions are made. Distributions by
a partnership to a partner are generally not taxable unless the amount of cash
distributed is in excess of the partner's adjusted basis in his partnership
interest.     

159

No ruling has been or will be sought from the IRS as to the status of Star
Gas Partners or Star Gas Propane as a partnership for federal income tax
purposes. Instead, Star Gas Partners has relied on the opinion of counsel that,
based upon the Code, its regulations, published revenue rulings and court
decisions and certain representations described below, Star Gas Partners and
Star Gas Propane have been and will each be classified as a partnership for
federal income tax purposes.     

In rendering its opinion, counsel has relied on certain factual
representations made by Star Gas Partners and the general partner. Such factual
matters for taxable years beginning before December 31, 1996 are as follows:

(a) For Star Gas Partners and Star Gas Propane, the general partner, at
all times while acting as general partner of the relevant partnership, had
a net worth, computed on a fair market value basis, excluding its interest
in Star Gas Partners and Star Gas Propane and any notes or receivables due
from such partnerships, equal to at least $6.0 million;     

(b) Star Gas Partners has been operated in accordance with (1) all
applicable partnership statutes, (2) the amended and restated partnership
agreement and (3) its description in this proxy statement;     

(c) Star Gas Propane has been operated in accordance with (1) all
applicable partnership statutes, (2) the limited partnership agreement for
Star Gas Propane and (3) its description in this proxy statement;     

(d) The general partner has at all times acted independently of the
limited partners; and     

(e) For each taxable year, less than 10% of the gross income of Star Gas
Partners has been derived from sources other than (1) the exploration,
development, production, processing, refining, transportation or marketing
of any mineral or natural resource, including oil, gas or products thereof,
or (2) other items of qualifying income within the meaning of Section
7704(d) of the Code.     

Such factual matters for taxable years beginning after December 31, 1996 are
as follows:

(a) Neither Star Gas Partners nor Star Gas Propane has elected, or will
elect, to be treated as an association or corporation;     

(b) Star Gas Partners has been and will be operated in accordance with
(1) all applicable partnership statutes, (2) the partnership agreement of
Star Gas Partners as it may be amended or restated, and (3) its description
in this proxy statement;     

(c) Star Gas Propane has been and will be operated in accordance with (1)
all applicable partnership statutes, (2) the Star Gas Propane partnership
agreement, and (3) its description in this proxy statement and     

(d) For each taxable year, more than 90% of the gross income of Star Gas
Partners has been and will be (1) derived from the exploration,
development, production, processing, refining, transportation or marketing
of any mineral or natural resource, including oil, gas or products thereof
or (2) other items of "qualifying income" within the meaning of Section
7704(d) of the Code.     

160

Section 7704 of the Code provides that publicly-traded partnerships will, as
a general rule, be taxed as corporations. However, an exception (the
"Qualifying Income Exception") exists with respect to publicly-traded
partnerships, 90% or more of whose gross income for every taxable year consists
of "qualifying income." Qualifying income includes interest (from other than a
financial business), dividends and income and gains from the transportation and
marketing of crude oil, natural gas, and products thereof, including the retail
and wholesale marketing of propane and the transportation of propane and
natural gas liquids. Based upon the representations of Star Gas Partners and
the General Partner and a review of the applicable legal authorities, counsel
is of the opinion that least 90% of Star Gas Partners' gross income will
constitute qualifying income. Star Gas Partners estimates that less than    %
of its gross income for each taxable year will not constitute qualifying
income.     

If Star Gas Partners fails to meet the Qualifying Income Exception (other
than a failure that is determined by the IRS to be inadvertent and is cured
within a reasonable time after discovery), Star Gas Partners will be treated as
if it had transferred all of its assets (subject to liabilities) to a newly
formed corporation (on the first day of the year in which it fails to meet the
Qualifying Income Exception) in return for stock in that corporation, and then
distributed that stock to the partners in liquidation of their interests in
Star Gas Partners. This contribution and liquidation should be tax-free to
unitholders and Star Gas Partners, so long as Star Gas Partners, at that time,
does not have liabilities in excess of the tax basis of its assets. Thereafter,
Star Gas Partners would be treated as a corporation for federal income tax
purposes.     

If Star Gas Partners or Star Gas Propane were treated as an association
taxable as a corporation in any taxable year, either as a result of a failure
to meet the Qualifying Income Exception or otherwise, its items of income,
gain, loss and deduction would be reflected only on its tax return rather than
being passed through to the unitholders, and its net income would be taxed to
Star Gas Partners or Star Gas Propane at corporate rates. In addition, any
distribution made to a unitholder would be treated as either taxable dividend
income (to the extent of Star Gas Partners' current or accumulated earnings and
profits) or (in the absence of earnings and profits) a nontaxable return of
capital (to the extent of the unitholder's tax basis in his units) or taxable
capital gain (after the unitholder's tax basis in the units is reduced to
zero). Accordingly, treatment of either Star Gas Partners or Star Gas Propane
as an association taxable as a corporation would result in a material reduction
in a unitholder's cash flow and after-tax return and thus would likely result
in a substantial reduction of the value of the units.     

The discussion below is based on the assumption that Star Gas Partners will
be classified as a partnership for federal income tax purposes.     

Limited Partner Status. Unitholders who have become limited partners of Star
Gas Partners will be treated as partners of Star Gas Partners for federal
income tax purposes. Counsel is of the opinion that (a) assignees who have
executed and delivered transfer applications, and are awaiting admission as
limited partners and (b) unitholders whose units are held in street name or by
a nominee and who have the right to direct the nominee in the exercise of all
substantive rights attendant to the ownership of their units will be treated as
partners of Star Gas Partners for federal income tax purposes. As there is no
direct authority addressing assignees of units who are entitled to execute and
deliver transfer applications and thereby become entitled to direct the
exercise of attendant rights, but     

161

who fail to execute and deliver transfer applications, Andrews & Kurth's
opinion does not extend to these persons. (Furthermore, a purchaser or other
transferee of units who does not execute and deliver a transfer application may
not receive certain federal income tax information or reports furnished to
record holders of units unless the units are held in a nominee or street name
account and the nominee or broker has executed and delivered a transfer
application with respect to such units.)     

A beneficial owner of units whose units have been transferred to a short
seller to complete a short sale would appear to lose his status as a partner
with respect to such units for federal income tax purposes. See "--Tax
Treatment of Operations--Treatment of Short Sales."     

Income, gain, deductions or losses would not appear to be reportable by a
unitholder who is not a partner for federal income tax purposes, and any cash
distributions received by such a unitholder would therefore be fully taxable as
ordinary income. These holders should consult their own tax advisors with
respect to their status as partners in Star Gas Partners for federal income tax
purposes.     

Flow-through of Taxable Income. No federal income tax will be paid by Star
Gas Partners. Instead, each unitholder will be required to report on his income
tax return his allocable share of the income, gains, losses and deductions of
Star Gas Partners without regard to whether corresponding cash distributions
are received by such unitholder. Consequently, a unitholder may be allocated
income from Star Gas Partners even if he has not received a cash distribution.
Each unitholder will be required to include in income his allocable share of
Star Gas Partners income, gain, loss and deduction for the taxable year of Star
Gas Partners ending with or within the taxable year of the unitholder.     

Although it is not expected that Petro and its affiliates will pay
significant federal income tax for several years, Petro and its affiliates
expect to generate earnings and profits during that time making a portion of
the distributions from them to Star Gas Partners taxable dividend income to
Star Gas Partners and thus, to the unitholders. Such dividend income cannot be
offset by past or future losses generated by Star Gas Partners' propane
activities.     

Treatment of Partnership Distributions. Distributions by Star Gas Partners to
a unitholder generally will not be taxable to him for federal income tax
purposes to the extent of the tax basis he has in his units immediately before
the distribution. Our cash distributions in excess of a unitholder's tax basis
generally will be considered to be gain from the sale or exchange of the units,
taxable in accordance with the rules described under "Disposition of Units"
below. Any reduction in a unitholder's share of our liabilities for which no
partner, including the general partner, bears the economic risk of loss (known
as "nonrecourse liabilities") will be treated as a distribution of cash to that
unitholder. To the extent Star Gas Partners distributions cause a unitholder's
"at risk" amount to be less than zero at the end of any taxable year, he must
recapture any losses deducted in previous years. See "--Limitations on
Deductibility of Star Gas Partners Losses."     

A decrease in a unitholder's percentage interest in us because of our
issuance of additional units will decrease his share of our nonrecourse
liabilities, and will result in a corresponding deemed distribution of cash. A
non-pro rata distribution of money or property may result in ordinary income to
a unitholder, regardless of the tax basis he has in his units, if such
distribution reduces his share of     

162

our "unrealized receivables" (including depreciation recapture) and/or
substantially appreciated "inventory items" (both as defined in Section 751 of
the Code) (collectively, "Section 751 Assets"). To that extent, he will be
treated as having received a distribution of his proportionate share of the
Section 751 Assets and having exchanged such assets with us in return for the
non-pro rata portion of the actual distribution made to him. This latter deemed
exchange will generally result in a unitholder's realization of ordinary income
under Section 751(b) of the Code. That income will equal the excess of (1) the
non-pro rata portion of such distribution over (2) the unitholder's tax basis
for the share of such Section 751 Assets deemed relinquished in the exchange.

Ratio of Taxable Income to Distributions. We estimate that a holder who
acquires units through the Transaction and holds such units through December
31, 2001, will be allocated, on a cumulative basis, an amount of federal
taxable income for such period that will be less than 15% of the cash
distributed with respect to that period. Star Gas Partners further estimates
that for taxable years after the taxable year ending December 31, 2001, the
taxable income allocable to a unitholder will constitute a significantly higher
percentage of cash distributed to him. These estimates are based upon the
assumption that gross income from operations will approximate the amount
required to make the minimum quarterly distribution with respect to all units
and other assumptions with respect to capital expenditures, cash flow and
anticipated cash distributions. These estimates and assumptions are subject to,
among other things, numerous business, economic, regulatory, competitive and
political uncertainties beyond our control. Further, the estimates are based on
current tax law and certain tax reporting positions that we have adopted or
intend to adopt and with which the IRS could disagree. Accordingly, no
assurance can be given that these estimates will prove to be correct. The
actual percentage of distributions that will constitute taxable income could be
higher or lower, and any differences could be material and could materially
affect the value of the units.     

Basis of Units. A unitholder will generally have an initial tax basis for his
units equal to the fair market value of the units received. His basis will be
increased by his share of our income and by any increases in his share of our
nonrecourse liabilities. That basis will be decreased (but not below zero) by
distributions from Star Gas Partners and by the unitholder's share of Star Gas
Partners' losses, by any decreases in his share of our nonrecourse liabilities
and by his share of our expenditures that are not deductible in computing
taxable income and are not required to be capitalized. A limited partner will
have no share of our debt that is recourse to the general partner, but will
have a share, generally based on his share of profits, of our nonrecourse
liabilities. See "--Disposition of Units--Recognition of Gain or Loss."     

Limitations on Deductibility of Star Gas Partners Losses. The deduction by a
unitholder of his share of our losses will be limited to the tax basis in his
units and, in the case of an individual unitholder or a corporate unitholder
(if more than 50% of the value of its stock is owned directly or indirectly by
five or fewer individuals or certain tax-exempt organizations), to the amount
for which the unitholder is considered to be "at risk" with respect to our
activities, if that is less than his tax basis. A unitholder must recapture
losses deducted in previous years to the extent that Star Gas Partners
distributions made to him cause his "at risk" amount to be less than zero at
the end of any taxable year. Losses disallowed to a unitholder or recaptured as
a result of these limitations will carry forward and will be allowable to the
extent that his tax basis or "at risk" amount (whichever is the limiting
factor) is subsequently increased. Upon the taxable disposition of a unit, any
gain recognized     

163

by a unitholder can be offset by losses that were previously suspended by the
at risk limitation but may not be offset by losses suspended by the basis
limitation. Any excess loss (above such gain) previously suspended by the at
risk or basis limitations is no longer utilizable.     

In general, a unitholder will be at risk to the extent of the tax basis of
his units, excluding any portion of that basis attributable to his share of our
nonrecourse liabilities, reduced by any amount of money he borrows to acquire
or hold his units (if the lender of such borrowed funds owns an interest in us,
is related to the unitholder or can look only to the units for repayment). A
unitholder's at risk amount will increase or decrease as the tax basis of his
units increases or decreases (other than tax basis increases or decreases
attributable to increases or decreases in his share of our nonrecourse
liabilities).     

The passive loss limitations generally provide that individuals, estates,
trusts and certain closely held corporations and personal service corporations
can deduct losses from passive activities (generally, activities in which the
taxpayer does not materially participate) only to the extent of the taxpayer's
income from those passive activities. The passive loss limitations are applied
separately with respect to each publicly-traded partnership. Consequently, any
passive losses generated by us will only be available to offset our passive
income generated in the future and will not be available to offset income from
other passive activities or investments (including other publicly-traded
companies), interest and dividend income generated by us, such as dividends
from Petro and its affiliates, or salary or active business income. Passive
losses that are not deductible because they exceed a unitholder's income
generated by us may be deducted in full when he disposes of his entire
investment in us in a fully taxable transaction with an unrelated party. The
passive activity loss rules are applied after other applicable limitations on
deductions such as the at risk rules and the basis limitation.     

A unitholder's share of our net income may be offset by any suspended passive
losses, but it may not be offset by any other current or carryover losses from
other passive activities, including those attributable to other publicly-traded
companies. The IRS has announced that Treasury Regulations will be issued that
characterize net passive income from a publicly-traded partnership as
investment income for purposes of the limitations on the deductibility of
investment interest.     

Limitations on Interest Deductions. The deductibility of a non-corporate
taxpayer's "investment interest expense" is generally limited to the amount of
such taxpayer's "net investment income." As noted, a unitholder's share of our
net passive income will be treated as investment income for this purpose. In
addition, the unitholder's share of our portfolio income will be treated as
investment income. Investment interest expense includes (1) interest on
indebtedness properly allocable to property held for investment, (2) our
interest expense attributed to portfolio income, and (3) the portion of
interest expense incurred to purchase or carry an interest in a passive
activity to the extent attributable to portfolio income. The computation of a
unitholder's investment interest expense will take into account interest on any
margin account borrowing or other loan incurred to purchase or carry a unit.
Net investment income includes gross income from property held for investment
and amounts treated as portfolio income pursuant to the passive loss rules,
less deductible expenses (other than interest) directly connected with the
production of investment income, but generally does not include gains
attributable to the disposition of property held for investment.     

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ALLOCATION OF STAR GAS PARTNERS INCOME, GAIN, LOSS AND DEDUCTION     

In general, if we have a net profit, our items of income, gain, loss and
deduction will be allocated among the general partner and the unitholders in
accordance with their respective percentage interests in us. At any time that
distributions are made to the common units and not to the senior subordinated
units or junior subordinated units, or that incentive distributions are made to
holders of senior subordinated units, junior subordinated units or general
partner units or to holders of senior subordinated units and not to junior
subordinated units or general partner units, gross income will be allocated to
the recipients to the extent of such distributions. If we have a net loss, our
items of income, gain, loss and deduction will generally be allocated first, to
the general partner and the unitholders in accordance with their respective
percentage interests to the extent of their positive capital accounts (as
maintained under our amended and restated partnership agreement) and, second,
to the General Partner.     

As required by Section 704(c) of the Code and as permitted by its
Regulations, certain items of our income, deduction, gain and loss will be
allocated in a manner to account for the difference between the tax basis and
fair market value of property that is contributed or deemed contributed to us
by each of the partners ("Contributed Property"). The effect of these
allocations to a unitholder will be essentially the same as if the tax basis of
the Contributed Property were equal to its fair market value at the time of
contribution or deemed contribution. In addition, certain items of recapture
income will be allocated to the extent possible to the partner who was
allocated the deduction giving rise to the treatment of such gain as recapture
income in order to minimize the recognition of ordinary income by some
unitholders. Finally, although we do not expect that our operations will result
in the creation of negative capital accounts, if negative capital accounts
nevertheless result, items of our income and gain will be allocated in an
amount and manner sufficient to eliminate the negative balance as quickly as
possible.     

Regulations provide that an allocation of items of partnership income, gain,
loss or deduction, other than an allocation required by Section 704(c) of the
Code to eliminate the difference between a partner's "book" capital account
(credited with the fair market value of Contributed Property) and "tax" capital
account (credited with the tax basis of Contributed Property) (the "Book-Tax
Disparity"), will generally be given effect for federal income tax purposes in
determining a partner's distributive share of an item of income, gain, loss or
deduction only if the allocation has substantial economic effect. In any other
case, a partner's distributive share of an item will be determined on the basis
of the partner's interest in the partnership, which will be determined by
taking into account all the facts and circumstances, including the partner's
relative contributions to the partnership, the interests of the partners in
economic profits and losses, the interest of the partners in cash flow and
other nonliquidating distributions and rights of the partners to distributions
of capital upon liquidation.

Counsel is of the opinion that allocations under our amended and restated
partnership agreement, with the exception of the allocation of recapture income
discussed above, will be given effect for federal income tax purposes in
determining a partner's distributive share of an item of income, gain, loss or
deduction.     

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TAX TREATMENT OF OPERATIONS

Accounting Method and Taxable Year. We use the year ending December 31 as our
taxable year and we have adopted the accrual method of accounting for federal
income tax purposes. Each unitholder will be required to include in income his
allocable share of our income, gain, loss and deduction for our taxable year
ending within or with his taxable year. In addition, a unitholder who has a
taxable year ending on a date other than December 31 and who disposes of all of
his units following the close of our taxable year but before the close of his
taxable year must include his allocable share of our income, gain, loss and
deduction in income for his taxable year, with the result that he will be
required to report in income for his taxable year his share of more than one
year of our income, gain, loss and deduction. See "--Disposition of Units--
Allocations Between Transferors and Transferees."     

Initial Tax Basis, Depreciation and Amortization. The tax basis of our assets
will be used for purposes of computing depreciation and cost recovery
deductions and, ultimately, gain or loss on the disposition of such assets. The
federal income tax burden associated with the difference between the fair
market value of property contributed and the tax basis established for such
property will be borne by the contributors of such property. See "--Allocation
of Our Income, Gain, Loss and Deduction."

To the extent allowable, we may elect to use the depreciation and cost
recovery methods that will result in the largest deductions being taken in the
early years after assets are placed in service. We will not be entitled to any
amortization deductions with respect to goodwill conveyed to us on formation.
Property subsequently acquired or constructed by us may be depreciated using
accelerated methods permitted by the Code.     

If we dispose of depreciable property by sale, foreclosure, or otherwise, all
or a portion of any gain (determined by reference to the amount of depreciation
previously deducted and the nature of the property) may be subject to the
recapture rules and taxed as ordinary income rather than capital gain.
Similarly, a partner who has taken cost recovery or depreciation deductions
with respect to our property may be required to recapture such deductions as
ordinary income upon a sale of his interest in us. See "--Allocation of Star
Gas Partners' Income, Gain, Loss and Deduction" and "--Disposition of Units--
Recognition of Gain or Loss."     

Section 754 Election. We have made the election permitted by Section 754 of
the Code, which generally permits us to adjust a unit purchaser's tax basis in
our assets ("inside basis") pursuant to Section 743(b) of the Code to reflect
his purchase price. That election is irrevocable without the consent of the
IRS. The Section 743(b) adjustment belongs to the purchaser and not to other
unitholders. (For purposes of this discussion, a unitholder's inside basis in
our assets will be considered to have two components: (1) his share of our tax
basis in such assets ("Basis") and (2) his Section 743(b) adjustment to that
basis.)     

Proposed Treasury regulations under Section 743 of the Code would require, if
adopted in their current form, the remedial allocation method is adopted (which
we have done), a portion of the Section 743(b) adjustment attributable to
recovery property to be depreciated over the remaining cost recovery period for
the Section 704(c) built-in gain. Nevertheless, the proposed regulations under
Section 197 indicate that the Section 743(b) adjustment attributable to an
amortizable Section 197

166

intangible should be treated as a newly-acquired asset placed in service in the
month when the purchaser acquires the unit. Under Treasury Regulation Section
1.167(c)-1(a)(6), a Section 743(b) adjustment attributable to property subject
to depreciation under Section 167 of the Code rather than cost recovery
deductions under Section 168 is generally required to be depreciated using
either the straight-line method or the 150% declining balance method. Although
the proposed regulations under Section 743 will likely eliminate many of the
problems if finalized in their current form, the depreciation and amortization
methods and useful lives associated with the Section 743(b) adjustment may
differ from the methods and useful lives generally used to depreciate the basis
in such properties. Under our amended and restated partnership agreement, the
general partner is authorized to adopt a convention to preserve the uniformity
of units even if such convention is not consistent with certain Treasury
Regulations. See "--Uniformity of Units."     

Although counsel is unable to opine as to the validity of such an approach,
we intend to depreciate the portion of a Section 743(b) adjustment attributable
to unrealized appreciation in the value of Contributed Property (to the extent
of any unamortized Book-Tax Disparity) using a rate of depreciation or
amortization derived from the depreciation or amortization method and useful
life applied to the Basis of such property, or treat that portion as non-
amortizable to the extent attributable to property the Basis of which is not
amortizable. This method is consistent with the proposed regulations under
Section 743 but is arguably inconsistent with Treasury Regulation Section
1.167(c)-1(a)(6) and Proposed Treasury Regulation Section 1.197-2(g)(3)
(neither of which is expected to directly apply to a material portion of Star
Gas Partners' assets). To the extent such Section 743(b) adjustment is
attributable to appreciation in value in excess of the unamortized Book-Tax
Disparity, we will apply the rules described in the Regulations and legislative
history. If we determine that such position cannot reasonably be taken, we may
adopt a depreciation or amortization convention under which all purchasers
acquiring units in the same month would receive depreciation or amortization,
whether attributable to Basis or Section 743(b) adjustment, based upon the same
applicable rate as if they had purchased a direct interest in our assets. Such
an aggregate approach may result in lower annual depreciation or amortization
deductions than would otherwise be allowable to certain unitholders. See "--
Uniformity of Units."     

The allocation of the Section 743(b) adjustment must be made in accordance
with the Code. The IRS may seek to reallocate some or all of any Section 743(b)
adjustment not so allocated by us to goodwill which, as an intangible asset,
would be amortizable over a longer period of time than our tangible assets.

A Section 754 election is advantageous if the transferee's tax basis in his
units is higher than such units' share of the aggregate tax basis to us of our
assets immediately prior to the transfer. In such a case, as a result of the
election, the transferee would have a higher tax basis in his share of our
assets for purposes of calculating, among other items, his depreciation and
depletion deductions and his share of any gain or loss on a sale of Star Gas
Partners' assets. Conversely, a Section 754 election is disadvantageous if the
transferee's tax basis in such units is lower than such unit's share of the
aggregate tax basis of Star Gas Partners' assets immediately prior to the
transfer. Thus, the fair market value of the units may be affected either
favorably or adversely by the election.     

The calculations involved in the Section 754 election are complex and we will
make them on the basis of certain assumptions as to the value of our assets and
other matters. We cannot assure     

167

that our determinations will not be successfully challenged by the IRS and that
the deductions resulting from them will not be reduced or disallowed
altogether. Should the IRS require a different basis adjustment to be made, and
should, in our opinion, the expense of compliance exceed the benefit of the
election, we may seek permission from the IRS to revoke our Section 754
election. If such permission is granted, a subsequent purchaser of units may be
allocated more income than he would have been allocated had the election not
been revoked.     

Alternative Minimum Tax. Each unitholder will be required to take into
account his distributive share of any items of our income, gain, deduction, or
loss for purposes of the alternative minimum tax. The minimum tax rate for non-
corporate taxpayers is 26% on the first $175,000 of alternative minimum taxable
income in excess of the exemption amount and 28% on any additional alternative
minimum taxable income. Prospective unitholders should consult with their tax
advisors as to the impact of an investment in units on their liability for the
alternative minimum tax.     

Valuation of Partnership Property and Basis of Properties. The federal income
tax consequences of the ownership and disposition of units will depend in part
on our estimates of the relative fair market values, and determinations of the
initial tax bases, of our assets. Although we may from time to time consult
with professional appraisers with respect to valuation matters, we will make
many of the relative fair market value estimates. These estimates and
determinations of basis are subject to challenge and will not be binding on the
IRS or the courts. If the estimates of fair market value or determinations of
basis are subsequently found to be incorrect, the character and amount of items
of income, gain, loss or deductions previously reported by unitholders might
change, and unitholders might be required to adjust their tax liability for
prior years.     

Treatment of Short Sales. A unitholder whose units are loaned to a "short
seller" to cover a short sale of units may be considered as having disposed of
ownership of those units. If so, he would no longer be a partner with respect
to those units during the period of the loan and may recognize gain or loss
from the disposition. As a result, during this period, any of our income, gain,
deduction or loss with respect to those units would not be reportable by the
unitholder, any cash distributions received by the unitholder with respect to
those units would be fully taxable and all of such distributions would appear
to be treated as ordinary income. Unitholders desiring to assure their status
as partners and avoid the risk of gain recognition should modify any applicable
brokerage account agreements to prohibit their brokers from borrowing their
units. The IRS has announced that it is actively studying issues relating to
the tax treatment of short sales of partnership interests. See also "--
Disposition of Units--Recognition of Gain or Loss."     

Disposition of Units

Recognition of Gain or Loss. Gain or loss will be recognized on a sale of
units equal to the difference between the amount realized and the unitholder's
tax basis in the units that were sold. The amount realized by the unitholder
will be measured by the sum of the cash or the fair market value of other
property received plus his share of our nonrecourse liabilities. Because the
amount realized includes a unitholder's share of our nonrecourse liabilities,
the gain recognized on the sale of units could result in a tax liability in
excess of any cash received from such sale.     

168

Prior distributions from us in excess of cumulative net taxable income in
respect of a unit that decreased a unitholder's tax basis in such unit will, in
effect, become taxable income if the unit is sold at a price greater than the
unitholder's tax basis in such unit, even if the price is less than his
original cost.     

Should the IRS successfully contest our convention to amortize only a portion
of the Section 743(b) adjustment (described under "--Tax Treatment of
Operations--Section 754 Election") attributable to an amortizable Section 197
intangible after a sale by the general partner of units, a unitholder could
realize additional gain from the sale of units than if such convention had been
respected. In that case, the unitholder may have been entitled to additional
deductions against income in prior years but may be unable to claim them,
resulting in greater overall taxable income allocable to him than appropriate.
Counsel is unable to opine as to the validity of the convention but believes
such a contest by the IRS is unlikely because a successful contest could result
in substantial additional deductions to other unitholders.     

Gain or loss recognized by a unitholder (other than a "dealer" in units) on
the sale or exchange of a unit held for more than one year will generally be
taxable as capital gain or loss. Capital gain recognized on the sale of units
held more than 12 months will generally be taxed a maximum rate of 20%. A
portion of this gain or loss (which could be substantial), however, will be
separately computed and taxed as ordinary income or loss under Section 751 of
the Code to the extent attributable to assets giving rise to depreciation
recapture or other "unrealized receivables" or to "inventory items" owned by
us. The term "unrealized receivables" includes potential recapture items,
including depreciation recapture. Ordinary income attributable to unrealized
receivables, inventory items and depreciation recapture may exceed net taxable
gain realized upon the sale of the unit and may be recognized even if there is
a net taxable loss realized on the sale of the unit. Thus, a unitholder may
recognize both ordinary income and a capital loss upon a disposition of units.
Net capital loss may offset no more than $3,000 of ordinary income in the case
of individuals and may only be used to offset capital gain in the case of
corporations.     

The IRS has ruled that a partner who acquires interests in a partnership in
separate transactions must combine those interests and maintain a single
adjusted tax basis. Upon a sale or other disposition of less than all of such
interests, a portion of that tax basis must be allocated to the interests sold
using an "equitable apportionment" method. The ruling is unclear as to how the
holding period of these interests is determined once they are combined. If this
ruling is applicable to the holders of units, a unitholder will be unable to
select high or low basis units to sell as would be the case with corporate
stock. It is not clear whether the ruling applies to us, because, as is the
case with corporate stock, interests in us are evidenced by separate
certificates. Accordingly, counsel is unable to opine as to the effect such
ruling will have on the unitholders. A unitholder considering the purchase of
additional units or a sale of units purchased in separate transactions should
consult his tax advisor as to the possible consequences of such ruling.     

Certain provisions of the Code affect the taxation of certain financial
products and securities, including partnership interests, by treating a
taxpayer as having sold an "appreciated" partnership interest (one in which
gain would be recognized if it were sold, assigned or terminated at its fair
market value) if the taxpayer or related persons enter(s) into (1) a short
sale, (2) an offsetting notional principal contract, or (3) a futures or
forward contract with respect to the partnership     

169

interest or substantially identical property. Moreover, if a taxpayer has
previously entered into a short sale, an offsetting notional principal contract
or a futures or forward contract with respect to a partnership interest, the
taxpayer will be treated as having sold such position if the taxpayer or a
related party then acquires the partnership interest or substantially identical
property. The Secretary of Treasury is also authorized to issue regulations
that treat a taxpayer who or that enters into transactions or positions that
have substantially the same effect as the preceding transactions as having
constructively sold the financial position.

Allocations Between Transferors and Transferees.  In general, our taxable
income and losses will be determined annually, will be prorated on a monthly
basis and will be subsequently apportioned among the unitholders in proportion
to the number of units owned by each of them as of the opening of the principal
national securities exchange on which the units are then traded on the first
business day of the month (the "Allocation Date"). However, gain or loss
realized on a sale or other disposition of our assets other than in the
ordinary course of business will be allocated among the unitholders on the
Allocation Date in the month in which that gain or loss is recognized. As a
result, a unitholder transferring units in the open market may be allocated
income, gain, loss and deduction accrued after the date of transfer.     

The use of this allocation method may not be permitted under existing
Treasury Regulations. Accordingly, counsel is unable to opine on the validity
of this method of allocating income and deductions between the transferors and
the transferees of units. If this method is not allowed under the Treasury
Regulations (or only applies to transfers of less than all of the unitholder's
interest), our taxable income or losses might be reallocated among the
unitholders. We are authorized to revise our method of allocation between
transferors and transferees (as well as among partners whose interests
otherwise vary during a taxable period) to conform to a method permitted under
future Treasury Regulations.     

A unitholder who owns units any time during a quarter and who disposes of
such units prior to the record date set for a cash distribution with respect to
such quarter will be allocated items of our income, gain, loss and deductions
attributable to such quarter but will not be entitled to receive that cash
distribution.     

Notification Requirements. A unitholder who sells or exchanges units is
required to notify Star Gas Partners in writing of that sale or exchange within
30 days after the sale or exchange and in any event by no later than January 15
of the year following the calendar year in which the sale or exchange occurred.
Star Gas Partners is required to notify the IRS of that transaction and to
furnish certain information to the transferor and transferee. However, these
reporting requirements do not apply with respect to a sale by an individual who
is a citizen of the United States and who effects the sale or exchange through
a broker. Additionally, a transferor and a transferee of a unit will be
required to furnish statements to the IRS, filed with their income tax returns
for the taxable year in which the sale or exchange occurred, that set forth the
amount of the consideration received for the unit that is allocated to our
goodwill or going concern value. Failure to satisfy these reporting obligations
may lead to the imposition of substantial penalties.     

Constructive Termination. Star Gas Partners and Star Gas Propane will be
considered to have been terminated if there is a sale or exchange of 50% or
more of the total interests in Star Gas     

170

Partners capital and profits within a 12-month period. A termination of Star
Gas Partners will cause a termination of Star Gas Propane. A termination of
Star Gas Partners will result in the closing of Star Gas Partners' taxable year
for all unitholders. In the case of a unitholder reporting on a taxable year
other than a fiscal year ending December 31, the closing of the tax year of
Star Gas Partners may result in more than 12 months' taxable income or loss of
Star Gas Partners being includable in his taxable income for the year of
termination. Tax elections required to be made by Star Gas Partners, including
a new election under Section 754 of the Code, must be made subsequent to a
termination and a termination could result in a deferral of Star Gas Partners
deductions for depreciation. A termination could also result in penalties if
Star Gas Partners were unable to determine that the termination had occurred.
Moreover, a termination might either accelerate the application of, or subject
Star Gas Partners to, any tax legislation enacted prior to the termination.

Entity-Level Collections. If we are required or elect under applicable law to
pay any federal, state or local income tax on behalf of any unitholder or any
general partner or any former unitholder, Star Gas Partners is authorized to
pay those taxes from our funds. That payment, if made, will be treated as a
distribution of cash to the partner on whose behalf the payment was made. If
the payment is made on behalf of a person whose identity cannot be determined,
we are authorized to treat the payment as a distribution to current
unitholders. Star Gas Partners is authorized to amend the amended and restated
partnership agreement in the manner necessary to maintain uniformity of
intrinsic tax characteristics of units and to adjust subsequent distributions,
so that after giving effect to such distributions, the priority and
characterization of distributions otherwise applicable under the amended and
restated partnership agreement is maintained as nearly as is practicable.
Payments by Star Gas Partners as described above could give rise to an
overpayment of tax on behalf of an individual partner in which event the
partner could file a claim for credit or refund.     

Uniformity of Units

Because Star Gas Partners cannot match transferors and transferees of units,
uniformity of the economic and tax characteristics of the units to a purchaser
of such units must be maintained. In the absence of uniformity, compliance with
a number of federal income tax requirements, both statutory and regulatory,
could be substantially diminished. A lack of uniformity can result from a
literal application of Treasury Regulation Section 1.167(c)-1(a)(6) and
Proposed Treasury Regulation Section 1.197-2(g)(3). Any non-uniformity could
have a negative impact on the value of the units. See "--Tax Treatment of
Operations--Section 754 Election."     

We intend to depreciate the portion of a Section 743(b) adjustment
attributable to unrealized appreciation in the value of contributed property or
adjusted property (to the extent of any unamortized Book-Tax Disparity) using a
rate of depreciation or amortization derived from the depreciation or
amortization method and useful life applied to the basis of such property, or
treat that portion as nonamortizable, to the extent attributable to property
the basis of which is not amortizable consistent with the proposed regulations
under Section 743 (but despite its inconsistency with Treasury Regulation
Section 1.167(c)-1(a)(6) and Proposed Treasury Regulation Section 1.197-2(g)(3)
(neither of which is expected to directly apply to a material portion of the
Partnership's assets)). See "--Tax Treatment of Operations--Section 754
Election." To the extent such Section 743(b) adjustment is attributable to
appreciation in value in excess of the unamortized

171

Book-Tax Disparity, we will apply the rules described in the Regulations and
legislative history. If we determine that such a position cannot reasonably be
taken, we may adopt a depreciation and amortization convention under which all
purchasers acquiring units in the same month would receive depreciation and
amortization deductions, whether attributable to basis or Section 743(b) basis,
based upon the same applicable rate as if they had purchased a direct interest
in our property. If such an aggregate approach is adopted, it may result in
lower annual depreciation and amortization deductions than would otherwise be
allowable to certain unitholders and risk the loss of depreciation and
amortization deductions not taken in the year that such deductions are
otherwise allowable. This convention will not be adopted if we determine that
the loss of depreciation and amortization deductions will have a material
adverse effect on the unitholders. If Star Gas Partners chooses not to utilize
this aggregate method, we may use any other reasonable depreciation and
amortization convention to preserve the uniformity of the intrinsic tax
characteristics of any units that would not have a material adverse effect on
the unitholders. The IRS may challenge any method of depreciating the Section
743(b) adjustment described in this paragraph. If such a challenge were
sustained, the uniformity of units might be affected, and the gain from the
sale of units might be increased without the benefit of additional deductions.
See "--Disposition of Units--Recognition of Gain or Loss."     

Tax-exempt Organizations and Certain Other Investors. Ownership of units by
employee benefit plans, other tax-exempt organizations, nonresident aliens,
foreign corporations, other foreign persons and regulated investment companies
raises issues unique to such persons and, as described below, may have
substantially adverse tax consequences. Employee benefit plans and most other
organizations that are exempt from federal income tax (including individual
retirement accounts ("IRAs") and other retirement plans) are subject to federal
income tax on unrelated business taxable income. Virtually all of the taxable
income derived by such an organization from the ownership of a unit will be
unrelated business taxable income and thus will be taxable to such a
unitholder.     

A regulated investment company or "mutual fund" is required to derive 90% or
more of its gross income from interest, dividends and gains from the sale of
stocks or securities or foreign currency or certain related sources. It is not
anticipated that any significant amount of our gross income will include that
type of income at least in the next few years.     

Under current rules applicable to publicly-traded partnerships, we are
required to withhold as taxes 39.6% of any cash distributions made to foreign
unitholders. A foreign unitholder may claim a credit for those taxes. If that
tax exceeds the taxes due from the foreign unitholder, he may claim a refund.
Each foreign unitholder must obtain a taxpayer identification number from the
IRS and submit that number to our transfer agent on a Form W-8 in order to
obtain a credit for the taxes withheld. A change in applicable law may require
Star Gas Partners to change these procedures. In addition, non-resident aliens
and foreign corporations, trusts or estates that own units will be considered
to be engaged in business in the United States on account of ownership of those
units. As a consequence, they will be required to file federal tax returns in
respect of their share of our income, gain, loss or deduction and pay federal
income tax at regular rates on any net income or gain.     

Because a foreign corporation that owns units will be treated as engaged in a
United States trade or business, such a corporation may be subject to United
States branch profits tax a rate of 30%, in addition to regular federal income
tax, on its share of our income and gain (as adjusted for changes     

172

in the foreign corporation's "U.S. net equity") which are effectively connected
with the conduct of a United States trade or business. That tax may be reduced
or eliminated by an income tax treaty between the United States and the country
with respect to which the foreign corporate unitholder is a "qualified
resident." In addition, such a unitholder is subject to special information
reporting requirements under Section 6038C of the Code.     

Under a ruling of the IRS, a foreign unitholder who sells or otherwise
disposes of a unit will be subject to federal income tax on gain realized on
the disposition of such unit to the extent that such gain is effectively
connected with a United States trade or business. Except to the extent the
ruling applied (as to which counsel has not opined), a foreign unitholder will
not be taxed or subject to withholding upon the disposition of a unit if he has
owned less than 5% in value of the units during the five-year period ending on
the date of the disposition and if the units are regularly traded on an
established securities market at the time of the disposition.     

Administrative Matters

Information Returns and Audit Procedures. We intend to furnish to each
unitholder, within 90 days after the close of each calendar year, certain tax
information, including a Schedule K-1, which sets forth each unitholder's share
of our income, gain, loss and deduction for our preceding taxable year. In
preparing this information, which will generally not be reviewed by counsel, we
will use various accounting and reporting conventions, some of which have been
mentioned earlier, to determine the unitholder's share of income, gain, loss
and deduction. There is no assurance that any of those conventions will yield a
result that conforms to the requirements of the Code, regulations or
administrative interpretations of the IRS. Neither we nor counsel can assure
prospective unitholders that the IRS will not successfully contend in court
that such accounting and reporting conventions are impermissible. Any such
challenge by the IRS could negatively affect the value of the units.     

The IRS may audit our federal income tax information returns. Adjustments
resulting from any such audit may require each unitholder to adjust a prior
year's tax liability, and possibly may result in an audit of the unitholder's
own return. Any audit of a unitholder's return could result in adjustments not
related to our returns as well as those related to our returns.     

Partnerships generally are treated as separate entities for purposes of
federal tax audits, judicial review of administrative adjustments by the IRS
and tax settlement proceedings. The tax treatment of partnership items of
income, gain, loss and deduction are determined in a partnership proceeding
rather than in separate proceedings with the partners. The Code provides for
one partner to be designated as the "Tax Matters Partner" for these purposes.
The amended and restated partnership agreement appoints the general partner as
the Tax Matters Partner of Star Gas Partners.     

The Tax Matters Partner will make certain elections on our behalf and on
behalf of unitholders. In addition, the Tax Matters Partner can extend the
statute of limitations for assessment of tax deficiencies against Unitholders
with respect to items in our returns. The Tax Matters Partner may bind a
unitholder with less than a 1% profits interest in us to a settlement with the
IRS unless that unitholder elects, by filing a statement with the IRS, not to
give such authority to the Tax Matters Partner. The Tax Matters Partner may
seek judicial review (by which all the unitholders are bound) of a final
partnership administrative adjustment and, if the Tax Matters Partner fails to
seek judicial     

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review, such review may be sought by any unitholder having at least a 1%
interest in profits and by the unitholders having in the aggregate at least a
5% profits interest. However, only one action for judicial review will go
forward, and each unitholder with an interest in the outcome may participate.
However, if Star Gas Partners elects to be treated as a large partnership
(which we do not currently intend to do), a unitholder will not have the right
to participate in settlement conferences with the IRS or to seek a refund.     

A unitholder must file a statement with the IRS identifying the treatment of
any item on his federal income tax return that is not consistent with the
treatment of the item on our return. Intentional or negligent disregard of the
consistency requirement may subject a unitholder to substantial penalties.
However, if Star Gas Partners elects to be treated as a large partnership
(which it does not currently intend to do), the unitholders would be required
to treat all partnership items in a manner consistent with our return.     

Each partner in a partnership that elects to be treated as a "large
partnership" takes into account separately his share of the following items,
determined at the partnership level:

(1) taxable income or loss from passive loss limitation activities;     

(2) taxable income or loss from other activities (such as portfolio income
or loss);     

(3) net capital gains to the extent allocable to passive loss limitation
activities and other activities;     

(4) tax exempt interest;     

(5) a net alternative minimum tax adjustment separately computed for
passive loss limitation activities and other activities;     

(6) general credits;     

(7) low-income housing credit;     

(8) rehabilitation credit;     

(9) foreign income taxes;     

(10) credit for producing fuel from a nonconventional source; and     

(11) any other items the Secretary of Treasury deems appropriate.     

In addition, miscellaneous itemized deductions of an electing large
partnership are not passed through to the partners and 30% of such deductions
are used at the partnership level.     

A number of changes have recently been made to the tax compliance and
administrative rules relating to electing large partnerships. Adjustments
relating to partnership items for a previous taxable year are generally taken
into account by those persons who were partners in the previous taxable year.
Each partner in an electing large partnership, however, must take into account
his share of any adjustments to partnership items in the year such adjustments
are made. Alternatively, an electing large partnership could elect, or in some
circumstances could be required to, directly pay the tax resulting from any
such adjustments. In either case, therefore, unitholders could bear significant
economic burdens associated with tax adjustments relating to periods predating
their acquisition of units. Although we are authorized under our amended and
restated partnership agreement to do so, we do not expect to elect to have the
large partnership provisions apply to us because of the cost of their
application.     

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Nominee Reporting. Persons who hold an interest in us as a nominee for
another person are required to furnish to us (a) the name, address and taxpayer
identification number of the beneficial owner and the nominee; (b) whether the
beneficial owner is (1) a person that is not a United States person, (2) a
foreign government, an international organization or any wholly-owned agency or
instrumentality of either of the foregoing, or (3) a tax-exempt entity; (c) the
amount and description of units held, acquired or transferred for the
beneficial owner; and (d) certain information including the dates of
acquisitions and transfers, means of acquisitions and transfers, and
acquisition cost for purchases, as well as the amount of net proceeds from
sales. Brokers and financial institutions are required to furnish additional
information, including whether they are United States persons and certain
information on units they acquire, hold or transfer for their own account. A
penalty of $50 per failure (up to a maximum of $100,000 per calendar year) is
imposed by the Code for failure to report such information to Star Gas
Partners. The nominee is required to supply the beneficial owner of the units
with the information furnished to us.     

Registration as a Tax Shelter. The Code requires that "tax shelters" be
registered with the Secretary of the Treasury. The temporary Treasury
Regulations interpreting the tax shelter registration provisions of the Code
are extremely broad. Nevertheless, it is arguable that we are not subject to
the registration requirement on the basis that it will not constitute a tax
shelter. However, the predecessor general partner, as our organizer, has
registered us as a tax shelter with the Secretary of the Treasury in the
absence of assurance that we will not be subject to tax shelter registration
and in light of the substantial penalties which might be imposed if
registration is required and not undertaken.

The IRS has issued the following tax shelter registration number to Star Gas
Partners: 96026000016. Issuance of the Registration Number does not indicate
that investment in Star Gas Partners or the claimed tax benefits have been
reviewed, examined or approved by the IRS.     

We must furnish the registration number to the unitholders, and a unitholder
who sells or otherwise transfers a unit in a subsequent transaction must
furnish the registration number to the transferee. The penalty for failure of
the transferor of a unit to furnish the registration number to the transferee
is $100 for each such failure. The unitholders must disclose the tax shelter
registration number of Star Gas Partners on Form 8271 to be attached to the tax
return on which any deduction, loss or other benefit generated by Star Gas
Partners is claimed or income of Star Gas Partners is included. A unitholder
who fails to disclose the tax shelter registration number on his return,
without reasonable cause for that failure, will be subject to a $250 penalty
for each failure. Any penalties discussed herein are not deductible for federal
income tax purposes.     

Accuracy-related Penalties. An additional tax equal to 20% of the amount of
any portion of an underpayment of tax that is attributable to one or more of
certain listed causes, including negligence or disregard of rules or
regulations, substantial understatements of income tax and substantial
valuation misstatements, is imposed by the Code. No penalty will be imposed,
however, with respect to any portion of an underpayment if it is shown that
there was a reasonable cause for that portion and that the taxpayer acted in
good faith with respect to that portion.     

A substantial understatement of income tax in any taxable year exists if the
amount of the understatement exceeds the greater of 10% of the tax required to
be shown on the return for the

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taxable year or $5,000 ($10,000 for most corporations). The amount of any
understatement subject to penalty generally is reduced if any portion of the
understatement is attributable to a position adopted on the return (1) with
respect to which there is, or was, "substantial authority" or (2) as to which
there is a reasonable basis and the pertinent facts of such position are
disclosed on the return. Certain more stringent rules apply to "tax shelters,"
a term that in this context does not appear to include Star Gas Partners. If
any Star Gas Partners item of income, gain, loss or deduction included in the
distributive shares of unitholders might result in such an "understatement" of
income for which no "substantial authority" exists, Star Gas Partners must
disclose the pertinent facts on its return. In addition, Star Gas Partners will
make a reasonable effort to furnish sufficient information for unitholders to
make adequate disclosure on their returns to avoid liability for this penalty.

A substantial valuation misstatement exists if the value of any property (or
the adjusted basis of any property) claimed on a tax return is 200% or more of
the amount determined to be the correct amount of such valuation or adjusted
basis. No penalty is imposed unless the portion of the underpayment
attributable to a substantial valuation misstatement exceeds $5,000 ($10,000
for most corporations). If the valuation claimed on a return is 400% or more
than the correct valuation, the penalty imposed increases to 40%.

State, Local and Other Tax Considerations

In addition to federal income taxes, a unitholder will be subject to other
taxes, such as state and local income taxes, unincorporated business taxes, and
estate, inheritance or intangible taxes that may be imposed by the various
jurisdictions in which he or she resides in which Star Gas Partners does
business or owns property. Although an analysis of those various taxes is not
presented here, each prospective unitholder should consider their potential
impact on his investment in Star Gas Partners. A unitholder will likely be
required to file state and local income tax returns and pay state and local
income taxes in some or all of the various jurisdictions in which we do
business or own property and may be subject to penalties for failure to comply
with those requirements. Star Gas Corporation anticipates that substantially
all of Star Gas Partners' income will be generated in the following states:
Connecticut, Indiana, Kentucky, Maine, Massachusetts, Michigan, New Hampshire,
New Jersey, New York, Ohio, Pennsylvania, Rhode Island, and West Virginia. Each
of these states currently imposes a personal income tax; however, New
Hampshire's tax only applies to interest and dividend incomes. Some of them may
require Star Gas Partners, or Star Gas Partners may elect, to withhold a
percentage of income from amounts to be distributed to a unitholder who is not
a resident of the state. A unitholder will be required to file state income tax
returns and to pay state income taxes in some or all of these states and may be
subject to penalties for failure to comply with those requirements. In certain
states, tax losses may not produce a tax benefit in the year incurred (if, for
example, Star Gas Partners has no income from sources within that state) and
also may not be available to offset income in subsequent taxable years.
Withholding, the amount of which may be greater or less than a particular
unitholder's income tax liability to the state, generally does not relieve the
non-resident unitholder from the obligation to file an income tax return.
Amounts withheld may be treated as if distributed to unitholders for purposes
of determining the amounts distributed by us. See "--Disposition of Units--
Entity-Level Collections." Based on current law and our estimate of our future
operations, we do not anticipate that any amounts required to be withheld will
not be material.     

176

It is the responsibility of each unitholder to investigate the legal and tax
consequences of his investment in us, under the laws of pertinent states and
localities. Accordingly, each prospective unitholder should consult, and must
depend upon, his own tax counsel or other advisor with regard to those matters.
Further, it is the responsibility of each unitholder to file all U.S. federal,
state and local, tax returns that may be required. Counsel has not rendered an
opinion on the state or local tax consequences of an investment in us.     

177

DISSENTERS' RIGHTS

Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act (the
"Minnesota Act") provide to each common stockholder the right to dissent from
the acquisition proposal and obtain payment for the "fair value" of such common
stockholder's shares following the transaction. Common unitholders do not have
dissenters' rights under the Delaware Act or the partnership agreement.     

The following summary of the applicable provisions of Sections 302A.471 and
302A.473 of the Minnesota Act is not intended to be a complete statement of
such provisions and is qualified in its entirety by reference to such sections,
the full texts of which are attached as Appendix E to this proxy statement.
These Sections should be reviewed carefully by any common stockholder who
wishes to exercise dissenters' rights or who wishes to preserve the right to do
so, since failure to comply with the procedures described herein and set forth
therein will result in the loss of dissenters' rights.     

Under the Minnesota Act, common stockholders will have the right, by fully
complying with the applicable provisions of Sections 302A.471 and 302A.473, to
dissent with respect to the transaction and to receive from Petro payment in
cash of the "fair value" of their shares of common stock after the transaction
is completed. The term "fair value" means the value of such shares of common
stock immediately before the completion of the transaction. Under the merger
agreement, Star Gas Partners has agreed to make payment of the fair value of
the shares of dissenting common stockholders.     

All references in Sections 302A.471 and 302A.473 of the Minnesota Act to a
"shareholder" are to a record holder of shares of common stock as to which
dissenters' rights are asserted by such common stockholder. A person having
beneficial ownership of shares of common stock that are held of record in the
name of another person, such as a broker, nominee, trustee or custodian, must
act promptly to cause the record holder to follow the steps summarized below
properly and in a timely manner in order to perfect whatever dissenters' rights
such beneficial owner may have.     

Common stockholders who desire to exercise their dissenters' rights must
satisfy all of the following conditions:     

A written notice of intent to demand fair value (a "Dissent Notice") for his
or its shares of common stock must be delivered by such a common stockholder to
Petro at the address specified below before the taking of the vote of
shareholders on the acquisition proposal. Such Dissent Notice is in addition to
and separate from any proxy or vote against the transaction proposal. Voting
against, abstaining from voting or failing to vote on the acquisition proposal
does not constitute a Dissent Notice or demand for appraisal within the meaning
of the Minnesota Act. Only common stockholders of record as of the record date,
and beneficial owners of common stock as of such date who hold through such
common stockholders, are entitled to exercise dissenters' rights.     

Holders of common stock electing to exercise dissenters' rights under the
Minnesota Act must not vote for the transaction proposal. A common
stockholder's failure to vote against the acquisition proposal will not
constitute a waiver of dissenters' rights. However, if a common stockholder
returns a signed proxy but does not specify a vote against the acquisition
proposal or a direction to     

178

abstain, the proxy will be voted for the acquisition proposal, which will have
the effect of waiving that common stockholder's dissenters' rights.     

A common stockholder may not assert dissenters' rights as to less than all of
the shares of common stock registered in such holder's name and/or beneficially
owned by such common stockholder, except where shares are beneficially owned by
another person but registered in such common stockholder's name. If a common
stockholder, such as a broker, nominee, trustee or custodian, wishes to dissent
with respect to shares of common stock beneficially owned by another person,
such common stockholder must dissent with respect to all of such shares and
must disclose the name and address of the beneficial owner on whose behalf the
dissent is made. A beneficial owner of shares of common stock who is not the
record owner of such shares may assert dissenters' rights as to shares held on
such person's behalf, provided that such beneficial owner submits a written
consent of the record owner to Petro at or before the time such rights are
asserted.     

A common stockholder who elects to exercise dissenters' rights must send a
Dissent Notice to Petro at the following address before the taking of the vote
on the acquisition proposal: Petroleum Heat and Power Co., Inc., P.O. Box 1457,
Stamford, CT 06902, Attention: Treasurer. The Dissent Notice should specify the
common stockholder's name and mailing address, the number of shares of each
class of common stock owned by such common stockholder and that the common
stockholder intends to demand the fair value of such shares.     

If the acquisition proposal is approved by common stockholders at the special
meeting, Petro will send a written notice to each common stockholder (the
"Advisory Notice") who filed a Dissent Notice. The Advisory Notice will contain
the address to which the common stockholder should send a demand for the
payment of the fair value of his or its shares of common stock (the "Fair Value
Demand") and the certificates representing such shares in order to obtain
payment and the date by which they must be received by Petro, a form to be used
to make such Fair Value Demand and other related information.     

In order to receive fair value for his or its shares of common stock, a
dissenting common stockholder must, within 30 days after the date the Advisory
Notice was given, send his or its stock certificates, a Fair Value Demand and
all other information specified in the Advisory Notice from Petro, to the
address specified in the Advisory Notice. A dissenting common stockholder will
retain all rights as a common stockholder until the completion of the
transaction. After the later of (1) the date of receipt by Petro of a valid
Fair Value Demand and the related stock certificates and other information are
received and (2) the completion of the transaction, Star Gas Partners, on
behalf of Petro, will remit to each dissenting common stockholder who has
complied with the statutory requirements the amount that Petro estimates to be
the fair value of such common stockholder's shares of common stock, with
interest commencing five days after the completion of the transaction at a rate
prescribed by statute. Remittance will be accompanied by Petro's balance sheet
and statement of operations for a fiscal year ending not more than 16 months
before the completion of the transaction, together with the latest available
interim financial data, an estimate of the fair value of such dissenting common
stockholder's shares of common stock and a brief description of the method used
to reach such estimate, a brief description of the procedure to be followed if
such holder is demanding supplemental payment and copies of Sections 302A.471
and 302A.473 of the Minnesota Act.     

179

If the dissenting common stockholder believes that the amount remitted by
Star Gas Partners, on behalf of Petro, is less than the fair value of such
common stockholder's shares, plus interest, the dissenting common stockholder
may give written notice to Petro of such common stockholder's own estimate of
the fair value of the shares, plus interest, within 30 days after the mailing
date of the remittance and demand payment of the difference (a "Supplemental
Payment Demand"). Such Supplemental Payment Demand must be given to Petro at
the address specified in the Advisory Notice. A common stockholder who fails to
give such written notice within this time period is entitled only to the amount
remitted by Star Gas Partners.     

Within 60 days after receipt of a Supplemental Payment Demand, Petro must
either (1) pay the common stockholder the amount demanded or agreed to by such
common stockholder after discussion with Petro or (2) petition a state court in
Hennepin County, Minnesota for the determination of the fair value of the
shares, plus interest. The petition must name as parties all common
stockholders who have demanded supplemental payment and have not reached an
agreement with Petro. The court, after determining that the dissenting common
stockholder or stockholders in question have complied with all statutory
requirements, may use any valuation method or combination of methods it deems
appropriate, whether or not used by Petro or the dissenting common stockholder,
and may appoint appraisers to recommend the amount of the fair value of the
class of common stock to be valued. The court's determination will be binding
on all common stockholders who properly exercised dissenters' rights and did
not agree with Petro as to the fair value of such shares. Dissenting common
stockholders are entitled to judgment for the amount by which the court-
determined fair value per share, plus interest, exceeds the amount per share,
plus interest, remitted to the common stockholders by Star Gas Partners. The
common stockholders will not be liable to Petro or Star Gas Partners for any
amounts paid by Petro or Star Gas Partners that exceed the fair value of the
shares as determined by the court, plus interest. The costs and expenses of
such a proceeding, including the expenses and compensation of any appraisers,
will be determined by the court and assessed against Petro, except that the
court may, in its discretion, assess part or all of those costs and expenses
against any common stockholder whose action in demanding supplemental payment
is found to be arbitrary, vexatious or not in good faith. The court may award
fees and expenses to an attorney for the dissenting common stockholders out of
the amount, if any, awarded to such common stockholders. Fees and expenses of
experts or attorneys may also be assessed against any person who acted
arbitrarily, vexatiously or not in good faith in bringing the proceeding.     

Star Gas Partners may withhold the remittance of the estimated fair value,
plus interest, for any shares of common stock owned by any person who was not a
common stockholder, or who is dissenting on behalf of a person who was not a
beneficial owner, on August 14, 1998, the date on which the proposed
transaction was first announced to the public (the "Public Announcement Date").
Petro will forward to any such dissenting common stockholder who has complied
with all requirements in exercising dissenters' rights the Advisory Notice and
all other materials sent after approval by the common stockholders of the
acquisition proposal to all common stockholders who have properly exercised
dissenters' rights, together with a statement of the reason for withholding the
remittance and an offer to pay the dissenting common stockholder the amount
listed in the materials, if such common stockholder agrees to accept that
amount in full satisfaction. A dissenting common stockholder may decline such
offer and demand payment by following the same procedure as that     

180

described for a Supplemental Payment Demand by common stockholders who owned
their shares as of the Public Announcement Date. Any common stockholder who did
not own shares on the Public Announcement Date and who fails properly to demand
payment will be entitled only to the amount offered by Petro. Upon proper
demand by any such common stockholder, rules and procedures applicable to
receipt by Star Gas Partners of a Supplemental Payment Demand given by a
dissenting common stockholder who owned shares on the Public Announcement Date
will also apply to any common stockholder properly giving a demand for payment
but who did not own shares of record or beneficially on the Public Announcement
Date, except that any such common stockholder is not entitled to receive any
remittance from Petro or Star Gas Partners until the fair value of the shares,
plus interest, has been determined pursuant to such rules and procedures.     

Common stockholders considering exercising dissenters' rights should bear in
mind that the fair value of their shares determined under Sections 302A.471 and
302A.473 of the Minnesota Act could be more than, the same as or, in certain
circumstances, less than the consideration they would receive pursuant to the
acquisition proposal if they do not seek appraisal of their shares, and that
the opinion of any investment banking firm as to fairness, from a financial
point of view, is not an opinion as to fair value under Sections 302A.471 and
302A.473.     

Cash received pursuant to the exercise of dissenters' rights may be subject
to federal or state income tax. See "Certain Federal Income Tax
Considerations."

A common stockholder who fails to comply fully with the statutory procedure
summarized above will forfeit his or her rights of dissent and will receive the
transaction consideration for his or her shares. See Appendix F.     

Under the merger agreement, from and after the completion of the transaction,
Star Gas Partners will be responsible for the payment of any and all
consideration that may be determined under Section 320a-473 to be due to the
holders of common stock who have perfected their rights to receive the fair
value of their shares as described above.     

181

LEGAL MATTERS

The validity of the common units and the senior subordinated units to be
issued in the Transaction will be passed upon for Star Gas Partners by Phillips
Nizer Benjamin Krim & Ballon LLP, New York, New York. Certain tax matters will
be passed upon for Star Gas Partners by Andrews & Kurth L.L.P., New York, New
York.     

EXPERTS

The consolidated financial statements and schedules of Star Gas Partners, and
its subsidiary and the Star Gas Group (Predecessor) as of September 30, 1997
and 1998 and for the fiscal years ended September 30, 1996, 1997 and 1998,
incorporated by reference in this proxy statement, have been incorporated by
reference in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference and upon the authority of that firm as
experts in accounting and auditing.     

The consolidated financial statements and schedules of Petroleum Heat and
Power Co., Inc. as of December 31, 1996 and 1997 and for the fiscal years ended
December 31, 1995, 1996 and 1997, have been incorporated by reference in this
proxy statement in reliance upon the report of KPMG LLP, independent certified
public accountants, incorporated by reference and upon the authority of that
firm as experts in accounting and auditing.     

WHERE YOU CAN FIND MORE INFORMATION

Star Gas Partners and Petro file annual, quarterly and special reports, proxy
statements (Petro only) and other information with the Commission. You may read
and copy any reports, statement or other information that Star Gas Partners and
Petro file with the Commission at the Commission's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on the public reference
rooms. These Commission filings are also available to the public from
commercial document retrieval services and at the Internet world wide web site
maintained by the Commission at "http://www.sec.gov." Reports and other
information concerning Star Gas Partners should also be available for
inspection at the offices of the NYSE.     

Star Gas Partners filed a registration statement on Form S-4 to register with
the Commission the common units and senior subordinated units to be issued
in the transaction. This proxy statement is a part of that registration
statement and constitutes a prospectus of Star Gas Partners. As allowed by
Commission rules, this proxy statement does not contain all the information you
can find in Star Gas Partners' registration statement or the exhibits to the
registration statement.     

The Commission allows Star Gas Partners and Petro to "incorporate by
reference" information into this proxy statement, which means that they can
disclose important information to you by referring you to another document
filed separately with the Commission. The information incorporated by reference
is considered part of this proxy statement, except for any information
superseded by information contained directly in this proxy statement or in
later filed documents incorporated by reference in this proxy statement.     

182

This proxy statement includes information required by the Commission to be
disclosed under Rule 13e-3 of the Exchange Act which governs so-called "going
private" transactions by certain issuers or their affiliates. In accordance
with that rule, Petro filed with the Commission under the Exchange Act, a
Schedule 13E-3 with respect to the transaction. This proxy statement does
not contain all of the information in the Schedule 13E-3, parts of which are
omitted in accordance with the regulations of the Commission. The Schedule 13E-
3, and its amendments, including exhibits filed with it, will be available for
inspection and copying at the offices of the Commission as set forth above.

This proxy statement incorporates by reference the documents set forth below
that Star Gas Partners and Petro have previously filed with the Commission.
These documents contain important information about Star Gas Partners and Petro
and their finances.     

The Partnership Commission Filings
(File No. 33-78490)                             Period/As of Date
----------------------------------                      -----------------
Annual Report on Form 10-K                    Year ended September 30, 1998

Petro Commission Filings (File No. 1-9358)                  Period/As of Date
------------------------------------------                  -----------------
Annual Report on Form 10-K                     Year ended December 31, 1997
Quarterly Report on Form 10-Q                 Quarter ended September 30, 1998
Proxy Statement                                 April 30, 1998

You should rely only on the information contained or incorporated by
reference in this proxy statement. We have not authorized anyone to provide you
with information that is different from what is contained in this proxy
statement. This proxy statement is dated              . You should not assume
that the information contained in this joint proxy statement-prospectus is
accurate as of any date other than the date of the proxy statement. Neither the
mailing of this proxy statement to Securityholders nor the issuance of units in
the Transaction creates any implication to the contrary.     

STATEMENT OF FORWARD-LOOKING DISCLOSURE

Some of the information in this proxy statement may contain forward-looking
statements. You can identify these statements by our use of "will," "believe,"
"expect," "anticipate," "estimate," "continue," "think" or other similar words.
These statements discuss future expectations, contain projections of results of
operations or of financial condition, or state other "forward-looking"
information. When considering these forward-looking statements, you should keep
in mind the risk factors and other cautionary statements in this proxy
statement. The risk factors noted under "Risk Factors" and other factors noted
throughout this proxy statement, including certain risks and uncertainties,
could cause our actual results to differ materially from those contained in any
forward-looking statement.

183

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following document filed by Star Gas Partners with the Commission (File
No. 33-98490) is incorporated by reference in this proxy statement:     

(1) Star Gas Partners Annual Report on Form 10-K for the fiscal year ended
September 30, 1998.     

In addition, all other reports and documents filed by Star Gas Partners
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date hereof and prior to the unitholders meeting and the special meeting
shall be deemed incorporated by reference into this proxy statement from the
date of filing of such reports and documents. Any statement contained herein or
in a document, all or a portion of which is incorporated or deemed to be
incorporated by reference in this proxy statement, shall be deemed to be
modified or superseded for purposes of this proxy statement to the extent that
a statement contained here (and, in case of any statement in an incorporated
document prior to the date of this proxy statement), or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this proxy statement.     

The following documents filed by Petro with the Commission are also
incorporated by reference in this proxy statement:

(1) Petro's Annual Report on Form 10-K for the fiscal year ended December
31, 1997, which accompanies this proxy statement; and

(2) Petro's Quarterly Reports on Form 10-Q for the fiscal quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998, which accompanies
this proxy statement.

(3) Petro's proxy statement dated April 30, 1998.

This proxy statement incorporates documents by reference that are not
included with this proxy statement. These documents (excluding exhibits to such
documents) are available without charge, upon oral or written request by any
person, including any beneficial owner, to whom this proxy statement is
delivered. For documents relating to Star Gas Partners, contact Star Gas
Corporation, 2187 Atlantic Street, Stamford, Connecticut 06902, Attention:
Richard F. Ambury, Vice President-Finance, telephone (203) 328-7313. For
documents relating to Petro, contact Petroleum Heat and Power Co., Inc., 2187
Atlantic Avenue, Stamford, Connecticut 06902, Attention: George Leibowitz,
Treasurer, telephone (203) 325-5470. To ensure timely delivery of the
documents, any request should be made by                 , 1999.     

184

UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial
information gives effect to the acquisition of Petroleum Heat and Power Co.,
Inc., by Star Gas Partners, the transaction, including the equity offering, the
debt offering and the application of the net proceeds therefrom as described in
"Summary--Financial Information--Estimated Sources and Uses of Funds of the
Equity Offering and Debt Offering." The information presented is derived from,
should be read in conjunction with, and is qualified in its entirety by
reference to the historical financial statements, and notes thereto, appearing
elsewhere and incorporated by reference in this prospectus.     

The unaudited pro forma condensed consolidated balance sheet was prepared as
if the transaction had occurred on September 30, 1998. The unaudited pro forma
condensed consolidated statement of operations for the twelve months ended
September 30, 1998 was prepared as if the transaction had occurred on October
1, 1997.     

The pro forma adjustments are based upon currently available information and
certain estimates and assumptions, and therefore, the actual adjustments may
differ from the unaudited pro forma adjustments. However, management believes
that the assumptions provide a reasonable basis for representing the
significant effects of the transaction as contemplated and that the unaudited
pro forma adjustments give appropriate effect to those assumptions and are
properly applied in the unaudited pro forma condensed consolidated financial
statements. The unaudited pro forma condensed consolidated balance sheet and
statement of operations are not necessarily indicative of the financial
position or results of operations of Star Gas Partners if the transaction had
actually occurred on the dates indicated above. Likewise, the unaudited pro
forma condensed consolidated financial information is not necessarily
indicative of future financial combined position or future results of combined
operations of Star Gas Partners.     

185

Star Gas Partners, L.P. and Subsidiaries     

Pro Forma Condensed Consolidated Balance Sheet (unaudited)     

September 30, 1998     

(in thousands)     

Star Gas
Star Gas                                                   Partners, L.P.
Partners             Pro Forma     Pro Forma    The           Adjusted
L.P.     Petro    Adjustments    Combined  Offerings       Pro Forma
--------  --------  -----------    --------- ---------     --------------

ASSETS
Current assets:
Cash..................  $  1,115  $ 13,767                 $ 14,882  $115,400 (g)     $ 11,650
--------                 --------                   --------
128,300 (h)
(246,932)(o)
Restricted cash.......               4,900                    4,900                      4,900
--------                 --------                   --------
Accounts receivable...     5,279    38,163                   43,442                     43,442
Inventories...........    10,608    13,997                   24,605                     24,605
Prepaid expenses and
other current
assets...............       945    11,885                   12,830                     12,830
--------  --------                 --------  --------         --------
Total current
assets..............    17,947    82,712                  100,659    (3,232)          97,427
--------  --------                 --------  --------         --------
Cash collateral
account..............               6,900                    6,900                      6,900
Property and
equipment, net.......   110,262    28,799   $ 11,310 (f)   150,371                    150,371
Intangible and other
assets, net..........    51,398    80,267    288,997 (f)   420,662     4,600 (g)      425,262
--------  --------   --------      --------  --------         --------
Total assets.........  $179,607  $198,678   $300,307      $678,592  $  1,368         $679,960
========  ========   ========      ========  ========         ========
LIABILITIES AND
PARTNERS' CAPITAL
Current liabilities:
Current debt and
preferred stock......  $    692  $ 12,188                 $ 12,880  $ (9,797)(o)     $  3,083
Bank credit facility
borrowings...........     4,770        --                    4,770                      4,770
Accounts payable......     3,097     6,320                    9,417                      9,417
Unearned service
contract revenue.....              13,599                   13,599                     13,599
Accrued expenses and
income taxes.........     2,830    29,281   $  4,600 (d)    42,782    (6,071)(o)       36,711
6,071 (e)
Accrued interest and
dividends............       485        --        583 (a)     1,068                      1,068
Customer credit
balances.............     6,038    28,803                   34,841                     34,841
--------  --------   --------      --------  --------         --------
Total current
liabilities.........    17,912    90,191     11,254       119,357   (15,868)         103,489
--------  --------   --------      --------  --------         --------
Long-term debt..........   104,308   278,864      6,286 (b)   389,458   120,000 (g)      305,994
(203,464)(o)
Deferred income
taxes................                         50,000 (d)    50,000                     50,000
Other long-term
liabilities..........        40    10,686     (3,500)(d)     7,226                      7,226
Redeemable and
exchangeable
preferred stock......              28,555       (955)(b)    27,600   (27,600)(o)
Partners' capital
Common Unitholders....    58,686                2,055 (c)    60,741   128,300 (h)      189,041
Subordinated
Unitholders..........    (1,446)              60,006 (f)    22,544                     22,544
(36,016)(f)
General partner.......       107                4,434 (f)     1,666                      1,666
(2,875)(f)
Petro's stockholders'
deficiency...........            (209,618)      (583)(a)
(5,331)(b)
(2,055)(c)
(51,100)(d)
(6,071)(e)
274,758 (f)
--------  --------   --------      --------  --------         --------
Total Partners'
Capital..............    57,347  (209,618)   237,222        84,951   128,300          213,251
--------  --------   --------      --------  --------         --------
Total Liabilities and
Partners' Capital....  $179,607  $198,678   $300,307      $678,592  $  1,368         $679,960
========  ========   ========      ========  ========         ========

186

STAR GAS PARTNERS, L.P. AND SUBSIDIARIES     

PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS     

(UNAUDITED)     

TWELVE MONTHS ENDED SEPTEMBER 30, 1998     

(IN THOUSANDS, EXCEPT PER UNIT DATA)     

STAR GAS                    COMBINED
PARTNERS,      PROPANE      PROPANE              PRO FORMA    PRO FORMA     THE
L.P.     ACQUISITIONS(I) OPERATIONS PETRO(J)  ADJUSTMENTS   COMBINED   OFFERINGS
---------  --------------- ---------- --------  -----------   ---------  ---------

Sales...................          $111,685       $4,386       $116,071  $452,765    $(2,681)(k) $566,155
Costs and expenses:
Cost of sales.........            49,498        1,972         51,470   299,987     (1,985)(k)  349,472
Operating expenses....            43,281        1,090         44,371   117,849       (669)(k)  161,551
Restructuring
charges..............                                                   2,085                   2,085
Transaction expenses..                                                   1,029                   1,029
Corporate identity
expenses.............                                                   1,100                   1,100
Provision for
supplemental benefits                                                     409                     409
Depreciation and
amortization.........            11,462          548         12,010    27,514        (87)(k)   37,434
(2,003)(l)
Net gain (loss) on
sales of assets......              (271)                       (271)   11,507    (11,284)(k)      (48)       --
--------       ------       --------  --------    -------     --------    -------
Operating income                     7,173          776          7,949    14,299     (9,221)      13,027
Interest (income) expense, net..     7,927          427          8,354    30,803                  39,157    $12,298 (p)
Amortization of debt
issuance costs.........               176          --             176     1,432        --         1,608       (972)(n)
--------       ------       --------  --------    -------     --------    -------
Income (loss) before
income taxes...........              (930)         349           (581)  (17,936)    (9,221)     (27,738)    13,270
--------       ------       --------  --------    -------     --------    -------
Income tax expense......                25                          25       475                     500
--------
Income before equity
interest in Star Gas
Corporation............                                                 (18,411)
Share of income (loss)
of Star Gas
Corporation............                                                    (317)       317 (m)
--------       ------       --------  --------    -------     --------    -------
Net income (loss).......          $   (955)      $  349       $   (606) $(18,728)   $(8,904)    $(28,238)   $13,270
========       ======       ========  ========    =======     ========    =======
General Partner's
interest in net income
(loss).................          $    (19)
========
Limited Partners'
interest in net income
(loss).................          $   (936)
========
Basic and diluted net
income (loss) per
Limited Partner Unit...          $  (0.16)
========
Weighted average number
of Limited Partner
Units outstanding......             6,035          220          6,255                  103 (c)    7,297      6,800 (h)
(2,396)(f)
568 (f)
2,767 (f)

STAR GAS
PARTNERS, L.P.
ADJUSTED
PRO FORMA
---------------

Sales...................             $566,155
Costs and expenses:
Cost of sales.........              349,472
Operating expenses....              161,551
Restructuring
charges..............                2,085
Transaction expenses..                1,029
Corporate identity
expenses.............                1,100
Provision for
supplemental benefits                  409
Depreciation and
amortization.........               37,434
Net gain (loss) on
sales of assets......                  (48)
---------------
Operating income                       13,027
Interest (income) expense, net..       26,859
Amortization of debt
issuance costs.........                  636
---------------
Income (loss) before
income taxes...........              (14,468)
---------------
Income tax expense......                  500
Income before equity
interest in Star Gas
Corporation............
Share of income (loss)
of Star Gas
Corporation............                  --
---------------
Net income (loss).......             $(14,968)
===============
General Partner's
interest in net income
(loss).................             $   (299)
===============
Limited Partners'
interest in net income
(loss).................             $(14,669)
===============
Basic and diluted net
income (loss) per
Limited Partner Unit...             $  (1.04)(q)
===============
Weighted average number
of Limited Partner
Units outstanding......               14,097 (q)

187

Star Gas Partners, L.P. and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Information

The following pro forma adjustments give effect to (1) the offering of
809,000 common units by Star Gas Partners on December 16, 1997, (2) the
acquisition of Petro, (3) the debt offering and (4) the equity offering, as if
each transaction had taken place on September 30, 1998, in the case of the pro
forma condensed consolidated balance sheet, or as of October 1, 1997, in the
case of the pro forma condensed consolidated statement of operations. The pro
forma adjustments are based upon currently available information, certain
estimates and assumptions and a preliminary determination and allocation of the
total purchase price for Petro and therefore the actual results may differ from
the pro forma results. However, management believes that the assumptions
provide a reasonable basis for presenting the significant effects of the
transactions as contemplated, and that the pro forma adjustments give
appropriate effect to those assumptions and are properly applied in the pro
forma financial information.     

Transaction Related Adjustments

(a) Reflects the accrued dividends payable on Petro's 1989 preferred stock
and 12 7/8% preferred stock.     

(b) Reflects the negotiated premium of approximately $6.3 million to
refinance Petro's private debt and Petro's public debt and the negotiated
discount of approximately $1.0 million to redeem Petro's 12 7/8% preferred
stock..     

(c) Reflects the issue of 0.8 million shares of junior preferred stock of
Petro, which will be converted into 0.1 million common units upon completion of
the transaction at an assumed value of $20.00 per Unit. The junior preferred
stock was issued to the holders of Petro's 9 3/8% subordinated debentures, 10
1/8% subordinated notes, and 12% subordinated debentures, and 12 7/8% preferred
stock as consideration for consenting to the early redemption of such
securities.     

The Transaction (Merger and Exchange)

(d) Represents: (1) the estimated amount of current federal and state taxes
to be incurred of $4.6 million (2) the estimated amount of deferred federal and
state income taxes to be recognized of $50.0 million, and (3) the elimination
of the tax liability associated with the Pearl Gas conveyance of $3.5 million.

(e) Reflects the estimated additional amount to be recorded by Petro for
legal, professional and advisory fees (estimated to be $6.1 million) incurred
by Petro and Star Gas Partners in the transaction.     

(f) Represents the exchange of 26.6 million shares of Petro's Class A common
stock and Class C common stock valued at $64.4 million for 2.8 million senior
subordinated units valued at $51.2 million, 0.6 million Junior Subordinated
Units valued at $8.8 million and 0.3 million general partner units valued at
$4.4 million. The 2.4 million subordinated units outstanding prior to the
transaction will be contributed to Star Gas Partners by Petro. The value
assigned to Petro's Class A

188

common stock is $58.1 million or $2.43 per share and the value assigned to
Petro's Class C common stock is $6.3 million or $2.43 per share. The method
used to determine the fair market value of Star Gas Partners' senior
subordinated units, junior subordinated units and general partner units were
based on an implied unit analysis. See page 70 for a description of the implied
unit analysis method.     

The table below summarizes the preliminary allocation by Star Gas Partners of
the excess of purchase price over book value related to the acquisition of
Petro. The allocation of the purchase price is based on the results of a
preliminary appraisal of property, plant and equipment, customer lists and the
September 30, 1998 recorded values for tangible assets and liabilities. The
anticipated closing date of the transaction is March 31, 1999. This purchase
price allocation will be updated for changes in current assets and liabilities
based on Petro's operating results from October 1, 1998 to the anticipated
closing date. From October 1, 1998 to the closing date, it is expected that
Petro will generate net income and positive cash flows and that working capital
will increase. As a result, the amount of goodwill to be recorded on the
closing date will decrease. Subject to Petro's operating results which could be
impacted by weather, among other factors, it is estimated that the increase in
working capital for Petro from October 1, 1998 to the closing date will range
between $30 million to $40 million.     

The preliminary allocation is as follows (in thousands):

Consideration given for the exchange of Petro shares................ $ 64,440
Fair market value of Petro's asset and liabilities as of September
30, 1998:
Current assets....................................................  (82,712)
Cash collateral account...........................................   (6,900)
Property, plant and equipment (1).................................  (40,109)
Value of Petro's investment in Star Gas...........................  (38,891)
Current liabilities...............................................   90,191
--------
Accrued transaction expenses......................................    6,071
--------
Accrued income taxes..............................................    4,600
--------
Accrued preferred dividends.......................................      583
Long-term debt....................................................  285,150
Deferred income taxes.............................................   50,000
Other liabilities.................................................    7,186
Preferred stock...................................................   27,600
Junior preferred stock............................................    2,055
--------
Subtotal........................................................  304,824
--------
Total value assigned to intangibles and other assets................  369,264
Carrying amount of intangibles and other assets.....................  (80,267)
--------
Allocation of excess purchase price to intangibles.................. $288,997
========
Consisting of:
Customer Lists.................................................... $ 95,000
Goodwill..........................................................  273,268
Other assets......................................................      996
--------
Total Intangibles and Other Assets.............................. $369,264
========

- --------
(1)Includes fair market value adjustment of $11.3 million.

189

The fair market value for property plant and equipment, excluding real estate,
was established using the cost approach method. The market approach was used
in valuing the real estate. The value assigned to customer lists was derived
using a discounted cash flow analysis. The cash flows attributable to the
customer lists were discounted back at an equity risk adjusted cost of capital
to the net present value. Any excess was attributable to goodwill.     

THE DEBT OFFERING AND THE EQUITY OFFERING     

(g) Reflects the estimated net proceeds to Petro of $115.4 million from the
$120.0 million debt offering, net of underwriting discounts and commissions
(estimated to be $3.6 million) and offering expenses (estimated to be $1.0
million). These costs are being amortized over the term of the related debt
which is assumed to be 10 years.     

(h) Reflects the estimated net proceeds to Star Gas Partners of $128.3
million from the issuance and sale of 6.8 million common units in the equity
offering at an assumed offering price of $20.00 per common unit, net of
underwriting discounts and commissions (estimated to be $6.8 million) and
offering expenses (estimated to be $0.9 million).     

THE PROPANE ACQUISITIONS

(i) Represents the results of certain propane distributors acquired by Star
Gas Partners in fiscal 1998 from October 1, 1997 to their dates of
acquisition. Results of such distributors from the dates of acquisition to
September 30, 1998 are included in Star Gas Partners' twelve months ended
September 30, 1998 results adjusted for:     

(1) certain cost savings of $0.3 million, primarily executive compensation
and legal expenses relating to selling shareholders;

(2) additional depreciation and amortization of $0.5 million; and

(3) additional interest expense of $0.4 million.

THE TRANSACTION (ACQUISITION OF PETRO)

(j) Represents the results of operations of Petro for the twelve months
ended September 30, 1998. Estimated expenses of $7.1 million to be incurred by
Petro as a direct result of its acquisition by Star Gas Partners will be
included in Petro's actual statement of operations. For the twelve months
ended September 30, 1998, Petro has recorded $1.0 million of these expenses.

(k) Adjustment to reflect the disposition of Petro's Hartford, CT operations
in November 1997. Petro received cash proceeds of $15.6 million and recorded a
gain of $11.3 million. The carrying value of these assets at the time of sale
was $4.3 million.

(l) Adjustment to depreciation and amortization expense attributable to the
acquisition of Petro.

190

Star Gas Partners believes that the amortization periods assigned to the
assets below are appropriate. However, if the final amortization periods
assigned to the tangible and intangible assets were of shorter duration, the
amount of depreciation and amortization would increase and reduce net income.
The following table summarizes the effect on depreciation and amortization of
the acquisition of Petro.     

NET BOOK VALUE AMOUNT PER
PETRO'S FINANCIALS                  AMOUNT PER APPRAISAL          DIFFERENCE
----------------------------------- ------------------------------------ ------------
PROPERTY AND EQUIPMENT, NET        ASSET       LIFE      DEPRECIATION  ASSET        LIFE      DEPRECIATION DEPRECIATION
- ---------------------------       ------- -------------- ------------ -------- -------------- ------------ ------------

Land....................          $ 2,092                  $   --     $  3,300                  $   --       $   --
Buildings...............            4,920 20-45 years          419       4,300 30 years             143         (276)
Fleet...................            6,342 5 to 7 years       2,866      12,800 6 years            2,135         (731)
Leasehold...............            4,353 term of leases       562       5,900 term of leases       457         (105)
Computer, furniture and
fixtures...............            7,593 5 to 7 years       2,491       9,700 5 to 7 years       1,661         (830)
Service & other
equipment..............            3,499 5 to 13 years        692       4,109 5 to 13 years        557         (135)
-------                  -------    --------                  -------      -------
Total Property and
equipment..............          $28,799                  $ 7,030    $ 40,109                  $ 4,953      $(2,077)
=======                  =======    ========                  =======      =======

INTANGIBLE AND OTHER ASSETS, NET   ASSET       LIFE      AMORTIZATION  ASSET        LIFE      AMORTIZATION AMORTIZATION
- --------------------------------  ------- -------------- ------------ -------- -------------- ------------ ------------

Customer list...........          $57,468 6.5 years        $17,364    $ 95,000 10 years         $ 9,500      $(7,864)
Goodwill................            9,122 25 years             436     273,268 25 years          10,971       10,535
Covenants not to
compete................            4,041 5 to 7 years       2,597         --                       --        (2,597)
Other assets............              996                      --          996                      --           --
-------                             --------                  -------      -------
Total intangible and
other assets...........          $71,627                  $20,397    $369,264                  $20,471      $    74
=======                  -------    ========                  -------      -------
Totals..................                                   $27,427                              $25,424      $(2,003)
=======                              =======      =======

Petro's property, plant and equipment is being depreciated using a historical
cost which is approximately $80 million. The fair market value of these assets
is $40.1 million. When depreciation expense is calculated based on the fair
market value, this expense is $2.1 million lower than historical depreciation.
Pro forma depreciation is less than historical depreciation due to decline in
the asset base being depreciated and an extension of the useful lives of those
assets. The remaining lives assigned to property, plant and equipment were
determined by an independent appraisal firm. All property, plant and equipment
is depreciated using the straight-line method.     

Pro forma customer list amortization is less than historical amortization due
to a longer life and a lower amortization asset. The original cost used to
amortize historical customer list was approximately $120 million. The longer
life represents Petro's improved retention rate as well as the retention of
customers obtained through internal marketing, which have a higher retention
rate than for customers acquired through acquisition. Petro's previous
acquisitions represented the acquisition of customers. The acquisition of Petro
by Star Gas Partners is an acquisition of an on-going business. The appraisal
assigned a greater allocation to goodwill than what was previously allocated by
Petro in their purchase of a 188 relatively small fuel oil dealers. This
resulted in approximately $10.5 million of additional amortization, largely
offsetting the $7.9 million of less customer list amortization. Restrictive
covenants were not assigned a value under the pro forma intangibles due to the
minimal amount of the asset value expected at closing. Intangibles are
amortized on a straight-line basis with 10% of the asset amortized over 25
years.     

(m) Reflects the elimination of Petro's equity interest in Star Gas Partners.

191

THE OFFERINGS

(n) Net adjustment to amortization of debt issuance costs of $1.0 million
attributable to the debt offering and the acquisition of Petro. Amortization of
debt issuance costs is decreased by $1.4 million relating to the repayment
and/or exchange of Petro debt and is increased by $0.5 million relating to the
9.75% notes.     

(o) Reflects the use of the net proceeds from the equity offering, the debt
offering and $3.2 million of Petro's cash to repay $84.1 million of Petro's 12
1/4% Senior Subordinated Debentures due 2005 including $2.8 million of
premiums, to repay $50.0 million of Petro's 10 1/8% Senior Subordinated Notes
due 2003, to repay $75.0 million of Petro's 9 3/8% Senior Subordinated
Debentures due 2006, to retire $27.6 million of Petro's 12 7/8% Exchangeable
Preferred Stock, to retire $4.1 million of Petro's 14.33% Exchangeable
Preferred Stock and to pay $6.1 million of transaction expenses. In addition,
Petro has entered into private debt agreements with the private noteholders of:

(i) its outstanding senior notes in the aggregate principal amount of $60
million; and     

(ii) its Petro private debt in the aggregate principal amount of $4.1
million (after payment of the January 1999 installment).     

Pursuant to the private debt agreements at the effective time of the
transaction:     

(i) the holders of the senior notes will exchange such notes for $63.1
million aggregate principal amount of new 9% notes; and     

(ii) the holders of the 14.1% notes will exchange such notes for $4.3
million aggregate principal amount of 10 1/4% notes. The new private notes
will be guaranteed by Star Gas Partners and Petro Holdings.     

(p) Reflects the net reduction to interest expense of $12.3 million for the
twelve months ended September 30, 1998. This amount reflects interest expense
on the $120.0 million in principal amount of the notes at an assumed interest
rate of 9.75% ($11.7 million of additional expense annually) offset by an
annual reduction in interest expense of $24.0 million due to the repayment of
$206.3 million of Petro public debt with the proceeds of this offering and the
debt offering and a reduction in the interest rate attributable to the private
debt agreements described above.     

192

The following table summarizes the effect on interest expense of the
transaction:     

Interest Interest
Amount    Rate   Expense
-------- -------- --------

Debt Repaid or Modified
Petro 12 1/4% Senior Subordinated Debentures(1).. $ 81,250   12.25% $  9,953
Petro 10 1/8% Senior Subordinated Notes..........   50,000  10.125%    5,063
Petro 9 3/8% Senior Subordinated Debentures......   75,000   9.375%    7,031
Petro 11.96% Notes(2)............................   60,000   11.96%    7,176
Petro 14.10% Notes(2)............................    6,884   14.10%      971
Lower letter of credit fees on Acquisition
Notes...........................................                        191
--------
Total Reductions to Interest Expense...........                   $ 30,385
========

Interest Interest
Amount    Rate   Expense
-------- -------- --------

New Debt Issued or Modified Debt Amounts
Petro 9.75% Notes due 2010....................... $120,000    9.75% $(11,700)
Petro 9.0% Senior Notes(2).......................   63,126    9.00%   (5,681)
Petro 10.25% Senior and Subordinated Notes(2)....    6,884   10.25%     (706)
--------
Total Additions to Interest Expense............                    (18,087)
--------
Net Reduction to Interest Expense................                   $ 12,298
========

- --------

(1) Excluded prepayment premium of $2.8 million.     

(2) Notes to be exchanged under the Private Debt Agreement.     

(q) The partnership agreement provides that for each full non-overlapping
four quarter period ending on or after the first anniversary of the completion
of the transaction, but prior to the fifth anniversary of the completion of the
transaction, in which the dollar amount of Petro Adjusted Operating Surplus per
Petro Unit equals or exceeds $2.90. Star Gas Partners will issue 303,000 senior
subordinated units (or 303,000 Class B common units if such issuance occurs
after the end of the subordination period) to the holders of the senior
subordinated units, junior subordinated units and the general partner units,
provided that Star Gas Partners may not issue more than 909,000 senior
subordinated units or Class B common units in the aggregate pursuant to this
provision. The issuance of these senior subordinated units will not generate
any additional proceeds to Star Gas Partners. When these units are issued, an
additional amount of goodwill will be recorded. Assuming 303,000 senior
subordinated units are issued, the amount of goodwill to be recorded will be
$4.7 million. As a result, annual amortization expense would increase by $0.2
million and would decrease net income per limited partner unit by $0.01 per
unit. If these senior subordinated units are issued and they are converted into
Class B common units, the Class A common units would be diluted in terms of
available cash to be used for payment of the quarterly distributions.     

193

GLOSSARY OF TERMS

Adjusted Operating Surplus: For any period, Operating Surplus generated
during that period as adjusted to:     

(a) decrease Operating Surplus by;     

(1) any net increase in working capital borrowings during that
period, and     

(2) any net reduction in cash reserves for Operating Expenditures
during that period not relating to an Operating Expenditure made during
that period; and     

(b) increase Operating Surplus by;     

(1) any net decrease in working capital borrowings during that
period; and     

(2) any net increase in cash reserves for Operating Expenditures
during that period required by any debt instrument for the repayment of
principal, interest or premium.     

Adjusted Operating Surplus does not include that portion of Operating
Surplus included in clause (a)(1) of the definition of Operating Surplus.

Available Cash: For any quarter prior to liquidation:     

(a) the sum of:     

(1) all cash and cash equivalents of the Star Gas Partners and its
subsidiaries on hand at the end of that quarter; and     

(2) all additional cash and cash equivalents of Star Gas Partners and
its subsidiaries on hand on the date of determination of Available Cash
for that quarter resulting from Working Capital Borrowings after the
end of that quarter;     

(b) less the amount of cash reserves that is necessary or appropriate in
the reasonable discretion of the general partner to:     

(1) provide for the proper conduct of the business of Star Gas
Partners and its subsidiaries (including reserves for future capital
expenditures) after that quarter;     

(2) provide funds for minimum quarterly distributions and cumulative
common unit arrearages for any one or more of the next four quarters;
or     

(3) comply with applicable law or any debt instrument or other
agreement or obligation to which any member of Star Gas Partners and
its subsidiaries is a party or its assets are subject;     

provided, however, that the general partner may not establish cash
reserves for distributions to the senior subordinated units unless the
general partner has determined that in its judgment the establishment
of reserves will not prevent Star Gas Partners from distributing the
minimum quarterly distribution on all common units and any common unit
arrearages thereon for the next four quarters; and,     

provided further, that disbursements made by Star Gas Partners and
its subsidiaries or cash reserves established, increased or reduced
after the end of that quarter but on or before the date of
determination of Available Cash for that quarter shall be deemed to
have been made, established, increased or reduced, for purposes of
determining Available Cash, within that quarter if the general partner
so determines.     

194

Capital Account: The capital account maintained for a partner under the
amended and restated partnership agreement. The Capital Account for a common
unit, a subordinated unit, a junior subordinated unit, a general partner unit
or any other specified interest in Star Gas Partners shall be the amount which
that Capital Account would be if that common unit, subordinated unit, junior
subordinated unit, general partner unit or other interest in Star Gas Partners
were the only interest in Star Gas Partners held by a partner.     

Capital Surplus: All Available Cash distributed by Star Gas Partners from any
source will be treated as distributed from Operating Surplus until the sum of
all Available Cash distributed since the commencement of Star Gas Partners
equals the Operating Surplus as of the end of the quarter before that
distribution. Any excess Available Cash will be deemed to be Capital Surplus.

Closing Price: The last sale price on a day, regular way, or in case no sale
takes place on that day, the average of the closing bid and asked prices on
that day, regular way. In either case, as reported in the principal
consolidated transaction reporting system for securities listed or admitted to
trading on the principal national securities exchange on which the units of
that class are listed or admitted to trading. If the units of that class are
not listed or admitted to trading on any national securities exchange, the last
quoted price on that day. If no quoted price exists, the average of the high
bid and low asked prices on that day in the over-the-counter market, as
reported by the Nasdaq Stock Market or any other system then in use. If on any
day the units of that class are not quoted by any organization of that type,
the average of the closing bid and asked prices on that day as furnished by a
professional market maker making a market in the units of the class selected by
the board of directors of the general partner. If on that day no market maker
is making a market in the units of that class, the fair value of such units on
that day as determined reasonably and in good faith by the board of directors
of the general partner.     

Current Market Price: With respect to any class of units listed or admitted
to trading on any national securities exchange as of any date, the average of
the daily Closing Prices for the 20 consecutive trading days immediately prior
to such date.     

Interim Capital Transactions:

(a) borrowings, refinancings or refundings of indebtedness and sales of
debt securities (other than Working Capital Borrowings and other than for
items purchased on open account in the ordinary course of business) by any
member of Star Gas Partners and its subsidiaries;     

(b) sales of equity interests (including common units sold to the
underwriters in the exercise of their over-allotment option) by any member
of Star Gas Partners and its subsidiaries; and     

(c) sales or other voluntary or involuntary dispositions of any assets of
any member of Star Gas Partners and its subsidiaries (other than sales or
other dispositions of inventory in the ordinary course of business, sales
or other dispositions of other current assets, including, without
limitation, receivables and accounts, in the ordinary course of business
and sales or other dispositions of assets as a part of normal retirements
or replacements), in each case before the dissolution and liquidation of
Star Gas Partners.     

195

Operating Expenditures: All expenditures of Star Gas Partners and its
subsidiaries including taxes, reimbursements of the general partner, debt
service payments, and capital expenditures, subject to the following:     

(a) Payments (including prepayments) of principal and premium on a debt
shall not be an Operating Expenditure if the payment is;     

(1) required for the sale or other disposition of assets or     

(2) made for the refinancing or refunding of indebtedness with the
proceeds from new indebtedness or from the sale of equity interests.
For purposes of the foregoing, at the election and in the reasonable
discretion of the general partner, any payment of principal or premium
shall be deemed to be refunded or refinanced by any indebtedness
incurred or to be incurred by Star Gas Partners and its subsidiaries
within 180 days before or after that payment to the extent of the
principal amount of that indebtedness.     

(b) Operating Expenditures shall not include;     

(1) capital expenditures made for acquisitions or for capital
improvements (as opposed to capital expenditures made to maintain
assets);     

(2) payment of transaction expenses relating to Interim Capital
Transactions;     

(3) payment of transaction expenses related to the merger and the
transactions contemplated by the merger; or     

(4) distributions to partners. Where capital expenditures are made in
part for acquisitions or capital improvements and in part for other
purposes, the general partner's good faith allocation between the
amounts paid for each shall be conclusive.     

Operating Surplus: As to any period before liquidation:     

(a) the sum of:     

(1) $16.7 million plus all cash of Star Gas Partners and its
subsidiaries on hand as of the close of business on the closing date of
the initial public offering;     

(2) all the cash receipts of Star Gas Partners and its subsidiaries
for the period beginning on the closing date of the initial public
offering and ending with the last day of that period, other than cash
receipts from Interim Capital Transactions (except to the extent
specified in the amended and restated partnership agreement; and     

(3) all cash receipts of Star Gas Partners and its subsidiaries after
the end of that period but on or before the date of determination of
Operating Surplus for the period resulting from borrowings for working
capital purposes; less     

(b) the sum of:     

(1) Operating Expenditures for the period beginning on the date of
the closing of the initial public offering and ending with the last day
of that period; and     

(2) the amount of cash reserves that is necessary or advisable in the
reasonable discretion of the general partner to provide funds for
future Operating Expenditures; provided, however, that disbursements
made (including contributions to Star Gas Partners or any of its
subsidiaries or disbursements on behalf of Star Gas Partners or any of
its     

196

subsidiaries) or cash reserves established, increased or reduced after
the end of that period but on or before the date of determination of
Available Cash for that period shall be deemed to have been made,
established, increased or reduced, for purposes of determining
Operating Surplus, within that period if the general partner so
determines.     

Notwithstanding the foregoing, "Operating Surplus" for the quarter in which the
liquidation date occurs and any later quarter shall equal zero.     

Subordination Period: The subordination period will extend from the date of
the closing of the initial public offering until the first to occur of the
following:     

(a) the first day of any quarter beginning on or after October 1, 2002
for which;     

(1) distributions of Available Cash from Operating Surplus on each of
the outstanding common units, senior subordinated units, junior
subordinated units and general partner units equaled or exceeded the
sum of the minimum quarterly distribution on all of the outstanding
common units and junior subordinated units for each of the three non-
overlapping four-quarter periods immediately preceding that date;     

(2) the Adjusted Operating Surplus, generated during each of the
three immediately preceding, non-overlapping four quarter periods
equaled or exceeded the sum of minimum quarterly distribution on all of
the common units, senior subordinated units, junior subordinated units
and general partner units that were outstanding during those periods on
a fully diluted basis for employee options or other employee incentive
compensation (i.e., taking into account for purposes of that
determination all outstanding common units, senior subordinated units,
junior subordinated units and general partner units and all common
units issuable upon exercise of employee options that have, as of the
date of determination, already vested or are scheduled to vest before
the end of the quarter immediately following the quarter for which
determination is made, and all units that have, as of the date of
determination, been earned by but not yet issued to management of Star
Gas Partners for incentive compensation); and     

(3) there are no arrearages in payment of the minimum quarterly
distribution on the common units.     

(b) the date on which the general partner is removed as general partner
of Star Gas Partners upon the requisite vote by limited partners under
circumstances where cause does not exist; provided, however, that if the
general partner is removed during the subordination period within 12 months
after the end of a six-quarter period in which the minimum quarterly
distribution was not made on the common units for more than one of those
quarters (excluding for this purpose the payment of any common unit
arrearages) and the first quarter of that six-quarter period that the
minimum quarterly distribution on common units was not made occurs after
March 31, 2001, then the subordination period will not end. In the event
that the general partner is removed under the circumstances described
above, the junior subordinated units shall convert into senior subordinated
units on a one-for-one basis and the distribution rights on the general
partner units will rank equally with the senior subordinated units.     

197

Working Capital Borrowings: Borrowings under to a facility or other
arrangement requiring all of its borrowings to be reduced to a relatively small
amount each year for an economically meaningful period of time. Borrowings that
are not intended exclusively for working capital purposes shall not be treated
as Working Capital Borrowings.     

198

APPENDIX A

No transfer of the Units evidenced hereby will be registered on the books of
the Partnership unless the Certificate evidencing the Units to be transferred
is surrendered for registration or transfer and an Application for Transfer of
Units has been executed by a transferee either (a) on the form set forth below
or (b) on a separate application that the Partnership will furnish on request
without charge. A transferor of the Units shall have no duty to the transferee
with respect to execution of the transfer application in order for such
transferee to obtain registration of the transfer of the Units.

APPLICATION FOR TRANSFER OF UNITS

The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Units evidenced hereby.

The Assignee (a) requests admission as a Substituted Limited Partner
(evidenced by a credit to the account of the undersigned at The Depository
Trust Company in the name of its nominee, Cede & Co.) and agrees to comply with
and be bound by, and hereby executes, the Agreement of Limited Partnership of
Star Gas Partners, L.P. (the "Partnership"), as amended, supplemented or
restated to the date hereof (the "Partnership Agreement") (b) represents and
warrants that the Assignee has all right, power and authority and, if an
individual, the capacity necessary to enter into the Partnership Agreement, (c)
appoints the General Partner and, if a Liquidator shall be appointed, the
Liquidator of the Partnership as the Assignee's attorney-in fact to execute,
swear to, acknowledge and file any document, including, without limitation, the
Partnership Agreement and any amendment thereto and the Certificate of Limited
Partnership of the Partnership and any amendment thereto, necessary or
appropriate for the Assignee's admission as a Substituted Limited Partner and
as a party to the Partnership Agreement, (d) gives the powers of attorney
provided for in the Partnership Agreement and (e) makes the waivers and gives
the consents and approvals contained in the Partnership Agreement. Capitalized
terms not defined herein have the meanings assigned to such terms in the
Partnership Agreement.

Date: ___________________________

- -------------------------------------
Signature of Assignee

- -------------------------------------
Social Security or other identifying number of Assignee

- -------------------------------------
- -------------------------------------
- -------------------------------------

App-1

Name and Address of Assignee

- -------------------------------------
Purchase Price including commissions, if any

Type of Entity (check one):

[_] Individual
[_] Trust

[_] Partnership
[_] Other (specify) _______________________________________________
[_] Corporation

Nationality (check one):

[_] U.S. Citizen, Resident or Domestic Entity
[_] Foreign Corporation
[_] Non-resident Alien

If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers of
property if a holder of an interest in the Partnership is a foreign person. To
inform the Partnership that no withholding is required with respect to the
undersigned interestholder's interest in it, the undersigned hereby certifies
the following (or, if applicable, certifies the following on behalf of the
interestholder).

Complete Either A or B:

A. Individual Interestholder

1. I am not a non-resident alien for purposes of U.S. income
taxation.

2. My U.S. taxpayer identification number (Social Security Number)
is _____________________________________________________________________

3. My home address is ________________________________________________

B. Partnership, Corporation or Other Interestholder

1.     (Name of Interestholder)     is not a foreign corporation,
foreign partnership, foreign trust or foreign estate (as those terms
are defined in the Code and Treasury Regulations).

2. The interestholder's U.S. employer identification number is _______

3. The interestholder's office address and place of incorporation (if
applicable) is _________________________________________________________

App-2

The interestholder agrees to notify the Partnership within sixty (60) days of
the date the interestholder becomes a foreign person.

The interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.

Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this
document on behalf of

(Name of Interestholder)----------------------

Signature and Date----------------------------

Title (if applicable)-------------------------

Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the above
certification as to any person for whom the Assignee will hold the Units shall
be made to the best of the Assignee's knowledge.

App-3

Annex A

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

PETROLEUM HEAT AND POWER CO., INC.
STAR GAS PARTNERS L.P.
PETRO/MERGECO, INC.

AND

STAR GAS PROPANE, L.P.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

Page

ARTICLE I.
CERTAIN DEFINITIONS

1.1.  Certain Definitions.................................................    1

ARTICLE II.
THE MERGER; EFFECTS OF THE MERGER
2.1.  The Merger..........................................................   11
2.2.  Effective Date And Closing..........................................   12

ARTICLE III.
MERGER CONSIDERATION; EXCHANGE PROCEDURES
3.1.  Merger Consideration................................................   12
3.2.  Rights As Stockholders; Stock Transfers.............................   13
3.3.  Fractional Shares...................................................   13
3.4.  Exchange Procedures.................................................   14
3.5.  Anti-Dilution Provisions............................................   16
3.6.  Shares of Dissenting Common Holders.................................   16
3.7.  Options.............................................................   16

ARTICLE IV.
ACTIONS PENDING MERGER
4.1.  Ordinary Course.....................................................   17
4.2.  Capital Stock.......................................................   17
4.3.  Dividends, Distributions............................................   17
4.4.  Compensation; Employment Agreements.................................   18
4.5.  Benefit Plans.......................................................   18
4.6.  Acquisitions And Dispositions.......................................   18
4.7.  Amendments..........................................................   19
4.8.  Accounting Methods..................................................   19
4.9.  Insurance...........................................................   19
4.10. Notification........................................................   19
4.11. Taxes...............................................................   19
4.12. Debt, Capital Expenditures and the Like.............................   19
4.13. No Dissolution......................................................   19
4.14. Adverse Actions.....................................................   20
4.15. Agreements..........................................................   20

ARTICLE V.
REPRESENTATIONS AND WARRANT
5.1.  Disclosure Schedule.................................................   20
5.2.  Standard............................................................   20
5.3.  Representations And Warranties......................................   20

ARTICLE VI.
COVENANTS
6.1.  Best Efforts........................................................   31
6.2.  Equityholder Approvals..............................................   31
6.3.  Registration Statements.............................................   32
6.4.  Modification of Petro Indentures and Preferred Stock................   33

i

6.5.   Press Releases.....................................................   34
6.6.   Access; Information................................................   34
6.7.   Acquisition Proposals..............................................   35
6.8.   Affiliate Arrangements.............................................   35
6.9.   Takeover Laws......................................................   36
6.10.  No Rights Triggered................................................   36
6.11.  Senior Subordinated Units Listed...................................   36
6.12.  Third Party Approvals..............................................   36
6.13.  Indemnification; Directors' and Officers' Insurance................   37
6.14.  Benefit Plans......................................................   39
6.15.  Notification Of Certain Matters....................................   40
6.16.  New Director for Star Gas LLC......................................   40

ARTICLE VII.
CONDITIONS TO CONSUMMATION OF THE MERGER
7.1.   Shareholder Vote...................................................   40
7.2.   Governmental Approvals.............................................   40
7.3.   No Injunction......................................................   40
7.4.   Representations, Warranties And Covenants Of Star Partners.........   41
7.5.   Representations, Warranties And Covenants Of Petro.................   41
7.6.   Effective Merger Registration Statement............................   41
7.7.   Opinion............................................................   42
7.8.   Opinion of Petro's Counsel.........................................   42
7.9.   NYSE Listing.......................................................   43
7.10.  Affiliate Arrangements.............................................   43
7.11.  Fairness Opinion...................................................   43
7.12.  Public Offerings...................................................   43
7.13.  Refinancing Conditions.............................................   43
7.14.  Dissenters' Rights.................................................   45
7.15.  Covenant Not to Compete............................................   45
7.16.  Working Capital Loan...............................................   45
7.17.  Debt Offering......................................................   45
7.18.  Restructuring Transactions.........................................   45
7.19.  Special Committee..................................................   45
7.20.  Custody Agreement..................................................   45

ARTICLE VIII.
TERMINATION
8.1.   Termination........................................................   45
8.2... Effect Of Termination And Abandonment..............................   46

ARTICLE IX
MISCELLANEOUS
9.1.   Survival...........................................................   47
9.2.   Waiver; Amendment..................................................   47
9.3.   Counterparts.......................................................   47
9.4.   Governing Law......................................................   47
9.5.   Expenses...........................................................   47
9.6.   Confidentiality....................................................   47
9.7.   Notices............................................................   47
9.8.   Entire Understanding; No Third Party Beneficiaries.................   48
9.9.   Headings...........................................................   49

ii

EXHIBITS

Exhibit A Amended and Restated Partnership Agreement
Exhibit B Amended and Restated Operating Partnership Agreement
Exhibit C Petro Conveyance Agreement
Exhibit D Star LLC Conveyance Agreement
Exhibit E Covenant Not To Compete of Irik P. Sevin

iii

DISCLOSURE SCHEDULES

(S) 4.2            (Petro only) Capital stock; issuance of additional shares
(S) 4.4            (Petro only) Compensation; Employment Agreements
(S) 4.6            (Petro only) Acquisition and Dispositions
(S) 4.12           (Petro only) 1998 Capital Budget
Shares; Shares/Units reserved for issuance;
(S) 5.3 (b)                     stock options
(S) 5.3 (c)                     Subsidiaries
(S) 5.3 (f)                     No defaults
(S) 5.3 (h)                     Litigation
Compliance with laws (exception for no
(S) 5.3 (i)                     Material Adverse Effect)
(S) 5.3 (l) (i)                 Compensation and Benefit Plans
Disclosures concerning pension plans, multi-
(S) 5.3 (l) (iv)                employer plans
Excess of benefit liabilities over current
(S) 5.3 (l) (vi)                value of assets
(S) 5.3 (l) (viii)              Golden parachutes, etc.
(S) 5.3 (m)                     Collective bargaining agreement
(S) 5.3 (p)                     Regulatory approval
(S) 5.3 (t)                     Intellectual property

iv

AGREEMENT AND PLAN OF MERGER, dated as of October 22, 1998 (this
"Agreement"), by and among PETROLEUM HEAT AND POWER CO., INC., a Minnesota
corporation ("Petro"), STAR GAS PARTNERS, L.P., a Delaware limited partnership
("Star Partners"), STAR GAS PROPANE, L.P., a Delaware limited partnership
("Star Propane"), and PETRO/MERGECO, INC., a Minnesota corporation ("Mergeco")
and an indirect, wholly owned subsidiary of Star Partners.

WITNESSETH:

WHEREAS, the Board of Directors of Petro and the Board of Directors of Star
Gas Corporation, the general partner of Star Partners and Star Propane, upon
the recommendation of the Special Committee of the Board of Directors of the
General Partner, have determined that it is in the best interests of their
respective companies and their equity holders to consummate the business
combination provided for herein pursuant to which Mergeco will, subject to the
terms and conditions set forth herein, merge (the "Merger") with and into
Petro, with Petro surviving as an indirect, wholly owned subsidiary of Star
Partners;

WHEREAS, on or prior to the date hereof, the Tax Free Group (as defined
herein) and Star Partners have executed the Exchange Agreement (as defined
herein);

WHEREAS, the parties desire to make certain representations, warranties and
agreements in connection with the Merger and also to prescribe certain
conditions to the Merger;

NOW, THEREFORE, in consideration of the mutual covenants, representations,
warranties and agreements contained herein, and intending to be legally bound
hereby, the parties agree as follows:

ARTICLE I.
CERTAIN DEFINITIONS

1.1. Certain Definitions. As used in this Agreement, the following terms
shall have the meanings set forth below:

"Affiliate" shall have the meaning set forth in Section 6.8(a).

"Agreement" shall have the meaning set forth in the introductory paragraph to
this Agreement.

"Amended and Restated Operating Partnership Agreement" shall mean the Amended
and Restated Operating Partnership Agreement substantially in the form attached
hereto as Exhibit B.

"Amended and Restated Partnership Agreement" shall mean the Amended and
Restated Partnership Agreement substantially in the form attached hereto as
Exhibit A.

"Articles of Merger" shall have the meaning set forth in Section 2.1(b).

"Certificate of Merger" shall have the meaning set forth in Section 2.1(b).

"Certificates" shall have the meaning set forth in Section 3.4(b).

A-1

"Closing" shall have the meaning set forth in Section 2.2.

"Closing Date" shall have the meaning set forth in Section 2.2.

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

"Common Units" shall mean the common units representing limited partner
interests of Star Partners having the rights and obligations specified with
respect to Common Units in the Amended and Restated Partnership Agreement.

"Compensation and Benefit Plans" shall have the meaning set forth in Section
5.3(1).

"Cost of Capital" shall mean the sum of (a) the number of Common Units and
Subordinated Units issued in the Equity Offering (excluding any Common Units or
Subordinated Units issued pursuant to the exercise of an over-allotment option)
multiplied by $2.30 and (b) the principal amount of debt issued in the Debt
Offering multiplied by the interest rate on such debt.

"Custody Agreement" shall mean the Custody Agreement among the members of the
Tax Free Group and American Stock Transfer and Trust substantially in the form
annexed to the Exchange Agreement.

"Dain Rauscher Wessels" shall mean Dain Rauscher Wessels, a division of Dain
Rauscher Incorporated.

"Debt Offering" shall mean a public offering by a wholly owned subsidiary of
Star Propane of nonconvertible debt securities with gross proceeds of not more
than $120 million with total underwriting discounts and commissions not to
exceed 3% of the aggregate principal amount offered to the public, the proceeds
of which shall be used to refinance a portion of the Public Debt.

"Debt Registration Statement" shall have the meaning set forth in Section
6.3(a).

"Designated Percentage" shall mean a percentage of between 0% and 100%
recommended by the Chief Financial Officer of Petro and approved by the Special
Committee, not more than 10 business days and not less than two business days
before the Closing Date.

"DGCL" shall mean the Delaware General Corporation Law.

"Disclosure Schedule" shall have the meaning set forth in Section 5.1.

"Dissenting Common Holders" shall mean Petro shareholders who comply with all
provisions of the MBCA concerning their right to object to and dissent from the
Merger and demand "fair value" for their shares.

"Effective Time" shall have the meaning set forth in Section 2.1(b).

"Environmental Laws" shall mean all applicable local, state and federal
environmental, health and safety laws and regulations, including, without
limitation, the Resource Conservation and Recovery Act, the Comprehensive
Environmental Response, Compensation, and Liability Act, the

A-2

Clean Water Act, the Federal Clean Air Act, and the Occupational Safety and
Health Act, each as amended, regulations promulgated thereunder, and state
counterparts.

"Equity Registration Statement" shall have the meaning set forth in Section
6.3(a).

"Equity Offering" shall mean a public offering by Star Partners of Common
Units or Senior Subordinated Units with gross proceeds of not less than $110
million and not more than $140 million, as determined by Petro (excluding any
proceeds received from the exercise of the underwriters' over-allotment option,
which will not exceed 15% of the number of Common Units or Senior Subordinated
Units initially issued in the public offering), with total underwriting
discounts and commissions not to exceed 5% of the aggregate price to the
public.

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

"ERISA Affiliate" shall have the meaning set forth in Section 5.3(1)(iv).

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended,
and the rules and regulations thereunder.

"Exchange Agent" shall mean American Stock Transfer & Trust Company or such
other entity as may be selected by Star Partners subject to the reasonable
approval of Petro.

"Exchange Agreement" shall mean the Exchange Agreement among the members of
the Tax Free Group and Star Partners dated as of October 17, 1998.

"Exchange Fund" shall have the meaning set forth in Section 3.4(a).

"General Partner" shall mean Star Gas Corporation, a Delaware corporation,
and its successors and permitted assigns as general partner of Star Partners
and Star Propane.

"General Partner Units" shall mean the general partner units representing a
general partner interest in Star Partners having the rights and obligations
specified with respect to General Partner Units in the Amended and Restated
Partnership Agreement.

"HSRA" shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, and the rules and regulations thereunder.

"Indemnified Party" shall have the meaning set forth in Section 6.13(a).

"Joint Proxy Statement" shall have the meaning set forth in Section 6.3(a).

"Junior Preferred Stock" shall mean Petro's 1998 Junior Convertible Preferred
Stock.

"Junior Subordinated Units" shall mean the junior subordinated units
representing limited partner interests of Star Partners having the rights and
obligations specified with respect to Junior Subordinated Units in the Amended
and Restated Partnership Agreement.

"Lien" shall mean any charge, mortgage, pledge, security interest,
restriction, claim, lien, or encumbrance.

A-3

"MBCA" shall mean the Minnesota Business Corporation Act.

"Material Adverse Effect" shall mean, with respect to either Petro or Star
Partners, any effect that (i) is material and adverse to the financial
position, results of operations, business or prospects of Petro and its
Subsidiaries taken as a whole, or Star Partners and its Subsidiaries taken as a
whole, respectively, or (ii) would materially impair the ability of Petro or
Star Partners, respectively, to perform its obligations under this Agreement or
otherwise materially threaten or materially impede the consummation of the
Merger and the other transactions contemplated by this Agreement; provided,
however, that Material Adverse Effect shall not be deemed to include the impact
of (a) actions or omissions of Petro or Star Partners taken with the prior
written consent of Petro or the Special Committee, as applicable, in connection
with the transactions contemplated hereby (as long as the material facts known
to the requesting party concerning such actions or omissions were disclosed to
the consenting party at the time it gave its consent), (b) circumstances
affecting home heating oil companies or propane companies generally, and (c)
the effects of the Merger and compliance by either party with the provisions of
this Agreement on the business, financial condition or results of operations of
such party and its Subsidiaries, or the other party and its Subsidiaries, as
the case may be.

"Meeting" shall have the meaning set forth in Section 6.2.

"Merger" shall have the meaning set forth in the recitals to this Agreement
and in Section 2.1(a).

"Merger Consideration" shall have the meaning set forth in Sections 2.1(a)
and 3(1).

"Merger Registration Statement" shall have the meaning set forth in Section
6.3(a).

"Multiemployer Plans" shall have the meaning set forth in Section
5.3(1)(iii).

"New Certificates" shall have the meaning set forth in Section 3.4(a).

"Newco" shall mean Petro Holdings Inc., a Minnesota corporation and a wholly
owned subsidiary of Parentco."

"Non-Compliance Event" shall have the meaning set forth in Section
5(3)(i)(i).

"Non-Compliance Notification" shall have the meaning set forth in Section
5(3)(i)(iii).

"NYSE" shall mean the New York Stock Exchange.

"Old Subordinated Units" shall mean the subordinated units representing
limited partner interests of Star Partners having the rights and obligations
specified with respect to Subordinated Units in the Partnership Agreement.

"Operating Partnership Agreement" shall mean the Agreement of Limited
Partnership of Star Propane, as in effect immediately prior to the Effective
Time.

"Operating Partnership Agreement Amendments" shall mean the amendments to the
Operating Partnership Agreement effected in the Amended and Restated Operating
Partnership Agreement.

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"Parentco" shall mean Star/Petro, Inc., a Minnesota corporation and a wholly
owned subsidiary of the Star Propane.

"Partnership Agreement" shall mean the Agreement of Limited Partnership of
Star Partners, as in effect immediately prior to the Effective Time.

"Partnership Agreement Amendments" shall mean the amendments to the
Partnership Agreement effected in the Amended and Restated Partnership
Agreement.

"Pension Plan" shall have the meaning set forth in Section 5.3(1)(iii).

"Permitting Violation" shall have the meaning set forth in Section
5(3)(i)(ii).

"Person" or "person" shall mean any individual, bank, corporation,
partnership, limited liability company, association, joint-stock company,
business trust or unincorporated organization.

"Petro Class A Common Stock" means the Class A Common Stock, par value $.10
per share of Petro.

"Petro Class B Common Stock" means the Class B common Stock, par value $.10
per share of Petro.

"Petro Class C Common Stock" means the Class C Common Stock, par value $.10
per share of Petro.

"Petro Common Stock" shall mean shares of Petro Class A Common Stock and
Class C Common Stock without distinction as to class.

"Petro Conveyance Agreement" shall mean the Conveyance and Contribution
Agreement among Petro, Star Partners and Star Propane to be entered into as of
the Closing Date substantially in the form of Exhibit C.

"Petro Directors" shall mean the members of the Board of Directors of Petro.

"Petro's Disclosure Schedule" shall mean the Disclosure Schedule delivered by
Petro pursuant to Section 5.1.

"Petro Insiders" shall mean Irik P. Sevin, Audrey L. Sevin, Phillip Ean
Cohen, Thomas J. Edelman, Richard O'Connell, Brentwood Corp., Gabes S.A.,
Minneford Corp., Fernando Montero, M.M. Warburg & Co., Hanseatic Corp.,
Hanseatic Americas LDC, Barcel Corp., Hubertus Langen, Tortosa GmbH, Paul
Biddelman and United Capital Corp.

"Petro Meeting" shall have the meaning set forth in Section 6.2.

"Petro Preferred Stock" shall mean collectively the Junior Preferred Stock,
the Private Preferred Stock and the Public Preferred Stock.

"Petro Stock Option" shall have the meaning set forth in Section 3.7.

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"Petro Stock Option Plans" shall have the meaning set forth in Section 3.7.

"Plans" shall have the meaning set forth in Section 5(3)(l)(iii).

"Previously Disclosed" by a party shall mean information set forth in its
Disclosure Schedule.

"Private Debt" means Petro's 11.85% Senior Notes due October 1, 2002, Petro's
12.17% Senior Notes due October 1, 2002 and Petro's 12.18% Senior Notes due
October 1, 2002.

"Private Preferred Stock" shall mean Petro's 1989 Preferred Stock due 1999.

"Public Debt" means Petro's 10 1/8% Subordinated Notes due 2003, Petro's 9
3/8% Subordinated Debentures due 2006 and Petro's 12 1/4% Subordinated
Debentures due 2005.

"Public Preferred Stock" means Petro's 12 7/8% Series B and Series C
Exchangeable Preferred Stock due 2009.

"Registration Statements" shall have the meaning set forth in Section 6.3.

"Regulatory Authorities" shall have the meaning set forth in Section
5.3(h)(ii).

"Restructuring Transactions" shall mean the following, collectively:

1. the sale of the Designated Percentage of certain assets (the
"Transferred Assets") by Petro or Subsidiaries of Petro to Star Propane in
exchange for a note (the "Bridge Note"), as contemplated by the Petro
Conveyance Agreement;

2.  the sale by the General Partner of its general partnership interests
in Star Partners and Star Propane and its subordinated limited partnership
interests and common limited partnership interests in Star Partners to
Petro for a note in the principal amount of $41,146,000;

3. the contribution by Petro of (i) all of its general partner interest
in Star Propane (other than a portion of such interest with a value of
approximately $1,000) to Star Partners in exchange for 54,316 newly issued
Senior Subordinated Units and (ii) all of its general partner interest in
Star Partners (other than a portion of such interest with a value of
approximately $1,000) to Star Partners in exchange for 54,316 newly issued
Senior Subordinated Units) as contemplated by the Petro Conveyance
Agreement;

4. the conversion of all of Petro's Old Subordinated Units into 1,992,673
newly issued Senior Subordinated Units and 42,046 newly issued Common
Units;

5. the contribution by certain Petro Insiders of 1,753,546 shares of
Class A Common Stock Class C Common Stock (the "Insider Stock") to a newly
formed Delaware limited liability company ("Star Gas LLC") in exchange for
all the member interests in Star Gas LLC as contemplated in the Exchange
Agreement, the formation certificate and operating agreement to be subject
in form and substance to the approval of the Special Committee;

6. the contribution by Star Gas LLC of 9,244 of its Class A Common Stock
to Star Propane in exchange for a .01% general partner interest in Star
Propane as contemplated by the Star LLC Conveyance Agreement;

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7. the contribution by Star Gas LLC of 1,744,302 of its Class A and Class
C Common Stock to Star Partners in exchange for a 1.99% general partner
interest in Star Partners as contemplated by the Star LLC Conveyance
Agreement;

8. the contribution by certain members of the Tax Free Group of 8,733,735
their Class A and Class C Common Stock to Star Partners in exchange for
577,205 Junior Subordinated Units and 666,994 Senior Subordinated Units, as
contemplated in the Exchange Agreement;

9. the contribution by Star Partners of the Petro Common Stock owned by
it to Star Propane;

10. the contribution by Star Propane to Parentco of the Transferred
Assets, the stock of Petro and the stock of Stellar Propane Corp. in
exchange for all the capital stock of Parentco and the assumption by
Parentco of $85 million of Star Propane's 8.04% First Mortgage Notes and
$11 million of Star Propane's 7.17% First Mortgage Notes.

11. the contribution by Parentco of the Petro Common Stock and the
Transferred Assets owned by it to Newco free of any liability with respect
to the outstanding First Mortgage Notes of Star Partners; and

12. the contribution by Newco of the Petro Common Stock owned by it to
Mergeco.

"Rights" shall mean, with respect to any person, securities or obligations
convertible into or exchangeable for, or giving any person any right to
subscribe for or acquire, or any options, calls or commitments relating to,
equity securities of such person.

"SEC" shall mean the Securities and Exchange Commission.

"SEC Documents" shall have the meaning set forth in Section 5.3(g).

"Securities Act" shall mean the Securities Act of 1933, as amended, and the
rules and regulations thereunder.

"Senior Subordinated Units" shall mean the senior subordinated units
representing limited partner interests of Star Partners having the rights and
obligations specified with respect to Senior Subordinated Units in the Amended
and Restated Partnership Agreement.

"Significant Subsidiaries" shall have the meaning ascribed to such term in
Section 1-01(w) of Regulation S-X under the Securities Act.

"Special Committee" means the special committee of the Board of Directors of
the General Partner consisting of William Nicoletti and Elizabeth Lanier.

"Star Gas LLC" shall mean Star Gas LLC, a newly-created Delaware limited
liability company that will succeed Star Gas Corporation as the general partner
of the partnership.

"Star LLC Conveyance Agreement" shall mean the Conveyance and Contribution
Agreement among Star Gas LLC, Star Propane and Star Partners to be entered into
as of the Closing Date substantially in the form of Exhibit D.

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"Star Partners" shall have the meaning set forth in the introductory
paragraph to this Agreement.

"Star Partners' Disclosure Schedule" shall mean the Disclosure Schedule
delivered by Star Partners pursuant to Section 5.1.

"Star Partners Meeting" shall have the meaning set forth in Section 6.2.

"Star Propane" shall have the meaning set forth in the introductory paragraph
to this Agreement.

"Star Propane Debt Conditions" shall mean the Holders of Star Propane's 8.04%
First Mortgage Notes due 2009 and Star Propane's outstanding bank credit
facilities shall have consented to the execution, delivery and performance of
this Agreement by Star Propane or shall have entered into amendments permitting
the execution, delivery and performance of this Agreement by Star Propane
without violation of the terms of such indebtedness and without a requirement
that such indebtedness be repurchased (or an offer be made to purchase such
indebtedness).

"Subsidiary" shall have the meaning ascribed to such term in Rule 1-02 of
Regulation S-X under the Securities Act.

"Surviving Corporation" shall have the meaning set forth in Section 2.1(a).

"Takeover Law" means any "fair price", "moratorium", "control share
acquisition" or any other anti-takeover statute or similar statute enacted
under state or federal law.

"Takeover Proposal" shall mean, with respect to Petro, any tender or exchange
offer, proposal for a merger, consolidation or other business combination
involving Petro or any of its Subsidiaries or any proposal or offer to acquire
in any manner a substantial equity interest in, or a substantial portion of the
assets of, Petro or any of its Subsidiaries other than the transactions
contemplated or permitted by this Agreement.

"Tax Returns" shall have the meaning set forth in Section 5.3(o).

"Taxes" shall mean all taxes, charges, fees, levies or other assessments,
including, without limitation, all net income, gross income, gross receipts,
sales, use, ad valorem, goods and services, capital, transfer, franchise,
profits, license, withholding, payroll, employment, employer health, excise,
estimated, severance, stamp, occupation, property or other taxes, custom
duties, fees, assessments or charges of any kind whatsoever, together with any
interest and any penalties, additions to tax or additional amounts imposed by
any taxing authority.

"Treasury Shares" shall mean shares of Petro Common Stock owned by Petro at
the Effective Time.

"Working Capital" when applied to Petro, shall mean Petro's current assets
minus current liabilities determined in accordance with generally accepted
accounting principles applied on a consistent basis provided that (i)
restricted cash shall be excluded from current assets to the extent such
restricted cash remains restricted immediately following the Effective Time and
relates to

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indebtedness due in more than one year, (ii) draws under Petro's bank working
capital facility shall be included in current liabilities, (iii) the current
maturities of all other Petro long-term indebtedness and preferred stock shall
be excluded from current liabilities, and (iv) expenses of the type described
in Section 7.13(d) shall be included as a current liability to the extent not
financed in the Debt Offering or the Equity Offering.

ARTICLE II.ARTICLE II.
THE MERGER; EFFECTS OF THE MERGER

2.1. The Merger.

(a) The Surviving Corporation. Subject to the terms and conditions of this
Agreement, at the Effective Time, Mergeco shall merge with and into Petro (the
"Merger"), the separate corporate existence of Mergeco shall cease and Petro
shall survive and continue to exist as a Minnesota corporation (Petro, as the
surviving corporation in the Merger, sometimes being referred to herein as the
"Surviving Corporation"). Star Partners, with the consent of the Special
Committee, may at any time change the method of effecting the Merger
(including, without limitation, the provisions of this Article II) if and to
the extent it deems such change to be desirable; provided, however, that no
such change shall (A) alter or change the amount or kind of consideration to be
issued to holders of Petro Common Stock or Petro Preferred Stock as provided
for in this Agreement (the "Merger Consideration"), (B) adversely affect the
tax treatment of Petro's stockholders as a result of receiving the Merger
Consideration or (C) materially impede or delay consummation of the
transactions contemplated by this Agreement.

(b) Effectiveness And Effects Of The Merger. Subject to the satisfaction or
waiver of the conditions set forth in Article VII in accordance with this
Agreement, the Merger shall become effective upon the later to occur of (i) the
filing in the office of the Secretary of State of Delaware of a properly
executed certificate of merger (the "Certificate of Merger") and (ii) the
filing with the Department of State of Minnesota of properly executed articles
of merger (the "Articles of Merger"), or such later date and time as may be set
forth in the Certificate of Merger and the Articles of Merger (the "Effective
Time"), in accordance with the DGCL and the MBCA. The Merger shall have the
effects prescribed in DGCL and the MBCA.

(c) Certificate Of Incorporation And By-Laws. The certificate of
incorporation and by-laws of Petro in effect immediately prior to the Effective
Time shall be the certificate of incorporation and bylaws of the Surviving
Corporation, until duly amended in accordance with applicable law.

(d) Directors of the Surviving Corporation. The directors of Petro who are
also employees of Petro immediately prior to the Effective time shall be the
directors of the Surviving Corporation as of the Effective Time.

(e) Officers of the Surviving Corporation. The officers of Petro immediately
prior to the Effective Time shall be the officers of the Surviving Corporation
as of the Effective Time.

2.2. Effective Date And Closing. Subject to the satisfaction or waiver of the
conditions as set forth in Article VII in accordance with this Agreement, the
closing of the Merger and the other

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transactions contemplated hereby (the "Closing") shall occur on (a) the third
business day to occur after the day on which the last of the conditions set
forth in Article VII shall have been satisfied or waived in accordance with the
terms of this Agreement provided that such date shall not be earlier than
February 15, 1999 or (b) such other date to which the parties may agree in
writing. The date on which the Closing occurs is referred to as the "Closing
Date." The Closing of the transactions contemplated by this Agreement shall
take place at the offices of Phillips Nizer Benjamin Krim & Ballon LLP, 666
Fifth Avenue, New York, New York 10103 at 10:00 a.m. New York City time on the
Closing Date.

ARTICLE III.
MERGER CONSIDERATION; EXCHANGE PROCEDURES

3.1. Merger Consideration. Subject to the provisions of this Agreement, at
the Effective Time, by virtue of the Merger and without any action on the part
of any holder of capital stock of any party:

(a) Each share of the common stock, par value $.01 per share, of Mergeco
outstanding immediately prior to the Effective Time shall be converted into
and become one fully paid and nonassessable share of Common Stock, par
value $.10, of the Surviving Corporation.

(b) Each Treasury Share and each share of Petro Common Stock owned by
Mergeco shall cease to be outstanding and shall be canceled and retired
without payment of any consideration therefor, and no partnership interest
of Star Partners or other consideration shall be delivered in exchange
therefor.

(c) Each share of Petro Common Stock issued and outstanding immediately
prior to the Effective Time (other than Treasury Shares, shares held by
Mergeco, and shares of Dissenting Common Holders) shall be converted into
the right to receive .13064 fully paid and nonassessable Senior
Subordinated Units.

(d) Each share of Junior Preferred Stock issued and outstanding
immediately prior to the Effective Time shall be converted into the right
to receive .13064 fully paid and nonassessable Common Units.

(e) Each share of Public Preferred Stock issued and outstanding
immediately prior to the Effective Time shall be converted into the right
to receive $23 in cash plus accrued and unpaid dividends as of the
Effective Time.

(f) Each share of Petro's Class B Common Stock, $.10 par value,
outstanding immediately prior to the Effective Time, shall be unchanged and
shall remain outstanding with the same relative rights, preferences and
privileges which it had immediately prior to the Effective Time.

3.2. Rights As Stockholders; Stock Transfers. At the Effective Time, holders
of Petro Common Stock, Junior Preferred Stock and Public Preferred Stock shall
cease to be, and shall have no rights, as stockholders of Petro, other than to
receive (a) any dividend or other distribution with respect to such Petro
Common Stock, Junior Preferred Stock or Public Preferred Stock with a record

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date occurring prior to the Effective Time that may have been declared or made
by Petro on such shares of Petro Common Stock, Junior Preferred Stock or Public
Preferred Stock in accordance with the terms of this Agreement or prior to the
date hereof and which remain unpaid at the Effective Time and (b) the
consideration provided under this Article III. After the Effective Time, there
shall be no transfers on the stock transfer books of the shares of Petro Common
Stock or Petro Preferred Stock.

3.3. Fractional Shares. No certificates or scrip representing fractional
Common Units or Senior Subordinated Units shall be issued upon the surrender
for exchange of Certificates pursuant to this Article III, and, except as
provided in Section 3.2 and this Section 3.3, no dividend or other
distribution, stock split or interest shall relate to any such fractional
security, and such fractional interests shall not entitle the owner thereof to
vote or to any rights of a security holder of Star Partners. In lieu thereof,
each holder of shares of Petro Common Stock who would otherwise have been
entitled to a fraction of a Senior Subordinated Unit upon surrender of
Certificates for exchange pursuant to this Article III will be paid an amount
in cash (without interest) equal to the closing price of the Senior
Subordinated Units on the first day of trading thereof on the NYSE (as reported
in The Wall Street Journal or, if not reported therein, in another
authoritative source) multiplied by the fractional interest the holder would
otherwise be entitled to receive, and each holder of shares of Junior Preferred
Stock who would otherwise have been entitled to a fraction of a Common Unit
upon surrender of Certificates for exchange pursuant to this Article III will
be paid an amount in cash (without interest) equal to such fraction multiplied
by the average of the last sales prices of the Common Units on the New York
Stock Exchange Composite Transactions tape (as reported in The Wall Street
Journal or, if not reported therein, in another authoritative source) for the
five consecutive trading days ending immediately prior to the second trading
day prior to the Closing Date.

3.4. Exchange Procedures. (a) At or prior to the Effective Time, Star
Partners shall deposit, or shall cause to be deposited, with the Exchange
Agent, for the benefit of the holders of the Petro Common Stock and the Junior
Preferred Stock for exchange in accordance with this Article III (i)
certificates representing the Senior Subordinated Units and Common Units ("New
Certificates") issuable pursuant to Section 3.1 in exchange for outstanding
shares of Petro Common Stock and Junior Preferred Stock, (ii) the amount of
cash necessary to be distributed to the holders of Public Preferred Stock in
accordance with the foregoing sections of this Article III and (iii) an amount
of cash to be paid in lieu of fractional Senior Subordinated Units and Common
Units as provided herein (such cash and New Certificates, together with any
dividends or distributions with respect thereto (but without any interest
thereon), being hereinafter referred to as the "Exchange Fund").

(b) Promptly after the Effective Time, the Exchange Agent shall mail to each
holder of record of a certificate or certificates which, immediately prior to
the Effective Time, represented outstanding shares of Petro Common Stock and
Junior Preferred Stock (the "Certificates"), which holder's shares of Petro
Common Stock or Junior Preferred Stock were converted into the right to receive
Senior Subordinated Units or Common Units pursuant to Section 3.1 (i) a letter
of transmittal, which shall specify that delivery shall be effected and risk of
loss and title to the Certificates shall pass only upon delivery of the
Certificates to the Exchange Agent, and shall be in such form and have such
other provisions as Star Partners may reasonably specify and (ii) instructions
for use in effecting the

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surrender of the Certificates in exchange for certificates representing Senior
Subordinated Units and Common Units. Upon surrender of a Certificate for
cancellation to the Exchange Agent, together with such letter of transmittal,
duly executed, and any other required documents, the holder of such Certificate
shall be entitled to receive in exchange therefor a New Certificate
representing the number of whole Senior Subordinated Units or Common Units that
such holder has the right to receive pursuant to this Article III, and cash in
lieu of any fractional Senior Subordinated Units or Common Units, as
contemplated by Section 3.3, and the Certificate so surrendered shall forthwith
be canceled. In the event of a transfer of ownership of Petro Common Stock or
Junior Preferred Stock that is not registered in the transfer records of Petro,
a certificate representing the proper number of Senior Subordinated Units or
Common Units may be issued to a transferee only on the condition that the
Certificate formerly representing such shares of Petro Common Stock or Junior
Preferred Stock is presented to the Exchange Agent, properly endorsed, and
accompanied by all documents required to evidence and effect such transfer and
by evidence that any applicable stock transfer taxes have been paid or that no
such taxes are applicable. The Exchange Agent shall not be entitled to vote or
exercise any rights of ownership with respect to Senior Subordinated Units or
Common Units held by it from time to time hereunder, except that it shall
receive and hold all dividends or other distributions paid or distributed with
respect thereto for the account of persons entitled thereto.

(c) If any Certificate shall have been lost, stolen, mislaid or destroyed,
upon the making of an affidavit of that fact by the Person claiming such
Certificate to be lost, stolen, mislaid or destroyed, and if required by Star
Partners, the posting by such Person of a bond in such reasonable amount as
Star Partners may direct as indemnity against any claim that may be made
against it with respect to such Certificate, the Exchange Agent will issue in
exchange for such lost, stolen, mislaid or destroyed Certificate the
consideration deliverable in respect thereof as determined in accordance with
this Article III.

(d) Notwithstanding the foregoing, neither the Exchange Agent nor any party
hereto shall be liable to any former holder of Petro Common Stock or Junior
Preferred Stock for any amount properly delivered to a public official pursuant
to applicable abandoned property, escheat or similar laws.

(e) No distributions with respect to the Common Units or Senior Subordinated
Units declared or made after the Effective Time with a record date occurring
after the Effective Time shall be paid to the holder of any unsurrendered old
Certificate, and no cash payment in lieu of fractional Senior Subordinated
Units or Common Units shall be paid to any such holder pursuant to Section 3.3
until the holder thereof shall surrender such Certificates in accordance with
this Article III. After the surrender of certificates in accordance with this
Article III, and subject to the effect of applicable laws, there shall be paid
to the holder of Senior Subordinated Units or Common Units issued in exchange
therefor, without interest, (i) at the time of such surrender, the amount of
distributions with a record date after the Effective Time theretofore payable
with respect to such Senior Subordinated Units or Common Units and not paid,
less the amount of any withholding taxes which may be required thereon, and
(ii) at the appropriate payment date, the amount of distributions with a record
date after the Effective Time but prior to surrender and a payment date
subsequent to surrender payable with respect to such Senior Subordinated Units
or Common Units, less the amount of any withholding taxes which may be required
thereon.

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(f) Any portion of the Exchange Fund that remains unclaimed by the
stockholders of Petro for twelve months after the Closing shall be paid to Star
Partners. Any stockholders of Petro who have not theretofore complied with this
Article III shall thereafter look only to Star Partners for payment of the
Common Units or Senior Subordinated Units, cash in lieu of any fractional
Common Units or Senior Subordinated Units and unpaid distributions on the
Common Units and the Senior Subordinated Units deliverable in respect of each
share of Petro Common Stock and Junior Preferred Stock such stockholder holds
as determined pursuant to this Agreement, in each case, without any interest
thereon.

3.5. Anti-Dilution Provisions. In the event of any subdivisions,
reclassifications, recapitalizations, splits, combinations or dividends in the
form of equity interests with respect to the Common Units, and the Petro Common
Stock (in each case, as permitted pursuant to Section 4.3) the number of Senior
Subordinated Units and Common Units to be issued in the Merger and the average
closing sales prices of the Common Units determined in accordance with Section
3.3 will be correspondingly adjusted.

3.6. Shares of Dissenting Common Holders. Any issued and outstanding shares
of Petro Common Stock held by Dissenting Common Holders shall not be converted
as described in Section 3.1(c) but shall from and after the Effective Time
represent only the right to receive such consideration as may be determined to
be due to such Dissenting Common Holder pursuant to the MBCA; provided,
however, that shares of Petro Common Stock outstanding immediately prior to the
Effective Time and held by a Dissenting Common Holder who shall, after the
Effective Time, withdraw his demand for fair value or lose his dissenters'
rights pursuant to the MBCA, shall be deemed to be converted, as of the
Effective Time, into the right to receive Senior Subordinated Units as
specified in Section 3.1(c), without interest.

3.7. Options. (a) At the Closing, all employee and director stock options to
purchase shares of Petro Common Stock (each, a "Petro Stock Option"), which are
then outstanding and unexercised, shall cease to represent a right to acquire
shares of Petro Stock. To the extent any such stock option is not vested at the
Effective Time and does not become vested by reason of the Merger, such stock
option shall be cancelled. To the extent that any stock option is vested as of
the Effective Time or becomes vested by reason of the Merger, such stock option
to the extent so vested shall be converted automatically into options to
purchase .13064 Senior Subordinated Units at a price equal to the original
exercise price divided by .13064 and Star Partners shall assume each such Petro
Stock Option subject to the terms of any of the stock option plans listed under
"Stock Option Plans" in Section 5.3 of Petro's Disclosure Schedule
(collectively, the "Petro Stock Option Plans"), and the agreements evidencing
grants thereunder, including but not limited to the accelerated vesting of such
options which shall occur in connection with and by virtue of the Merger as and
to the extent required by such plans and agreements.

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ARTICLE IV.
ACTIONS PENDING MERGER

From the date hereof until the Effective Time, except as expressly contemplated
by this Agreement, (a) without the prior written consent of the Special
Committee (which consent shall not be unreasonably withheld or delayed) Petro
will not, and will cause each of its Subsidiaries not to, and (b) without the
prior written consent of Petro (which consent shall not be unreasonably
withheld or delayed) Star Partners will not, and will cause each of its
Subsidiaries not to:

4.1. Ordinary Course. Conduct the business of it and its Subsidiaries other
than in the ordinary and usual course or, to the extent consistent therewith,
fail to use reasonable best efforts to preserve intact its business
organizations, goodwill and assets and maintain its rights, franchises and
existing relations with customers, suppliers, employees and business
associates, or take any action that would (a) adversely affect the ability of
any party to obtain any approvals required under the HSRA for the transactions
contemplated hereby or (b) adversely affect its ability to perform any of its
material obligations under this Agreement.

4.2. Capital Stock. In the case of Petro and its Subsidiaries, other than (a)
pursuant to stock options Previously Disclosed in its Disclosure Schedule, (b)
pursuant to the Petro dividend reinvestment program or (c) as otherwise set
forth on Section 4.2 of Petro's Disclosure Schedule, (i) issue, sell or
otherwise permit to become outstanding, or authorize the creation of, any
additional shares of capital stock, any stock appreciation rights or any
Rights, (ii) enter into any agreement with respect to the foregoing or (iii)
permit any additional shares of capital stock to become subject to new grants
of employee stock options, stock appreciation rights or similar stock-based
employee rights.

4.3. Dividends, Distributions. (a) Make, declare or pay any dividend (other
than (i) in the case of Star Propane, distributions of Available Cash (as
defined in the Operating Partnership Agreement) to its partners, (ii) in the
case of Star Partners, regular quarterly cash distributions of Available Cash
on the Common Units, Subordinated Units and general partner interest of Star
Partners and (iii) in the case of Petro, regular quarterly dividends on the
Petro Preferred Stock), in each case in the ordinary course consistent with
past practice), on or in respect of, or declare or make any distribution on any
shares of its equity securities other than as Previously Disclosed, (b) split,
combine or reclassify any of its capital stock or issue or authorize or propose
the issuance of any other securities in respect of, in lieu of or in
substitution for shares of its capital stock or (c) repurchase, redeem or
otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or
otherwise acquire any shares of its capital stock, except as required by the
terms of its securities outstanding on the date hereof or as contemplated by
any existing Compensation and Benefit Plan.

4.4. Compensation; Employment Agreements. In the case of Petro and its
Subsidiaries, except as set forth on Section 4.4 of Petro's Disclosure
Schedule, enter into or amend any written employment, severance or similar
agreements or arrangements with any of its directors, officers or employees, or
grant any salary or wage increase or increase any employee benefit (including
incentive or bonus payments), except for (a) normal individual increases in
compensation to employees (other than officers and directors) in the ordinary
course of business consistent with past practice or (b) other changes as are
provided for herein or as may be required by law or to

A-14

satisfy contractual obligations existing as of the date hereof or (c)
additional grants of awards to newly hired employees consistent with past
practice.

4.5. Benefit Plans. In the case of Petro and its Subsidiaries, except as set
forth on Section 4.5 of the Petro Disclosure Schedule, enter into or amend
(except as may be required by applicable law, to satisfy contractual
obligations existing as of the date hereof or amendments which, either
individually or in the aggregate, would not reasonably be expected to result in
a material liability to Petro or its Subsidiaries) any pension, retirement,
stock option, stock purchase, savings, profit sharing, deferred compensation,
consulting, bonus, group insurance or other employee benefit, incentive or
welfare contract, plan or arrangement, or any trust agreement related thereto,
in respect of any of its directors, officers or other employees, including,
without limitation, taking any action that accelerates the vesting or exercise
of any benefits payable thereunder.

4.6. Acquisitions And Dispositions. In the case of Petro and its
Subsidiaries, and except for the sale of the Transferred Assets to Star
Propane, sell, lease, dispose of or discontinue any portion of its assets,
business or properties, which is material to it and its Subsidiaries taken as a
whole, or acquire, by merger or otherwise, or lease (other than by way of
foreclosures or acquisitions of control in a bona fide fiduciary capacity or in
satisfaction of debts previously contracted in good faith, in each case in the
ordinary and usual course of business consistent with past practice) any assets
or all or any portion of, the business or property of any other entity which,
in either case, is material to it and its Subsidiaries taken as a whole, or
would be likely to have a Material Adverse Effect on the ability of the parties
to consummate the transactions contemplated by this Agreement or to delay
materially the Effective Time. In the case of Star Partners, Star Partners will
not, and will cause its Subsidiaries not to, make any acquisition or take any
other action which would have a Material Adverse Effect on its ability to
consummate the transactions contemplated by this Agreement.

4.7. Amendments. In the case of Petro, amend its Articles of Incorporation or
By-laws.

4.8. Accounting Methods. Implement or adopt any change in its accounting
principles, practices or methods, other than as may be required by law or
generally accepted accounting principles.

4.9. Insurance. Fail to use reasonable best efforts to maintain with
financially responsible insurance companies, insurance in such amounts and
against such risks and losses as has been customarily maintained by it in the
past.

4.10. Notification. Fail to promptly notify the other of any material change
in its condition (financial or otherwise) or business or any material
litigation or material governmental complaints, investigations or hearings or
the breach in any material respect of any of its representations or warranties
contained herein.

4.11. Taxes. (a) Make or rescind any material express or deemed election
relating to Taxes unless it is reasonably expected that such action will not
materially and adversely affect it, including elections for any and all joint
ventures, partnerships, limited liability companies, working interests or other
investments where it has the capacity to make such binding election, (b) settle
or compromise any material claim, action, suit, litigation, proceeding,
arbitration, investigation, audit or controversy relating to Taxes, except
where such settlement or compromise will not materially and adversely

A-15

affect it or (c) change in any material respect any of its methods of reporting
income, or deductions for federal income tax purposes from those employed in
the preparation of its federal income tax return for the most recent taxable
year for which a return has been filed, except as may be required by applicable
law or except for such changes that are reasonably expected not to materially
adversely affect it.

4.12. Debt, Capital Expenditures and the Like. In the case of Petro, except
as provided in Section 6.4, (a) incur any indebtedness for borrowed money
(except for working capital under existing credit facilities) or guarantee any
such indebtedness of others, (b) enter into any material lease (whether
operating or capital), (c) create any material mortgages, liens, security
interests or other encumbrances on the property of Petro or its Subsidiaries in
connection with any pre-existing indebtedness, new indebtedness or lease or (d)
make or commit to make aggregate capital expenditures in excess of $2.0 million
over Petro's fiscal 1998 capital expenditure budget identified in Section 4.12
of the Petro Disclosure Schedule and Previously Disclosed to Star Gas.

4.13. No Dissolution. Authorize, recommend, propose or announce an intention
to adopt a plan of complete or partial dissolution or liquidation.

4.14. Adverse Actions. Knowingly take any action that is intended or is
reasonably likely to result in (a) any of its representations and warranties
set forth in this Agreement being or becoming untrue in any material respect at
any time prior to the Closing, (b) any of the conditions to the Merger set
forth in Article VII not being satisfied or (c) a material violation of any
provision of this Agreement except, in each case, as may be required by
applicable law.

4.15. Agreements. Agree or commit to do anything prohibited by Sections 4.1
through 4.14.

ARTICLE V.
REPRESENTATIONS AND WARRANTIES

5.1. Disclosure Schedule. On or prior to the date hereof, Star Partners has
delivered to Petro and Petro has delivered to Star Partners a schedule
(respectively, its "Disclosure Schedule") setting forth, among other things,
items the disclosure of which is necessary or appropriate in relation to any or
all of its representations and warranties; provided, however, that (a) no such
item is required to be set forth in a Disclosure Schedule as an exception to a
representation or warranty if its absence is not reasonably likely to result in
the related representation or warranty being deemed untrue or incorrect under
the standard established by Section 5.2, and (b) the mere inclusion of an item
in a Disclosure Schedule shall not be deemed an admission by a party that such
item represents a material exception or fact, event or circumstance or that
such item is reasonably likely to result in a Material Adverse Effect.

5.2. Standard. No representation or warranty of Star Partners or Petro
contained in Section 5.3 (except Sections 5.3(b), 5.3(c)(i), 5.3(c)(ii), 5.3(d)
and 5.3(e)) shall be deemed untrue or incorrect, and no party hereto shall be
deemed to have breached a representation or warranty, as a consequence of the
existence of any fact, circumstance or event unless such fact, circumstance or
event, individually or taken together with all other facts, circumstances or
events inconsistent with any paragraph of Section 5.3, has had or is reasonably
expected to have a Material Adverse Effect.

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5.3. Representations and Warranties. Subject to Sections 5.1 and 5.2 and
except as Previously Disclosed, Petro hereby represents and warrants to Star
Partners, and Star Partners hereby represents and warrants to Petro, to the
extent applicable, in each case with respect to itself and its Subsidiaries, as
follows:

(a) Organization, Standing and Authority. Such party is a corporation, or in
the case of Star Partners and Star Propane, a limited partnership, duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization. Such party (i) is duly qualified to do
business and is in good standing in the states of the United States where its
ownership or leasing of property or the conduct of its business requires it to
be so qualified and (ii) has in effect all federal, state, local, and foreign
governmental authorizations and permits necessary for it to own or lease its
properties and assets and to carry on its business as it is now conducted.

Such party (i) is duly qualified to do business and is in good standing in the
states of the United States where its ownership or leasing of property or the
conduct of its business requires it to be so qualified and (ii) has in effect
all federal, state, local, and foreign governmental authorizations and permits
necessary for it to own or lease its properties and assets and to carry on its
business as it is now conducted.

(b) Shares. (i) In the case of Petro, as of the date hereof, the authorized
capital stock of Petro consists solely of 81,909,722 shares of stock, $.10 par
value, of which, as of the date hereof, 23,964,962 shares of Class A Common
Stock, 11,228 shares of Class B Common Stock, 2,597,519 shares of Class C
Common Stock, 41,668 shares of Private Preferred Stock, no more than 797,000
shares of Junior Preferred Stock and 1,200,000 shares of Public Preferred Stock
are issued and outstanding. Such outstanding shares were duly authorized and
are validly issued and fully paid and non-assessable and are not subject to any
preemptive or similar rights (and were not issued in violation of any
preemptive or similar rights). The holder of the Petro Private Preferred Stock
has consented to the redemption thereof on or prior to the Closing Date at a
price equal to $4.167 million plus accrued and unpaid dividends.

(ii) In the case of Star Partners, as of the date hereof, there are
3,858,999 Common Units and 2,396,078 Old Subordinated Units issued and
outstanding, and all of such Common Units and Old Subordinated Units and
the limited partner interests represented thereby were duly authorized and
validly issued in accordance with the Partnership Agreement and are fully
paid (to the extent required under the Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by matters
described in the Merger Registration Statement under the caption
"Description of the Partnership Agreement--Limited Liability"). As of the
date hereof, the General Partner owns a 1% general partner interest in Star
Partners, and such general partner interest was duly authorized and validly
issued in accordance with the Partnership Agreement. As of the date hereof,
Star Partners owns a 98.9899% limited partner interest in Star Propane, and
such limited partner interest was duly authorized and validly issued in
accordance with the Operating Partnership Agreement and is fully paid (to
the extent required under the Operating Partnership Agreement) and
nonassessable (except as such nonassessability may be affected by matters
described in the Merger Registration Statement under the caption
"Description of the Partnership Agreement--Limited Liability"). As of the
date hereof, the General Partner owns a 1.0101% general partner interest in
Star Propane, and such general

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partner interest was duly authorized and validly issued in accordance with
the Operating Partnership Agreement.

(iii) As of the date hereof, except as Previously Disclosed in Section
5.3(b) of a party's Disclosure Schedule, there are no shares of capital
stock (in the case of Petro) or interests (in the case of Star Partners),
of such party's equity securities authorized and reserved for issuance,
such party does not have any Rights issued or outstanding with respect to
its equity securities, and such party does not have any commitment to
authorize, issue or sell any such equity securities or Rights, except
pursuant to this Agreement. Since December 31, 1997, Petro has not issued
any shares of its capital stock or rights in respect thereof or reserved
any shares for such purposes except pursuant to plans or commitments
Previously Disclosed in Section 5.3(b) of its Disclosure Schedule.

(iv) The number of shares of Petro Common Stock which are issuable and
reserved for issuance upon exercise of Petro Stock Options as of the date
hereof are Previously Disclosed in Section 5.3(b) of Petro's Disclosure
Schedule, and the number of Common Units and Subordinated Units that are
issuable upon exercise of any employee or director options to purchase
Common Units or Subordinated Units as of the date hereof are Previously
Disclosed in Section 5.3 of Star Partners' Disclosure Schedule.

(c) Subsidiaries. (i) (A) Such party has Previously Disclosed in Section
5.3(c) of its Disclosure Schedule a list of all of its Subsidiaries together
with the jurisdiction of organization of each such Subsidiary, (B) it owns,
directly or indirectly, all of the equity interests of each of its
Subsidiaries, (C) no equity interests of any of its Subsidiaries are or may
become required to be issued by reason of any Rights, (D) there are no
contracts, commitments, understandings or arrangements by which any of such
Subsidiaries is or may be bound to sell or otherwise transfer any equity
interests of any such Subsidiaries, (E) there are no contracts, commitments,
understandings, or arrangements relating to its rights to vote or to dispose of
such equity interests, and (F) all of the equity interests of each such
Subsidiary held by it or its Subsidiaries are fully paid and nonassessable and
are owned by it or its Subsidiaries free and clear of any Liens.

(ii) In the case of the representations and warranties of Petro, other
than ownership of its Subsidiaries, Petro does not own beneficially,
directly or indirectly, any equity securities or similar interests of any
person, or any interest in a partnership or joint venture of any kind.

(iii) Each of such party's Subsidiaries has been duly organized and is
validly existing in good standing under the laws of the jurisdiction of its
organization and (a) is duly qualified to do business and in good standing
in the jurisdictions where its ownership or leasing of property or the
conduct of its business requires it to be so qualified and (b) has in
effect all federal, state, local, and foreign governmental authorizations
and permits necessary for it to own or lease its properties and assets and
to carry on its business as it is now conducted.

(d) Corporate or Partnership Power. Such party and each of its Subsidiaries
has the corporate power and authority, or in the case of Star Partners and Star
Propane the partnership power and authority to carry on its business as it is
now being conducted and to own all its properties and assets; and it has the
corporate power and authority or, in the case of Star Partners and Star
Propane, the partnership power and authority, to execute, deliver and perform
its obligations under this Agreement and to consummate the transactions
contemplated hereby.

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(e) Equityholder Authority. Subject in the case of this Agreement to approval
by the holders of a majority of the shares of Petro Class A and Class C Common
Stock and Petro Preferred Stock entitled to vote thereon, voting separately by
classes the approval of the holders of a majority of the Petro Class A Common
Stock which is not owned by Petro Insiders or Affiliates, and by the holders of
a majority of the Common Units of Star Partners, excluding Common Units held by
Petro and its Affiliates, this Agreement and the transactions contemplated
hereby have been authorized by all necessary corporate action (partnership
action in the case of Star Partners and Star Propane), and this Agreement has
been duly executed and delivered and is a legal, valid and binding agreement of
it, enforceable in accordance with its terms (except as such enforceability may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer and similar laws of general applicability relating to or
affecting creditors' rights or by general equity principles). In the case of
Petro, the holders of 100% of the Public Preferred Stock, 100% of the Private
Preferred Stock and 100% of the Junior Preferred Stock have granted Petro an
irrevocable proxy to vote their shares in favor of the Merger.

(f) No Defaults. Except as Previously Disclosed, subject to receipt of the
HSRA approval, the approval of the holders of the Private Debt and 1998
Preferred Stock, the approval of Petro's bank group, the required filings under
federal and state securities laws and the approvals contemplated by Article
VII, the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby does not and will not (i)
constitute a breach or violation of, or result in a default (or an event that,
with notice or lapse of time or both, would become a default) under, or result
in the termination or in a right of termination or cancellation of, or
accelerate the performance required by, any note, bond, mortgage, indenture,
deed of trust, license, franchise, lease, contract, agreement, joint venture or
other instrument or obligation to which it or any of its Subsidiaries is a
party or by which it or any of its Subsidiaries or properties is subject or
bound, (ii) constitute a breach or violation of, or a default under, in the
case of Petro its articles of incorporation or by-laws and in the case of Star
Partners and Star Propane its Agreement of Limited Partnership, (iii)
contravene or conflict with or constitute a violation of any provision of any
law, rule, regulation, judgment, order or decree binding upon or applicable to
it or any of its Subsidiaries, (iv) result in the creation of any Lien on any
of its assets or its Subsidiaries' assets or (v) cause the transactions
contemplated by this Agreement to be subject to Takeover Laws.

(g) Financial Reports And SEC Documents. Its Annual Report on Form 10-K, for
the fiscal year ended December 31, 1997 in the case of Petro and for the fiscal
year ended September 30, 1997 in the case of Star Partners, and all other
reports, registration statements, definitive proxy statements or information
statements filed or to be filed by it or any of its Subsidiaries subsequent to
December 31, 1995 under the Securities Act, or under Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, in the form filed, or to be filed (collectively,
its "SEC Documents"), with the SEC (i) complied or will comply in all material
respects as to form with the applicable requirements under the Securities Act
or the Exchange Act, as the case may be, and (ii) did not and will not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements made therein,
in light of the circumstances under which they were made, not misleading; and
each of the balance sheets contained in or incorporated by reference into any
such SEC Document (including the related notes and schedules thereto) fairly
presents the financial position of the entity or entities to which it relates
as of its date, and each of the statements of

A-19

income and changes in stockholders' equity and cash flows or equivalent
statements in the case of Star Partners in such SEC Documents (including any
related notes and schedules thereto) fairly presents the results of operations,
changes in stockholders' equity and changes in cash flows, as the case may be,
of the entity or entities to which it relates for the periods to which it
relates, in each case in accordance with generally accepted accounting
principles consistently applied during the periods involved, except in each
case as may be noted therein, subject to normal year-end audit adjustments in
the case of unaudited statements. Except as and to the extent set forth on its
balance sheet as of September 30, 1997 (in the case of Star Partners) and
December 31, 1997 (in the case of Petro), as of such date, neither it nor any
of its Subsidiaries had any liabilities or obligations of any nature (whether
accrued, absolute, contingent or otherwise) that would be required to be
reflected on, or reserved against in, a balance sheet or in the notes thereto
prepared in accordance with generally accepted accounting principles
consistently applied.

(h) Litigation; Regulatory Action. (i) No litigation, claim or other
proceeding before any court or governmental agency is pending against it or any
of its Subsidiaries and, to the best of its knowledge, no such litigation,
claim or other proceeding has been threatened, other than normal and routine
litigation which is either covered by insurance in amounts sufficient to
discharge any likely exposure. There are no outstanding judgments, decrees,
injunctions, awards or orders against it or any of its Subsidiaries. Section
5.3(h) of its Disclosure Schedule contains, as of the date of this Agreement,
an accurate and complete list of all actions, suits and proceedings pending or,
to the best of its knowledge, threatened against it, except as to routine law
suits arising in the ordinary course of business involving customer complaints
or vehicular accidents which are fully covered by insurance (except for
deductible amounts under such insurance policies which if required to be paid
would not individually or in the aggregate have a Material Adverse Effect).

(ii) Except as Previously Disclosed, neither it nor any of its
Subsidiaries or properties is a party to or is subject to any order,
decree, agreement, memorandum of understanding or similar arrangement with,
or a commitment letter or similar submission to, any federal or state
governmental agency or court or authority or body or the supervision or
regulation of it or any of its Subsidiaries (collectively, the "Regulatory
Authorities").

(iii) Neither it nor any of its Subsidiaries has been advised by any
Regulatory Authority that such Regulatory Authority is contemplating
issuing or requesting (or is considering the appropriateness of issuing or
requesting) any such order, decree, agreement, memorandum of understanding,
commitment letter or similar submission.

(i) Compliance With Laws. Except as set forth in Section 5.3(i) of its
Disclosure Schedule, it and each of its Subsidiaries:

(i) in the conduct of its business, is in compliance with all applicable
federal, state, local and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders or decrees applicable thereto or to the employees
conducting such businesses, (any instance of failure to so comply is
referred to herein as a "Non-Compliance Event").

(ii) has all permits, licenses, authorizations, orders and approvals of,
and has made all filings, applications and registrations with, all
Regulatory Authorities that are required in order to permit it to conduct
its businesses substantially as presently conducted; all such permits,

A-20

licenses, certificates of authority, orders and approvals are in full force
and effect and, to the best of its knowledge, no suspension or cancellation
of any of them is threatened (any instance or failure to obtain any of the
foregoing and to maintain them in full force and effect is referred to
herein as a ("Permitting Violation"); and

(iii) has not received, since December 31, 1994, any notification or
communication from any Regulatory Authority asserting that it or any of its
Subsidiaries is not in compliance with any of the statutes, regulations, or
ordinances which such Regulatory Authority enforces or threatening to
revoke any license, franchise, permit, or governmental authorization (nor,
to its knowledge, do any grounds for any of the foregoing exist), any
instance of the foregoing referred to herein as a "Non-Compliance
Notification";

(j) Defaults. Neither it nor any of its Subsidiaries is in default under any
contract, agreement, commitment, arrangement, lease, insurance policy, or other
instrument to which it is a party, by which its respective assets, business, or
operations may be bound or affected, or under which it or its respective
assets, business, or operations receives benefits, and there has not occurred
any event that, with the lapse of time or the giving of notice or both, would
constitute such a default.

(k) No Brokers. No action has been taken by it that would give rise to any
valid claim against any party hereto for a brokerage commission, finder's fee
or other like payment with respect to the transactions contemplated by this
Agreement, excluding, in the case of Petro, fees to be paid to PaineWebber
Incorporated and Dain Rauscher Wessels, and, in the case of Star Partners, fees
to be paid to A.G. Edwards & Sons, Inc., in each case pursuant to letter
agreements which have been heretofore disclosed to the other party.

(l) Compensation and Benefit Plans. (i) Section 5.3(l)(i) of a party's
Disclosure Schedule contains a complete list of all material bonus, vacation,
deferred compensation, pension, retirement, profit-sharing, thrift, savings,
employee stock ownership, stock bonus, stock purchase, restricted stock and
stock option plans, all employment or severance contracts, all medical, dental,
disability, health and life insurance plans, all other employee benefit and
fringe benefit plans, contracts or arrangements and any applicable "change of
control" or similar provisions in any plan, contract or arrangement maintained
or contributed to by it or any of its Subsidiaries for the benefit of officers,
former officers, employees, former employees, directors, former directors, or
the beneficiaries of any of the foregoing, including all "employee benefit
plans" as defined in ERISA (collectively, "Compensation and Benefit Plans").

(ii) True and complete copies of its Compensation and Benefit Plans,
including, but not limited to, any trust instruments and/or insurance
contracts, if any, forming a part thereof, and all amendments thereto and,
if applicable, the most recent Form 5500 and annual reports for such plans
have been made available to the other party.

(iii) Each of its Compensation and Benefit Plans has been administered in
all material respects in accordance with the terms thereof. All "employee
benefit plans" within the meaning of Section 3(3) of ERISA, other than
"multiemployer plans" within the meaning of Section 3(37) of ERISA
("Multiemployer Plans"), covering employees or former employees of it and
its Subsidiaries (its "Plans"), to the extent subject to ERISA, are in
material compliance with ERISA, the Code, the Age Discrimination in
Employment Act and other applicable laws and no

A-21

prohibited transaction has occurred with respect to any such employee
benefit plan that would result in any such excise tax or other liability
under ERISA or the Code. Each Compensation and Benefit Plan of it or its
Subsidiaries which is an "employee pension benefit plan" within the meaning
of Section 3(2) of ERISA ("Pension Plan") and which is intended to be
qualified under Section 401(a) of the Code has received a favorable
determination letter from the Internal Revenue Service, and it is not aware
of any circumstances reasonably likely to result in the revocation or
denial of any such favorable determination letter. There is no pending or,
to its knowledge, threatened litigation or governmental audit, examination
or investigation relating to the Plans.

(iv) Except as Previously Disclosed in Section 5.3(l)(iv) of a Party's
Disclosure Schedule, no material liability under Title IV of ERISA has been
or is expected to be incurred by it or any of its Subsidiaries with respect
to any ongoing, frozen or terminated "single-employer plan", within the
meaning of Section 4001(a)(15) of ERISA, currently or formerly maintained
by any of them, or the single-employer plan of any entity which is
considered one employer with it under Section 4001(a)(15) of ERISA or
Section 414 of the Code (an "ERISA Affiliate"). Except as Previously
Disclosed in Section 5.3(l)(iv) of a party's Disclosure Schedule, neither
it nor any of its Subsidiaries presently contributes to a Multiemployer
Plan, nor have they contributed to such a plan within the past five
calendar years. No notice of a "reportable event", within the meaning of
Section 4043 of ERISA for which the 30-day reporting requirement has not
been waived, has been required to be filed for any Pension Plan of it or
any of its Subsidiaries or by any ERISA Affiliate within the past 12
months.

(v) All contributions, premiums and payments required to be made under
the terms of any Compensation and Benefit Plan of it or any of its
Subsidiaries have been made. Neither any Pension Plan of it or any of its
Subsidiaries nor any single-employer plan of an ERISA Affiliate of it or
any of its Subsidiaries has an "accumulated funding deficiency" (whether or
not waived) within the meaning of Section 412 of the Code or Section 302 of
ERISA. Neither it nor any of its Subsidiaries has provided or is required
to provide, security to any Pension Plan or to any single-employer plan of
an ERISA Affiliate pursuant to Section 401(a)(29) of the Code.

(vi) Except as Previously Disclosed in Section 5.3(l)(vi) of a party's
Disclosure Schedule, under each Pension Plan of it or any of its
Subsidiaries which is a single-employer plan, as of the last day of the
most recent plan year ended prior to the date hereof, the actuarially
determined present value of all "benefit liabilities", within the meaning
of Section 4001(a)(16) of ERISA (as determined on the basis of the
actuarial assumptions contained in the Plan's most recent actuarial
valuation) did not exceed the then current value of the assets of such
Plan, and there has been no adverse change in the financial condition of
such Plan (with respect to either assets or benefits) since the last day of
the most recent Plan year.

(vii) Neither it nor any of its Subsidiaries has any obligations under
any Compensation and Benefit Plans to provide benefits, including death or
medical benefits, with respect to employees of it or its Subsidiaries
beyond their retirement or other termination of service other than (i)
coverage mandated by Part 6 of Title I of ERISA or Section 4980B of the
Code, (ii) retirement or death benefits under any employee pension benefit
plan (as defined under Section 3(2) of ERISA), (iii) disability benefits
under any employee welfare plan that have been fully provided for by
insurance or otherwise, or (iv) benefits in the nature of severance pay.

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(viii) Except as Previously Disclosed under Section 5.1(l)(viii) of a
party's Disclosure Schedule, neither the execution and delivery of this
Agreement nor the consummation of the transactions contemplated hereby will
(i) result in any payment (including, without limitation, severance,
unemployment compensation, golden parachute or otherwise) becoming due to
any director or any employee of it or any of its Subsidiaries under any
Compensation and Benefit Plan or otherwise from it or any of its
Subsidiaries, (ii) increase any benefits otherwise payable under any
Compensation and Benefit Plan or (iii) result in any acceleration of the
time of payment or vesting of any such benefit.

(m) Labor Matters. Except as set forth in Section 5.3(m) of a party's
Disclosure Schedule, neither it nor any of its Subsidiaries is a party to, or
is bound by, any collective bargaining agreement, contract or other agreement
or understanding with a labor union or labor organization, nor is it or any of
its Subsidiaries the subject of a proceeding asserting that it or any such
Subsidiaries has committed an unfair labor practice (within the meaning of the
National Labor Relations Act) or seeking to compel it or such Subsidiaries to
bargain with any labor organization as to wages and conditions of employment.

(n) Environmental Matters. Neither (a) the past or present conduct nor
operation of such party or its Subsidiaries nor any condition of any property
or asset presently or previously owned, leased or operated by any of them,
including but not limited to on-site or off-site disposal or release of any
chemical substance, product or waste, violates or violated Environmental Laws,
and no condition has existed or event has occurred with respect to any of them
or any such property that, with notice or the passage of time, or both, is
reasonably likely to result in liability or obligations for any clean-up,
remediation, disposal or corrective action under Environmental Laws or claims
for personal injury, property damage or damage to natural resources and (b)
such party nor any of its Subsidiaries has received any notice from any person
or entity that it or its Subsidiaries or the operation or condition of any
property or asset ever owned, leased, operated, held as collateral or held as a
fiduciary by any of them is or was in violation of or otherwise are alleged to
have liability under any Environmental Law or has entered into any consent
decree or order or is subject to any order of any court or governmental
authority or tribunal under any Environmental Law or relating to the clean-up
of any hazardous materials contamination, including, but not limited to,
responsibility (or potential responsibility) for the cleanup or other
remediation of any pollutants, contaminants, or hazardous or toxic wastes,
substances or materials at, on, beneath, or originating from any such property.

(o) Tax Matters. (i) All material returns, declarations, reports, estimates,
information returns and statements required to be filed under federal, state,
local or any foreign tax laws ("Tax Returns") with respect to it or any of its
Subsidiaries, have been timely filed, or requests for extensions have been
timely filed and have not expired; (ii) all Tax Returns filed by it are
complete and accurate in all material respects; (iii) all Taxes shown to be due
on such Tax Returns and all other Taxes, if any, required to be paid by it or
its Subsidiaries for all periods ending through the date hereof have been paid
or adequate reserves have in accordance with generally accepted accounting
principles been established for the payment of such Taxes; and (iv) no material
(A) audit or examination or (B) refund litigation with respect to any Tax
Return is pending. As of the date hereof, neither it nor any of its
Subsidiaries (x) has granted any requests, agreements, consents or waivers to
extend the statutory period of limitations applicable to the assessment of any
taxes with

A-23

respect to any tax returns, (y) is a party to any tax sharing or tax indemnity
agreement or (z) is a party to an agreement that provides for the payment of
any amount that would constitute a "parachute payment" within the meaning of
Section 280G of the Code.

(p) Regulatory Approvals. Except as set forth in Section 5.3(p) of a party's
Disclosure Schedule, the only approval of any governmental agency necessary to
consummate the transactions contemplated by this Agreement (other than filings
under the Securities Act) is pursuant to the HSRA. As of the date hereof,
neither Petro nor the Star Partners is aware of any reason why the approvals
under the HSRA will not be received.

(q) No Material Adverse Change. Since September 30, 1997, in the case of Star
Partners, and since December 31, 1997, in the case of Petro, except as
disclosed in its SEC Documents filed with the SEC on or before the date hereof,
(i) it and its Subsidiaries have conducted their respective businesses in the
ordinary and usual course (excluding the incurrence of expenses related to this
Agreement and the transactions contemplated hereby), (ii) it has not made any
material change in its accounting methods, principles or practices or its tax
methods, practices or elections and (iii) no event has occurred or circumstance
arisen that, individually or taken together with all other facts, circumstances
and events is reasonably likely to result in a Material Adverse Effect.

(r) Insurance. It has previously delivered to the other party a schedule
listing the officers' and directors' liability insurance policies, primary and
excess casualty and liability insurance policies providing coverage for bodily
injury and property damage maintained by it and its Subsidiaries. It and its
Subsidiaries maintain insurance coverage reasonably adequate for the operation
of their respective businesses taking into account the cost and availability of
such insurance.

(s) Condition and Sufficiency of Assets. The vehicles, equipment and other
assets used in the business of it and its Subsidiaries are in operating
condition and repair consistent with normal industry standards and are adequate
for the uses to which they are being put and none of such vehicles, equipment
and assets are in need of replacement, maintenance or repairs except for
ordinary and routine maintenance and repairs that are not material in nature or
cost, except for vehicles and equipment which are not in service and the use of
which are not required to conduct the business of it and its Subsidiaries in
the ordinary course consistent with past practices. The vehicles, equipment and
assets in service are sufficient for the continued conduct of its business
after the Closing.

(t) Intellectual Property. Except as may be disclosed in Section 5.3(t) of
its Disclosure Schedule, it and its Subsidiaries own or possess adequate
licenses and other valid rights to use all patents, patent rights, trademarks,
trademark rights and proprietary information used or held for use in connection
with their respective businesses as currently being conducted, and there are no
assertions or claims challenging the validity of any of the foregoing which are
likely to have, individually or in the aggregate, a Material Adverse Effect.
The computer software operated or licensed by it that is material to its
business or its internal operations is capable of providing or is being adapted
to provide uninterrupted millennium functionality to record, store, process and
present calendar dates falling on or after January 1, 2000 in substantially the
same manner and with substantially the same functionality as such software
records, stores, processes and presents such calendar dates falling on or
before December 31, 1999. The costs of the adaptations referred to in the prior
sentence will not have a Material Adverse Effect.

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ARTICLE VI.
COVENANTS

Petro hereby covenants to and agrees with Star Partners, and Star Partners
hereby covenants to and agrees with Petro, that:

6.1. Best Efforts. (a) Subject to the terms and conditions of this Agreement,
it shall use its commercially reasonable best efforts in good faith to take, or
cause to be taken, all actions, and to do, or cause to be done, all things
necessary, proper, desirable or advisable under applicable laws, so as to
permit consummation of the Merger promptly and otherwise to enable consummation
of the transactions contemplated hereby, including, without limitation,
obtaining (and cooperating with the other party hereto to obtain) HSRA approval
and any other third party approval that is required to be obtained by Petro or
Star Partners or any of their respective Subsidiaries in connection with the
Merger and the other transactions contemplated by this Agreement, and using
reasonable efforts to lift or rescind any injunction or restraining order or
other order adversely affecting the ability of the parties to consummate the
transactions contemplated hereby, and using reasonable efforts to defend any
litigation seeking to enjoin, prevent or delay the consummation of the
transactions contemplated hereby or seeking material damages, and each shall
cooperate fully with the other parties hereto to that end, and shall furnish to
the other party copies of all correspondence, filings and communications
between it and its affiliates and any governmental or regulatory authority with
respect to the transactions contemplated hereby. In complying with the
foregoing, neither it nor its Subsidiaries shall be required to take measures
that would have a Material Adverse Effect on it and its Subsidiaries taken as a
whole.

6.2. Equityholder Approvals. Each of them shall take, in accordance with
applicable law, applicable stock exchange rules and its restated articles or
certificate of incorporation and by-laws, in the case of Petro, and Agreement
of Limited Partnership, in the case of Star Partners, all action necessary to
convene, respectively, an appropriate meeting of the holders of the Common
Units of Star Partners to consider and vote upon the approval of the Merger
Agreement, the Amended and Restated Partnership Agreement, the Amended and
Restated Operating Partnership Agreement, and any other matters required to be
approved by them for consummation of the Merger (including any adjournment or
postponement, the "Star Partners Meeting"), and an appropriate meeting of
stockholders of Petro to consider and vote upon the approval of the Merger and
any other matters required to be approved by Petro's stockholders for
consummation of the Merger (including any adjournment or postponement, the
"Petro Meeting"; and each of the Star Partners Meeting and Petro Meeting, a
"Meeting"), respectively, promptly after the date hereof. The Board of
Directors of Petro and the Special Committee shall (subject in the case of
Petro to compliance with its fiduciary duties as advised by counsel) recommend
such approval, and each of Star Partners and Petro shall take all reasonable
lawful action to solicit such approval by its respective equityholders.

6.3. Registration Statements. (a) Each of Star Partners and Petro agrees to
cooperate in the preparation of (i) a registration statement on Form S-4 (the
"Merger Registration Statement") to be filed by Star Partners with the SEC in
connection with the issuance of Senior Subordinated Units and Common Units in
the Merger and the Junior Subordinated and Senior Subordinated Units to be
issued by Star Partners to certain Affiliates of Petro as described under
subparagraph 9 of the definition of "Restructuring Transactions" (including the
joint proxy statement and prospectus and

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other proxy solicitation materials of Star Partners and Petro constituting a
part thereof (the "Joint Proxy Statement") and all related documents), (ii) a
registration statement on Form S-3 to be filed by Star Partners with the SEC in
connection with the Equity Offering (the "Equity Registration Statement") and
(iii) a registration statement to be filed by Star Partners or a subsidiary of
Star Partners with the SEC in connection with the Debt Offering (the "Debt
Registration Statement" and together with the Merger Registration Statement and
the Equity Registration Statement, the "Registration Statements"). Provided
Petro has cooperated as required above, Star Partners agrees to file the
Registration Statements with the SEC as promptly as practicable. Each of Petro
and Star Partners agrees to use all reasonable efforts to cause the
Registration Statements to be declared effective under the Securities Act as
promptly as practicable after filing thereof. Star Partners also agrees to use
commercially reasonable efforts to obtain all necessary state securities law or
"Blue Sky" permits and approvals required to carry out the transactions
contemplated by this Agreement. Petro agrees to furnish to Star Partners all
information concerning Petro, its Subsidiaries, officers, directors and
stockholders and to take such other action as may be reasonably requested in
connection with the foregoing.

(b) Each of Petro and Star Partners agrees, as to itself and its
Subsidiaries, that (i) none of the information supplied or to be supplied by it
for inclusion or incorporation by reference in the Registration Statements
will, at the time the Registration Statements and each amendment or supplement
thereto, if any, becomes effective under the Securities Act, contain any untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, and (ii) the Joint
Proxy Statement and any amendment or supplement thereto will, at the date of
mailing to stockholders and at the times of the Star Partners Meeting and Petro
Meeting, not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. Each of Petro and Star Partners further agrees that if it shall
become aware prior to the Closing Date of any information that would cause any
of the statements in the Registration Statements to be false or misleading with
respect to any material fact, or omit to state any material fact necessary to
make the statements therein, in light of the circumstances under which they
were made, not false or misleading, it will promptly inform the other party
thereof and take the necessary steps to correct the Joint Proxy Statement.

(c) Star Partners will advise Petro, promptly after Star Partners receives
notice thereof, of the time when each of the Registration Statements has become
effective or any supplement or amendment has been filed, of the issuance of any
stop order or the suspension of the qualification of the Common Units or Senior
Subordinated Units for offering or sale in any jurisdiction, of the initiation
or threat of any proceeding for any such purpose, or of any request by the SEC
for the amendment or supplement of a Registration Statement or for additional
information.

(d) Each of Star Partners and Petro will use its best efforts to cause the
Joint Proxy Statement to be mailed to its unitholders and stockholders,
respectively, as soon as practicable after the effective date thereof.

6.4. Modification of Petro Indentures and Preferred Stock. Immediately upon
execution of this Agreement, Petro agrees to use its reasonable best efforts in
good faith to accomplish the following prior to the Effective Date:

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(a) As to the Private Debt. The Private Debt consists of (i) $60.0
million of Notes due 2002 at 11.96% interest per annum which shall be
restructured to $63.12 million of Notes due 2002 at 9.0% per annum and (ii)
$4.1 million of Notes due 2001 at 14.1% interest per annum to be
restructured to $2.2 million of Senior Notes due 2001 at 10.25% interest
per annum and $2.2 million of Subordinated Notes due 2001 at 10.25%
interest per annum (the "Private Debt Conditions").

(b) As to the 12 7/8% Series B Exchange Preferred Stock. The 12 7/8%
Series B Exchangeable Preferred Stock will be repurchased at $22 per share
plus accrued and unpaid dividends (the "12 7/8% Preferred Stock
Conditions").

(c) As to the Public Debt. At least 90% of (a) Petro's 9 3/8%
Subordinated Notes due 2003 and 10 1/8% Subordinated Notes due 2003 will be
repurchased at 100% of par plus accrued interest and (b) Petro's 123%
Subordinated Notes due 2005 will be repurchased at 103.5% of par plus
accrued interest (the "Public Debt Conditions").

(d) As to the 1989 Preferred Stock. The 1989 Preferred Stock will be
repurchased for an aggregate of $4.167 million plus accrued and unpaid
dividends (the "1989 Preferred Stock Conditions").

(e) As to the outstanding Star Propane Debt. The Holders of Star
Propane's 8.04% First Mortgage Notes due 2009, Star Propane's 7.17% First
Mortgage Notes due 2010 and Star Propane's outstanding Bank credit
facilities shall have consented to the execution, delivery and performance
of this Agreement by Star Propane or shall have entered into amendments
permitting the execution, delivery and performance of this Agreement by
Star Propane without violation of the terms of such indebtedness and
without a requirement that such indebtedness be repurchased (or an offer be
made to purchase such indebtedness) (the "Star Propane Debt Conditions").

6.5. Press Releases. It will not, without the prior approval of the other
party hereto, issue any press release or written statement for general
circulation relating to the transactions contemplated hereby, except as
otherwise required by applicable law or regulation or the rules of the NYSE, in
which case it will consult with the other party before issuing any such press
release or written statement.

6.6. Access; Information. (a) Upon reasonable notice and subject to
applicable laws relating to the exchange of information, it shall, and shall
cause its Subsidiaries to, afford the other parties and their officers,
employees, counsel, accountants and other authorized representatives, access,
during normal business hours throughout the period prior to the Effective Date,
to all of its properties, books, contracts, commitments and records, and to its
officers, employees, accountants, counsel or other representatives, and, during
such period, it shall, and shall cause its Subsidiaries to, furnish promptly to
such other parties and representatives (i) a copy of each material report,
schedule and other document filed by it pursuant to the requirements of federal
or state securities law (other than reports or documents that Star Partners or
Petro, or their respective Subsidiaries, as the case may be, are not permitted
to disclose under applicable law) and (ii) all other information concerning the
business, properties and personnel of it as the other may reasonably request.
Neither Star Partners nor Petro nor any of its respective Subsidiaries shall be
required to provide access to or to disclose

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information where such access or disclosure would violate or prejudice the
rights of its customers, jeopardize the attorney-client privilege of the
institution in possession or control of such information or contravene any law,
rule, regulation, order, judgment, decree, fiduciary duty or binding agreement
entered into prior to the date of this Agreement. The parties hereto will make
appropriate substitute disclosure arrangements under the circumstances in which
the restrictions of the preceding sentence apply.

(b) It will not use any information obtained pursuant to this Section 6.6 for
any purpose unrelated to the consummation of the transactions contemplated by
this Agreement and, if this Agreement is terminated, will hold all information
and documents obtained pursuant to this paragraph in confidence. No
investigation by either party of the business and affairs of the other shall
affect or be deemed to modify or waive any representation, warranty, covenant
or agreement in this Agreement, or the conditions to either party's obligation
to consummate the transactions contemplated by this Agreement.

6.7. Acquisition Proposals. Without the prior written consent of Star
Partners, Petro shall not, and shall cause its Subsidiaries and its and its
Subsidiaries' officers, directors, agents, advisors and affiliates not to,
solicit or encourage inquiries or proposals with respect to, or engage in any
negotiations concerning, or provide any confidential information to, or have
any discussions with, any such person relating to, any tender offer or exchange
offer for, or any proposal for the acquisition of a substantial equity interest
in, or a substantial portion of the assets of, or any merger or consolidation
with, Petro or any of its Significant Subsidiaries; provided, however, that
Petro may, and may authorize and permit its officers, directors, employees or
agents to, furnish or cause to be furnished confidential information and may
participate in such discussions and negotiations with a person or entity who
has made an unsolicited bona fide acquisition proposal for Petro or such assets
or Significant Subsidiaries that is superior to the Merger and is reasonably
capable of being financed if Petro's Board of Directors, after having consulted
with and considered the advice of outside counsel, has determined that the
failure to provide such information or participate in such negotiations and
discussions could cause the members of such Board of Directors to breach their
fiduciary duties under applicable laws. Petro shall promptly (within 24 hours)
advise Star Partners of its receipt of any such proposal or inquiry, of the
substance thereof, and of the identity of the person making such proposal or
inquiry. Nothing in this Section 6.7 shall permit Petro to enter into any
agreement with respect to an acquisition proposal during the term of this
Agreement other than a confidentiality and standstill agreement in reasonably
customary form.

6.8. Affiliate Arrangements. (a) Not later than the 15th day after the
mailing of the Joint Proxy Statement, Petro shall deliver to Star Partners a
schedule of each person that, to the best of its knowledge, is or is reasonably
likely to be, as of the date of the relevant Meeting, deemed to be an
"affiliate" of it (an "Affiliate") as that term is used in Rule 145 under the
Securities Act.

(b) Petro shall use its reasonable best efforts to cause its Affiliates not
to sell any securities received under the Merger or Exchange Agreement in
violation of the registration requirements Securities Act, including Rule 145
thereunder.

6.9. Takeover Laws. Neither party shall take any action that would cause the
transactions contemplated by this Agreement to be subject to requirements
imposed by any Takeover Laws, and

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each of them shall take all necessary steps within its control to exempt (or
ensure the continued exemption of) the transactions contemplated by this
Agreement from, or if necessary challenge the validity or applicability of, any
shareholder rights plan adopted by such party or any applicable Takeover Law,
as now or hereafter in effect, including, without limitation, Takeover Laws of
any state that purport to apply to this Agreement. the transactions
contemplated hereby.

6.10. No Rights Triggered. Each of Petro and Star Partners shall take all
steps necessary to ensure that the entering into of this Agreement and the
consummation of the transactions contemplated hereby and any other action or
combination of actions, or any other transactions contemplated hereby, do not
and will not result in the grant of any Rights to any person (i) in the case of
Petro under its articles or certificate of incorporation or by-laws and in the
case of Star Partners under its Agreement of Limited Partnership or (ii) under
any material agreement to which it or any of its Subsidiaries is a party.

6.11. Senior Subordinated Units Listed. In the case of Star Partners, Star
Partners shall use its reasonable best efforts to list, prior to the Closing,
on the NYSE, upon official notice of issuance, the Senior Subordinated Units to
be issued to the holders of Petro Common Stock in the Merger and to certain
Petro Affiliates pursuant to the Exchange Agreement.

6.12. Third Party Approvals. (a) Star Partners and Petro and their respective
Subsidiaries shall cooperate and use their respective commercially reasonable
best efforts to prepare all documentation, to effect all filings, to obtain all
permits, consents, approvals and authorizations of all third parties and HSRA
approval necessary to consummate the transactions contemplated by this
Agreement and to comply with the terms and conditions of such permits,
consents, approvals and authorizations and to cause the Merger to be
consummated as expeditiously as practicable. Each of Star Partners and Petro
shall have the right to review in advance, and to the extent practicable each
will consult with the other, in each case subject to applicable laws relating
to the exchange of information, with respect to, all material written
information submitted to any third party or any Regulatory Authorities in
connection with the transactions contemplated by this Agreement. In exercising
the foregoing right, each of the parties hereto agrees to act reasonably and
promptly. Each party hereto agrees that it will consult with the other parties
hereto with respect to the obtaining of all material permits, consents,
approvals and authorizations of all third parties and Regulatory Authorities
necessary or advisable to consummate the transactions contemplated by this
Agreement, and each party will keep the other parties apprised of the status of
material matters relating to completion of the transactions contemplated
hereby.

(b) Each party agrees, upon request, to furnish the other party with all
information concerning itself, its Subsidiaries, directors, officers and
stockholders and such other matters as may be reasonably necessary or advisable
in connection with the Registration Statement, the Joint Proxy Statement or any
filing, notice or application made by or on behalf of such other party or any
of its Subsidiaries to any Regulatory Authority in connection with the
transactions contemplated hereby.

6.13. Indemnification; Directors' and Officers' Insurance. (a) In the event
of any threatened or actual claim, action, suit, proceeding or investigation,
whether civil, criminal or administrative, including, without limitation, any
such claim, action, suit, proceeding or investigation in which any person who
is now, or has been at any time prior to the date of this Agreement, or who
becomes

A-29

prior to the Closing, a director, officer or employee of Petro or any of its
Subsidiaries, including, without limitation, the directors of Star Gas (the
"Indemnified Parties" or, individually, an "Indemnified Party") is, or is
threatened to be, made a party based in whole or in part on, or arising in
whole or in part out of, or pertaining to (i) the fact that he is or was a
director, officer or employee of Petro, any of Petro's Subsidiaries or any of
their respective predecessors or was prior to the Closing serving at the
request of any such party as a director, officer, employee, fiduciary or agent
of another corporation, partnership, trust or other enterprise or (ii) this
Agreement or any of the transactions contemplated hereby and thereby and all
actions taken by an Indemnified Party in connection herewith or therewith,
whether in any case asserted or arising before or after the Closing, the
parties hereto agree to cooperate and use their best efforts to defend against
and respond thereto. It is understood and agreed that after the Closing, Star
Partners shall indemnify and hold harmless, as and to the fullest extent
permitted by law, each such Indemnified Party against any losses, claims,
damages, liabilities, costs, expenses (including reasonable attorney's fees and
expenses in advance of the final disposition of any claim, suit, proceeding or
investigation to each Indemnified Party to the fullest extent permitted by law
upon receipt of an undertaking from such Indemnified Party to repay such
advanced expenses if it is finally and unappealably determined that such
Indemnified Party was not entitled to indemnification hereunder), judgments,
fines and amounts paid in settlement in connection with any such threatened or
actual claim, action, suit, proceeding or investigation, and in the event of
any such threatened or actual claim, action, suit, proceeding or investigation
(whether asserted or arising before or after the Closing), the Indemnified
Parties may retain counsel reasonably satisfactory to them after consultation
with Star Partners; provided, however, that (1) Star Partners shall have the
right to assume the defense thereof and upon such assumption Star Partners
shall not be liable to any Indemnified Party for any legal expenses of other
counsel or any other expenses subsequently incurred by any Indemnified Party in
connection with the defense thereof, except that if Star Partners elects not to
assume such defense, or counsel for the Indemnified Parties reasonably advises
the Indemnified Parties that there are or may be (whether or not any have yet
actually arisen) issues which raise conflicts of interest between Star Partners
and the Indemnified Parties, the Indemnified Parties may retain counsel
reasonably satisfactory to them, and Star Partners shall pay the reasonable
fees and expenses of such counsel for the Indemnified Parties, (2) Star
Partners shall be obligated pursuant to this paragraph to pay for only one firm
of counsel for all Indemnified Parties, (3) Star Partners shall not be liable
for any settlement effected without its prior written consent (which consent
shall not be unreasonably withheld) and (4) Star Partners shall have no
obligation hereunder to any Indemnified Party when and if a court of competent
jurisdiction shall ultimately determine, and such determination shall have
become final and nonappealable, that indemnification of such Indemnified Party
in the manner contemplated hereby is prohibited by applicable law. Any
Indemnified Party wishing to claim indemnification under this Section 6.13,
upon learning of any such claim, action, suit, proceeding or investigation,
shall notify Star Partners thereof provided that the failure to so notify shall
not affect the obligations of Star Partners under this Section 6.13 except (and
only) to the extent such failure to notify materially prejudices Star Partners.
Star Partners's obligations under this Section 6.10 shall continue in full
force and effect for a period of six (6) years from the Closing; provided,
however, that all rights to indemnification in respect of any claim (a "Claim")
asserted or made within such period shall continue until the final disposition
of such Claim.

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(b) Without limiting any of the obligations under paragraph (a) of this
Section 6.13, Star Partners agrees that all rights to indemnification and all
limitations of liability existing in favor of the Indemnified Parties as
provided in Petro's Amended and Restated Articles of Incorporation or Bylaws or
in the governing documents of any of Petro's Subsidiaries as in effect as of
the date of this Agreement with respect to matters occurring on or prior to the
Closing shall survive the Merger and shall continue in full force and effect,
without any amendment thereto, for a period of six (6) years from the Closing;
provided, however, that all rights to indemnification in respect of any Claim
asserted or made within such period shall continue until the final disposition
of such Claim; provided further, however, that nothing contained in this
Section 6.13(b) shall be deemed to preclude the liquidation, consolidation or
merger of Petro or any Company Subsidiary, in which case all of such rights to
indemnification and limitations on liability shall be deemed to so survive and
continue notwithstanding any such liquidation, consolidation or merger and
shall constitute rights which may be asserted against Star Partners. Nothing
contained in this Section 6.13(b) shall be deemed to preclude any rights to
indemnification or limitations on liability provided in Petro's Amended and
Restated Articles of Incorporation or Bylaws or the governing documents of any
of Petro's Subsidiaries with respect to matters occurring subsequent to the
Closing to the extent that the provisions establishing such rights or
limitations are not otherwise amended to the contrary.

(c) Star Partners shall use its reasonable best efforts to cause the persons
serving as officers and directors of Petro and Star Gas immediately prior to
the Closing to be covered for a period of six (6) years from the Closing by the
directors' and officers' liability insurance policy maintained by Petro
(provided that Star Partners may substitute therefor policies of at least the
same coverage and amounts containing terms and conditions which are not less
advantageous to such directors and officers of Petro than the terms and
conditions of such existing policy) with respect to acts or omissions occurring
prior to the Closing which were committed by such officers and directors in
their capacity as such provided that Star Partners shall not be required to pay
annual premiums in excess of the last annual premium paid by Petro prior to the
date hereof but in such case shall purchase as much coverage as reasonably
practicable for such amount.

(d) In the event Star Partners or any of its successors or assigns (i)
consolidates with or merges into any other person and shall not be the
continuing or surviving corporation or entity of such consolidation or merger
or (ii) transfers or conveys all or substantially all of its properties and
assets to any person, then, and in each such case, to the extent necessary,
proper provision shall be made so that the successors and assigns of Star
Partners shall assume the obligations set forth in this Section 6.13.

(e) The provisions of this Section 6.13 are intended to be for the benefit
of, and shall be enforceable by, each Indemnified Party and his or her heirs
and representatives.

6.14. Benefit Plans. The parties agree to take such actions with respect to
compensation and employee benefit plans, programs, arrangements and other
perquisites as are set forth on Section 6.14 of Petro's Disclosure Schedule.

6.15. Notification Of Certain Matters. Each of Petro and Star Partners shall
give prompt notice to the other of any fact, event or circumstance known to it
that (i) is reasonably likely,

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individually or taken together with all other facts, events and circumstances
known to it, to result in any Material Adverse Effect with respect to it or
(ii) would cause or constitute a material breach of any of its representations,
warranties, covenants or agreements contained herein.

6.16. New Director for Star Gas LLC. As soon as reasonably practicable
following the Effective Time, Star Gas LLC will appoint a new independent
director to serve on the Audit Committee of Star Gas LLC provided that Star Gas
LLC shall not appoint any such director to which William P. Nicoletti shall
have reasonably objected.

ARTICLE VII.
CONDITIONS TO CONSUMMATION OF THE MERGER

The obligations of each of the parties to consummate the Merger is
conditioned upon the satisfaction at or prior to the Closing of each of the
following:

7.1. Shareholder Vote. The Merger, the Partnership Agreement Amendments and
the other transactions contemplated hereby shall have been approved and adopted
by the affirmative vote of a Unit Majority (as defined in the Partnership
Agreement), and the Merger and the other transactions contemplated hereby shall
have been approved and adopted by the affirmative vote of the holders of a
majority of each class of Petro Common Stock and Petro Preferred Stock and a
majority of the Petro Class A Common Stock held by Persons other than Petro and
Affiliates of Petro. Holders of at least 100% of the Private Preferred Stock
and 90% of the Junior Preferred Stock shall have voted in favor of the Merger.

7.2. Governmental Approvals. Any waiting period (including any extended
waiting period arising as a result of a request for additional information by
the Federal Trade Commission or the U. S. Department of Justice) under the HSRA
shall have expired or been terminated. All other filings required to be made
prior to the Effective Time with, and all other consents, approvals, permits
and authorizations required to be obtained prior to the Effective Time from,
any Regulatory Authority in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby by the
parties hereto or their affiliates shall have been made or obtained, except
where the failure to obtain such consents, approvals, permits and
authorizations would not be reasonably likely to result in a Material Adverse
Effect on Star Partners or Petro or on the ability of Star Partners or Petro to
consummate the transactions contemplated by this Agreement.

7.3. No Injunction. No order, decree or injunction of any court or agency of
competent jurisdiction shall be in effect, and no law, statute or regulation
shall have been enacted or adopted, that enjoins, prohibits or makes illegal
consummation of any of the transactions contemplated hereby, and no action,
proceeding or investigation by any Regulatory Authority with respect to the
Merger or the other transactions contemplated hereby shall be pending that
seeks to restrain, enjoin, prohibit or delay consummation of the Merger or such
other transaction or to impose any material restrictions or requirements
thereon or on Star Partners or Petro with respect thereto; provided, however,
that prior to invoking this condition, each party shall have complied fully
with its obligations under Section 6.1.

7.4. Representations, Warranties And Covenants Of Star Partners. In the case
of Petro's obligation to consummate the Merger (i) each of the representations
and warranties contained herein of Star Partners shall be true and correct as
of the date of this Agreement and upon the Closing Date

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with the same effect as though all such representations and warranties had been
made on the Closing Date, except for any such representations and warranties
made as of a specified date, which shall be true and correct as of such date,
in any case subject to the standard set forth in Section 5.2, (ii) each and all
of the agreements and covenants of Star Partners to be performed and complied
with pursuant to this Agreement on or prior to the Closing Date shall have been
duly performed and complied with in all material respects, and (iii) Petro
shall have received a certificate signed by the Chief Financial Officer of the
General Partner, dated the Closing Date, to the effect set forth in clauses (i)
and (ii) of this Section 7.4.

7.5. Representations, Warranties And Covenants Of Petro. In the case of Star
Partners's obligation to consummate the Merger (i) each of the representations
and warranties contained herein of Petro shall be true and correct as of the
date of this Agreement and upon the Closing Date with the same effect as though
all such representations and warranties had been made on the Closing Date,
except for any such representations and warranties made as of a specified date,
which shall be true and correct as of such date, in any case subject to the
standard set forth in Section 5.2, (ii) each and all of the agreements and
covenants of Petro to be performed and complied with pursuant to this Agreement
on or prior to the Closing Date shall have been duly performed and complied
with in all material respects, and (iii) Star Partners shall have received a
certificate signed by the Chief Financial Officer of Petro, dated the Closing
Date, to the effect set forth in clauses (i) and (ii) of this Section 7.5.

7.6. Effective Merger Registration Statement. The Merger Registration
Statement shall have become effective under the Securities Act and no stop
order suspending the effectiveness of the Merger Registration Statement shall
have been issued and no proceedings for that purpose shall have been initiated
or threatened by the SEC or any other Regulatory Authority.

7.7. Opinion of Andrews & Kurth LLP. Star Partners and Petro shall have
received an opinion from Andrews & Kurth LLP to the effect that:

(a) the Merger and the transactions contemplated by this Agreement will
not result in the loss of limited liability of any limited partner of Star
Partners or Star Propane,

(b) the Merger and the transactions contemplated by this Agreement will
not cause Star Partners or Star Propane to be treated as an association
taxable as a corporation or otherwise to be taxed as an entity for federal
income tax purposes,

(c) the Merger Registration Statement accurately sets forth the material
federal income tax consequences to the holders of Common Units of the
transactions contemplated hereby.

7.8. Opinion of Petro's Counsel. In the case of Star Partner's obligation to
consummate the Merger, Star Partners shall have received an opinion from
Phillips Nizer Benjamin Krim & Ballon LLP, counsel to Petro, to the effect
that:

(a) Petro is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Minnesota with all requisite
corporate power and authority to own its properties and assets and to carry
on its business as presently conducted;

A-33

(b) Petro has all requisite corporate power and authority to effect the
Merger as contemplated by this Agreement; the Board of Directors and
shareholders of Petro have taken all action required by the MBCA and
Petro's Articles of Incorporation and Bylaws to authorize the Merger in
accordance with the terms of this Agreement; the execution and delivery of
this Agreement did not, and the consummation of the Merger will not,
violate any provision of Petro's Articles of Incorporation or Bylaws; and
upon the filing by the Surviving Corporation of the Articles of Merger with
the Secretary of State of the State of Minnesota, the Merger shall become
effective under the MBCA.

In rendering such opinions, such counsel may require and rely upon
representations and covenants including those contained in certificates of
officers of Star Partners, Petro and others and opinions of Minnesota counsel,
reasonably satisfactory in form and substance to such counsel.

7.9. NYSE Listing. The Senior Subordinated Units and Common Units issuable
pursuant to this Agreement and the Exchange Agreement shall have been approved
for listing on the NYSE, subject to official notice of issuance.

7.10. Affiliate Arrangements. Petro shall have taken reasonable action to
cause its Affiliates not to sell any securities received under the Merger
Agreement in violation of the registration requirements of the Securities Act,
including Rule 145 thereunder.

7.11. Fairness Opinion. In the case of Star Partner's obligation to
consummate the Merger, the Special Committee shall have received an opinion of
A.G. Edwards & Sons, Inc. to the effect that, as of the date of the Joint Proxy
Statement, the Merger and the transactions contemplated hereby are fair, from a
financial point of view, to the holders of Common Units (other than Petro and
its affiliates), and the opinion shall not have been withdrawn by A.G. Edwards
& Sons, Inc. In the case of Petro's obligation to consummate the Merger, Petro
shall have received an opinion of Dain Rauscher Wessels to the effect that, as
of the date of the Joint Proxy Statement, the Merger and the transactions
contemplated thereby are fair, from a financial point of view, to the non-
affiliated, public holders of Petro Common Stock, and the opinion shall not
have been withdrawn by Dain Rauscher Wessels.

7.12. Public Offerings. Star Partners shall have consummated the Equity
Offering and the Debt Offering, with the Cost of Capital not to exceed $27.5
million on an annual basis, and with the net proceeds therefrom applied to
reduce indebtedness of Petro outstanding prior to the Effective Time.

7.13. Refinancing Conditions. Immediately prior to the Restructuring
Transactions:

(a) The sum of (i) all indebtedness for borrowed money of Petro and its
Subsidiaries to be outstanding at the Effective Time except indebtedness
outstanding under Petro's working capital bank credit facility and (ii) the
repurchase or redemption price (including the value of the Junior Preferred
Stock, which shall be deemed to be $2.24 million) of all indebtedness for
borrowed money and Petro Preferred Stock to be repurchased or redeemed as
provided in the Refinancing Conditions less the amount, if any, by which
the Working Capital of Petro as of the most recent date for which internal
Petro financial statements are available (but in any event no more than 15
calendar days after the end of the preceding month) shall exceed the amount
of Working Capital of Petro required pursuant to Section 7.13(c), shall not
exceed $331,367,000;

A-34

(b) Petro and its subsidiaries shall have cash balances of not less than
$500,000;

(c) At the Closing Date, the Working capital of Petro as of the most
recent date for which internal Petro financial statements are available
(which date or the availability of Petro financial statements shall in any
event not be more than 15 calendar days after the end of the preceding
month) shall exceed the following amounts:

Petro
Working
Capital
Closing Date                       Requirement
------------                       -----------

February 15, 1999 to the date of availability of Febru-
ary 1999 Petro financial statements.................... $18,000,000
Date of availability of February 1999 Petro financial
statements to date of availability of March 1999 Petro
financial statements................................... $35,000,000
Date of availability of March 1999 Petro financial
statements to date of availability of April 1999 Petro
financial statements................................... $46,000,000

(d) Petro shall have cash balances in an amount equal to or not less than
(or shall have arranged for payment out of the proceeds of the Debt
Offering or the Equity Offering), and shall pay, all out-of-pocket costs
and expenses associated with the transactions contemplated by this
Agreement, including the underwriting discounts and commissions on the debt
and equity issued pursuant to the Debt Registration Statement and Equity
Registration Statement (excluding any over-allotment option), the financial
and advisory and fairness opinion fees incurred by Petro and Star Partners,
the legal, accounting and printing fees incurred by Petro and Star
Partners, all solicitation and exchange fees related to the retirement or
redemption of Petro debt or Petro Preferred Stock and all appraisals and
environmental reports;

(e) The Private Debt Conditions, 12 7/8% Preferred Stock Conditions, Public
Debt Conditions, 1989 Preferred Stock Conditions and Star Propane Debt
Conditions shall have been satisfied; and

(f) Star Partners shall have received a certificate signed by the Chief
Financial Officer of Petro, dated the Closing Date, to the effect set forth
in clauses (a) through (e) of this Section 7.11.

7.14. Dissenters' Rights. The shares of Petro Common Stock held by Dissenting
Common Holders shall not exceed 10% of the outstanding shares of Petro Common
Stock.

7.15. Covenant Not to Compete. Star Partners shall have received an agreement
from Irik Sevin substantially in the form of Exhibit H.

7.16. Working Capital Loan. Petro shall have entered into a working capital
credit facility of not less than $30 million reasonably satisfactory to the
Special Committee.

7.17. Debt Offering. The Special Committee shall not have reasonably objected
to the restrictive covenants governing the notes issued in the Debt Offering.

7.18. Restructuring Transactions. The Restructuring Transactions shall have
occurred on the terms provided in this Agreement.

A-35

7.19. Special Committee. The Special Committee shall not have withdrawn its
approval of this Agreement, the Merger and the transactions contemplated hereby
and thereby as of the date of the Joint Proxy Statement.

7.20. Custody Agreement. All of the Petro Insiders have executed a Custody
Agreement substantially in the form attached to the Exchange Agreement on or
prior to December 31, 1998.

ARTICLE VIII.
TERMINATION

8.1. Termination.

(a) This Agreement may be terminated, and the Merger may be abandoned at any
time prior to the Effective Time, whether prior to or after approval by the
Common Unitholders of Star Partners or the stockholders of Petro:

(i) Mutual Consent. By the mutual consent of Star Partners and Petro in a
written instrument, if the Board of Directors of Petro and the Special
Committee each so determines by vote of a majority of its members;

(ii) Breach. By Star Partners (upon the vote of the Special Committee) or
by Petro (upon the vote of a majority of the members of the Board of
Directors) (provided that the terminating party is not then in material
breach of any representation, warranty, covenant or other agreement
contained herein), in the event of either: (i) a breach by the other party
of any representation or warranty contained herein (subject to the standard
set forth in Section 5.02), which breach cannot be or has not been cured
within 30 days after the giving of written notice to the breaching party of
such breach or (ii) a material breach by the other party of any of the
covenants or agreements contained herein, which breach cannot be or has not
been cured within 30 days after the giving of written notice to the
breaching party of such breach;

(iii) No Approval. By Star Partners (upon the vote of the Special
Committee) or by Petro (upon the vote of a majority of the members of the
Board of Directors), if its Board of Directors (or the Special Committee in
the case of Star Partners) so determines by a vote of a majority of the
members of its entire Board, in the event (i) the approval under the HSRA
required for consummation of the Merger and the other transactions
contemplated by the Merger shall have been denied by final nonappealable
action or any governmental entity of competent jurisdiction shall have
issued a final nonappealable order enjoining or otherwise prohibiting the
consummation of the transactions contemplated by this Agreement; provided,
however, the party seeking termination shall have complied fully with its
obligations under Section 6.01(b) of this Agreement; or (ii) any
stockholder or unitholder approval required by Section 7.01 herein is not
obtained at the Petro Meeting or the Star Partners Meeting, and such
meetings (including adjournments and postponements) have been held; and

(iv) by either the Board of Directors of the General Partner or the Board
of Directors of Petro, if the Board of Directors of the other party shall
have withdrawn, modified or changed in a manner adverse to the terminating
party its approval or recommendation of this Agreement and the transactions
contemplated hereby.

A-36

(b) This Agreement shall be terminated if the Merger shall not have been
consummated on or prior to April 1, 1999 unless Star Partners (upon the vote of
the Special Committee) and Petro (upon the vote of a majority of the members of
the Board of Directors) elect to extend such termination date.

8.2. Effect Of Termination And Abandonment. In the event of termination of
this Agreement and the abandonment of the Merger pursuant to this Article VIII,
no party to this Agreement shall have any liability or further obligation to
any other party hereunder except (i) as set forth in Section 9.1 and (ii) that
termination will not relieve a breaching party from liability for any willful
breach of this Agreement giving rise to such termination.

ARTICLE IX.
MISCELLANEOUS

9.1. Survival. All representations, warranties, agreements and covenants
contained in this Agreement shall not survive the Closing or termination of
this Agreement if this Agreement is terminated prior to the Closing; provided,
however, if the Closing occurs, the agreements of the parties in Sections 3.4,
3.7, 6.15, 9.1, 9.4 and 9.8 shall survive the Closing, and if this Agreement is
terminated prior to the Closing, the agreements of the parties in Sections
6.6(b), 8.2, 9.1, 9.4, 9.5, 9.6, 9.7 and 9.8 shall survive such termination.

9.2. Waiver; Amendment. Subject to compliance with applicable law, prior to
the Closing, any provision of this Agreement may be (i) waived by the party
benefitted by the provision or (ii) amended or modified at any time, by an
agreement in writing between the parties hereto approved by their respective
Boards of Directors (and in the case of Star Partners, by the Special
Committee) and executed in the same manner as this Agreement. Prior to
submission of this Agreement for approval by the stockholders of Petro, Star
Partners may make such amendments as are permitted by Section 2.1, and Petro's
Board of Directors shall approve the supplements and amendments specified in
this sentence.

9.3. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to constitute an original.

9.4. Governing Law. This Agreement shall be governed by, and interpreted in
accordance with, the laws of the State of New York, without regard to the
conflict of law principles thereof (except to the extent that mandatory
provisions of federal law govern).

9.5. Expenses. Whether or not the Merger is consummated, all reasonable costs
and expenses incurred in connection with this Agreement and the transactions
contemplated hereby will be paid by Petro.

9.6. Confidentiality. Each of the parties hereto and their respective agents,
attorneys and accountants will maintain the confidentiality of all information
provided in connection herewith in accordance, and subject to the limitations
of, the Confidentiality Agreement.

9.7. Notices. All notices, requests and other communications hereunder to a
party shall be in writing and shall be deemed given if personally delivered,
telecopied (with confirmation) or mailed

A-37

by registered or certified mail (return receipt requested) to such party at its
address set forth below or such other address as such party may specify by
notice to the parties hereto.

If to Star Partners, to:

Star Gas Corporation
Clearwater House
2187 Atlantic Street
P.O. Box 120011
Stamford, CT 06912-0011
Fax: 203-328-739

With copies to:

Elizabeth K. Lanier
GE Power Systems
One River Road
Building 37, 6th Floor
Schenectady, NY 12345
Fax: 518-385-4725

William P. Nicoletti
Managing Director
McDonald & Company Securities, Inc.
One Evertrust Plaza
Jersey City, NJ 07032
Fax: 212-220-6149

Baker & Botts LLP
3000 One Shell Plaza 910 Louisiana
Houston, Tx 77002-4995
Attn: R. Joel Swanson, Esq.
Fax: 713-229-1522

If to Petro, to:

Petroleum Heat and Power Co., Inc.
2187 Atlantic Street--5th Fl.
P.O. Box 1457
Stamford, CT 06902
Fax: 203-328-7421

With copies to:

Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
Attn: Alan Shapiro, Esq.
Fax: 212-262-5152

A-38

9.8. Entire Understanding; No Third Party Beneficiaries. Except for the
Confidentiality Agreement, which shall remain in effect, this Agreement
represents the entire understanding of the parties hereto with reference to the
transactions contemplated hereby and supersedes any and all other oral or
written agreements heretofore made. Except for Sections 6.12 and 6.14, nothing
in this Agreement, expressed or implied, is intended to confer upon any person,
other than the parties hereto or their respective successors, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

9.9. Headings. The headings contained in this Agreement are for reference
purposes only and are not part of this Agreement.

A-39

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

PETROLEUM HEAT AND POWER CO., INC.

By: _________________________________
Name: William G. Powers, Jr.
Title: President

STAR GAS PARTNERS, L.P.
By: Star Gas Corporation

By: _________________________________
Name: Joseph P. Cavanaugh
Title: President

STAR GAS PROPANE, LP
By: Star Gas Corporation

By: _________________________________
Name: Joseph P. Cavanaugh
Title: President

PETRO/MERGECO, INC.

By: _________________________________
Name: William G. Powers, Jr.
Title: President

A-40

Annex B

EXCHANGE AGREEMENT

Agreement entered into as of this 17th day of October, 1998 ("Agreement") by
and among Star Gas Partners, L.P., a Delaware limited partnership ("Star
Partners"), and the shareholders of Petroleum Heat and Power Co., Inc., a
Minnesota corporation, ("Petro") who have executed this Agreement in such
capacity (individually a "Shareholder" and collectively the "Shareholders").

1. Recitals. This Agreement is entered into with reference to the following
facts:

1.1 Petro, Star Partners and certain direct and indirect subsidiaries of
Star Partners have this date entered into an Agreement and Plan of Merger
(the "Merger Agreement").

1.2 It is a condition to the Merger that immediately prior to the
Effective Time each of the Shareholders shall exchange (the "Exchange")
certain shares of Petro Class A Common Stock, par value $.10 per share, and
Petro Class C Common Stock, par value $.10 per share (collectively the
"Petro Common Stock") with Star Partners for certain units of Senior
Subordinated Limited Partnership Units ("Senior Subordinated Units") and
Junior Subordinated Partnership Units (the "Junior Subordinated Units" and
together with the Senior Subordinated Units, the "Subordinated Units"), all
as set forth on Exhibit 1.2 hereto, except that record and beneficial
ownership of certain shares of Class A Common Stock and Class C Common
Stock owned by Audrey Sevin, Irik Sevin, Wolfgang Traber, Hanseatic
Corporation and Hanseatic Americas LDS (collectively the "GP Group") as
contemplated under clause 6 of the definition of "Restructuring
Transactions" in the Merger Agreement will be transferred by the GP Group
to Star Gas LLC and by Star Gas LLC to Star Partners as part of the
Exchange.

1.3 As a condition to executing the Merger Agreement, Star Partners has
required that the Shareholders execute (i) this Agreement, pursuant to
which each of them agrees to exchange his Petro Common Stock with Star
Partners and Star Partners agrees to issue the Subordinated Units in
exchange for the Petro Common Stock, on the terms and conditions contained
herein and (ii) on or before December 31, 1998, a custody agreement of even
date between them and American Stock Transfer & Trust Company substantially
in the form of Exhibit 1.4 hereto (the "Custody Agreement").

1.4 All terms with initial capitals which are not defined herein shall
have the meaning assigned to them in the Merger Agreement.

2. Exchange of Petro Shares for Subordinated Units.

2.1 Subject to the terms and conditions of this Agreement, and
conditioned on the occurrence of the closing under the Merger Agreement, at
the closing under the Merger Agreement (the "Closing"), each of the
Shareholders agrees to transfer and convey to Star Partners the Petro
Common Stock indicated as owned by such Shareholder on Exhibit 1.2 and Star
Partners agrees to accept such transfers and conveyances and to issue to
each such Petro Shareholder the Subordinated Units issuable to such Petro
Shareholder at the Closing as set forth on Exhibit 1.2, except that the GP
Group agrees that on or before November 1, 1998 they will transfer to Star
Gas LLC those shares of Petro Common Stock specified on Exhibit 1.2 as

transferable to Star Gas LLC and will cause Star Gas LLC to execute a
Custody Agreement and to transfer and convey such Petro Common Stock to
Star Partners at the Closing.

2.2 As security for the performance of its obligations pursuant to
Section 2.1 each of the Petro Shareholders has entered into the Custody
Agreement.

3. Representations and Warranties of each of the Shareholders.

Each of the Shareholders represents and warrants to Star Partners:

3.1 Each Shareholder is the lawful owner of the number of Petro Shares
listed opposite the name of such Shareholder on Exhibit 1.2 free and clear
of all liens, restrictions, encumbrances and claims of any kind to Star
Partners.

3.2 Upon consummation of the Exchange, Star Partners will acquire good
title to all of the Petro Common Stock owned by such Shareholder, free and
clear of any liens, restrictions, encumbrances and claims of any kind
whatsoever.

4. Representations and Warranties of Star Partners.

4.1 Star Partners hereby represents and warrants to the Petro
Shareholders as follows:

(a) The Subordinated Units to be delivered to the Petro Shareholders at
the Closing, and the additional Senior Subordinated Units which may be
issued to holders of the Senior Subordinated Units upon Petro's achieving
certain specified performance levels during the period of five years
following the Closing ("Contingent Senior Subordinated Units"), (i) have
been duly authorized and will be, when issued to the Petro Shareholders in
accordance with the terms hereof, or in the case of the Contingent Senior
Subordinated Units, when issued in accordance with the terms of the Amended
and Restated Agreement of Limited Partnership of Star Partners (the
"Partnership Agreement"), validly issued in accordance with the Partnership
Agreement, fully paid (to the extent required under the Partnership
Agreement) and nonassessable (except as such nonassessability may be
affected by matters described in the Registration Statement relating to the
Merger Agreement under the caption "Description of the Partnership
Agreement--Limited Liability"), and (ii) in the case of the Senior
Subordinated Units, on the Closing Date shall be approved for trading on
the NYSE subject to official notice of issuance.

(b) Neither the execution and delivery of this Agreement nor (upon the
adoption of the amendments to the Partnership Agreement provided for in the
Merger Agreement) the consummation of the transactions contemplated hereby
will violate any provisions of the Partnership Agreement or other
organizational documents of Star Partners or be in conflict with, or
constitute a default (or an event which, with notice or lapse of time or
both, would constitute a default) under, or result in the termination of,
or accelerate the performance required by, or cause the acceleration of the
maturity of any debt or obligation pursuant to, or result in the creation
or imposition of any security interest, lien or other encumbrance upon any
property or assets of Star Partners, under any agreement or commitment to
which Star Partners is a party or by which Star Partners is bound, or
violate any applicable statute or law or any judgment, decree, order,
regulation or rule of any court or governmental authority.

B-2

(c) When delivered to the Shareholders pursuant to the Exchange, the
Senior Subordinated Units will be registered under the Securities Act of
1933, as amended (the "Securities Act") and will be transferable by the
Petro Shareholders free of any restrictions imposed by the Securities Act.

5. Representations and Acknowledgments of Shareholders Regarding the Junior
Subordinated Units

Each of the Shareholders hereby represents and acknowledges:

5.1 No Distribution.

The Junior Subordinated Units being acquired by such Shareholder as set
forth on Exhibit 1.2 are being acquired for his/its own account, for
investment and not with a view to or for resale in connection with any
"distribution" thereof as such term is used in connection with the
registration provisions of the Securities Act.

5.2 Legend.

The following legend shall be affixed to the certificates for Junior
Subordinated Units issued pursuant to this Agreement:

The securities represented by this Certificate have not been registered
under the Securities Act of 1933, as amended, nor the laws of any
state. Accordingly, these securities may not be offered, sold,
transferred, pledged or hypothecated in the absence of registration, or
the availability, in the opinion of counsel for the issuer, of an
exemption from registration under the Securities Act of 1933, as
amended, or the laws of any state. Therefore, the stock transfer agent
will effect transfer of this Certificate only in accordance with the
above instructions.

5.3 Review of Applicable Laws. Each Shareholder acknowledges that Star
Partners has informed him/it that the Junior Subordinated Units to be
received pursuant to the Exchange have not been registered under the
Securities Act and may not be sold until they have been registered or
unless an exemption from such registration is available.

5.4 Knowledge and Experience. Each Shareholder has the knowledge and
experience in the financial and business matters necessary for making an
informed decision on the merits and risk of his investment in the Junior
Subordinated Units.

6. Registration of Senior Subordinated Units. The Senior Subordinated
Units will be entitled to the registration rights provided in the
Partnership Agreement for the benefit of affiliates of the General Partner.

7. Termination. This Agreement may terminate under any of the following
circumstances:

7.1 If the Closing has not occurred on or before May 1, 1999, then any
party may terminate this Agreement by giving notice as provided in 7.9;

7.2 If Petro and Star Partners publicly announce that they have abandoned
the Merger, then this Agreement shall automatically terminate;

7.3 If the Merger Agreement is terminated, then this Agreement shall
automatically terminate;

B-3

7.4 At any time, by the written consent of all parties.

7. Miscellaneous.

7.1 Complete Agreement. This Agreement constitutes the entire agreement
of the parties hereto pertaining to the subject matter hereof and
supersedes all prior or contemporaneous conversations, understandings,
negotiations and discussions, whether oral or written, on the subject
matter. It can be amended only in writing signed by all parties. The
representations and warranties set forth herein shall survive the Closing.

7.2 Governing Law. This Agreement is intended to be performed in the
State of New York and shall be construed and enforced in accordance with
the laws of the State of New York.

7.3 The parties hereto agree that they will, at the expense of the
requesting party, from time to time execute and deliver any and all
additional and supplemental instruments, and do such other reasonable acts
and things which may be necessary or desirable to effect the purpose of
this Agreement and the transactions contemplated hereby.

7.4 Waiver by any of the parties hereto of any breach of, or exercise of
any right under this Agreement, shall not be deemed a waiver of similar or
other breaches or rights.

7.5 Captions and section headings used herein are for convenience only,
and are not a part of this Agreement, and shall not be used in construing
it.

7.6 All of the terms and provisions of this Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective transferees, successors and assigns. Neither party may assign
this Agreement or any interest therein.

7.7 Each Shareholder will indemnify and hold Star Partners harmless
against and in respect of any claims from brokerage or other commissions
relating to this Agreement or the transactions contemplated hereby
resulting from such Shareholder's own dealing with any person in connection
with the Exchange and Star Partners will indemnify and hold the
Shareholders harmless against and in respect of any claims from brokerage
or other commissions relating to this Agreement or the transactions
contemplated hereby resulting from its own dealing with any person in
connection with the Exchange.

7.8 This Agreement is intended to benefit only the parties hereto and
there shall be no third party beneficiaries of this Agreement.

7.9 Notices. All notices, requests and other communications hereunder to
a party shall be in writing and shall be deemed given if personally
delivered, telecopied (with confirmation) or mailed by registered or
certified mail (return receipt requested) to such party at its address set
forth below or such other address as such party may specify by notice to
the parties hereto.

B-4

If to Star Partners, to:

Star Gas Corporation
Clearwater House
2187 Atlantic Street
P.O. Box 120011
Stamford, CT 06912-0011
Fax: 203-328-7393
Attn: Joseph P. Cavanaugh, President

With copies to:

Baker & Botts
One Shell Plaza
910 Louisiana
Houston, TX 77002-4995
Fax: 713-229-1522
Attn: R. Joel Swanson, Esq.

If to a Shareholder:

To his Address set forth on the
Signature Page

With copies to:

Phillips Nizer Benjamin Krim & Ballon LLP
666 Fifth Avenue
New York, New York 10103-0084
Attn: Alan Shapiro, Esq.
Fax: 212-262-5152

Star Gas Partners, L.P.
by Star Gas Corporation, its General
Partner

By __________________________________
Joseph P. Cavanaugh, President

Shareholders:

- -------------------------------------     -------------------------------------
Irik P. Sevin                             Wolfgang Traber

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

B-5

- -------------------------------------     -------------------------------------
Audrey L. Sevin                           Paul Biddelman

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

- -------------------------------------     -------------------------------------
Phillip Ean Cohen                         Hubertus Langen

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

Brentwood Corporation                     United Capital Corp.

By: _________________________________     By: _________________________________

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

Barcell Corporation

By: _________________________________     -------------------------------------
Thomas J. Edelman

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

B-6

GABES SA                                  TORTOSA GmbH

By: _________________________________     By: _________________________________

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

Minneford Corp.                           MM Warburg & Co.

By: _________________________________     By: _________________________________

- -------------------------------------     -------------------------------------
Address                                   Address

- -------------------------------------     -------------------------------------

- -------------------------------------
Fernando Montero

- -------------------------------------
Address

- -------------------------------------

Hanseatic Americas LDC                    Hanseatic Corporation

By: _________________________________     By: _________________________________

- -------------------------------------
Richard O'Connell

- -------------------------------------
Address

- -------------------------------------

B-7

Exhibit 1.2

Shareholder                                       Class A   Class C    Total
- -----------                                      --------- --------- ----------

P. Cohen........................................   679,262   113,423    792,685
T. Edelman......................................   653,312   129,019    782,331
R. O'Connell.................................... 1,128,745   302,461  1,431,206
A. Sevin........................................ 1,876,863   477,716  2,354,579
I. Sevin........................................   740,438   201,641    942,079
W. Traber.......................................       --      9,038      9,038
Brentwood Corp..................................   681,873   120,985    802,858
Gabes S.A.......................................   597,617   124,314    721,931
Minneford Corp..................................    73,638    12,000     85,638
Fernando Montero................................       --     35,287     35,287
M.M. Warburg & Co...............................       --     31,808     31,808
Hanseatic Corp..................................       --    298,717    298,717
Hanseatic Americas LDC.......................... 1,777,279       --   1,777,279
Barcel Corp.....................................   605,151   151,231    756,382
Hubertus Langen.................................   734,473     9,038    740,511
Tortosa GmbH....................................       --    298,717    298,717
P. Biddelman....................................     2,386       --       2,386
United Capital Corp.............................    90,000       --      90,000
--------- --------- ----------
9,638,037 2,315,395 11,953,432
========= ========= ==========

All shareholders to receive senior subordinated units of Star Partners at the
ratio of .13064 per share, except A. Sevin, I. Sevin, W. Traber, Hanseatic
Corp. and Hanseatic Americas LDC, which will receive junior subordinated units
and general partner units at the ratio of .15920 per share.

B-8

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Annex C
AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP

OF

STAR GAS PARTNERS, L.P.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[] [/] Symbols denote language that has been stricken from this document.
- ------ Symbol denotes language that has been underlined on the Page.

TABLE OF CONTENTS

ARTICLE I

ORGANIZATIONAL MATTERS

Section  1.1  Formation and Continuation.................................     2[]1[/]
----------------
Section  1.2  Name.......................................................  []1[/]2
Section  1.3  Registered Office; Principal Office........................  []1[/]2
Section  1.4  Power of Attorney..........................................    2
Section  1.5  Term.......................................................  []3[/]4
Section  1.6  Possible Restrictions on Transfer..........................  []3[/]4

ARTICLE II

DEFINITIONS

ARTICLE III

PURPOSE

Section  3.1  Purpose and Business......................................  []22[/]25
Section  3.2  Powers....................................................  []22[/]26

ARTICLE IV

CONTRIBUTIONS AND UNITS

Section  4.1              Organization Contributions and Return.............   []22[/]26
** 1 Section []4.3[/] 4.2  Contributions by Initial Limited Partners.........   []24[/]27
Section []4.2[/]4.3       Contributions at the Effective Time; General
----------------------------------- 
Partner Contributions.............................   []23[/]27
* 1 moved from here; text not shown
Section  4.4              Issuances of Additional Partnership Securities....   []24[/]28
Section  4.5              Limitations on Issuance of Additional Partnership
Securities........................................   []25[/]29
Section  4.6              []Conversion of[/]Special Issuance of Senior
--------------------------
Subordinated Units and Conversion of Senior
--------------------
Subordinated Units and Junior Subordinated Units..   []26[/]30
------------------------------------------------ 
Section  4.7              Limited Preemptive Rights.........................   []27[/]31
Section  4.8              Splits and Combinations...........................   []27[/]31
Section  4.9              Capital Accounts..................................   []28[/]32
Section  4.10             Interest and Withdrawal...........................   []31[/]35

ARTICLE V

ALLOCATIONS AND DISTRIBUTIONS

Section  5.1  Allocations for Capital Account Purposes................  []31[/]35
Section  5.2  Allocations for Tax Purposes............................  []39[/]43
Section  5.3  Requirement and Characterization of Distributions.......  []42[/]45
Section  5.4  Distributions of Operating Surplus......................  []43[/]47
Section  5.5  Distributions of Cash from Capital Surplus..............  []44[/]49
Section  5.6   Adjustment of Minimum Quarterly Distribution and Target
Distribution Levels.....................................  []45[/]49

i

Section  5.7  Special Provisions Relating to the Senior Subordinated
------ 
Units and Junior Subordinated Units.....................   []45[/]49
----------------------------- 
Section  5.8  Entity-Level Taxation...................................  []45[/]50

ARTICLE []VI

MANAGEMENT AND OPERATION OF BUSINESS[/]

Section  6.1  Management..............................................  []46[/]50
Section  6.2  Certificate of Limited Partnership......................  []48[/]52
Section  6.3  Restrictions on General Partner's Authority.............  []49[/]53
Section  6.4  Reimbursement of the General Partner....................  []49[/]53
Section  6.5  Outside Activities......................................  []50[/]54
Section  6.6  Loans from the General Partner; Contracts with
Affiliates; Certain Restrictions on the General
Partner.................................................  []51[/]55
Section  6.7  Indemnification.........................................  []53[/]57
Section  6.8  Liability of Indemnitees................................  []55[/]58
Section  6.9  Resolution of Conflicts of Interest.....................  []55[/]59
Section  6.10 Other Matters Concerning the General Partner............  []57[/]60
Section  6.11 Title to Partnership Assets.............................  []58[/]61
Section  6.12 Purchase or Sale of Units...............................  []58[/]61
Section  6.13 Registration Rights.....................................         62
------------  --------------------------------------------------------         --
Section  6.14 Reliance by Third Parties...............................  []61[/]64

ARTICLE VII

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section  7.1  Limitation of Liability...................................  []61[/]65
Section  7.2  Management of Business....................................  []61[/]65
Section  7.3  Outside Activities........................................  []62[/]65
Section  7.4  Return of Capital.........................................  []62[/]65
Section  7.5  Rights of Limited Partners to the Partnership.............  []62[/]65

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section  8.1  Records and Accounting...................................  []63[/]66
Section  8.2  Fiscal Year..............................................  []63[/]66
Section  8.3  Reports..................................................  []63[/]67

ARTICLE IX

TAX MATTERS

Section  9.1  Tax Returns and Information...............................  []64[/]67
Section  9.2  Tax Elections.............................................  []64[/]67
Section  9.3  Tax Controversies.........................................  []65[/]68
Section  9.4  Withholding...............................................  []65[/]68

ii

ARTICLE X

CERTIFICATES

Section 10.1  Certificates............................................   []65[/]68
Section 10.2  Registration, Registration of Transfer and Exchange.....   []65[/]68
Section 10.3  Mutilated, Destroyed, Lost or Stolen Certificates.......   []66[/]69
Section 10.4  Record Holder...........................................   []67[/]70

ARTICLE XI

TRANSFER OF INTERESTS

Section 11.1  Transfer................................................   []67[/]70
Section 11.2  Transfer of a General Partner's Partnership Interest....   []68[/]70
Section 11.3  Transfer of Units.......................................   []68[/]71
Section 11.4  Restrictions on Transfers...............................   []69[/]71
Section 11.5  Citizenship Certificates; Non-citizen Assignees.........   []69[/]72
Section 11.6  Redemption of Interests.................................   []70[/]72

ARTICLE XII

ADMISSION OF PARTNERS

Section 12.1  Admission of Initial Limited Partners...................  []71[/]74
Section 12.2  Admission of Substituted Limited Partners...............  []72[/]74
Section 12.3  Admission of Successor General Partner..................  []72[/]74
Section 12.4  Admission of Additional Limited Partners................  []72[/]75
Section 12.5         Amendment of Agreement and Certificate of Limited
Partnership.............................................  []73[/]75

ARTICLE XIII

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 13.1  Withdrawal of the General Partner.......................  []73[/]75
Section 13.2  Removal of the General Partner..........................  []75[/]77
Section 13.3       Interest of Departing Partner and Successor General
Partner.................................................  []75[/]77
Section 13.4  Withdrawal of Limited Partners..........................  []77[/]78

ARTICLE XIV

DISSOLUTION AND LIQUIDATION

Section 14.1  Dissolution.............................................  []77[/]79
Section 14.2     Continuation of the Business of the Partnership After
Dissolution.............................................  []78[/]79
Section 14.3  Liquidator..............................................  []78[/]80
Section 14.4  Liquidation.............................................  []79[/]80
Section 14.5  Cancellation of Certificate of Limited Partnership......  []80[/]81
Section 14.6  Return of Contributions.................................  []80[/]81
Section 14.7  Waiver of Partition.....................................  []80[/]81
Section 14.8  Capital Account Restoration.............................  []80[/]81

iii

ARTICLE XV

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 15.1  Amendment to be Adopted Solely by General Partner.......  []80[/]82
Section 15.2  Amendment Procedures....................................  []82[/]83
Section 15.3  Amendment Requirements..................................  []82[/]83
Section 15.4  Meetings................................................  []83[/]84
Section 15.5  Notice of a Meeting.....................................  []84[/]84
Section 15.6  Record Date.............................................  []84[/]84
Section 15.7  Adjournment.............................................  []84[/]85
Section 15.8        Waiver of Notice; Approval of Meeting; Approval of
Minutes.................................................  []84[/]85
Section 15.9  Quorum..................................................  []85[/]85
Section 15.10 Conduct of Meeting......................................  []85[/]86
Section 15.11 Action Without a Meeting................................  []86[/]86
Section 15.12 Voting and Other Rights.................................  []86[/]87

[]ARTICLE XVI[/]

MERGER

Section 16.1  Authority................................................   []87[/]87
Section 16.2  Procedure for Merger or Consolidation....................   []87[/]87
Section 16.3  Approval by Limited Partners of Merger or Consolidation..   []88[/]88
Section 16.4  Certificate of Merger....................................   []88[/]88
Section 16.5  Effect of Merger.........................................   []89[/]89

ARTICLE XVII

RIGHT TO ACQUIRE UNITS

Section 17.1  Right to Acquire Units...................................  []89[/]89

ARTICLE XVIII

GENERAL PROVISIONS

Section 18.1  Addresses and Notices....................................   []91[/]91
Section 18.2  References...............................................   []92[/]92
Section 18.3  Pronouns and Plurals.....................................   []92[/]92
Section 18.4  Further Action...........................................   []92[/]92
Section 18.5  Binding Effect...........................................   []92[/]92
Section 18.6  Integration..............................................   []92[/]92
Section 18.7  Creditors................................................   []92[/]92
Section 18.8  Waiver...................................................   []92[/]92
Section 18.9  Counterparts.............................................   []93[/]92
Section 18.10 Applicable Law...........................................   []93[/]92
Section 18.11 Invalidity of Provisions.................................   []93[/]93
Section 18.12 Consent of Partners......................................   []93[/]93
EXHIBIT A...............................................................         A-1
------------------------------------------------------------------------         ---
EXHIBIT B...............................................................         B-1
------------------------------------------------------------------------         ---

iv

AMENDED AND RESTATED
--------------------
AGREEMENT OF LIMITED PARTNERSHIP OF
STAR GAS PARTNERS, L.P.

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF STAR GAS
--------------------
PARTNERS, L.P., dated as of            , [] 1995 [1] 1999, is entered into by
----
and among Star Gas Corporation; STAR GAS LLC, a Delaware corporation limited
------------------------             -------
liability company, as the General Partner, and [] William G. Powers, Jr., as
- ------------------                            
the Organizational Limited Partner, together with any other Persons who [1]

those Persons who are or become Partners in the Partnership or parties hereto
- ------------------------
as; provided, however, herein. In consideration of the covenants, conditions and
agreements contained herein, the parties hereto hereby agree as follows:

RECITALS:
---------

WHEREAS, Star Gas Corporation, a Delaware corporation and the initial general
-----------------------------------------------------------------------------
partner of the Partnership (the "Initial General Partner"), and certain other
- -----------------------------------------------------------------------------
parties organized the Partnership as a Delaware limited partnership pursuant to
- -------------------------------------------------------------------------------
an Agreement of Limited Partnership dated as of December 20, 1995 (the
- ----------------------------------------------------------------------
"Original Agreement"); and
- --------------------------

WHEREAS, the Partnership, the Operating Partnership, Petro and Mergeco have
---------------------------------------------------------------------------
entered into that Merger Agreement dated as of October 22, 1998 (the "Petro
- ---------------------------------------------------------------------------
Merger Agreement") providing for the merger (the "Merger") of Mergeco with and
- ------------------------------------------------------------------------------
into Petro; and     
- ---------------

WHEREAS, in order to effect the transactions contemplated by the Petro Merger
-----------------------------------------------------------------------------
Agreement, it is necessary to amend this Agreement as provided herein; and     
- --------------------------------------------------------------------------

WHEREAS, the Petro Merger Agreement and the transactions contemplated thereby
-----------------------------------------------------------------------------
(including, without limitation, the form of this Agreement and the amendments
- -----------------------------------------------------------------------------
effected hereby and the withdrawal of the Initial General Partner as the
- ------------------------------------------------------------------------
general partner of the Partnership and the Operating Partnership and the
- ------------------------------------------------------------------------
election of Star Gas LLC as the successor general partner of the Partnership
- ----------------------------------------------------------------------------
and the Operating Partnership) have been submitted to, and approved by the
- --------------------------------------------------------------------------
requisite vote of, the Limited Partners; and     
- --------------------------------------------

WHEREAS, the General Partner has the authority to adopt certain amendments to
-----------------------------------------------------------------------------
this Agreement without the approval of any Limited Partner or Assignee to
- -------------------------------------------------------------------------
reflect, among other things: (i) subject to the terms of Section 4.4, any
- -------------------------------------------------------------------------
change that is necessary or desirable in connection with the authorization for
- ------------------------------------------------------------------------------
issuance of any class or series of Partnership Securities pursuant to Section
- -----------------------------------------------------------------------------
4.4 and (ii) a change that, in the sole discretion of the General Partner, does
- -------------------------------------------------------------------------------
not adversely affect the Limited Partners in any material respect.
- ------------------------------------------------------------------

NOW, THEREFORE, the Original Agreement is hereby amended and, as so amended,
----------------------------------------------------------------------------
is restated in its entirety as follows:
- ---------------------------------------

ARTICLE I

ORGANIZATIONAL MATTERS

Section 1.1 Formation and Continuation.
------------
The Initial General Partner and the Organizational Limited Partner []hereby
-------                                                      
form[/] previously formed the Partnership as a limited partnership pursuant to
----------
the provisions of the Delaware Act. The General Partner and the Limited Partners
- --------------------------------------------------------------------------------
hereby amend and restate this Agreement in its entirety to continue the
- -----------------------------------------------------------------------
Partnership as a limited partnership pursuant to the provisions of the Delaware
- -------------------------------------------------------------------------------
Act and to set forth the rights and obligations of the Partners and certain
- ---------------------------------------------------------------------------
matters related thereto. This amendment and restatement shall become effective
- ------------------------------------------------------------------------------
on the date of this Agreement. Except as expressly provided to the contrary in
- ------------------------------
this agreement, the rights and obligations of the Partners and the
administration, dissolution and termination of the Partnership shall be
governed by the Delaware Act. All Partnership Interests shall constitute
personal property of the owner thereof for all purposes.     

Section 1.2 Name.

The name of the Partnership []shall be[/] is "Star Gas Partners, L.P." The
--
Partnership's business may be conducted under any other name or names deemed
necessary or appropriate by the General Partner, including the name of the
General Partner. The words "Limited Partnership," "L.P.," "Ltd." or similar
words or letters shall be included in the Partnership's name where necessary
for the purpose of complying with the laws of any jurisdiction that so
requires. The General Partner in its sole discretion may change the name of the
Partnership at any time and from time to time and shall notify the Limited
Partners of such change in the next regular communication to the Limited
Partners.

Section 1.3 Registered Office; Principal Office.

Unless and until changed by the General Partner, the registered office of the
Partnership in the State of Delaware shall be located at 32 Loockerman Square,
Suite L-100, Dover, Delaware 19904, and the registered agent for service of
process on the Partnership in the State of Delaware at such registered office
shall be The Prentice-Hall Corporation System, Inc. The principal office of the
Partnership shall be located at, and the address of the General Partner shall
be, 2187 Atlantic Street, Stamford, []CT[/] Connecticut 06902, or such other
-----------
place as the General Partner may from time to time designate by notice to the
Limited Partners. The Partnership may maintain offices at such other place or
places within or outside the State of Delaware as the General Partner deems
necessary or appropriate.

Section 1.4 Power of Attorney.

(a) Each Limited Partner and each Assignee hereby constitutes and appoints
each of the General Partner and, if a Liquidator shall have been selected
pursuant to Section 14.3, the Liquidator, severally (and any successor to
either thereof by merger, transfer, assignment, election or otherwise) and each
of their authorized officers and attorneys-in-fact, with full power of
substitution, as his true and lawful agent and attorney-in-fact, with full
power and authority in his name, place and stead, to:

(i) execute, swear to, acknowledge, deliver, file and record in the
appropriate public offices (A) all certificates, documents and other
instruments (including this Agreement and the

C-2

Certificate of Limited Partnership and all amendments or restatements
thereof) that the General Partner or the Liquidator deems necessary or
appropriate to form, qualify or continue the existence or qualification of
the Partnership as a limited partnership (or a partnership in which the
limited partners have limited liability) in the State of Delaware and in
all other jurisdictions in which the Partnership may conduct business or
own property; (B) all certificates, documents and other instruments that
the General Partner or the Liquidator deems necessary or appropriate to
reflect, in accordance with its terms, any amendment, change, modification
or restatement of this Agreement; (C) all certificates, documents and other
instruments (including conveyances and a certificate of cancellation) that
the General Partner or the Liquidator deems necessary or appropriate to
reflect the dissolution and liquidation of the Partnership pursuant to the
terms of this Agreement; (D) all certificates, documents and other
instruments relating to the admission, withdrawal, removal or substitution
of any Partner pursuant to, or other events described in, Articles XI, XII,
XIII and XIV; (E) all certificates, documents and other instruments
relating to the determination of the rights, preferences and privileges of
any class or series of Partnership Securities issued pursuant to Section
4.4; and (F) all certificates, documents and other instruments (including
agreements and a certificate of merger) relating to a merger or
consolidation of the Partnership pursuant to Article XVI; and

(ii) execute, swear to, acknowledge, deliver, file and record all
ballots, consents, approvals, waivers, certificates, documents and other
instruments necessary or appropriate, in the sole discretion of the General
Partner or the Liquidator, to make, evidence, give, confirm or ratify any
vote, consent, approval, agreement or other action that is made or given by
the Partners hereunder or is consistent with the terms of this Agreement or
is necessary or appropriate, in the sole discretion of the General Partner
or the Liquidator, to effectuate the terms or intent of this Agreement;
provided, that when required by Section 15.3 or any other provision of this
Agreement that establishes a percentage of the Limited Partners or of the
Limited Partners of any class or series required to take any action, the
General Partner or the Liquidator may exercise the power of attorney made
in this Section 1.4(a)(ii) only after the necessary vote, consent or
approval of the Limited Partners or of the Limited Partners of such class
or series, as applicable.     

Nothing contained in this Section 1.4(a) shall be construed as authorizing the
General Partner to amend this Agreement except in accordance with Article XV or
as may be otherwise expressly provided for in this Agreement.     

(b) The foregoing power of attorney is hereby declared to be irrevocable and
a power coupled with an interest, and it shall survive and not be affected by
the subsequent death, incompetency, disability, incapacity, dissolution,
bankruptcy or termination of any Limited Partner or Assignee and the transfer
of all or any portion of such Limited Partner's or Assignee's Partnership
Interest and shall extend to such Limited Partner's or Assignee's heirs,
successors, assigns and personal representatives. Each such Limited Partner or
Assignee hereby agrees to be bound by any representation made by the General
Partner or the Liquidator acting in good faith pursuant to such power of
attorney; and each such Limited Partner or Assignee hereby waives any and all
defenses that may be available to contest, negate or disaffirm the action of
the General Partner or the Liquidator taken in good faith under such power of
attorney. Each Limited Partner or Assignee shall execute and deliver to the
General Partner or the Liquidator, within 15 days after receipt of the

C-3

General Partner's or the Liquidator's request therefor, such further
designation, powers of attorney and other instruments as the General Partner or
the Liquidator deems necessary to effectuate this Agreement and the purposes of
the Partnership.

Section 1.5 Term.

The Partnership commenced upon the filing of the Certificate of Limited
Partnership in accordance with the Delaware Act and shall continue in existence
until the close of Partnership business on December 31, 2085, or until the
earlier dissolution of the Partnership in accordance with the provisions of
Article XIV.

Section 1.6 Possible Restrictions on Transfer.

The General Partner may impose restrictions on the transfer of Partnership
Interests if a subsequent Opinion of Counsel determines that such restrictions
are necessary to avoid a significant risk of the Partnership's or the Operating
Partnership's becoming taxable as a corporation or otherwise as an entity for
federal income tax purposes. The restrictions may be imposed by making such
amendments to this Agreement as the General Partner in its sole discretion may
determine to be necessary or appropriate to impose such restrictions; provided,
however, that any amendment that the General Partner believes, in the exercise
of its reasonable discretion, could result in the delisting or suspension of
trading of any class of Units on any National Securities Exchange on which such
class of Units is then traded must be approved by the holders of at least a
majority of the Outstanding Units of such class.     

ARTICLE II

DEFINITIONS

The following definitions shall be for all purposes, unless otherwise clearly
indicated to the contrary, applied to the terms used in this Agreement.     

"Acquisition" means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of
investment) control over all or a portion of the assets, properties or business
of another Person for the purpose of increasing the operating capacity of the
Partnership Group from the operating capacity of the Partnership Group existing
immediately prior to such transaction.     

"Additional Book Basis" means the portion of any remaining Carrying Value of
an Adjusted Property that is attributable to positive adjustments made to such
Carrying Value as a result of Book-Up Events. For purposes of determining the
extent to which Carrying Value constitutes Additional Book Basis:

(i) Any negative adjustment made to the Carrying Value of an Adjusted
Property as a result of either a Book-Down Event or a Book-Up Event shall
first be deemed to offset or decrease that portion of the Carrying Value of
such Adjusted Property that is attributable to any prior positive
adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.

C-4

(ii) If Carrying Value that constitutes Additional Book Basis is reduced
as a result of a Book-Down Event and the Carrying Value of other property
is increased as a result of such Book-Down Event, an allocable portion of
any such increase in Carrying Value shall be treated as Additional Book
Basis; provided that the amount treated as Additional Book Basis pursuant
hereto as a result of such Book-Down Event shall not exceed the amount by
which the Aggregate Remaining Net Positive Adjustments after such Book-Down
Event exceeds the remaining Additional Book Basis attributable to all of
the Partnership's Adjusted Property after such Book-Down Event (determined
without regard to the application of this clause (ii) to such Book-Down
Event).

"Additional Book Basis Derivative Items" means any Book Basis Derivative
Items that are computed with reference to Additional Book Basis. To the extent
that the Additional Book Basis attributable to all of the Partnership's
Adjusted Property as of the beginning of any taxable period exceeds the
Aggregate Remaining Net Positive Adjustments as of the beginning of such period
(the "Excess Additional Book Basis"), the Additional Book Basis Derivative
Items for such period shall be reduced by the amount that bears the same ratio
to the amount of Additional Book Basis Derivative Items determined without
regard to this sentence as the Excess Additional Book Basis bears to the
Additional Book Basis as of the beginning of such period.

[]"Additional Capital Contribution Obligation" has the meaning assigned to such
term in Section 4.2(b).[/]

"Additional Limited Partner" means a Person admitted to the Partnership as a
Limited Partner pursuant to Section 12.4 and who is shown as such on the books
and records of the Partnership.

"Adjusted Capital Account" means the Capital Account maintained for each
Partner as of the end of each fiscal year of the Partnership, (a) increased by
any amounts that such Partner is obligated to restore under the standards set
by Treasury Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to
restore under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and
(b) decreased by (i) the amount of all losses and deductions that, as of the
end of such fiscal year, are reasonably expected to be allocated to such
Partner in subsequent years under Sections 704(e)(2) and 706(d) of the Code and
Treasury Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all
distributions that, as of the end of such fiscal year, are reasonably expected
to be made to such Partner in subsequent years in accordance with the terms of
this Agreement or otherwise to the extent they exceed offsetting increases to
such Partner's Capital Account that are reasonably expected to occur during (or
prior to) the year in which such distributions are reasonably expected to be
made (other than increases as a result of a minimum gain chargeback pursuant to
Section 5.1(d)(i) or 5.1(d)(ii)). The foregoing definition of Adjusted Capital
Account is intended to comply with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
The "Adjusted Capital Account" in respect of a Common Unit, a Senior
------
Subordinated Unit, a Junior Subordinated Unit, a General Partner Unit or any
---------------------------------------------------
other specified interest in the Partnership shall be the amount that such
Adjusted Capital Account would be if such Common Unit, a Senior Subordinated
--------
Unit, a Junior Subordinated Unit, a General Partner Unit or other interest in
- ---------------------------------------------------
the Partnership were the only interest in the Partnership held by a Partner.

"Adjusted Distributable Cash" has the meaning assigned to such term in
----------------------------------------------------------------------
Section 5.3(b).
- --------------- 
C-5

"Adjusted Operating Surplus" for any period means Operating Surplus generated
during such period as adjusted to (a) decrease Operating Surplus by (i) any net
increase in Working Capital Borrowings during such period and (ii) any net
-       -       -
reduction in cash reserves for Operating Expenditures during such period and
[] (iii) any capital contribution pursuant to the Additional Capital
Contribution Obligation [/] not relating to an Operating Expenditure made during
----------------------------------------------------
such period, and (b) increase Operating Surplus by (i) any net decrease in
- ------------
Working Capital Borrowings during such period and (ii) any net increase in cash
reserves for Operating Expenditures during such period required by any debt
instrument for the repayment of principal, interest or premium. [] Solely with
respect to the test of the Reduction Threshold, Operating Surplus will be
increased by any net increases in cash reserves for Operating Expenditures
(other than any increase already taken into account in (b)(ii) above) during
such period.[/] Adjusted Operating Surplus does not include that portion of
Operating Surplus included in clause (a)(i) of the definition of Operating
Surplus.     

"Adjusted Property" means any property the Carrying Value of which has been
adjusted pursuant to Section 4.9(d)(i) or 4.9(d)(ii). [] Once an Adjusted
Property is deemed distributed by, and recontributed to, the Partnership for
federal income tax purposes upon a termination thereof pursuant to Section 708
of the Code, such property shall thereafter constitute a Contributed Property
until the Carrying Value of such property is subsequently adjusted pursuant to
Section 4.9(d)(i) or 4.9(d)(ii). [/]

"Affiliate" means, with respect to any Person, any other Person that directly
or indirectly through one or more intermediaries controls, is controlled by or
is under common control with, the Person in question. As used herein, the term
"control" means the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.

"Aggregate Remaining Net Positive Adjustments" means as of the end of any
taxable period, the sum of the Remaining Net Positive Adjustments of all the
Partners.

"Agreed Allocation" means any allocation, other than a Required Allocation,
of an item of income, gain, loss or deduction pursuant to the provisions of
Section 5.1, including, without limitation, a Curative Allocation (if
appropriate to the context in which the term "Agreed Allocation" is used).

"Agreed Value" of any Contributed Property means the fair market value of
such property or other consideration at the time of contribution as determined
by the General Partner using such reasonable method of valuation as it may
adopt. []; provided, however, that the Agreed Value of any property deemed
contributed to the Partnership for federal income tax purposes upon termination
and reconstitution thereof pursuant to Section 708 of the Code shall be
determined in accordance with Section 4.9(c)(i). [/] Subject to Section
4.9(c)(i), the General Partner shall, in its sole discretion, use such method as
it deems reasonable and appropriate to allocate the aggregate Agreed Value of
Contributed Properties contributed to the Partnership in a single or integrated
transaction among each separate property on a basis proportional to the fair
market value of each Contributed Property.

"Agreement" means this Amended and Restated Agreement of Limited Partnership
--------------------
of Star Gas Partners, L.P., as it may be amended, supplemented or restated from
time to time.

C-6

"Assignee" means a Non-citizen Assignee or a Person to whom one or more Units
representing a Limited Partner Interest have been transferred in a manner
- ---------------------------------------
permitted under this Agreement and who has executed and delivered a Transfer
Application as required by this Agreement, but who has not become a Substituted
Limited Partner.

"Associate" means, when used to indicate a relationship with any Person, (a)
any corporation or organization of which such Person is a director, officer or
partner or is, directly or indirectly, the owner of 20% or more of any class of
voting stock or other voting interest; (b) any trust or other estate in which
-------------------------
such Person has at least a 20% beneficial interest or as to which such Person
serves as trustee or in a similar fiduciary capacity; and (c) any relative or
spouse of such Person, or any relative of such spouse, with [] who has [/] the
----
same residence as such Person.

"Audit Committee" means a committee of the Board of Directors of the General
Partner composed entirely of two or more directors who are neither members,
-------
officers nor employees of the General Partner or members, stockholders (other
----------------------------
than holders of Common Units or Senior Subordinated Units), officers, directors
- -----------------------------------------------------------
or employees of any Affiliate of the General Partner.

"Available Cash," as to any Quarter ending before the Liquidation Date, means

(a) the sum of (i) all cash and cash equivalents of the Partnership Group on
hand at the end of such Quarter and (ii) all additional cash and cash
equivalents of the Partnership Group on hand on the date of determination of
Available Cash with respect to such Quarter resulting from Working Capital
---------------
Borrowings subsequent to the end of such Quarter, less
- ----------

(b) the amount of cash reserves that is necessary or appropriate in the
reasonable discretion of the General Partner to (i) provide for the proper
conduct of the business of the Partnership Group (including reserves for future
capital expenditures) subsequent to such Quarter, (ii) provide funds for
distributions under Sections 5.4(a)(i), (ii) and (iii) or 5.4(b)(i) in respect
of any one or more of the next four Quarters, or (iii) comply with applicable
law or any debt instrument or other agreement or obligation to which any member
of the Partnership Group is a party or its assets are subject; provided,
-----------
however, that the General Partner may not establish cash reserves for
- ---------------------------------------------------------------------
distributions pursuant to Section 5.4(a)(iii) unless the General Partner has
- ----------------------------------------------------------------------------
determined that in its judgment the establishment of reserves will not prevent
- ------------------------------------------------------------------------------
the Partnership from distributing the Minimum Quarterly Distribution on all
- ---------------------------------------------------------------------------
Common Units and any Common Unit Arrearages thereon with respect to the 
- -----------------------------------------------------------------------
next four Quarters; and, provided, further, that disbursements made by a Group
- ------------------------------------------------------------------------------
Member or cash reserves established, increased or reduced after the end of such
- -------------------------------------------------------------------------------
Quarter but on or before the date of determination of Available Cash with
- -------------------------------------------------------------------------
respect to such Quarter shall be deemed to have been made, established,
- -----------------------------------------------------------------------
increased or reduced, for purposes of determining Available Cash, within such
- -----------------------------------------------------------------------------
Quarter if the General Partner so determines.     
- ---------------------------------------------

Notwithstanding the foregoing, "Available Cash" with respect to the Quarter
---------------------------------------------------------------------------
in which the Liquidation Date occurs and any subsequent Quarter shall equal
- ---------------------------------------------------------------------------
zero.
- -----

"Book Basis Derivative Items" means any item of income, deduction, gain, or
loss included in the determination of Net Income, Net Loss, Net Termination
Gain or Net Termination Loss that is computed with reference to the Carrying
Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss
with respect to an Adjusted Property).

C-7

"Book-Down Event" means an event which triggers a negative adjustment to the
Capital Accounts of the Partners pursuant to Section 4.9(d).

* 2 moved from here; text not shown

"Book-Tax Disparity" means with respect to any item of Contributed Property
or Adjusted Property, as of the date of any determination, the difference
between the Carrying Value of such Contributed Property or Adjusted Property
and the adjusted basis thereof for federal income tax purposes as of such date.
A Partner's share of the Partnership's Book-Tax Disparities in all of its
Contributed Property and Adjusted Property will be reflected by the difference
between such Partner's Capital Account balance as maintained pursuant to
Section 4.9 and the hypothetical balance of such Partner's Capital Account
computed as if it had been maintained strictly in accordance with federal
income tax accounting principles.

** 2 "Book-Up Event" means an event which triggers a positive adjustment to
the Capital Accounts of the Partners pursuant to Section 4.9(d).

"Business Day" means Monday through Friday of each week, except that a legal
holiday recognized as such by the government of the United States or the states
of New York or Connecticut shall not be regarded as a Business Day.

"Capital Account" means the capital account maintained for a Partner pursuant
to Section 4.9. The "Capital Account" in respect of a Common Unit, a Senior
------
Subordinated Unit, a Junior Subordinated Unit, a General Partner Unit or any
----  --------------------------    ---------------  
other specified interest in the Partnership shall be the amount which such
Capital Account would be if such Common Unit, Senior Subordinated Unit, Junior
------              ----        
Subordinated Unit, General Partner Unit or other interest in the Partnership
- -----------------  ---------------
were the only interest in the Partnership held by a [] Limited [/] Partner.

"Capital Contribution" means any cash, cash equivalents or the Net Agreed
Value of Contributed Property that a Partner contributes or has contributed to
------------------
the Partnership pursuant to this Agreement and the Conveyance and Contribution
------------------
[] Agreement or Sections 4.1, 4.2, 4.3, 4.4, 4.9(c)(i), 13.3(c) or 14.8. [/]
Agreements.

"Capital Improvements" means (a) additions or improvements to the capital
assets owned by any Group Member or (b) the acquisition of existing or the
construction of new capital assets (including retail distribution outlets,
propane tanks, pipeline systems, storage facilities and related assets), made
to increase the operating capacity of the Partnership Group from the operating
capacity of the Partnership Group existing immediately prior to such addition,
improvement, acquisition or construction.

"Capital Surplus" has the following meaning: all Available Cash distributed
by the Partnership from any source will be treated as distributed from
Operating Surplus until the sum of all Available Cash distributed since the
commencement of the Partnership equals the Operating Surplus as of the end of
the Quarter prior to such distribution. Any excess Available Cash will be
deemed to be Capital Surplus.

"Carrying Value" means (a) with respect to a Contributed Property, the Agreed
Value of such property reduced (but not below zero) by all depreciation,
amortization and cost recovery deductions

C-8

charged to the Partners' and Assignees' Capital Accounts in respect of such
Contributed Property, and (b) with respect to any other Partnership property,
the adjusted basis of such property for federal income tax purposes, all as of
the time of determination. The Carrying Value of any property shall be adjusted
from time to time in accordance with Sections 4.9(d)(i) and 4.9(d)(ii) and to
reflect changes, additions or other adjustments to the Carrying Value for
dispositions and acquisitions of Partnership properties, as deemed appropriate
by the General Partner.

"Cause" means a court of competent jurisdiction has entered a final, non-
appealable judgment finding the General Partner liable for actual fraud, gross
negligence or willful or wanton misconduct in its capacity as general partner
of the Partnership.

"Certificate" means a certificate, (i) substantially in the form of Exhibit A
---
[] to this Agreement [/] hereto with respect to Common Units and Exhibit B
-------------------------------------------------
hereto with respect to Senior Subordinated Units or (ii) issued in global form
- ------------------------------------------------    --------------------------
in accordance with the rules and regulations of the Depositary, or (iii) in such
- ------------------------------------------------------------------------
other form as may be adopted by the General Partner in its sole discretion,
issued by the Partnership evidencing ownership of one or more Common Units or
--
Senior Subordinated Units, as the case may be, or a certificate, in such form as
- ---------------------------------------------
may be adopted by the General Partner in its sole discretion, issued by the
Partnership evidencing ownership of one or more other Units.

"Certificate of Limited Partnership" means the Certificate of Limited
Partnership filed with the Secretary of State of the State of Delaware as
referenced in Section 6.2, as such Certificate of Limited Partnership may be
amended, supplemented or restated from time to time.

"Citizenship Certification" means a properly completed certificate in such
form as may be specified by the General Partner by which an Assignee or a
Limited Partner certifies that he (and if he is a nominee holding for the
account of another Person, that to the best of his knowledge such other Person)
is an Eligible Citizen.

"Claim" has the meaning assigned to such term in Section 6.13(c).

[] "Closing Date" means the first date on which Common Units are sold by the
Partnership to the Underwriters pursuant to the provisions of the Underwriting
Agreement. [/] "Class A Common Unit" means a Unit representing a fractional part
-----------------------------------------------------------------
of the Partnership Interests of all Limited Partners and Assignees and having
- -----------------------------------------------------------------------------
the rights and obligations specified with respect to Class A Common Units in
- ----------------------------------------------------------------------------
this Agreement; no Class A Common Units shall be outstanding until the
- ----------------------------------------------------------------------
expiration of the Subordination Period, at which time all Common Units
- ----------------------------------------------------------------------
Outstanding immediately prior to the expiration of the Subordination Period
- ---------------------------------------------------------------------------
shall be redesignated as Class A Common Units.
- ---------------------------------------------

[] "Closing Price" has the meaning assigned to such term in Section 17.1(a). [/]
"Class B Common Unit" means a Unit representing a fractional part of the
- ------------------------------------------------------------------------
Partnership Interests of all Limited Partners and Assignees and having the
- --------------------------------------------------------------------------
rights and obligations specified with respect to Class B Common Units in this
- -----------------------------------------------------------------------------
Agreement; no Class B Common Units shall be outstanding until the expiration of
- -------------------------------------------------------------------------------
the Subordination Period, at which time each Outstanding Senior Subordinated
- ----------------------------------------------------------------------------
Unit and Junior Subordinated Unit shall convert into one Class B Common Unit.
- -----------------------------------------------------------------------------

"Closing Price" for any day means the last sale price on such day, regular
--------------------------------------------------------------------------
way, or in case no such sale takes place on such day, the average of the
- ------------------------------------------------------------------------
closing bid and asked prices on such day, regular way, in either case as
- ------------------------------------------------------------------------
reported in the principal consolidated transaction reporting system with
- ------------------------------------------------------------------------

C-9

respect to securities listed or admitted to trading on the principal National
- -----------------------------------------------------------------------------
Securities Exchange (other than the Nasdaq Stock Market) on which the Units of
- ------------------------------------------------------------------------------
such class are listed or admitted to trading or, if the Units of such class are
- -------------------------------------------------------------------------------
not listed or admitted to trading on any National Securities Exchange (other
- ----------------------------------------------------------------------------
than the Nasdaq Stock Market), the last quoted price on such day or, if not so
- ------------------------------------------------------------------------------
quoted, the average of the high bid and low asked prices on such day in the
- ---------------------------------------------------------------------------
over-the-counter market, as reported by the Nasdaq Stock Market or such other
- -----------------------------------------------------------------------------
system then in use, or, if on any such day the Units of such class are not
- --------------------------------------------------------------------------
quoted by any such organization, the average of the closing bid and asked
- -------------------------------------------------------------------------
prices on such day as furnished by a professional market maker making a market
- ------------------------------------------------------------------------------
in the Units of such class selected by the Board of Directors of the General
- ----------------------------------------------------------------------------
Partner, or if on any such day no market maker is making a market in the Units
- ------------------------------------------------------------------------------
of such class, the fair value of such Units on such day as determined
- ---------------------------------------------------------------------
reasonably and in good faith by the Board of Directors of the General Partner.
- ------------------------------------------------------------------------------

"Code" means the Internal Revenue Code of 1986, as amended and in effect from
time to time. Any reference herein to a specific section or sections of the
Code shall be deemed to include a reference to any corresponding provision of
future law.

"Combined Interest" has the meaning assigned to such term in Section 13.3(a).

"Commission" means the Securities and Exchange Commission.

* 4 moved from here; text not shown

"Common Unit" means a Unit representing a fractional part of the Partnership
----------------------------------------------------------------------------
Interests of all Limited Partners and Assignees and having the rights and
- -------------------------------------------------------------------------
obligations specified with respect to Common Units in this Agreement. All
- -------------------------------------------------------------------------
references herein to Common Units after the expiration of the Subordination
- ---------------------------------------------------------------------------
Period shall be deemed to be references to both Class A Common Units and Class
- ------------------------------------------------------------------------------
B Common Units, unless otherwise indicated.
- -------------------------------------------

"Common Unit Arrearage" means, with respect to any Common Unit, whenever
issued, and as to any Quarter within the Subordination Period, the excess, if
any, of (a) the Minimum Quarterly Distribution then in effect with respect to
--------------
such Common Unit over (b) the sum of all Available Cash distributed with
respect to such Common Unit in respect of such Quarter pursuant to Section
5.4(a)(i).

"Contributed Property" means each property or other asset, in such form as
may be permitted by the Delaware Act, but excluding cash, contributed to the
Partnership (or deemed contributed to the Partnership on termination and
reconstitution thereof pursuant to Section 708 of the Code). Once the Carrying
Value of a Contributed Property is adjusted pursuant to Section 4.9(d), such
property shall no longer constitute a Contributed Property, but shall be deemed
an Adjusted Property.

[] "Contribution" means any cash, cash equivalents or the Net Agreed Value of
any other property or asset that a Partner contributes to the Partnership
pursuant to the [/] "Conveyance and Contribution Agreements" means collectively,
-----------------------------------------------------------

(i) that certain Conveyance and Contribution Agreement, dated as of the
- ----------------                                        ---------------
Effective Time, among the Partnership, the Operating Partnership, Petro and the
- -------------------------------------------------------------------------------
General Partner and (ii) [] Article IV or Section 13.3(c). [/]
- ------------------------ 
C-10

[]"Conveyance and Contribution Agreement" means[/] that certain Conveyance and
Contribution Agreement, []dated as of the Closing Date, between Star Gas,[/]
among the Partnership, the Operating Partnership and certain other parties[/],
- -----
Petro and Petro Holdings, together with the additional conveyance documents and
- ------------------------
instruments contemplated or referenced thereunder.

"Cumulative Common Unit Arrearage" means, with respect to any Common Unit,
whenever issued, and as of the end of any Quarter, the excess, if any, of (a)
the sum resulting from adding together the Common Unit Arrearage as to a Unit
issued in the Initial Offering for each of the Quarters within the
Subordination Period ending on or before the last day of such Quarter over (b)
the sum of any distributions theretofore made pursuant to Section 5.4(a)(ii)
with respect to such Common Unit (including any distributions to be made in
respect of the last of such Quarters).

"Curative Allocation" means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 5.1(d)(xi).

"Current Market Price" [] has the meaning assigned to such term in Section
17.1(a). as of any date of any class of Units listed or admitted to trading on
---------------------------------------------------------------------
any National Securities Exchange means the average of the daily Closing Prices
- ------------------------------------------------------------------------------
per Unit of such class for the 20 consecutive Trading Days immediately prior to
- -------------------------------------------------------------------------------
such date.
- ---------

"Debt Offering" means the offering and sale by Petro of $     million Senior
----------------------------------------------------------------------------
Subordinated Notes due       .
- ------------------------------

"Delaware Act" means the Delaware Revised Uniform Limited Partnership Act, 6
Del C. (S)17-(S)17-101, et seq., as amended, supplemented or restated from time
to time, and any successor to such statute.

"Departing Partner" means a former General Partner from and after the
effective date of any withdrawal or removal of such former General Partner
pursuant to Section 13.1 or 13.2.

"Depositary" means with respect to any Units issued in global form, the
-----------------------------------------------------------------------
Depository Trust Company and its successors and permitted assigns.
- ------------------------------------------------------------------

"EBITDA" means operating income plus depreciation, amortization and non-cash
---------------------------------------------------------------------------
charges (excluding expenses related to the consummation of the Merger and the
- -----------------------------------------------------------------------------
transactions contemplated thereby).
- ----------------------------------

"Economic Risk of Loss" has the meaning set forth in Treasury Regulation
Section 1.752-2(a).

"Effective Time" means the effective time of the Merger, which shall be the
--------------------------------------------------------------------------
later to occur of (i) the filing in the office of the Secretary of State of the
- -------------------------------------------------------------------------------
State of Delaware of a properly executed certificate of merger and (ii) the
- ---------------------------------------------------------------------------
filing with the Department of State of Minnesota of properly executed articles
- ------------------------------------------------------------------------------
of merger, or such later date and time as may be set forth in such certificate
- ------------------------------------------------------------------------------
of merger and articles of merger.
- --------------------------------

"Eligible Citizen" means a Person qualified to own interests in real property
in jurisdictions in which any Group Member does business or proposes to do
business from time to time, and whose status as a Limited Partner or Assignee
does not or would not subject such Group Member to a significant risk of
cancellation or forfeiture of any of its properties or any interest therein.

"Equity Offering" means the offering and sale by the Partnership of Common
-------------------------------------------------------------------------
Units to the public, as described in the Equity Registration Statement.
- ----------------------------------------------------------------------

C-11

** 3 "Equity Registration Statement" means the Registration Statement on Form
------
S-3 (Registration No. []33-98490)[/]-333-68329), as it has been or as it may be
amended or supplemented from time to time, filed by the Partnership with the
Commission under the Securities Act to register the offering and sale of the
Common Units in the []Initial[/] Equity Offering.
------

"Event of Withdrawal" has the meaning assigned to such term in Section
13.1(a).

"First Liquidation Target Amount" has the meaning assigned to such term in
Section 5.1(c)(i)(5).
------------  

"First Target Distribution" means $0.604 per Unit[] (or, with respect to the
period commencing on the Closing Date and ending on March 31, 1996, the product
of $0.604 multiplied by a fraction of which the numerator is the number of days
in such period and of which the denominator is 91),[/] subject to adjustment in
accordance with Sections 5.6 and 5.8.

"General Partner" means Star Gas LLC, a Delaware limited liability company,
------------------------------------------
and its successor as general partner of the Partnership.

"General Partner Interest" means the ownership interest of the General
- -------------------------------------------------------------------------------
Partner in the Partnership (in its capacity as a general partner without
- -------------------------------------------------------------------------------
reference to any Limited Partner Interest held by it) which is evidenced by
- -------------------------------------------------------------------------------
General Partner Units and includes any and all benefits to which the General
- -------------------------------------------------------------------------------
Partner is entitled as provided in this Agreement, together with all
- -------------------------------------------------------------------------------
obligations of the General Partner to comply with the terms and provisions of
- -------------------------------------------------------------------------------
this Agreement.
- --------------

"General Partner Unit" means a Unit representing a fractional part of the
- -------------------------------------------------------------------------------
General Partner Interest and having the rights and obligations specified with
- -------------------------------------------------------------------------------
respect to the General Partner Interest.
- ---------------------------------------

"Group" means a Person that with or through any of its Affiliates or
Associates has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent given to such Person in response to a proxy or consent solicitation
made to 10 or more Persons) or disposing of any Partnership Securities with any
other Person that beneficially owns, or whose Affiliates or Associates
beneficially own, directly or indirectly, Partnership Interests.

"Group Member" means a member of the Partnership Group.

"Holder" has the meaning assigned to such term in Section 6.13(a).

[]"Incentive Distribution" means any amount of cash distributed to the General
Partner, in its capacity as general partner of the Partnership, pursuant to
Sections 5.4(a)(v), (vi) or (vii) and Sections 5.4(b)(iii), (iv) or (v) which
exceeds an amount equal to 1.0% of the aggregate amount of cash then being
distributed pursuant to such provisions.[/]

"includes" means includes, without limitation, and "including" means
including, without limitation.

"Indemnified Persons" has the meaning assigned to such term in Section
6.13(c).

C-12

"Indemnitee" means (a) the General Partner, any Departing Partner, any Person
who is or was an Affiliate of the General Partner or any Departing Partner, (b)
any Person who is or was an officer, director, employee, partner, agent or
trustee of the General Partner or any Departing Partner or any such Affiliate,
or (c) any Person who is or was serving at the request of the General Partner
or any Departing Partner or any such Affiliate as a director, officer,
employee, partner, agent, fiduciary or trustee of another Person; provided that
a Person shall not be an Indemnitee pursuant to this clause (c) by reason of
providing, on a fee-for-services basis, trustee, fiduciary or custodial
services.

"Initial Closing Date" means December 20, 1995.
---------------------------------------------- 

"Initial Common Units" means the Common Units sold in the Initial Offering.

"Initial General Partner" means Star Gas Corporation, a Delaware corporation.
---------------------------------------------------------------------------- 

"Initial Limited Partners" means Star Gas, Silgas, Inc. and Silgas of
Illinois, Inc. [](with respect to the Subordinated Units received by them
pursuant to Section 4.2) and the[/] and the Initial Underwriters, in each case
---------------   
upon being admitted to the Partnership in accordance with Section 12.1.

"Initial Offering" means the initial offering and sale of Common Units to the
public on December 20, 1995, as described in the Initial Registration
--------------------                      -------
Statement.

"Initial Overallotment Closing Date" means January 18, 1996.
--------------------------------------------------

"Initial Registration Statement" means the Registration Statement on Form S-l
(Registration No. 33-98490), as amended or supplemented from time to time,
filed by the Partnership with the Commission under the Securities Act to
register the offering and sale of the Initial Common Units in the Initial
Offering.

"Initial Underwriters" means each person named as an underwriter in the
Initial Offering.

"Initial Unit Price" means (a) []the initial public offering price per Common
Unit at which the Underwriters offered the Common Units to the public for sale
as set forth on the cover page of the prospectus first issued at or after the
time the Registration Statement first became effective[/] with respect to each
--------------------
Common Unit, Senior Subordinated Unit, Junior Subordinated Unit and General
- ---------------------------------------------------------------------------
Partner Unit, $22.00 or (b) with respect to any other class or series of Units,
- --------------------
the price per Unit at which such class or series of Units is initially sold by
the Partnership, as determined by the General Partner, in each case adjusted as
the General Partner determines to be appropriate to give effect to any
distribution, subdivision or combination of Units.

"Interim Capital Transactions" means the following transactions if they occur
prior to the Liquidation Date: (a) borrowings, refinancings or refundings of
indebtedness and sales of debt securities (other than []Working Capital
purposes[/] Working Capital Borrowings and other than for items purchased on
--------------------------
open account in the ordinary course of business) by any Group Member; (b) sales
of equity interests (including Common Units sold to the Underwriters pursuant to
the exercise of the Overallotment Option, []but excluding the contributions made
pursuant to the Additional Capital Contribution Obligation[/]) by any Group
Member; and (c) sales or other voluntary or involuntary dispositions of any
assets of any Group Member other than (x) sales or other dispositions of     

C-13

inventory in the ordinary course of business, (y) sales or other dispositions
of other current assets, including receivables and accounts in the ordinary
course of business, and (z) sales or other dispositions of assets as part of
normal retirements or replacements.

** 4 "[]Common[/] Junior Subordinated Unit" means a Unit representing a
fractional part of the Partnership Interests of all Limited Partners and
Assignees and having the rights and obligations specified with respect to Common
Junior Subordinated Units in this Agreement.
- -------------------

[]"Issue Price" means the price at which a Unit is purchased from the
Partnership, after taking into account any sales commission or underwriting
discount charged to the Partnership. [/]"Limited Partner" means, unless the
context otherwise requires, (a) the Organizational Limited Partner, each Initial
Limited Partner, each Substituted Limited Partner, each Additional Limited
Partner and any Departing Partner upon the change of its status from General
Partner to Limited Partner pursuant to Section 13.3; and (b) solely for purposes
of Articles IV, V, VI and IX and Sections 14.3 and 14.4, each Assignee.

"Limited Partner Interest" means the ownership interest of a Limited Partner
----------------------------------------------------------------------------
in the Partnership which is evidenced by Common Units, Senior Subordinated
- --------------------------------------------------------------------------
Units and Junior Subordinated Units or other Partnership Securities and
- -----------------------------------------------------------------------
includes any and all benefits to which a Limited Partner is entitled as
- -----------------------------------------------------------------------
provided in this Agreement, together with all obligations of a Limited Partner
- ------------------------------------------------------------------------------
to comply with the terms and provisions of this Agreement.
- ----------------------------------------------------------

"Liquidation Date" means (a) in the case of an event giving rise to the
dissolution of the Partnership of the type described in clauses (a) and (b) of
the first sentence of Section 14.2, the date on which the applicable time
period during which the holders of Outstanding Units have the right to elect to
reconstitute the Partnership and continue its business has expired without such
an election being made, and (b) in the case of any other event giving rise to
the dissolution of the Partnership, the date on which such event occurs.

"Liquidator" means the General Partner or other Person approved pursuant to
Section 14.3 who performs the functions described therein.

"Maintenance Capital Expenditures" means cash capital expenditures made to
maintain, up to the level thereof that existed at the time of such expenditure,
the operating capacity of the capital assets of the Partnership Group, as such
assets existed at the time of such expenditure and shall, therefore, not
include cash capital expenditures made in respect of Acquisitions and Capital
Improvements. Where cash capital expenditures are made in part to maintain the
operating capacity level referred to in the immediately preceding sentence and
in part for other purposes, the General Partner's good faith allocation thereof
between the portion used to maintain such operating capacity level and the
portion used for other purposes shall be conclusive.

"Mergeco" has the meaning assigned to such term in the introductory paragraph
-----------------------------------------------------------------------------
to this Agreement.
- ------------------ 
"Merger" has the meaning assigned to such term in the introductory paragraph
----------------------------------------------------------------------------
to this Agreement.
- ------------------ 

C-14

"Merger Agreement" has the meaning assigned to such term in Section 16.1.

"Minimum Quarterly Distribution" means []$0.55[/] $0.575 per Unit per
Quarter [] (or with respect to [/], subject to adjustment in accordance with
Sections 5.6 and 5.8; provided, however, the Minimum Quarterly Distribution with
respect to the Senior Subordinated Units, Junior Subordinated Units and General
Partner Units for the period commencing on the [] Closing Date [/]Effective Time
and ending on []March 31, 1996, [/] June 30, 1999, shall be equal to the product
of [] $0.55[/] $0.575 multiplied by a fraction of which the numerator is the
number of days in such period and of which the denominator is 91 []), subject to
adjustment in accordance with Sections 5.6 and 5.8.[/]     

"National Securities Exchange" means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time, and any successor to such
statute, or the Nasdaq Stock Market or any successor thereto.

"Net Agreed Value" means, (a) in the case of any Contributed Property, the
Agreed Value of such property reduced by any liabilities either assumed by the
Partnership upon such contribution or to which such property is subject when
contributed, and (b) in the case of any property distributed to a Partner or
Assignee by the Partnership, the Partnership's Carrying Value of such property
(as adjusted pursuant to Section 4.9(d)(ii)) at the time such property is
distributed, reduced by any indebtedness either assumed by such Partner or
Assignee upon such distribution or to which such property is subject at the
time of distribution, in either case, as determined under Section 752 of the
Code.

"Net Income" means, for any taxable year, the excess, if any, of the
Partnership's items of income and gain (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of loss and deduction (other
than those items taken into account in the computation of Net Termination Gain
or Net Termination Loss) for such taxable year. The items included in the
calculation of Net Income shall be determined in accordance with Section 4.9(b)
and shall not include any items specially allocated under Section 5.1(d);
provided that the determination of the items that have been specially allocated
under Section 5.1(d) shall be made as if Section 5.1(d)(xii) were not in the
Agreement.

"Net Loss" means, for any taxable year, the excess, if any, of the
Partnership's items of loss and deduction (other than those items taken into
account in the computation of Net Termination Gain or Net Termination Loss) for
such taxable year over the Partnership's items of income and gain (other than
those items taken into account in the computation of Net Termination Gain or
Net Termination Loss) for such taxable year. The items included in the
calculation of Net Loss shall be determined in accordance with Section 4.9(b)
and shall not include any items specially allocated under Section 5.1(d);
provided that the determination of the items that have been specially allocated
under Section 5.1(d) shall be made as if Section 5.1(d)(xii) were not in the
Agreement.

"Net Positive Adjustments" means, with respect to any Partner, the excess, if
any, of the total positive adjustments over the total negative adjustments made
to the Capital Account of such Partner pursuant to Book-Up and Book-Down
Events.

"Net Termination Gain" means, for any taxable year, the sum, if positive, of
all items of income, gain, loss or deduction recognized by the Partnership
(including, without limitation, such

C-15

amounts recognized through the Operating Partnership) after the Liquidation
Date. The items included in the determination of Net Termination Gain shall be
determined in accordance with Section 4.9(b) and shall not include any items of
income, gain or loss specially allocated under Section 5.1(d).

"Net Termination Loss" means, for any taxable period, the sum, if negative,
of all items of income, gain, loss or deduction recognized by the Partnership
(including, without limitation, such amounts recognized through the Operating
Partnership) after the Liquidation Date. The items included in the
determination of Net Termination Loss shall be determined in accordance with
Section 4.9(b) and shall not include any items of income, gain or loss
specially allocated under Section 5.1(d).

"Non-citizen Assignee" means a Person whom the General Partner has determined
in its sole discretion does not constitute an Eligible Citizen and as to whose
Partnership Interest the General Partner has become the Substituted Limited
Partner, pursuant to Section 11.5.

"Non-competition Agreement" means that certain non-competition agreement
[] between Petroleum Heat and Power Co., Inc. ("Petro") and the Partnership
pursuant to which Petro has agreed with the Partnership that neither Petro nor
any of its Affiliates will 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 (i) 15% of the
Partnership'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 or (ii) 15 million gallons of propane. Petro's Pro Forma Propane
Volume means the actual propane volumes sold by Petro and any of its Affiliates
(other than the Partnership) 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 by 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. Petro and the Partnership have further agreed
pursuant to the Non-competition Agreement that in the event that Petro or an
Affiliate owns a propane business, Petro or such Affiliate may not accept as a
customer any person who is a customer of the Partnership. [/] among Irik. P.
Sevin, the Partnership and the Operating Partnership.

"Nonrecourse Built-in Gain" means with respect to any Contributed Properties
or Adjusted Properties that are subject to a mortgage or pledge securing a
Nonrecourse Liability, the amount of any taxable gain that would be allocated
to the Partners pursuant to Sections 5.2(b)(i)(1), 5.2(b)(ii)(1) and
-              -
5.2(b)(iii) if such properties were disposed of in a taxable transaction in
full satisfaction of such liabilities and for no other consideration.

"Nonrecourse Deductions" means any and all items of loss, deduction or
expenditures (described in Section 705(a)(2)(B) of the Code) that, in
accordance with the principles of Treasury Regulation Section 1.704-2(b), are
attributable to a Nonrecourse Liability.

"Nonrecourse Liability" has the meaning set forth in Treasury Regulation
Section 1.752-1(a)(2).

"Notice of Election to Purchase" has the meaning assigned to such term in
Section 17.1(b).

C-16

"Old Subordinated Units" means the Subordinated Units issued to the Initial
---------------------------------------------------------------------------
General Partner on the Initial Closing Date.
- --------------------------------------------

"Operating Expenditures" means all Partnership Group expenditures, including
taxes, reimbursements of the General Partner, debt service payments, and
capital expenditures, subject to the following:

(a) Payments (including prepayments) of principal and premium on a debt shall
not be an Operating Expenditure if the payment is (i) required in connection
with the sale or other disposition of assets or (ii) made in connection with
the refinancing or refunding of indebtedness with the proceeds from new
indebtedness or from the sale of equity interests. For purposes of the
foregoing, at the election and in the reasonable discretion of the General
Partner, any payment of principal or premium shall be deemed to be refunded or
refinanced by any indebtedness incurred or to be incurred by the Partnership
Group within 180 days before or after such payment to the extent of the
principal amount of such indebtedness.

(b) Operating Expenditures shall not include (i) capital expenditures made
for Acquisitions or for Capital Improvements, (ii) payment of transaction
expenses relating to Interim Capital Transactions [] or (iii) [/], (iii)
----------
payment of transaction expenses related to the Merger and the transactions
- --------------------------------------------------------------------------
contemplated thereby or (iv) distributions to Partners. Where capital
- ----------------------------
expenditures are made in part for Acquisitions or Capital Improvements and in
part for other purposes, the General Partner's good faith allocation between the
amounts paid for each shall be conclusive.

"Operating Partnership" means Star Gas Propane, L.P., a Delaware limited
partnership, and any successors thereto.

"Operating Partnership Agreement" means the Amended and Restated Agreement of
Limited Partnership of the Operating Partnership, as it may be amended,
supplemented or restated from time to time.

"Operating Surplus," as to any period ending before the Liquidation Date,
means

(a) the sum of (i) $[16,732,482] million plus all cash of the Partnership
Group on hand as of the close of business on the Initial Closing Date [] and
-------            
[/], (ii) all the cash receipts of the Partnership Group for the period
beginning on the Initial Closing Date and ending with the last day of such
-------
period, other than cash receipts from Interim Capital Transactions (except to
----------
the extent specified in Section 5.5) and (iii) all cash receipts of the
- -----------------------------------------------------------------------
Partnership Group after the end of such period but on or before the date of
- ---------------------------------------------------------------------------
determination of Operating Surplus with respect to such period resulting from
- -----------------------------------------------------------------------------
Working Capital Borrowings, less     
- --------------------------------

(b) the sum of (i) Operating Expenditures for the period beginning on the
Initial Closing Date and ending with the last day of such period, and (ii) the
amount of cash reserves that is necessary or advisable in the reasonable
discretion of the General Partner to provide funds for future Operating
Expenditures; provided, however, that disbursements made (including
-----------------------------------------------------
contributions to a Group Member or disbursements on behalf of a Group Member)
- -----------------------------------------------------------------------------
or cash reserves established, increased or reduced after the end of such period
- -------------------------------------------------------------------------------
but on or before the date of determination of Available Cash with respect to
- ----------------------------------------------------------------------------
such period shall be deemed to have been made, established, increased or
- ------------------------------------------------------------------------
reduced, for purposes of determining Operating Surplus, within such period if
- -----------------------------------------------------------------------------
the General Partner so determines.
- ----------------------------------

C-17

Notwithstanding the foregoing, "Operating Surplus" with respect to the Quarter
- ------------------------------------------------------------------------------
in which the Liquidation Date occurs and any subsequent Quarter shall equal
- ---------------------------------------------------------------------------
zero.     
- ----- 
"Opinion of Counsel" means a written opinion of counsel (who may be regular
counsel to []Star Gas any Affiliate of Star Gas, the Partnership or the General
Partner)[/] the Partnership, the General Partner or any of its Affiliates)
--------------------------------------------------------------
acceptable to the General Partner in its reasonable discretion.

"Organizational Limited Partner" means William G. Powers, Jr., in his
capacity as the organizational limited partner of the Partnership.     

"Original Agreement" has the meaning assigned to such term in the Recitals to
-----------------------------------------------------------------------------
this Agreement.
- ---------------

"Outstanding" means, with respect to Partnership Securities, all Partnership
Securities that are issued by the Partnership and reflected as outstanding on
the Partnership's books and records as of the date of determination.

"Overallotment Option" means the overallotment option granted to the
Underwriters by the Partnership pursuant to the Underwriting Agreement.

"Parity Units" means Common Units and all other Units having rights to
distributions or in liquidation ranking on a parity with the Common Units.

"Partner Nonrecourse Debt" has the meaning set forth in Treasury Regulation
Section 1.704-2(b)(4).

"Partner Nonrecourse Debt Minimum Gain" has the meaning set forth in Treasury
Regulation Section 1.704-2(i)(2).

"Partner Nonrecourse Deductions" means any and all items of loss, deduction
or expenditure (including, without limitation, any expenditure described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of
Treasury Regulation Section 1.704-2(i), are attributable to a Partner
Nonrecourse Debt.

"Partners" means the General Partner and the Limited Partners.

"Partnership" means Star Gas Partners, L.P., a Delaware limited partnership,
and any successors thereto.

"Partnership Group" means the Partnership, the Operating Partnership and any
Subsidiary of either such entity, treated as a single consolidated entity.

"Partnership Interest" means an interest in the Partnership, which shall
[]include general partner interests, Common Units, Subordinated Units or other
Partnership Securities, or a combination thereof or interest therein, as the
case may be. [/] General Partner Interests and Limited Partner Interests.
--------------------------------------------------------
"Partnership Minimum Gain" means that amount determined in accordance with
the principles of Treasury Regulation Section 1.704-2(d).

C-18

"Partnership Security" means any class or series of Unit, any option, right,
warrant or appreciation rights relating thereto, or any other type of equity
interest that the Partnership may lawfully issue, or any unsecured or secured
debt obligation of the Partnership that is convertible into any class or series
of equity interests of the Partnership.

"Percentage Interest" means as of the date of such determination (a) []as to
the General Partner, 1%, (b),[/] as to any []Limited[/] Partner or Assignee
holding Units, the product of (i) []99%[/] 100% less the percentage applicable
----
to paragraph (c) (b) multiplied by (ii) the quotient of the number of Units held
by such []Limited[/] Partner or Assignee divided by the total number of all
Outstanding Units, and (c)(b) as to the holders of additional Partnership
Securities issued by the Partnership in accordance with Section []4.3[/] 4.4,
the percentage established as a part of such issuance.

[]"Permitted Investments" means securities with a maturity of one year or less
that are (x) direct obligations of the United States of America for the payment
of which its full faith and credit is pledged, (y) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed as
a full faith and credit obligation by the United States of America, which, in
either case, are not callable or redeemable at the option of the issuer thereof
or (z) securities of mutual or similar funds which invest exclusively in
securities of the type permitted under clauses (x) and (y) above, in each case
having assets in excess of $100 million.[/]

"Person" means an individual or a corporation, limited liability company,
--------------------------
partnership, joint venture, trust, unincorporated organization, association or
-----
other entity.

"Per Unit Capital Amount" means, as of any date of determination, the Capital
Account, stated on a per Unit basis, underlying any Unit held by a Person
[]other than the General Partner or any Affiliate.[/]

"Petro" means Petroleum Heat and Power Co., Inc., a Minnesota corporation, an
-----------------------------------------------------------------------------
indirect subsidiary of the Operating Partnership.
- -------------------------------------------------

"Petro Adjusted Operating Surplus" means, with respect to any four-Quarter
-------------------------------------------------------------------------
period, the Adjusted Operating Surplus generated by Petro (which for purposes
- -----------------------------------------------------------------------------
of this definition includes all subsidiaries of the Partnership primarily
- -------------------------------------------------------------------------
engaged in the home heating oil business) during such four-Quarter period, as
- -----------------------------------------------------------------------------
determined in good faith by a majority of the members of the Board of Directors
- -------------------------------------------------------------------------------
of the General Partner []who holds Units. [/](with the concurrence of the Audit
- -------------------------------------------------------------------------------
Committee). In calculating Petro Adjusted Operating Surplus, (i) debt service
- -----------------------------------------------------------------------------
(including the payment of principal, interest and premium) on all debt incurred
- -------------------------------------------------------------------------------
or assumed by Petro or any of its Affiliates, the proceeds of which are used by
- -------------------------------------------------------------------------------
or for the benefit of Petro (including the proceeds from the Debt Offering),
- ----------------------------------------------------------------------------
shall be included to the extent such debt service is included in the
- --------------------------------------------------------------------
calculation of Operating Surplus, and (ii) debt service (including the payment
- ------------------------------------------------------------------------------
of principal, interest and premium) on all debt incurred or assumed by Petro or
- -------------------------------------------------------------------------------
any of its Affiliates, the proceeds of which are not used by or for the benefit
- -------------------------------------------------------------------------------
of Petro, shall be excluded.
- ---------------------------- 
[]"Pro Rata" [/]"Petro Class A Common Stock" means the Class A Common Stock, par
----------------------------------------------------------------
value $.10 per share, of Petro.
- ------------------------------- 

C-19

"Petro Class C Common Stock" means the Class C Common Stock, par value $.10
---------------------------------------------------------------------------
per share, of Petro.
- -------------------- 

"Petro Holdings" means Petro Holdings, Inc., a Minnesota corporation, a
-----------------------------------------------------------------------
wholly-owned indirect subsidiary of the Operating Partnership.
- --------------------------------------------------------------

"Petro Merger Agreement" has the meaning set forth in the Recitals to this
--------------------------------------------------------------------------
Agreement.
- ---------- 
"Petro Units," with respect to any date, means the sum of (i) the excess of
---------------------------------------------------------------------------
the number of Units outstanding at the Effective Time over the number of Units
- ------------------------------------------------------------------------------
outstanding immediately prior to the Effective Time (assuming the simultaneous
- ------------------------------------------------------------------------------
closing of the Equity Offering), (ii) the number of Units issued by the
- -----------------------------------------------------------------------
Partnership thereafter to the extent the net proceeds of which are contributed
- ------------------------------------------------------------------------------
to Petro (which for purposes hereof includes all subsidiaries of the
- --------------------------------------------------------------------
Partnership primarily engaged in the home heating oil business), (iii) the
- --------------------------------------------------------------------------
number of Senior Subordinated Units or Class B Common Units issued pursuant to
- ------------------------------------------------------------------------------
Section 4.6, and (iv) the deemed number of Units outstanding based upon a
- -------------------------------------------------------------------------
contribution of capital to Petro by the Partnership or any Affiliate thereof
- ----------------------------------------------------------------------------
after the Effective Time (which contribution is not covered by (ii) above or
- ----------------------------------------------------------------------------
traceable to debt proceeds), which number of deemed Units is obtained by
- ------------------------------------------------------------------------
dividing (A) the amount of such contribution by (B) the Current Market Price of
- -------------------------------------------------------------------------------
a Common Unit. If Petro pays down debt of Petro or debt allocated to Petro from
- -------------------------------------------------------------------------------
internally generated funds of Petro and if those internally generated funds
- ---------------------------------------------------------------------------
exist at Petro only because Petro has not paid dividends up to the Partnership
- ------------------------------------------------------------------------------
in an amount equal to the distributions that would have been paid on the Petro
- ------------------------------------------------------------------------------
Units had they been actual outstanding Units of the Partnership, then the
- -------------------------------------------------------------------------
amount used to pay down such debt will be treated as if it were contributed to
- ------------------------------------------------------------------------------
Petro by the Partnership. The distribution per Senior Subordinated Unit of the
- ------------------------------------------------------------------------------
Partnership shall be the amount that the Partnership would have been deemed to
- ------------------------------------------------------------------------------
have distributed per Petro Unit had they been actual outstanding Units of the
- -----------------------------------------------------------------------------
Partnership. For purposes of the number of deemed outstanding Units in (iv)
- ---------------------------------------------------------------------------
above, such Units shall be deemed to be issued on the date of such Capital
- --------------------------------------------------------------------------
Contribution. For this purpose, Common Unit means Class A Common Units upon
- ---------------------------------------------------------------------------
expiration of the Subordination Period.
- ---------------------------------------

"Pro Rata" means (a) when modifying Units or any class thereof, apportioned
--------------------
equally among all designated Units [], and [/]in accordance with their
------------------------
respective Percentage Interests, and (b) when modifying Partners []means 1% of
- ---------------------------------------------
the General Partner and 99% to the Unitholders Pro Rata, [/]and Assignees,
----------
apportioned among all Partners and Assignees in accordance with their respective
- --------------------------------------------------------------------------------
Percentage Interests.
- ---------------------

"Proxy Statement" means the Registration Statement on Form S-4 (Registration
----------------------------------------------------------------------------
No. 333-66005) as it has been or as it may be amended or supplemented from time
- -------------------------------------------------------------------------------
to time, filed jointly by the Partnership and Petro relating to the Merger and
- ------------------------------------------------------------------------------
the transactions contemplated thereby.
- --------------------------------------

"Purchase Date" means the date determined by the General Partner as the date
for purchase of all Outstanding Units of a certain class (other than Units
------------------
owned by the General Partner and its Affiliates) pursuant to Article XVII.

"Quarter" means, unless the context requires otherwise, a three-month period
of time ending on March 31, June 30, September 30, or December 31.

C-20

"Recapture Income" means any gain recognized by the Partnership (computed
without regard to any adjustment required by Sections 734 or 743 of the Code)
upon the disposition of any property or asset of the Partnership, which gain is
characterized as ordinary income because it represents the recapture of
deductions previously taken with respect to such property or asset.

"Record Date" means the date established by the General Partner for
determining (a) the identity of the Record Holders entitled to notice of, or to
vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to
exercise rights in respect of any lawful action of Limited Partners or (b) the
identity of Record Holders entitled to receive any report or distribution.

"Record Holder" means the Person in whose name a Common Unit or a Senior
Subordinated Unit is registered on the books of the Transfer Agent as of the
opening of business on a particular Business Day, or with respect to a holder of
a []general partner interest [/]Junior Subordinated Unit or General Partner Unit
------------------------------------------------
or other Partnership Security, the Person in whose name such []general partner
- ------------------------------
interest [/]Junior Subordinated Unit or General Partner Unit or other
---------------------------------------------------------
Partnership Security is registered on the books of the General Partner as of the
- --------------------
opening of business on such Business Day.

"Redeemable Units" means any []Units [/]Partnership Interests for which a
---------------------
redemption notice has been given, and has not been withdrawn, pursuant to
Section 11.6.

[]"Reduction Threshold" has the meaning assigned to such term in Section
4.2(b).[/]

*3 moved from here; text not shown

"Remaining Net Positive Adjustments" means as of the end of any taxable
period, (i) with respect to the Limited Partners, as a class, the excess of (a)
the Net Positive Adjustments of the Limited Partners as of the end of such
period over (b) the sum of those Partners' Share of Additional Book Basis
Derivative Items for each prior taxable period, and (ii) with respect to the
General Partner, the excess of (a) the Net Positive Adjustments of the General
Partner as of the end of such period over (b) the sum of the General Partner's
Share of Additional Book Basis Derivative Items for each prior taxable period.

"Required Allocations" means any allocation (or limitation imposed on any
allocation) of an item of income, gain, deduction or loss pursuant to (a)
Section 5.1(b)(ii) or (b) Sections 5.1(d)(i), 5.1(d)(ii), 5.1(d)(iv),
5.1(d)(v), 5.1(d)(vi), 5.1(d)(vii) and 5.1(d)(ix), such allocations (or
limitations thereon) being directly or indirectly required by the Treasury
Regulations promulgated under Section 704(b) of the Code.

"Residual Gain" or "Residual Loss" means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of a Contributed Property
or Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Sections 5.2(b)(i)(1) or 5.2(b)(ii)(1), respectively, to eliminate
------------------------------
Book-Tax Disparities.

"Second Liquidation Target Amount" has the meaning assigned to such term in
Section 5.1(c)(i)(6).     
-------------

C-21

"Second Target Distribution" means $0.711 per Unit [](or, with respect to the
period commencing on the Closing Date and ending on March 31, 1996, the product
of $0.711 multiplied by a fraction of which the numerator is equal to the
number of days in such period and of which the denominator is 91)[/], subject to
adjustment in accordance with Sections 5.6 and 5.8.

"Securities Act" means the Securities Act of 1933, as amended, supplemented
or restated from time to time and any successor to such statute.

** 5 "Senior Subordinated Unit" means a Unit representing a fractional part
of the Partnership Interests of all Limited Partners and Assignees, and having
the rights and obligations specified with respect to Senior Subordinated Units
in this Agreement.     

"Share of Additional Book Basis Derivative Items" means in connection with
any allocation of Additional Book Basis Derivative Items for any taxable
period, (i) with respect to the Limited Partners, as a class, the amount that
bears the same ratio to such Additional Book Basis Derivative Items as the
Limited Partners' Remaining Net Positive Adjustments as of the end of such
period bears to the Aggregate Remaining Net Positive Adjustments as of that
time, and (ii) with respect to
the General Partner, the amount that bears the same ratio to such Additional
Book Basis Derivative Items as the General Partner's Remaining Net Positive
Adjustments as of the end of such period bears to the Aggregate Remaining Net
Positive Adjustments as of that time.

"Shelf Registration Statement" has the meaning assigned to such term in
Section 6.13(f).

"Special Approval" means approval by the Audit Committee.

"Star Gas" means Star Gas Corporation, a Delaware corporation []and a wholly
owned subsidiary of Petroleum Heat and Power Co., Inc., a Minnesota
corporation.[/]

* 5 moved from here; text not shown

"Subordination Period" means the period []commencing [/]that commenced on the
Initial Closing Date and ending on the first to occur of the following dates:

(a) the first day of any Quarter beginning on or after []January[/] October 1,
[]2001[/] 2002 in respect of which (A) (i) distributions of Available Cash from
Operating Surplus on each of the Outstanding Common Units []and[/], Senior
-----------                        ------
Subordinated Units, Junior Subordinated Units and General Partner Units equaled
----------------------------------------------------------  
or exceeded the Minimum Quarterly Distribution for each of the three non-
overlapping four-Quarter periods immediately preceding such date and (ii) the
Adjusted Operating Surplus generated during each of the three immediately
preceding non-overlapping four-Quarter periods equaled or exceeded the sum of
the Minimum Quarterly Distribution on all of the Common Units []and[/], Senior
------ 
Subordinated Units, []plus the related distributions on the general partner
interest, [/]Junior Subordinated Units and General Partner Units that were
-------------------------------------------------------------
Outstanding during such periods on a fully diluted basis with respect to
- ------------------------------------------------------------------------
employee options or other employee incentive compensation (i.e., taking into
- ----------------------------------------------------------------------------
account for purposes of such determination all Outstanding Common Units, Senior
- -------------------------------------------------------------------------------
Subordinated Units, Junior Subordinated Units and General Partner Units and all
- -------------------------------------------------------------------------------
Common Units issuable upon exercise of employee options that have, as of the
- ----------------------------------------------------------------------------
date of determination, already vested or are scheduled to vest prior to
- ----------------------------------------------------------------------------
the end of the Quarter immediately following the Quarter with respect to which
- ------------------------------------------------------------------------------

C-22

determination is made, and all Units that have as of the date of determination
- ------------------------------------------------------------------------------
been earned by but not yet issued to management of the Partnership in respect
- -----------------------------------------------------------------------------
of incentive compensation) and (B) there are no Cumulative Common Unit
- --------------------------                                             
Arrearages; and

(b) the date on which the General Partner is removed as general partner of
the Partnership upon the requisite vote by Limited Partners under circumstances
where Cause does not exist; provided, however, that if the General Partner is
-------------------------------------------------
removed during the Subordination Period within 12 months after the end of a
- ---------------------------------------------------------------------------
six-Quarter period in which the Minimum Quarterly Distribution was not made on
- ------------------------------------------------------------------------------
the Common Units with respect to more than one of such Quarters (excluding for
- ------------------------------------------------------------------------------
this purpose the payment of any Common Unit Arrearages) and the first quarter
- -----------------------------------------------------------------------------
in such six-Quarter period that the Minimum Quarterly Distribution on Common
- ----------------------------------------------------------------------------
Units was not made occurs after March 31, 2001, then the Subordination Period
- -----------------------------------------------------------------------------
will not end. In the event that the General Partner is removed under the
- ------------------------------------------------------------------------
circumstances set forth in the above proviso, the Junior Subordinated Units
- ---------------------------------------------------------------------------
shall convert into Senior Subordinated Units on a one-for-one basis and the
- ---------------------------------------------------------------------------
distribution rights on the General Partner Units will rank pari passu with the
- ------------------------------------------------------------------------------
Senior Subordinated Units.
- --------------------------

"Subsidiary" means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, by such
Person, by one or more Subsidiaries of such Person or a combination thereof,
(b) a partnership (whether general or limited) in which such Person or a
Subsidiary of such Person is, at the date of determination, a general or
limited partner of such partnership, but only if more than 50% of the
partnership interests of such partnership (considering all of the partnership
interests of the partnership as a single class) is owned or controlled,
directly or indirectly, by such Person, by one or more Subsidiaries of such
Person, or a combination thereof, or (c) any other Person (other than a
corporation or a partnership) in which such Person, directly or indirectly, at
the date of determination, has (i) at least a majority ownership interest or
(ii) the power to elect or direct the election of a majority of the directors
or other governing body of such Person.

"Substituted Limited Partner" means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 12.2 in place of and with all
the rights of a Limited Partner and who is shown as a Limited Partner on the
books and records of the Partnership.

"Surviving Business Entity" has the meaning assigned to such term in Section
16.2(b).

"Termination Capital Transaction" means a transaction in which Net
------------------------------------------------------------------
Termination Gain or Net Termination Loss is recognized.
- -------------------------------------------------------

"Third Target Distribution" means $0.926 per Unit [](or, with respect to the
period commencing on the Closing Date and ending on March 31, 1996, the product
of $0.926 multiplied by a fraction of which the numerator is equal to the
number of days in such period and of which the denominator is 91),[/] subject to
adjustment in accordance with Sections 5.6 and 5.8.

"Trading Day" means a day on which the principal National Securities Exchange
---------------------------------------------------------------
on which the Units of any class are listed or admitted to trading is open for
- -----------------------------------------------------------------------------
the transaction of business or, if Units of a class are not listed or admitted
- ------------------------------------------------------------------------------
to trading on any National Securities Exchange, a day on which banking
- ----------------------------------------------------------------------
institutions in New York City generally are open.
- -------------------------------------------------

C-23

"Transfer" has the meaning assigned to such term in Section 11.1(a).

"Transfer Agent" means such bank, trust company or other Person (including
the General Partner or one of its Affiliates) as shall be appointed from time
to time by the Partnership to act as registrar and transfer agent for the
[]Units.[/] Common Units and Senior Subordinated Units and as may be appointed
from time to time by the General Partner to act as registrar and transfer agent
for any other Partnership Securities; provided that if no Transfer Agent is
specifically designated for any such other Partnership Securities, the General
Partner shall act in such capacity.

"Transfer Application" means an application and agreement for transfer of
Units in the form set forth on the back of a Certificate or in a form
substantially to the same effect in a separate instrument.

"Underwriter" means each Person named as an underwriter in Schedule 1 to the
Underwriting Agreement who purchases Common Units pursuant thereto.

"Underwriting Agreement" means the Underwriting Agreement []dated December 14,
1995,[/] relating to the Equity Offering, dated                 , among the
--------------------------------------
Underwriters, the Partnership and other parties providing for the purchase of
Common Units by such Underwriters.

"Unit" means a Partnership Interest of a []Limited[/] Partner or Assignee in
the Partnership representing a fractional part of the Partnership Interests of
all []Limited[/] Partners and Assignees and shall include[], without limitation,
Common Units and Subordinated [/]Common Units (Class A Common Units and Class B
----------------------------------------------
Common Units after the expiration of the Subordination Period), Senior
- ----------------------------------------------------------------------
Subordinated Units, Junior Subordinated Units and General Partner Units;
- -----------------------------------------------------------------
provided that each []Common[/] Unit at any time Outstanding shall represent the
same fractional part of the Partnership Interests of all []Limited[/] Partners
and Assignees holding []Common Units as each other []Common[/] Unit and each
Subordinated Unit at any time Outstanding shall represent the same fractional
part of the Partnership Interests of all Limited Partners and Assignees
holding Subordinated[/] Units as each other Unit. A Unit shall not include a
----------------------------------------------------
Petro Unit.
- -----------

"Unit Majority" means, during the Subordination Period, at least (i) a
majority of the Outstanding Common Units []other than Common Units owned by the
General Partner or any Affiliate and, thereafter, at least[/] voting as a class
-----------------
and (ii) a majority of the Outstanding Senior Subordinated Units and Junior
- --------
Subordinated Units voting as a single class, in each case excluding Units owned
- -------------------------------------------------------------------------------
by the General Partner or any Affiliate, and, after the Subordination Period,
- -----------------------------------------------------------------------------
at least a majority of the Outstanding Common Units.
- ----------------------------------------------------

"Unrealized Gain" attributable to any item of Partnership property means, as
of any date of determination, the excess, if any, of (a) the fair market value
of such property as of such date (as determined under Section 4.9(d)) over (b)
the Carrying Value of such property as of such date (prior to any adjustment to
be made pursuant to Section 4.9(d) as of such date).

"Unrealized Loss" attributable to any item of Partnership property means, as
of any date of determination, the excess, if any, of (a) the Carrying Value of
such property as of such date (prior to any adjustment to be made pursuant to
Section 4.9(d) as of such date) over (b) the fair market value of such property
as of such date (as determined under Section 4.9(d)).

C-24

"Unrecovered Initial Unit Price" means, at any time, with respect to []a class
or series of Units (other than Subordinated Units), the price per Unit at which
such class or series of Units was initially offered to the public for sale by
the underwriters in respect of such offering, as determined by the General
Partner,[/] Common Units, Senior Subordinated Units, Junior Subordinated Units
------------------------------------------------------------------ 
or General Partner Units, the Initial Unit Price less the sum of all
- ------------------------------------------------
distributions constituting Capital Surplus theretofore made in respect of []a
Unit of such class or series that was sold in the initial offering of Units of
said class or series constituting Capital Surplus[/] an Initial Common Unit and
----------------------
any distributions of cash (or the Net Agreed Value of any distributions in kind)
in connection with the dissolution and liquidation of the Partnership
theretofore made in respect of []a Unit of such class or series that was sold in
the initial offering of Units of such class or series[/] an Initial Common Unit,
----------------------
adjusted as the General Partner determines to be appropriate to give effect to
any distribution, subdivision or combination of Units.

[]"Unrecovered Subordinated Unit Capital" means, at any time, with respect to
a Subordinated Unit, prior to its conversion into a Common Unit pursuant to
Sections 5.7(b) and (c), the excess, if any, of (a) the Net Agreed Value (at the
time of conveyance) of the undivided interest in the Contributed Property
conveyed to the Partnership pursuant to Section 4.2 in exchange for such
Subordinated Unit, over (b) the sum of all distributions in respect of a
Subordinated Unit constituting Capital Surplus and any distributions of cash (or
the Net Agreed Value of any distributions in kind) in connection with the
dissolution and liquidation of the Partnership, adjusted as the General Partner
determines to be appropriate to give effect to any distribution, subdivision or
combination of Subordinated Units.[/]

"Withdrawal Opinion of Counsel" has the meaning assigned to such term in
Section 13.1(b).

"Working Capital Borrowings" means borrowings pursuant to a facility or other
-----------------------------------------------------------------------------
arrangement requiring all borrowings thereunder to be reduced to a relatively
- -----------------------------------------------------------------------------
small amount each year for an economically meaningful period of time. It being
- ------------------------------------------------------------------------------
the intent hereof, that borrowings which are not intended exclusively for
- -------------------------------------------------------------------------
working capital purposes shall not be treated as Working Capital Borrowings.
- --------------------------------------------------------------------------- 
ARTICLE III

PURPOSE

Section 3.1 Purpose and Business.

The purpose and nature of the business to be conducted by the Partnership
shall be to (a) serve as a limited partner in the Operating Partnership and, in
connection therewith, to exercise all the rights and powers conferred upon the
Partnership as a limited partner in the Operating Partnership pursuant to the
Operating Partnership Agreement or otherwise, (b) engage directly in, or to
enter into or form any corporation, partnership, joint venture, limited
liability company or other arrangement to engage indirectly in, any business
activity that the Operating Partnership is permitted to engage in by the
Operating Partnership Agreement and, in connection therewith, to exercise all
of the rights and powers conferred upon the Partnership pursuant to the
agreements relating to such business activity, (c) engage directly in, or to
enter into or form any corporation, partnership, joint venture, limited

C-25

liability company or other arrangement to engage indirectly in, any business
activity that is approved by the General Partner and which lawfully may be
conducted by a limited partnership organized pursuant to the Delaware Act and,
in connection therewith, to exercise all of the rights and powers conferred
upon the Partnership pursuant to the agreements relating to such business
activity, and (d) do anything necessary or appropriate to the foregoing,
including the making of capital contributions or loans to the Operating
Partnership. The General Partner has no obligation or duty to the Partnership,
the Limited Partners, or the Assignees to propose or approve, and in its sole
discretion may decline to propose or approve, the conduct by the Partnership of
any business.

Section 3.2 Powers.

The Partnership shall be empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described in
Section 3.1 and for the protection and benefit of the Partnership.

ARTICLE IV

CONTRIBUTIONS AND UNITS

Section 4.1 Organization Contributions and Return.

In connection with the formation of the Partnership under the Delaware Act,
the Initial General Partner made an initial Capital Contribution to the
-------
Partnership []in the amount of $10 for an interest in the Partnership and has
been [/]and was admitted as the general partner of the Partnership, and the
-------
Organizational Limited Partner made an initial Capital Contribution to the
Partnership[] in the amount of $990 for an interest in the Partnership and has
been[/] and was admitted as a limited partner of the Partnership.
------- 
As of the Closing Date, after giving effect to the transactions contemplated by
Sections 4.2 and 4.3[/] Section 4.2 Contributions by Initial Limited Partners.

On the Initial Closing Date, the Initial Underwriters contributed cash to the
-----------------------------------------------------------------------------
Partnership in exchange for 2,600,000 Common Units. On the Initial
- ------------------------------------------------------------------
Overallotment Closing Date, the Initial Underwriters contributed cash to the
- ----------------------------------------------------------------------------
Partnership in exchange for 275,000 Common Units. On the Initial Closing Date,
- ------------------------------------------------------------------------------
the Initial General Partner, Silgas, Inc. and Silgas of Illinois, Inc.
- ----------------------------------------------------------------------
contributed their interests in the Operating Partnership to the Partnership in
- ------------------------------------------------------------------------------
exchange for 2,396,078 Old Subordinated Units. Immediately after these
- ----------------------------------------------------------------------
contributions, the interest of the Organizational Limited Partner []shall be
- ---------------------------------------------------------
terminated; the initial Capital Contributions of each partner shall be
refunded;[/] was terminated and the Organizational Limited Partner []shall
-------------------------------------------------
cease [/]ceased to be a Limited Partner []of the Partnership. Ninety-nine
------------------------------
percent of any interest or other profit that may have resulted from the
investment or other use of such initial Capital Contributions shall be allocated
and distributed to the Organizational Limited Partner, and the balance thereof
shall be allocated and distributed to the General Partner.[/]

C-26

[]Section 4.2[/] Section 4.3 Contributions at the Effective Time; General
Partner Contributions.

(a) []On[/] At the []Closing Date[/] Effective Time and pursuant to the
- -------------------------------------------------------------------------
Conveyance and Contribution []Agreement[/] Agreements, the General Partner
- --------------------------------------------------------------------------
contributed shares of Petro Class A Common Stock and       shares of Petro 
- --------------------------------------------------------------------------
Class C Common Stock to the Partnership in exchange for       General Partner 
- -----------------------------------------------------------------------------
Units representing a 1.99% General Partner Interest and      shares of Petro 
- ----------------------------------------------------------------------------
Class A Common Stock and       shares of Petro Class C Common Stock to the 
- --------------------------------------------------------------------------
Operating Partnership in exchange for a 0.01% general partner interest in the
- -----------------------------------------------------------------------------
Operating Partnership. At the Effective Time, pursuant to the Merger and
- ------------------------------------------------------------------------
related transactions,        Senior Subordinated Units,          Junior 
- -----------------------------------------------------------------------
Subordinated Units and        Common Units were issued to former stockholders 
- -----------------------------------------------------------------------------
of Petro and the outstanding Old Subordinated Units were cancelled.     
- -------------------------------------------------------------------

(b) Upon the making of any Capital Contribution to the Partnership by any
- ---------------------------------------------------------------------------
Person, the General Partner, in its sole discretion, may []Silgas, Inc. and
- ---------------------------------------------------------
Silgas of Illinois, Inc. shall contribute to the Partnership, as a Capital
Contribution, a limited partner interest in the Operating Partnership in
exchange for 2,220,444, 175,633 and one Subordinated Units, respectively. The
limited partner interest in the Operating Partnership contributed by the
General Partner, Silgas, Inc. and Silgas of Illinois, Inc. will represent a
98.9899% Percentage Interest (as defined in the Operating Partnership
Agreement) in the Operating Partnership.[/]

[](b) To enhance the Partnership's ability to pay the Minimum Quarterly
Distribution on the Common Units, the General Partner shall be obligated to
contribute up to $6.0 million in additional capital to the Partnership (the
"Additional Capital Contribution Obligation"), if, and to the extent that, the
amount of Available Cash constituting Operating Surplus (without giving effect
to any such additional contribution) with respect to any quarter is less than
the amount necessary to distribute the Minimum Quarterly Distribution on all
outstanding Common Units for such quarter. If (i) distributions of Available
Cash from Operating Surplus (without giving effect to any such additional
contribution) with respect to any quarter equaled or exceeded the Minimum
Quarterly Distributions on all of the then outstanding Common Units and (ii)
the Adjusted Operating Surplus generated during that quarter equaled or
exceeded 150% of the sum of the Minimum Quarterly Distribution on all of the
then outstanding Common Units (the "Reduction Threshold"), the Additional
Capital Contribution Obligation will be reduced by $1.5 million. To the extent
that the Adjusted Operating Surplus generated during a quarter exceeds (or is
less than) the Reduction Threshold applicable to such quarter, the amount of
such excess (or deficit) shall be carried forward on a cumulative basis and
included in determining the Adjusted Operating Surplus in succeeding quarters.
If the Partnership is liquidated or the General Partner either (i) is removed
as General Partner of the Partnership other than for Cause or (ii) withdraws as
General Partner of the Partnership not in violation of this Partnership
Agreement, the Additional Capital Contribution Obligation will terminate.[/]

[](c) Upon the making of any Capital Contribution to the Partnership by any
Person, the General Partner shall be required to[/] make an additional Capital
--------------------------
Contribution []in an amount equal to 1.01% of the Net Agreed Value of[/] only to
- ------------                                                             -------
the extent necessary such that after taking into account the additional Capital
- -------------------------------------------------------------------------------
Contribution made by such Person; []provided, however, that the General Partner
- ---------------------------------
shall be obligated to make a Capital Contribution pursuant to this Section
4.2(c) only to the extent necessary such that after taking into account the
additional Capital Contribution made by such Person[/]

C-27

and the General Partner pursuant to this Section []4.2(c) and any Capital
- ------------------------------------------------
Contribution made by the General Partner pursuant to Section 4.2(b), [/]4.3(b)
------
the General Partner will have a Capital Account equal to at least[] 1% [/]1.99%
- -----------------------------------------------------------------      --------
of the total of all Capital Accounts.
- ------------------------------------

[]Section 4.3 Contributions by Initial Limited Partners.[/]

[]On the Closing Date, subject to completion of the Capital Contributions
referred to in Section 4.2, each Underwriter shall contribute to the
Partnership cash in an amount equal to the Issue Price per Common Unit,
multiplied by the number of Common Units specified in the Underwriting
Agreement to be purchased by such Underwriter at the "First Closing Date," as
such term is defined in the Underwriting Agreement. In exchange for such
Capital Contributions by the Underwriters, the Partnership shall issue Common
Units to each Underwriter on whose behalf such Capital Contribution is made in
an amount equal to the quotient obtained by dividing (i) the cash contribution
to the Partnership by or on behalf of such Underwriter by (ii) the Issue Price
per Common Unit.[/]

Section 4.4 Issuances of Additional Partnership Securities.

(a) Subject to Section 4.5, the General Partner is authorized to cause the
Partnership to issue additional Partnership Securities for any Partnership
purpose at any time and from time to time to such Persons for such
consideration and on such terms and conditions as shall be established by the
General Partner in its sole discretion, all without the approval of any Limited
Partners.

(b) Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 4.4(a) may be issued in one or more classes, or
one or more series of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series
of Partnership Securities), as shall be fixed by the General Partner in the
exercise of its sole discretion, including (i) the right to share Partnership
profits and losses or items thereof; (ii) the right to share in Partnership
distributions; (iii) the rights upon dissolution and liquidation of the
Partnership; (iv) whether, and the terms and conditions upon which, the
Partnership may redeem the Partnership Security; (v) whether such Partnership
Security is issued with the privilege of conversion and, if so, the terms and
conditions of such conversion; (vi) the terms and conditions upon which each
Partnership Security will be issued, evidenced by certificates and assigned or
transferred; and (vii) the right, if any, of each such Partnership Security to
vote on Partnership matters, including matters relating to the relative rights,
preferences and privileges of such Partnership Security.

(c) The General Partner is hereby authorized and directed to take all actions
that it deems necessary or appropriate in connection with each issuance of
Partnership Securities pursuant to this Section 4.4 and to amend this Agreement
in any manner that it deems necessary or appropriate to provide for each such
issuance, to admit Additional Limited Partners in connection therewith and to
specify the relative rights, powers and duties of the holders of the Units or
other Partnership Securities being so issued. The General Partner shall do all
things necessary to comply with the Delaware Act and is authorized and directed
to do all things it deems to be necessary or advisable in connection with any
future issuance of Partnership Securities, including compliance with any
statute,

C-28

rule, regulation or guideline of any federal, state or other governmental
agency or any National Securities Exchange on which the Units or other
Partnership Securities are listed for trading.

Section 4.5 Limitations on Issuance of Additional Partnership Securities.

The issuance of Partnership Securities pursuant to Section 4.4 shall be
subject to the following restrictions and limitations:

(a) During the Subordination Period, the Partnership shall not issue an
aggregate of more than []1,300,000[/] 2,500,000 additional Parity Units without
---------
the prior approval of holders of at least a majority of the Outstanding Common
Units (excluding Common Units held by the General Partner and its Affiliates).
-----------------------------------------------------------------------
In applying this limitation, there shall be excluded Common Units issued (i) in
[]connection with the exercise of the Overallotment Option[/] the Equity
----------
Offering, (ii) in accordance with Section 4.5(b) and 4.5(c) and (iii) in
- --------                 
connection with the []conversion[/] issuance of Senior Subordinated Units or
--------    ------              --------
Class B Common Units pursuant to Section 4.6.     
- --------------       -----------------------                             

(b) The Partnership may also issue an unlimited number of Parity Units prior
to the end of the Subordination Period without the approval of the Unitholders
if such issuance occurs (i) in connection with an Acquisition or a Capital
Improvement or (ii) within 365 days of, and the net proceeds from such issuance
are used to repay debt incurred in connection with, an Acquisition or a Capital
Improvement, in each case where such Acquisition or Capital Improvement
involves assets that, if acquired by the Partnership as of the date that is one
year prior to the first day of the Quarter in which such Acquisition is to be
consummated or such Capital Improvement is to be completed, would have
resulted, on a pro forma basis, in an increase in
--------------------

(i) the amount of Adjusted Operating Surplus generated by the Partnership
on a per-Unit basis (for all Outstanding Units) with respect to each of the
four most recently completed Quarters (on a pro forma basis) over
----------------------

(ii) the actual amount of Adjusted Operating Surplus generated by the
Partnership on a per-Unit basis (for all Outstanding Units) (excluding
----------
Adjusted Operating Surplus attributable to the Acquisition or Capital
---------------------------------------------------------------------
Improvement) with respect to each of such four Quarters.
------------

The amount in clause (i) shall be determined on a pro forma basis assuming
that (A) all of the Parity Units to be issued in connection with or within 365
days of such Acquisition or Capital Improvement had been issued and
outstanding, (B) all indebtedness for borrowed money to be incurred or assumed
in connection with such Acquisition or Capital Improvement (other than any such
indebtedness that is to be repaid with the proceeds of such offering) had been
incurred or assumed, in each case as of the commencement of such four-Quarter
period, (C) the personnel expenses that would have been incurred by the
Partnership in the operation of the acquired assets are the personnel expenses
for employees to be retained by the Partnership in the operation of the
acquired assets, and (D) the non-personnel costs and expenses are computed on
the same basis as those incurred by the Partnership in the operation of the
Partnership's business at similarly situated Partnership facilities.

(c) The Partnership may also issue an unlimited number of Parity Units prior
to the end of the Subordination Period without the approval of the Unitholders
if the use of proceeds from such issuance is exclusively to repay up to $20
million of indebtedness of the Partnership or the Operating Partnership.

C-29

(d) During the Subordination Period, the Partnership shall not issue
additional Partnership Securities having rights to distributions or in
liquidation ranking prior or senior to the Common Units, without the prior
approval of []a Unit Majority.[/] at least a majority of the Outstanding Common
----------------------------------------------
Units (excluding Common Units held by the General Partner and its Affiliates).
- ------------------------------------------------------------------------------

[](e)[/](e)During the Subordination Period, the Partnership shall not issue
-------------------------------------------------------------------
additional Partnership Securities that would reduce the percentage of
- ---------------------------------------------------------------------
distributions allocable to all Units under Sections 5.4(a)(vi)(A),
- ------------------------------------------------------------------
5.4(a)(vii)(A) or 5.4(a)(viii)(A), and Sections 5.4(b)(iii)(A), 5.4(b)(iv)(A)
- -----------------------------------------------------------------------------
or 5.4(b)(v)(A), without the prior approval of holders of at least a majority
- -----------------------------------------------------------------------------
of the Outstanding Common Units (excluding Common Units held by the General
- ---------------------------------------------------------------------------
Partner and its Affiliates).
- ----------------------------

(f) No fractional Units shall be issued by the Partnership.
---

Section 4.6 []Conversion of[/] Special Issuance of Senior Subordinated Units and
- -----------                    -------------------------------------------------
Conversion of Senior Subordinated Units and Junior Subordinated
---------------------------------------------------------------
Units.
------

(a) For each full non-overlapping four-Quarter period ending on or after the
----------------------------------------------------------------------------
first anniversary of the Effective Time, but prior to the fifth anniversary of
- ------------------------------------------------------------------------------
the Effective Time, in which the dollar amount of Petro Adjusted Operating
- --------------------------------------------------------------------------
Surplus per Petro Unit equals or exceeds $2.90, the Partnership will issue (i)
- ------------------------------------------------------------------------------
during the Subordination Period, 303,000 Senior Subordinated Units to the
- -------------------------------------------------------------------------
holders of the Senior Subordinated Units, Junior Subordinated Units and the
- ---------------------------------------------------------------------------
General Partner Units on the Record Date in respect of the distribution for the
- -------------------------------------------------------------------------------
final Quarter of such non-overlapping four Quarter period, Pro Rata, and (ii)
- -----------------------------------------------------------------------------
after the Subordination Period, 303,000 Class B Common Units to the holders of
- ------------------------------------------------------------------------------
the Class B Common Units and the General Partner Units on the Record Date in
- ----------------------------------------------------------------------------
respect of the distribution for the final Quarter of such non-overlapping four-
- -------------------------------------------------------------------------------
Quarter period, Pro Rata; provided, that the Partnership may not issue more
- ---------------------------------------------------------------------------
than 909,000 Senior Subordinated Units and Class B Common Units in the
- ----------------------------------------------------------------------
aggregate pursuant to this Section 4.6; and provided, further that the
- ----------------------------------------------------------------------
Partnership may not issue more than 303,000 Senior Subordinated Units and Class
- --------------------------------------------------------------------------------
B []A total of 599,020 Subordinated Units will convert into Common Units on the
- -
first day after the Record Date for distribution in respect of any Quarter
ending on or after March 31, 1999, and an additional 599,020 Subordinated Units
will convert into Common Units on the first day after the Record Date for
distributions in respect of any Quarter ending on or after March 31, 2000, in
respect of which[/]     

[](i) distributions under Section 5.4 in respect of all Outstanding Common
Units and Subordinated Units equals or exceeds the sum of the Minimum
Quarterly Distribution (as prorated for the actual length of the period
from the Closing Date through March 31, 1996) on all of the Outstanding
Common Units and Subordinated Units with respect to each of the three non-
overlapping four-Quarter periods immediately preceding such date;[/]

[](ii) the Adjusted Operating Surplus generated during each of the three
immediately preceding non-overlapping four-Quarter periods equals or
exceeds the sum of the Minimum Quarterly Distribution (as prorated for the
actual length of the period from the Closing Date through March 31, 1996)
on all of the Outstanding Common Units and Subordinated Units, plus related
distributions on the general partner interest, during such periods; and[/]

[](iii) the Cumulative Common Unit Arrearage on all of the Common Units is
zero.[/]

C-30

[]In the event less than all of the Outstanding Subordinated Units shall
convert into [/]Common Units pursuant to this Section 4.6 [](a) at a time when
there shall be more than one holder of Subordinated Units, then, unless all of
the holders of Subordinated Units shall agree to a different allocation, the
Subordinated Units that are to be converted into Common Units shall be allocated
among the holders of Subordinated Units pro rata in respect of the number of
Subordinated Units held by each such holder. [/]within any 365-day period.

[](b) The remaining Subordinated Units shall convert into Common Units[/](b)
The Partnership shall not issue any fractional Senior Subordinated Units or
Class B Common Units. Each holder who would otherwise be entitled to a
fractional Senior Subordinated Unit or Class B Common Unit shall receive an
amount in cash determined by multiplying such fraction by the Current Market
Price of a Senior Subordinated Unit or a Class B Common Unit, as the case may
be, as of the date three days prior to the date on which Senior Subordinated
Units or Class B Common Units, as the case may be, are issued pursuant to this
Section 4.6.

(c) Each Senior Subordinated Unit and Junior Subordinated Unit shall convert
into one Class B Common Unit on the first day following the Record Date for
distributions in respect of the final[] quarter[/] Quarter of the Subordination
Period.

[](c) On the date a Subordination Unit is converted, it shall possess all the
rights and obligations of Common Units. Prior to such time, a Subordinated Unit
shall have all of the rights and obligations of a Common Unit, except with
respect to the right to vote on or approve matters requiring the vote or
approval of a percentage of the holders of Outstanding Common Units and the
right to participate in allocations of income, gain, loss and deductions and
distributions made with respect to Common Units.[/]

Section 4.7 Limited Preemptive Rights.

No Person shall have any preemptive, preferential or other similar right with
respect to the issuance of any Partnership Security, whether unissued, held in
the treasury or hereafter created, except that the General Partner shall have
the right, which it may from time to time assign in whole or in part to any of
its Affiliates, to purchase Partnership Securities from the Partnership
whenever, and on the same terms that, the Partnership issues Partnership
Securities to Persons other than the General Partner and its Affiliates, to the
extent necessary to maintain the Percentage Interests of the General Partner
and its Affiliates equal to that which existed immediately prior to the
issuance of such Partnership Securities.

Section 4.8 Splits and Combinations.

(a) Subject to Sections []4.8(d)[/] 4.9(d), 5.6 and 5.8 (dealing with
------
adjustments of distribution levels), the General Partner may make a pro rata
distribution of Partnership Securities to all Record Holders or may effect a
subdivision or combination of Partnership Securities so long as, after any such
event, each Partner shall have the same Percentage Interest in the Partnership
as before such event, and any amounts calculated on a per Unit basis (including
the number of Class B Common Units issuable upon conversion of the Senior
-------                                              ------
Subordinated Units and Junior Subordinated Units, the number of Senior
- ----------------------------------------------------------------------
Subordinated Units or Class B Common Units issuable pursuant to Section 4.6 and
- ---------------------------------------------------------------------------
the number of additional Parity Units that may be issued pursuant to Section 4.5
without a Unitholder vote) are proportionately adjusted retroactive to the
beginning of the Partnership.

C-31

(b) Whenever such a distribution, subdivision or combination of Partnership
Securities is declared, the General Partner shall select a Record Date as of
which the distribution, subdivision or combination shall be effective and shall
send notice thereof at least 20 days prior to such Record Date to each Record
Holder as of the date not less than 10 days prior to the date of such notice.
The General Partner also may cause a firm of independent public accountants
selected by it to calculate the number of Units to be held by each Record
Holder after giving effect to such distribution, subdivision or combination.
The General Partner shall be entitled to rely on any certificate provided by
such firm as conclusive evidence of the accuracy of such calculation.

(c) Promptly following any such distribution, subdivision or combination, the
General Partner may cause Certificates to be issued to the Record Holders of
Units as of the applicable Record Date representing the new number of Units
held by such Record Holders, or the General Partner may adopt such other
procedures as it may deem appropriate to reflect such changes. If any such
combination results in a smaller total number of Units Outstanding, the General
Partner shall require, as a condition to the delivery to a Record Holder of
such new Certificate, the surrender of any Certificate held by such Record
Holder immediately prior to such Record Date.

(d) The Partnership shall not issue fractional Units upon any distribution,
subdivision or combination of Units. If a distribution, subdivision or
combination of Units would result in the issuance of fractional Units but for
the provisions this Section 4.8(d), each fractional Unit shall be rounded to
the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher
Unit).

Section 4.9 Capital Accounts.

(a) The Partnership shall maintain for each Partner (or a beneficial owner of
Units Partnership Interests held by a nominee in any case in which the nominee
has furnished the identity of such owner to the Partnership in accordance with
Section 6031(c) of the Code or any other method acceptable to the General
Partner in its sole discretion) owning a Partnership Interest a separate
Capital Account with respect to such Partnership Interest in accordance with
the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital
Account shall be increased by (i) the amount of all Capital Contributions made
to the Partnership with respect to such Partnership Interest pursuant to this
Agreement and (ii) all items of Partnership income and gain (including, without
limitation, income and gain exempt from tax) computed in accordance with
Section 4.9(b) and allocated with respect to such Partnership Interest pursuant
to Section 5.1, and decreased by (x) the amount of cash or Net Agreed Value of
all actual and deemed distributions of cash or property made with respect to
such Partnership Interest pursuant to this Agreement and (y) all items of
Partnership deduction and loss computed in accordance with Section 4.9(b) and
allocated with respect to such Partnership Interest pursuant to Section 5.1.

(b) For purposes of computing the amount of any item of income, gain, loss or
deduction to be reflected in the Partners' Capital Accounts, the determination,
recognition and classification of any such item shall be the same as its
determination, recognition and classification for federal income tax purposes
(including, without limitation, any method of depreciation, cost recovery or
amortization used for that purpose) provided that:

(i) Solely for purposes of this Section 4.9, the Partnership shall be
treated as owning directly its proportionate share (as determined by the
General Partner based upon the provisions of the Operating Partnership
Agreement) of all property owned by the Operating Partnership.

C-32

(ii) All fees and other expenses incurred by the Partnership to promote
the sale of (or to sell) a Partnership Interest that can neither be
deducted nor amortized under Section 709 of the Code, if any, shall, for
purposes of Capital Account maintenance, be treated as an item of deduction
at the time such fees and other expenses are incurred and shall be
allocated among the Partners pursuant to Section 5.1.

(iii) Except as otherwise provided in Treasury Regulation Section 1.704-
1(b)(2)(iv)(m), the computation of all items of income, gain, loss and
deduction shall be made without regard to any election under Section 754 of
the Code which may be made by the Partnership and, as to those items
described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without
regard to the fact that such items are not includable in gross income or
are neither currently deductible nor capitalized for federal income tax
purposes.

(iv) Any income, gain or loss attributable to the taxable disposition of
any Partnership property shall be determined as if the adjusted basis of
such property as of such date of disposition were equal in amount to the
Partnership's Carrying Value with respect to such property as of such date.

(v) In accordance with the requirements of Section 704(b) of the Code,
any deductions for depreciation, cost recovery or amortization attributable
to any Contributed Property shall be determined as if the adjusted basis of
such property on the date it was acquired by the Partnership were equal to
the Agreed Value of such property. Upon an adjustment pursuant to Section
4.9(d) to the Carrying Value of any Partnership property subject to
depreciation, cost recovery or amortization, any further deductions for
such depreciation, cost recovery or amortization attributable to such
property shall be determined (A) as if the adjusted basis of such property
were equal to the Carrying Value of such property immediately following
such adjustment and (B) using a rate of depreciation, cost recovery or
amortization derived from the same method and useful life (or, if
applicable, the remaining useful life) as is applied for federal income tax
purposes; provided, however, that, if the asset has a zero adjusted basis
for federal income tax purposes, depreciation, cost recovery or
amortization deductions shall be determined using any reasonable method
that the General Partner may adopt.

(vi) If the Partnership's adjusted basis in a depreciable or cost
recovery property is reduced for federal income tax purposes pursuant to
Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction
shall, solely for purposes hereof, be deemed to be an additional
depreciation or cost recovery deduction in the year such property is placed
in service and shall be allocated among the Partners pursuant to Section
5.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code
shall, to the extent possible, be allocated in the same manner to the
Partners to whom such deemed deduction was allocated.

(c)(i) Except as otherwise provided in Section 4.9(c)(ii)-(v), a transferee
---
of a Partnership Interest shall succeed to a Pro Rata portion of the Capital
-   -
Account of the transferor relating to the Partnership Interest so transferred;[]
provided, however, that, if the transfer causes a termination of the
Partnership under Section 708(b)(1)(B) of the Code, the Partnership's
properties shall be deemed to have been distributed in liquidation of the
Partnership to the Partners (including any transferee of a Partnership Interest
that is a party to the transfer causing such termination).[/]

(ii) If and when a Senior Subordinated Unit is issued pursuant to Section
------------------------------------------------
[]14.4 and recontributed by such Partners in reconstitution of the Partnership.
Any such deemed distribution shall be treated as[/]

C-33

[]an actual distribution for purposes of this Section 4.9. In such event, the
Carrying Values of the Partnership properties shall be adjusted immediately
prior to such deemed distribution[/] 4.6 with respect to one or more Senior
--------------------------------------
Subordinated Units, the Capital Accounts associated with the existing Senior
- ----------------------------------------------------------------------------
Subordinated Units shall be reallocated as required to make the Capital Account
- -------------------------------------------------------------------------------
associated with each Senior Subordinated Unit be the same.
- ----------------------------------------------------------

(iii) If and when a Class B Common Unit is issued pursuant to Section
-------------------------------------------
[]4.9(d)(ii) and such Carrying Values shall then constitute the Agreed Values of
such properties upon such deemed contribution to the reconstituted Partnership.
The Capital Accounts of such reconstituted Partnership shall be maintained in
accordance with the principles of this Section 4.9.[/] 4.6 with respect to one
-----------------------
or more Class B Common Units, the Capital Accounts associated with the existing
- -------------------------------------------------------------------------------
Class B Common Units shall be reallocated as required to make the Capital
- -------------------------------------------------------------------------
Account associated with each Class B Common Unit be the same.
- -------------------------------------------------------------

[](ii) Immediately prior to the conversion of a Subordinated Unit into a Common
Unit[/] (iv) If and when a Senior Subordinated Unit or a Class B Common Unit is
-----------------------------------------------------------------------
issued pursuant to Section 4.6 []or the sale, exchange or other disposition of a
- ------                         
Subordinated Unit by a holder thereof, the Capital Account maintained for such
Person with respect to its Subordinated Units will (A) first, be allocated to
the Subordinated Units to be converted or transferred, as the case may be, in
an amount equal to the product of (x) the number of such Subordinated Units to
be converted or transferred, as the case may be, and (y)[/] with respect to one
-------------------
or more Junior Subordinated Units or General Partner Units, the Capital Accounts
- --------------------------------------------------------------------------------
associated with the existing Units shall be reallocated to the new Unit until
- -----------------------------------------------------------------------------
the Capital Account of the new Unit is the same as all other Units of the same
- ------------------------------------------------------------------------------
class or until the Capital Account associated with the existing Units is reduced
- --------------------------------------------------------------------------------
to zero.
- --------

(v) If at the time of conversion of a Junior Subordinated Unit, the Per Unit
-----------------------------------------------------------
Capital Amount []for a Common Unit, and (B) second, any remaining balance in
such Capital Account will be retained by the transferor, regardless of whether
it has retained any Subordinated Units. Following any such allocation, the
transferor's Capital Account, if any, maintained with respect to the retained[/]
attributable to a Junior Subordinated Unit exceeds the existing Per Unit Capital
- --------------------------------------------------------------------------------
Amount of Senior Subordinated Units, []if any, will have a balance equal to the
- ----------------
amount allocated under clause (B) hereinabove, and the transferee's Capital
Account established with respect to the transferred Subordinated Units will have
a balance equal to the amount allocated under clause (A) hereinabove.[/] the
---
amount of excess shall be reallocated to the Capital Accounts attributable to
- -----------------------------------------------------------------------------
the General Partner Units through contribution of such excess to the General
- ----------------------------------------------------------------------------
Partner.
- --------

(d) (i) Consistent with the provisions of Treasury Regulation Section 1.704-
1(b)(2)(iv)(f), on an issuance of additional Units for cash or Contributed
Property or the conversion of the General Partner's []Partnership[/] Combined
--------
Interest to Common Units pursuant to Section 13.3(b), the Capital Account of
all Partners and the Carrying Value of each Partnership property immediately
prior to such issuance shall be adjusted upward or downward to reflect any
Unrealized Gain or Unrealized Loss attributable to such Partnership property,
as if such Unrealized Gain or Unrealized Loss had been recognized on an actual
sale of each such property immediately prior to such issuance and had been
allocated to the Partners at such time pursuant to Section 5.1(c). In
determining such Unrealized Gain or Unrealized Loss, the aggregate cash amount
and fair market value of all Partnership assets (including, without limitation,
cash or cash equivalents) immediately prior to the issuance of

C-34

additional Units shall be determined by the General Partner using such
reasonable method of valuation as it may adopt; provided, however, the General
Partner, in arriving at such valuation, must take fully into account the fair
market value of the Partnership Interests of all Partners at such time. The
General Partner shall allocate such aggregate value among the assets of the
Partnership (in such manner as it determines in its sole discretion to be
reasonable) to arrive at a fair market value for individual properties.

(ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
immediately prior to any actual or deemed distribution to a Partner of any
Partnership property (other than a distribution of cash that is not in
redemption or retirement of a Partnership Interest), the Capital Accounts of
all Partners and the Carrying Value of all Partnership property shall be
adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized Gain or
Unrealized Loss had been recognized in a sale of such property immediately
prior to such distribution for an amount equal to its fair market value, and
had been allocated to the Partners, at such time, pursuant to Section 5.1(c).
Any Unrealized Gain or Unrealized Loss attributable to such property shall be
allocated in the same manner as Net Termination Gain or Net Termination Loss
pursuant to Section 5.1(c); provided, however, that, in making any such
allocation, Net Termination Gain or Net Termination Loss actually realized
shall be allocated first. In determining such Unrealized Gain or Unrealized
Loss the aggregate cash amount and fair market value of all Partnership assets
(including, without limitation, cash or cash equivalents) immediately prior to
a distribution shall (A) in the case of an actual distribution which is not
made pursuant to Section 13.3 or 13.4 or []in the case of a deemed distribution
occurring as a result of a termination of the Partnership pursuant to Section
708 of the Code, be determined and allocated in the same manner as that;
provided, however, in Section 4.9(d)(i) or[/] (B) in the case of a liquidating
distribution pursuant to Section 14.4, be determined and allocated by the
Liquidator using such reasonable method of valuation as it may adopt.

Section 4.10 Interest and Withdrawal.

No interest shall be paid by the Partnership on Capital Contributions, and no
-------
Partner or Assignee shall be entitled to withdraw any part of its Capital
-- --------                                               -------
Contributions or otherwise to receive any distribution from the Partnership,
except as provided in Section 4.1 and Articles V, VII, XIII and XIV.     

ARTICLE V

ALLOCATIONS AND DISTRIBUTIONS

Section 5.1 Allocations for Capital Account Purposes.

For purposes of maintaining the Capital Accounts and in determining the
rights of the Partners among themselves, the Partnership's items of income,
gain, loss and deduction (computed in accordance with Section 4.9(b)) shall be
allocated among the Partners in each taxable year (or portion thereof) as
provided hereinbelow.

C-35

(a) Net Income. After giving effect to the special allocations set forth in
Section 5.1(d), Net Income for each taxable period and all items of income,
gain, loss and deduction taken into account in computing Net Income for such
taxable period shall be allocated as follows:

(i) First, 100% to the General Partner until the aggregate Net Income
allocated to the General Partner pursuant to this Section 5.1(a)(i) for the
current taxable year and all previous taxable years is equal to the
aggregate Net Losses allocated to the General Partner pursuant to Section
5.1(b)(iii) for all previous taxable years;

(ii) Second, 100% to the General Partner and the Limited Partners, in
accordance with their respective Percentage Interests, until the aggregate
Net Income allocated to such Partners pursuant to this Section 5.1(a)(ii)
for the current taxable year and all previous taxable years is equal to the
aggregate Net Losses allocated to such Partners pursuant to Section
5.1(b)(ii) for all previous taxable years; and

(iii) Third, the balance, if any, 100% to the General Partner and the
Limited Partners in accordance with their respective Percentage Interests.

(b) Net Losses. After giving effect to the special allocations set forth in
Section 5.1(d), Net Losses for each taxable period and all items of income,
gain, loss and deduction taken into account in computing Net Losses for such
taxable period shall be allocated as follows:

(i) First, 100% to the General Partner and the Limited Partners, in
accordance with their respective Percentage Interests, until the aggregate
Net Losses allocated pursuant to this Section 5.1(b)(i) for the current
taxable year and all previous taxable years is equal to the aggregate Net
Income allocated to such Partners pursuant to Section 5.1(a)(iii) for all
previous taxable years;

(ii) Second, 100% to the General Partner and the Limited Partners in
accordance with their respective Percentage Interests; provided that Net
Losses shall not be allocated pursuant to this Section 5.1(b)(ii) to the
extent that such allocation would cause any Limited Partner to have a
deficit balance in its Adjusted Capital Account at the end of such taxable
year (or increase any existing deficit balance in its Adjusted Capital
Account); and

(iii) Third, the balance, if any, 100% to the General Partner.

(c) Net Termination Gains and Losses. After giving effect to the special
allocations set forth in Section 5.1(d), all items of income gain, loss and
deduction taken into account in computing Net Termination Gain or Net
Termination Loss for such taxable period shall be allocated in the same manner
as such Net Termination Gain or Net Termination Loss is allocated hereunder.
All allocations under this Section 5.1(c) shall be made after Capital Account
balances have been adjusted by all other allocations provided under this
Section 5.1 and after all distributions of Available Cash provided under
Section 5.4 have been made with respect to the taxable period ending on the
date of the Partnership's liquidation pursuant to Section 14.4.

(i) If a Net Termination Gain is recognized (or deemed recognized
pursuant to Section 4.9(d)) from Termination Capital Transactions, such Net
Termination Gain shall be allocated among the General Partner and the
Limited Partners in the following manner (and the Capital Accounts of the
Partners shall be increased by the amount so allocated in each of the
following subclauses, in the order listed, before an allocation is made
pursuant to the next succeeding subclause):

C-36

[](A)[/](1) First, to each Partner having a deficit balance in its Capital
---
Account, in the proportion that such deficit balance bears to the total
deficit balances in the Capital Accounts of all Partners, until each
such Partner has been allocated Net Termination Gain equal to any such
deficit balance in its Capital Account;

[](B)[/](2) Second, []99%[/] 100% to all []Limited[/] Partners holding
---                  ----  
Common Units, in accordance with their relative Percentage Interests, []and
1% to the General Partner[/] until the Capital Account in respect of each
Common Unit then Outstanding is equal to the sum of (1) its Unrecovered
Initial Unit Price plus (2) the Minimum Quarterly Distribution for the
Quarter during which such Net Termination Gain is recognized, reduced by any
distribution pursuant to Sections 5.4(a)(i) or (b)(i) with respect to such
Common Unit for such Quarter (the amount determined pursuant to this clause
(2) is hereinafter defined as the "Unpaid MQD") plus (3) any then existing
Cumulative Common Unit Arrearage []with respect to a Common Unit sold by the
Underwriters on the Closing Date;[/];

(C)(3) Third, if such Termination Capital Transaction occurs (or is
deemed to occur) prior to the expiration of the Subordination Period,
[]99% to the Limited Partners holding Subordinated Units, in the
proportion that the total number of Subordinated Units held by each
such Limited Partner bears to the total number of Subordinated Units
then Outstanding, and 1% to the General Partner, in the amount which
will increase[/] 100% to all Partners holding Senior Subordinated Units, in
----    ---                  ------
accordance with their relative Percentage Interests, until the Capital
Account []of each such Limited Partner maintained with respect to such
Subordinated Units to that amount which equal[/]s in respect of each Senior
------
Subordinated Unit then Outstanding is equal to the sum of (1) the
------------                       ------------------------------
Unrecovered []Subordinated Unit Capital attributable to such Subordinated
-----------
Units, determined for the taxable year (or portion thereof) to which this
allocation of gain relate[/]s Initial Unit Price plus (2) the Minimum
---------------------------------------
Quarterly Distribution for the Quarter during which such Net Termination
------------------------------------------------------------------------
Gain is recognized, reduced by any distribution pursuant to Section
-------------------------------------------------------------------
5.4(a)(iii) with respect to such Senior Subordinated Unit for such Quarter;
---------------------------------------------------------------------------

(4) Fourth, if such Termination Capital Transaction occurs (or is
-----------------------------------------------------------------
deemed to occur) prior to the expiration of the Subordination Period,
---------------------------------------------------------------------
100 % to all Partners holding Junior Subordinated Units and General
-------------------------------------------------------------------
Partner Units, Pro Rata, in accordance with their relative Percentage
---------------------------------------------------------------------
Interests, until the Capital Account in respect of each Junior
--------------------------------------------------------------
Subordinated Unit then Outstanding is equal to the sum of (1) the
-----------------------------------------------------------------
Unrecovered Initial Unit Price plus (2) the Minimum Quarterly
-------------------------------------------------------------
Distribution for the Quarter during which such Net Termination Gain is
----------------------------------------------------------------------
recognized, reduced by any distribution pursuant to Section 5.4(a)(iv)
----------------------------------------------------------------------
with respect to such Junior Subordinated Unit for such Quarter;
---------------------------------------------------------------

[](D) Fourth, 99%[/] (5) Fifth, 100% to all []Limited[/] Partners, in
------------------------------------------------
accordance with their relative Percentage Interests, []and 1% to the
----------------------------------------------------
General Partner[/] until the Capital Account in respect of each Common
---------------------------------------------------
Unit then Outstanding (if such Termination Capital Transaction occurs,
----------------------------------------------------------------------
or is deemed to occur, prior to the expiration of the Subordination
-------------------------------------------------------------------
Period) or Class A Common Unit then Outstanding (if such Termination
--------------------------------------------------------------------
Capital Transaction occurs, or is deemed to occur, after the expiration
-----------------------------------------------------------------------
of the Subordination Period) is equal to the sum of (1) its Unrecovered
----------------------------
Initial Unit Price, plus (2) the Unpaid MQD, if any, for such Common
Unit with respect to the Quarter during which such Net Termination Gain
is recognized,

C-37

plus (3) any then existing Cumulative Common Unit Arrearage []with
respect to a Common Unit sold by the Underwriters on the Closing Date[/],
plus (4) the excess of (aa) the First Target Distribution less the
Minimum Quarterly Distribution for each Quarter of the Partnership's
existence over (bb) the amount of any distributions of Operating
Surplus that was distributed pursuant to Sections 5.4(a)(v) or 5.4
(b)(i) (the sum of (1) plus (2) plus (3) plus (4) is hereinafter
defined as the "First Liquidation Target Amount");

[](E) Fifth, 85.8673%[/] (6) Sixth, 86.7% to all []Limited[/] Partners, in
-----
accordance with their relative Percentage Interests, and []14.1327% to
the General Partner[/] 13.3% to the Senior Subordinated Units, Junior
----------------------------------------------------
Subordinated Units and General Partner Units, Pro Rata (if such
---------------------------------------------------------------------------
Termination Capital Transaction occurs, or is deemed to occur, prior to
---------------------------------------------------------------------------
the expiration of the Subordination Period), or 13.3% to the Class B
---------------------------------------------------------------------------
Common Units and General Partner Units, Pro Rata (if such Termination
---------------------------------------------------------------------------
Capital Transaction occurs, or is deemed to occur, after the expiration
---------------------------------------------------------------------------
of the Subordination Period), until the Capital Account in respect of
-----------------------------
each Common Unit then Outstanding (if such Termination Capital
----------------------------  
Transaction occurs, or is deemed to occur, prior to the expiration of
---------------------------------------------------------------------
the Subordination Period) or Class A Common Unit then Outstanding (if
---------------------------------------------------------------------
such Termination Capital Transaction occurs, or is deemed to occur,
-------------------------------------------------------------------
after the expiration of the Subordination Period) is equal to the sum
-------------------------------------------------
of (1) the First Liquidation Target Amount, plus (2) the excess of (aa)
the Second Target Distribution less the First Target Distribution for
------                              -----
each Quarter of the Partnership's existence over (bb) the amount of any
distributions of Operating Surplus that was distributed pursuant to
Section []5.4(a)(v) or 5.4(b)(iv)[/] 5.4(a)(vi) or 5.4(b)(iii) (the sum of
-----------------------------------------------------------------
(1) plus (2) is hereinafter defined as the "Second Liquidation Target
---------------------------------------------------------------------------
Amount");
--------

[](F) Sixth, 75.7653%[/] (7) Seventh, 76.5% to all []Limited[/] Partners,
-------- -----
in accordance with their relative Percentage Interests, and []24.2347% to
the General Partner[/] 23.5% to the Senior Subordinated Units, Junior
----------------------------------------------------
Subordinated Units and General Partner Units, Pro Rata (if such Termination
---------------------------------------------------------------------------
Capital Transaction occurs, or is deemed to occur, prior to the expiration
---------------------------------------------------------------------------
of the Subordination Period), or 23.5% to the Class B Common Units and
---------------------------------------------------------------------------
General Partner Units, Pro Rata (if such Termination Capital Transaction
---------------------------------------------------------------------------
occurs, or is deemed to occur, after the expiration of the Subordination
---------------------------------------------------------------------------
Period), until the Capital Account in respect of each Common Unit then
---------------------------------------------------------------------------
Outstanding (if such Termination Capital Transaction occurs, or is deemed to
---------------------------------------------------------------------------
occur, prior to the expiration of the Subordination Period) or Class A
---------------------------------------------------------------------------
Common Unit then Outstanding (if such Termination Capital Transaction
---------------------------------------------------------------------------
occurs, or is deemed to occur, after the expiration of the Subordination
---------------------------------------------------------------------------
Period) is equal to the sum of (1) the Second Liquidation Target Amount,
---------------------------------------------------------------------------
plus (2) the excess of (aa) the Third Target Distribution less the Second
---------------------------------------------------------------------------
Target Distribution for each Quarter of the Partnership's existence over
-------------------
(bb) the amount of any distributions of Operating Surplus that was
distributed pursuant to Section 5.4(a)(vii) or []5.4(b)(v);[/] 5.4(b)(iv);
-------------------                    ----------
and
---

[](G)[/] (8) Finally, any remaining amount []50.5102%[/] 51% to all
-----------------------------               ---        
[]Limited[/] Partners, in accordance with their relative Percentage
--------------------------------------------------------------
Interests, and []49.4898% to the[/] 49% to the Senior Subordinated Units,
--------------                      ---------------------------------------
Junior Subordinated Units and General Partner Units, Pro Rata (if such
---------------------------------------------------------------------------
Termination Capital Transaction occurs, or is deemed to occur, prior to the
---------------------------------------------------------------------------
expiration of the Subordination Period), or 49% to the Class B Common Units
---------------------------------------------------------------------------
and General Partner Units, Pro Rata (if such Termination Capital Transaction
---------------------------------------------------------------------------
occurs, or is deemed to occur, after the expiration of the Subordination
---------------------------------------------------------------------------
Period).
-------

C-38

(ii) If a Net Termination Loss is recognized (or deemed recognized
pursuant to Section 4.9(d)) from Termination Capital Transactions, such Net
Termination Loss shall be allocated to the Partners in the following
manner:

[](A) First, 100% to the General Partner to the extent the General
Partner has contributed additional capital to the Partnership pursuant
to its Additional Capital Contribution Obligation reduced by the amount
such Additional Capital Contribution Obligation has reduced the General
Partner's obligation pursuant to Section 4.2(c);[/]

[](B) Second,[/](1) First, if such Termination Capital Transaction occurs
----------
(or is deemed to occur) prior to the conversion of the last outstanding
Junior Subordinated Unit, []99%[/] 100% to the Partners holding
------                             ----
[]Subordinated Units, in proportion that the total number of Subordinated
Units held by each such Limited Partner bears to the total number of
Subordinated Units then Outstanding, and 1% to the General Partner,[/]
Junior Subordinated Units and General Partner Units, Pro Rata, until the
-------------------------------------------------------------
Capital Account in respect of each Junior Subordinated Unit []then
------    
Outstanding[/] has been reduced to zero;

(2) Second, if such Termination Capital Transaction occurs (or is
-------------------------------------------------------------------
deemed to occur) prior to the conversion of the last outstanding Senior
-----------------------------------------------------------------------
Subordinated Unit, 100% to the Partners holding Senior Subordinated
-------------------------------------------------------------------
Units, in accordance with their relative Percentage Interests, until
--------------------------------------------------------------------
the Capital Account in respect of each Senior Subordinated Unit then
--------------------------------------------------------------------
Outstanding has been reduced to zero;
-------------------------------------

(3) Third, 100% to all Partners holding Common Units, the Capital
-----------------------------------------------------------------
Account balances attributable to which are in excess of the Capital
-------------------------------------------------------------------
Account balances attributable to the remainder of the Common Units then
-----------------------------------------------------------------------
Outstanding, in accordance with their relative Percentage Interests,
--------------------------------------------------------------------
until the Capital Accounts in respect of each Common Unit then
--------------------------------------------------------------
Outstanding are equal;
----------------------

(4) Fourth, 100% to all [](C) Third, 99% to all Limited[/] Partners
-----------------------                                    --------
holding Common Units, in accordance with their relative Percentage
------------------------------------------------------------------  
Interests, and 1% to the General Partner, until the Capital Account in
----------
respect of each Common Unit then Outstanding has been reduced to zero;
and

[](D)[/](5) Fifth, the balance, if any, 100% to the General Partner.
---------  
(d) Special Allocations. Notwithstanding any other provision of this Section
5.1, the following special allocations shall be made for such taxable period:

(i) Partnership Minimum Gain Chargeback. Notwithstanding any other
provision of this Section 5.1, if there is a net decrease in Partnership
Minimum Gain during any Partnership taxable period, each Partner shall be
allocated items of Partnership income and gain for such period (and, if
necessary, subsequent periods) in the manner and amounts provided in
Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-
2(j)(2)(i), or any successor provision. For purposes of this Section
5.1(d), each Partner's Adjusted Capital Account balance shall be
determined, and the allocation of income or gain required hereunder shall
be effected, prior to the application of any other allocations pursuant to
this Section 5.1(d) with respect to such taxable period (other than an
allocation pursuant to Sections 5.1(d)(vi) and 5.1(d)(vii)). This Section
5.1(d)(i) is intended to comply with the Partnership Minimum Gain
chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall
be interpreted consistently therewith.

C-39

(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding
the other provisions of this Section 5.1 (other than Section 5.1(d)(i)),
except as provided in Treasury Regulation Section 1.704-2(i)(4), if there
is a net decrease in Partner Nonrecourse Debt Minimum Gain during any
Partnership taxable period, any Partner with a share of Partner Nonrecourse
Debt Minimum Gain at the beginning of such taxable period shall be
allocated items of Partnership income and gain for such period (and, if
necessary, subsequent periods) in the manner and amounts provided in
Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2)(ii), or any
successor provisions. For purposes of this Section 5.1(d), each Partner's
Adjusted Capital Account balance shall be determined, and the allocation of
income or gain required hereunder shall be effected, prior to the
application of any other allocations pursuant to this Section 5.1(d), other
than Section 5.1(d)(i) and other than an allocation pursuant to Sections
5.1(d)(vi) and 5.1(d)(vii), with respect to such taxable period. This
Section 5.1(d)(ii) is intended to comply with the chargeback of items of
income and gain requirement in Treasury Regulation Section 1.704-2(i)(4)
and shall be interpreted consistently therewith.

(iii) Priority Allocations. If the amount of cash or the Net Agreed Value
of any property distributed (except cash or property distributed pursuant
to Section 14.4) to any Limited Partner with respect to a taxable year is
greater (on a per Unit basis) than the amount of cash or the Net Agreed
Value of property distributed to the other Limited Partners (on a per Unit
basis), then (1) each Limited Partner receiving such greater cash or
property distribution shall be allocated gross income in an amount equal to
the product of (aa) the amount by which the distribution (on a per Unit
basis) to such Limited Partner exceeds the distribution (on a per Unit
basis) to the Limited Partners receiving the smallest distribution and (bb)
the number of Units owned by the Limited Partner receiving the greater
distribution.     

(iv) Qualified Income Offset. In the event any Partner unexpectedly
receives any adjustments, allocations or distributions described in
Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-
1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership income
and gain shall be specifically allocated to such Partner in an amount and
manner sufficient to eliminate, to the extent required by the Treasury
Regulations promulgated under Section 704(b) of the Code, the deficit
balance, if any, in its Adjusted Capital Account created by such
adjustments, allocations or distributions as quickly as possible unless
such deficit balance is otherwise eliminated pursuant to Section 5.1(d)(i)
or (ii).

(v) Gross Income Allocations. In the event any Partner has a deficit
balance in its Capital Account at the end of any Partnership taxable period
in excess of the sum of (A) the amount such Partner is required to restore
pursuant to the provisions of this Agreement and (B) the amount such
Partner is deemed obligated to restore pursuant to Treasury Regulation
Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially
allocated items of Partnership gross income and gain in the amount of such
excess as quickly as possible; provided, that an allocation pursuant to
this Section 5.1(d)(v) shall be made only if and to the extent that such
Partner would have a deficit balance in its Capital Account as adjusted
after all other allocations provided for in this Section 5.1 have been
tentatively made as if this Section 5.1(d)(v) were not in this Agreement.

(vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable
period shall be allocated to the Partners in accordance with their
respective Percentage Interests. If the General

C-40

Partner determines in its good faith discretion that the Partnership's
Nonrecourse Deductions must be allocated in a different ratio to satisfy
the safe harbor requirements of the Treasury Regulations promulgated under
Section 704(b) of the Code, the General Partner is authorized, upon notice
to the Limited Partners, to revise the prescribed ratio to the numerically
closest ratio that satisfies such requirements.

(vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for
any taxable period shall be allocated 100% to the Partner that bears the
Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which
such Partner Nonrecourse Deductions are attributable in accordance with
Treasury Regulation Section 1.704-2(i). If more than one Partner bears the
Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such
Partner Nonrecourse Deductions attributable thereto shall be allocated
between or among such Partners in accordance with the ratios in which they
share such Economic Risk of Loss.

(viii) Nonrecourse Liabilities. For purposes of Treasury Regulation
Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of
the Partnership in excess of the sum of (A) the amount of Partnership
Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be
allocated among the Partners in accordance with their respective Percentage
Interests.

(ix) Code Section 754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Partnership asset pursuant to Section 734(b) or
743(b) of the Code is required, pursuant to Treasury Regulation Section
1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
Accounts, the amount of such adjustment to the Capital Accounts shall be
treated as an item of gain (if the adjustment increases the basis of the
asset) or loss (if the adjustment decreases such basis), and such item of
gain or loss shall be specially allocated to the Partners in a manner
consistent with the manner in which their Capital Accounts are required to
be adjusted pursuant to such Section of the Treasury Regulations.

(x) Economic Uniformity. []At the election of the General Partner with
respect to any taxable period ending upon, or after, the termination of the
Subordination Period, all or a portion of the remaining items of
Partnership gross income or gain for such taxable period, if any, shall be
allocated 100% to each Partner holding Subordinated Units in the proportion
of the number of Subordinated Units held by such Partner to the total
number of Subordinated Units then Outstanding, until each such Partner has
been allocated an amount of gross income or gain which increases the
Capital Account maintained with respect to such Subordinated Units to an
amount equal to the product of (A) the number of Subordinated Units held by
such Partner and (B) the Per Unit Capital Amount for a Common Unit. The
purpose of this allocation is to establish uniformity between the Capital
Accounts underlying Subordinated Units and the Capital Accounts underlying
Common Units held by Persons other than the General Partner and its
Affiliates immediately prior to the conversion of such Subordinated Units
into Common Units. This allocation method for establishing such economic
uniformity will only be available to the General Partner if the method for
allocating[/] Upon the issuance of any Unit pursuant to Section 4.6 or upon
the conversion of any Unit into another class after application of Section
4.9(c)(iii), gross income shall be allocated to the holder of such Unit
until the Capital Account of such Unit is the same as the Capital Account
[]maintained with respect to the Subordinated Units between the transferred
and retained Subordinated Units pursuant to Section 4.9(c)(ii)[/]

C-41

[]does not otherwise provide such economic uniformity to the Subordinated
Units.[/] per Unit of all other Units of the same class.

(xi) Curative Allocation.

[](A)[/](1) Notwithstanding any other provision of this Section 5.1, other
than the Required Allocations, the Required Allocations shall be taken
into account in making the Agreed Allocations so that, to the extent
possible, the net amount of items of income, gain, loss and deduction
allocated to each Partner pursuant to the Required Allocations and the
Agreed Allocations, together, shall be equal to the net amount of such
items that would have been allocated to each such Partner under the
Agreed Allocations had the Required Allocations and the related
Curative Allocation not otherwise been provided in this Section 5.1.
Notwithstanding the preceding sentence, Required Allocations relating
to (1) Nonrecourse Deductions shall not be taken into account except to
the extent that there has been a decrease in Partnership Minimum Gain
and (2) Partner Nonrecourse Deductions shall not be taken into account
except to the extent that there has been a decrease in Partner
Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section
5.1(d)(xi)[](A)[/](1) shall only be made with respect to Required
Allocations to the extent the General Partner reasonably determines
that such allocations will otherwise be inconsistent with the economic
agreement among the Partners. Further, allocations pursuant to this
Section 5.1(d)(xi)[](A)[/](1) shall be deferred with respect to allocations
pursuant to clauses (1) and (2) hereof to the extent the General
Partner reasonably determines that such allocations are likely to be
offset by subsequent Required Allocations.

[](B)[/](2) The General Partner shall have reasonable discretion, with
respect to each taxable period, to (1) apply the provisions of Section
5.1(d)(xi)[](A)[/](1) in whatever order is most likely to minimize the
economic distortions that might otherwise result from the Required
Allocations, and (2) divide all allocations pursuant to Section
5.1(d)(xi)[](A)[/](1) among the Partners in a manner that is likely to
minimize such economic distortions.

(xii) Corrective Allocations. In the event of any allocation of
Additional Book Basis Derivative Items or any Book-Down Event, the
following rules shall apply:

[](A)[/](1) In the case of any allocation of Additional Book Basis
Derivative Items (other than an allocation of Unrealized Gain or
Unrealized Loss under Section 4.9(d) hereof), the General Partner shall
allocate additional items of gross income and gain to the Limited
Partners or additional items of deduction and loss to the General
Partner to the extent that the Additional Book Basis Derivative Items
allocated to the Limited Partners exceeds their Share of those
Additional Book Basis Derivative Items. For this purpose, the Limited
Partners shall be treated as being allocated Additional Book Basis
Derivative Items to the extent that such Additional Book Basis
Derivative Items have reduced the amount of income that would otherwise
have been allocated to the Limited Partners under the Partnership
Agreement (e.g., Additional Book Basis Derivative Items taken into
account in computing cost of goods sold would reduce the amount of book
income otherwise available for allocation among the Partners). Any
allocation made pursuant to this Section 5.1(d)(xii)[](A)[/](1) shall be
made after all of the other Agreed Allocations have been made as if
this Section 5.1(d)(xii) were not in the Partnership Agreement and, to
the extent

C-42

necessary, shall require the reallocation of items that have been
allocated pursuant to such other Agreed Allocations.

(B)(2) In the case of any negative adjustments to the Capital
Accounts of the Partners resulting from a Book-Down Event, such
negative adjustment (1) shall first be allocated between the General
Partner and the Limited Partners in proportion to and to the extent of
their Remaining Net Positive Adjustments and (2) any remaining negative
adjustment shall be allocated pursuant to Section 5.1(c) hereof. The
aggregate amount so allocated to the Limited Partners in respect of
each class or series of Units shall be allocated among them ratably on
a per Unit basis.

(C)(3) In making the allocations required under this Section
5.1(d)(xii), the General Partner, in its sole discretion, may apply
whatever conventions or other methodology it deems reasonable to
satisfy the purpose of this Section 5.1(d)(xii).

(xiii) []First Year Allocation. Net Income or Net Loss[/] Depreciation.
Depreciation deductions of the Partnership for []the period beginning on the
Closing Date and ending on the last day of the taxable year of the
Partnership that includes the Closing Date shall be allocated 100% to the
General Partner. For the immediately succeeding taxable year of the
Partnership, items of income or gain (if the allocation in the prior year
was an allocation of Net Income) or items of loss and deduction (if the
allocation in the prior year was an allocation of Net Loss) shall be
allocated 100% to the Limited Partners, [/]each period shall be allocated
among the Partners in accordance with their[] Percentage Interests, in an
amount equal to 99% of the Net Income or Net Loss allocated to the General
Partner in the prior taxable year. [/]Relative Capital Account balances as
------------------------------------
they existed immediately after the most recent book adjustments pursuant to
---------------------------------------------------------------------------
Section 4.9(d) of this Agreement that occurred prior to such period and
-----------------------------------------------------------------------
without regard to allocations made after such adjustment.
---------------------------------------------------------

Section 5.2 Allocations for Tax Purposes.

(a) Except as otherwise provided herein, for federal income tax purposes,
each item of income, gain, loss and deduction shall be allocated among the
Partners in the same manner as its correlative item of "book" income, gain,
loss or deduction is allocated pursuant to Section 5.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a
Contributed Property or Adjusted Property, items of income, gain, loss,
depreciation, amortization and cost recovery deductions shall be allocated for
federal income tax purposes among the Partners as follows:

(i) (A)(1) In the case of a Contributed Property, such items attributable
thereto shall be allocated among the Partners in the manner provided under
Section 704(c) of the Code that takes into account the variation between
the Agreed Value of such property and its adjusted basis at the time of
contribution; and (B)(2) any item of Residual Gain or Residual Loss
attributable to a Contributed Property shall be allocated among the
Partners in the same manner as its correlative item of "book" gain or loss
is allocated pursuant to Section 5.1.

(ii) (A)(1) In the case of an Adjusted Property, such items shall (1)
first, be allocated among the Partners in a manner consistent with the
principles of Section 704(c) of the Code to take into account the
Unrealized Gain or Unrealized Loss attributable to such property and the
allocations thereof pursuant to Section 4.9(d)(i) or (ii), and (2) second,
in the event such

C-43

[]property was originally a Contributed Property, be allocated among the
Partners in a manner[/] consistent with Section 5.2(b)(i)[/](A)(1); and (B)(2)
any item of Residual Gain or Residual Loss attributable to an Adjusted
Property shall be allocated among[/] the Partners in the same manner as its
correlative item of "book" gain or loss is allocated pursuant to Section
5.1.

(iii) The General Partner shall apply the principles of Treasury
Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.

(c) For the proper administration of the Partnership and for the preservation
of uniformity of the Units (or any class or classes thereof), the General
Partner shall have sole discretion to (i) adopt such conventions as it deems
appropriate in determining the amount of depreciation, amortization and cost
recovery deductions; (ii) make special allocations for federal income tax
purposes of income (including, without limitation, gross income) or deductions;
and (iii) amend the provisions of this Agreement as appropriate (x) to reflect
the proposal or promulgation of Treasury Regulations under Section 704(b) or
Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity
of the Units (or any class or classes thereof). The General Partner may adopt
such conventions, make such allocations and make such amendments to this
Agreement as provided in this Section 5.2(c) only if such conventions,
allocations or amendments would not have a material adverse effect on the
Partners, the holders of any class or classes of Units issued and Outstanding
or the Partnership, and if such allocations are consistent with the principles
of Section 704 of the Code.

(d) The General Partner in its sole discretion may determine to depreciate or
amortize the portion of an adjustment under Section 743(b) of the Code
attributable to unrealized appreciation in any Adjusted Property (to the extent
of the unamortized Book-Tax Disparity) using a predetermined rate derived from
the depreciation or amortization method and useful life applied to the
Partnership's common basis of such property, despite the inconsistency of such
approach with Treasury Regulation Section 1.167(c)-1(a)(6) and Proposed
------------
Treasury Regulation Section 1.197-2(g)(3) or any successor regulations thereto.
- -------------------------------------------------------------------------------
If the General Partner determines that such reporting position cannot
reasonably be taken, the General Partner may adopt depreciation and
amortization conventions under which all purchasers acquiring Units in the same
month would receive depreciation and amortization deductions, based upon the
same applicable rate as if they had purchased a direct interest in the
Partnership's property. If the General Partner chooses not to utilize such
aggregate method, the General Partner may use any other reasonable depreciation
and amortization conventions to preserve the uniformity of the intrinsic tax
characteristics of any Units that would not have a material adverse effect on
the Limited Partners or the Record Holders of any class or classes of Units.

(e) Any gain allocated to the Partners upon the sale or other taxable
disposition of any Partnership asset shall, to the extent possible, after
taking into account other required allocations of gain pursuant to this Section
5.2, be characterized as Recapture Income in the same proportions and to the
same extent as such Partners (or their predecessors in interest) have been
allocated any deductions directly or indirectly giving rise to the treatment of
such gains as Recapture Income.

(f) All items of income, gain, loss, deduction and credit recognized by the
Partnership for federal income tax purposes and allocated to the Partners in
accordance with the provisions hereof shall be determined without regard to any
election under Section 754 of the Code which may be made by the Partnership;
provided, however, that such allocations, once made, shall be adjusted as

C-44

necessary or appropriate to take into account those adjustments permitted or
required by Sections 734 and 743 of the Code.

(g) Each item of Partnership income, gain, loss and deduction attributable to
a transferred Partnership Interest []of the General Partner or to transferred
Units[/] shall, for federal income tax purposes, be determined on an annual
basis and prorated on a monthly basis and shall be allocated to the Partners as
of the opening of the New York Stock Exchange on the first Business Day of each
month; provided, however, that (i) if the []Underwriter's[/] Overallotment
Option is not exercised, such items for the period beginning on the Closing Date
and ending on the last day of the month in which the []Closing Date[/] Effective
Time occurs shall be allocated to Partners as of the opening of the New York
Stock Exchange on the first Business Day of the next succeeding month or (ii) if
the []Underwriters'[/] Overallotment Option is exercised, such items for the
period beginning on the Closing Date and ending on the last day of the month in
which the []Second Delivery Date (as defined in the Underwriting Agreement)[/]
closing of the Overallotment Option occurs shall be allocated to the Partners as
- -----------------------------------
of the opening of the New York Stock Exchange on the first Business Day of the
next succeeding month; and; provided, further, that gain or loss on a sale or
other disposition of any assets of the Partnership other than in the ordinary
course of business shall be allocated to the Partners as of the opening of the
New York Stock Exchange on the first Business Day of the month in which such
gain or loss is recognized for federal income tax purposes. The General Partner
may revise, alter or otherwise modify such methods of allocation as it
determines necessary, to the extent permitted or required by Section 706 of the
Code and the regulations or rulings promulgated thereunder.

(h) Allocations that would otherwise be made to a Limited Partner under the
provisions of this Article V shall instead be made to the beneficial owner of
Units held by a nominee in any case in which the nominee has furnished the
identity of such owner to the Partnership in accordance with Section 6031(c) of
the Code or any other method acceptable to the General Partner in its sole
discretion.

Section 5.3 Requirement and Characterization of Distributions.

(a) []Within[/] Subject to (b), (c) and (d) below, within 45 days following
the end of (i) the period beginning on the Initial Closing Date and ending on
March 31, 1996 and (ii) each Quarter commencing with the Quarter beginning on
April 1, 1996 an amount equal to 100% of Available Cash with respect to such
period or Quarter shall be distributed in accordance with this Article V by the
Partnership to the Partners, as of the Record Date selected by the General
Partner in its reasonable discretion; provided, however, that the distribution
-----------------------------------------
of Available Cash to the holders of Senior Subordinated Units, Junior
- -------------------------------------------------------------------------------
Subordinated Units and General Partner Units shall commence with respect to the
- -------------------------------------------------------------------------------
Quarter beginning on April 1, 1999 (and shall include the time period beginning
- -------------------------------------------------------------------------------
on the Effective Time and ending on March 31, 1999). All amounts of Available
- ---------------------------------------------------
Cash distributed by the Partnership on any date from any source shall be deemed
to be Operating Surplus until the sum of all amounts of Available Cash
theretofore distributed by the Partnership to Partners pursuant to Section 5.4
equals the Operating Surplus from the Initial Closing Date through the close of
-------
the immediately preceding Quarter. Any remaining amounts of Available Cash
distributed by the Partnership on such date shall, except as otherwise provided
in Section 5.5, be deemed to be from Capital Surplus.     

C-45

(b) A distribution of Available Cash may be made on the Senior Subordinated
Units, Junior Subordinated Units and General Partner Units with respect to the
time period beginning on the Effective Time and ending on June 30, 1999 in an
amount up to the Minimum Quarterly Distribution for such period to the extent
the sum of EBITDA, less interest, less taxes, and less Maintenance Capital
Expenditures consolidated (combined actual from October 1, 1998 until the
Effective Time) for Petro and the Partnership ("Adjusted Distributable Cash")
for the period beginning October 1, 1998 and ending on June 30, 1999 exceeds
the sum of     

(i) $57,172,000, plus or minus     

(ii) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending December 31, 1998 exceeds
or is less than 10,544,000, plus or minus     

(iii) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending March 31, 1999 exceeds or
is less than 10,544,000, plus or minus     

(iv) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending June 30, 1999 exceeds or
is less than 10,544,000.     

(c) A distribution of Available Cash may be made on the Senior Subordinated
Units, Junior Subordinated Units and General Partner Units, with respect to the
time period beginning on July 1, 1999 and ending on September 30, 1999 in an
amount up to the Minimum Quarterly Distribution for such period to the extent
the Adjusted Distributable Cash for the period beginning on October 1, 1998 and
ending on September 30, 1999 exceeds the sum of     

(i) $25,307,000, plus or minus     

(ii) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending December 31, 1998 exceeds
or is less than 10,544,000, plus or minus     

(iii) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending March 31, 1999 exceeds or
is less than 10,544,000, plus or minus     

(iv) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending June 30, 1999 exceeds or
is less than 10,544,000, plus or minus     

(v) the product of (A) $0.60 and (B) the amount by which the number of
Common Units Outstanding on the Record Date for the distribution of
Available Cash with respect to the Quarter ending September 30, 1999
exceeds or is less than 10,544,000.     

(d) Beginning with the distribution for the Quarter ending on December 31,
1999, no distributions will be made on the Senior Subordinated Units, Junior
Subordinated Units and General Partner Units, unless the aggregate amount of
distributions on all Units with respect to all Quarters, beginning with the
Quarter ending on December 31, 1999 shall be equal to or less than the total

C-46

Operating Surplus generated by the Partnership since October 1, 1999 (which
does not include that portion of Operating Surplus included in clause (a)(i) of
the definition of Operating Surplus).     

(e) Notwithstanding the definitions of Available Cash and Operating Surplus
contained herein, [](i) cash receipts of the Partnership from the capital
contributions pursuant to the Additional Capital Contribution Obligation shall
be deemed to be received, for purposes of determining Available Cash from
Operating Surplus, during the quarter in respect of which such capital
contributions are made, even if such capital contributions are received by the
Partnership after the last day of such quarter; and (ii)[/] disbursements
(including, without limitation, contributions to the Operating Partnership or
disbursements on behalf of the Operating Partnership) made or cash reserves
established, increased or reduced (including, without limitation, cash reserves
established, increased or reduced by the Operating Partnership) after the end
of any Quarter but on or before the date on which the Partnership makes its
distribution of Available Cash in respect of such Quarter pursuant to Section
5.3(a) shall be deemed to have been made, established, increased or reduced for
purposes of determining Available Cash and Operating Surplus, within such
Quarter if the General Partner so determines. Notwithstanding the foregoing, in
the event of the dissolution and liquidation of the Partnership, all proceeds
of such liquidation shall be applied and distributed in accordance with, and
subject to the terms and conditions of, Section 14.4.

(f) Nothing in this Section 5.3 prohibits the holders of the Senior
Subordinated Units, Junior Subordinated Units or General Partner Units from
receiving distributions from Capital Surplus in a partial liquidation during
the Subordination Period.

Section 5.4 Distributions of Operating Surplus.

(a) During Subordination Period. Available Cash with respect to any Quarter
within the Subordination Period that is deemed to be Operating Surplus pursuant
to the provisions of Section 5.3 or 5.5 shall, subject to Section 5.3 and
--------------------------
subject to Section 17-607 of the Delaware Act, be distributed as follows,
- ----------------------------------------------
except as otherwise required by Section 4.4(b) in respect of additional
Partnership Securities issued pursuant thereto:

(i) First, []99% to the Limited Partners holding Common Units, in
accordance with their relative Percentage Interests, and 1% to the General
Partner[/] 100% to the Common Units, Pro Rata, until there has been
-----------------------------------
distributed in respect of each Common Unit then Outstanding an amount equal
to the Minimum Quarterly Distribution;

(ii) Second, []99% to the Limited Partners holding Common Units, in
accordance with their relative Percentage Interests, and 1% to the General
Partner[/] 100% to the Common Units, Pro Rata, until there has been
-----------------------------------
distributed in respect of each Common Unit then Outstanding an amount equal
to the Cumulative Common Unit Arrearage, if any, existing with respect to
such any prior Quarter;
--------- 

(iii) Third, []99%[/] 100% to the []Limited Partners holding[/] Senior 
----                                      ------
Subordinated Units, []in accordance with their relative Percentage Interests,
and 1% to the General Partner[/] Pro Rata, until there has been distributed in
---------
respect of each Senior Subordinated Unit then Outstanding an amount equal to
------
the Minimum Quarterly Distribution;

C-47

(iv) Fourth, []99% to all Limited Partners, in accordance with their
relative Percentage Interests, and 1% to the General Partner [/]100% to the
-----------
Junior Subordinated Units and General Partner Units, Pro Rata, until there
--------------------------------------------------------------
has been distributed in respect of each Junior Subordinated Unit and
----------------------------
General Partner Unit then Outstanding an amount equal to the []excess of the
---------------
First Target Distribution over the [/]Minimum Quarterly Distribution;

(v) Fifth, []85.8673% to all Limited Partners, in accordance with their
relative Percentage Interests, and 14.1327% to the General Partner [/]100% to
-------
all Units, Pro Rata, until there has been distributed in respect of each
--------------------
Unit then Outstanding an amount equal to the excess of the []Second[/] First
-----
Target Distribution over the []First Target[/] Minimum Quarterly Distribution;
-----------------
(vi) Sixth, []75.7653% to all Limited Partners, in accordance with their
relative Percentage Interests, and 24.2347% to the General Partner [/](A)
86.7% to all Units, Pro Rata, and (B) 13.3% to all Senior Subordinated
----------------------------------------------------------------------
Units, Junior Subordinated Units and General Partner Units, Pro Rata, until
---------------------------------------------------------------------
there has been distributed in respect of each Common Unit then Outstanding
------
an amount equal to the excess of the Second Target Distribution over the
-----------------------------------
First Target Distribution;
-------------------------

(vii) Seventh, (A) 76.5% to all Units, Pro Rata, and (B) 23.5% to all
---------------------------------------------------------------------
Senior Subordinated Units, Junior Subordinated Units and General Partner
------------------------------------------------------------------------
Units, Pro Rata, until there has been distributed in respect of each Common
---------------------------------------------------------------------------
Unit then Outstanding an amount equal to the excess of the Third Target
------------------------------------------------------
Distribution over the Second Target Distribution; and

[] (vii) Thereafter, 50.5102% to all Limited Partners, in accordance with
their relative Percentage Interests, and 49.4898% to the General Partner;[/]
(viii) Thereafter, (A) 51% to all Units, Pro Rata, and (B) 49% to all
---------------------------------------------------------------------
Senior Subordinated, Junior Subordinated and General Partner Units, Pro
-----------------------------------------------------------------------
Rata;
-----
provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution, the Second Target Distribution and the Third Target Distribution
have been reduced to zero pursuant to the second sentence of Section 5.6(a),
the distributions of Available Cash that is deemed to be Operating Surplus with
respect to any Quarter will be made in accordance with[] Section 5.4(a)(vii)[/]
5.4(a)(viii).
- ------------ 
(b) After Subordination Period. Available Cash with respect to any Quarter
after the Subordination Period that is deemed to be Operating Surplus pursuant
to the provisions of Section 5.3 or 5.5 shall, subject to Section 17-607 of the
----------------------------------
Delaware Act, be distributed as follows, except as otherwise required by
- -------------
Section 4.4(b) in respect of additional Partnership Securities issued pursuant
thereto:

(i) First, []99% to all Limited Partners, in accordance with their relative
Percentage Interests, and 1% to the General Partner [/]100% to all Units, Pro
----------------------
Rata, until there has been distributed in respect of each Unit then
-----
Outstanding an amount equal to the Minimum Quarterly Distribution;

(ii) Second, []99% to all Limited Partners, in accordance with their
relative Percentage Interests, and 1% to the General Partner [/]100% to all
-----------
Units, Pro Rata, until there has been distributed in respect of each Unit
----------------
then Outstanding an amount equal to the excess of the First Target
Distribution over the Minimum Quarterly Distribution;

(iii) Third, []85.8673% to all Limited Partners, in accordance with their
relative Percentage Interests, and 14.1327% to the General Partner (A)[/]
86.7% to all Units, Pro Rata, and (B) 13.3% to all Class B Common Units and
---------------------------------------------------------------------------
General Partner Units, Pro Rata, until there has been
-------------------------------- 

C-48

distributed in respect of each Class A Common Unit then Outstanding an
--------------
amount equal to the excess of the Second Target Distribution over the First
Target Distribution;

(iv) Fourth,[] 75.7653% to all Limited Partners, in accordance with their
relative Percentage Interests, and 24.2347% to the General Partner (A)[/]
76.5% to all Units, Pro Rata, and (B) 23.5% to all Class B Common Units and
---------------------------------------------------------------------------
General Partner Units, Pro Rata, until there has been distributed in
--------------------------------
respect of each Class A Common Unit then Outstanding an amount equal to the
--------------
excess of the Third Target Distribution over the Second Target
Distribution; and

(v) Thereafter,[] 50.5102% to all Limited Partners, in accordance with
their relative Percentage Interests, and 49.4898% to the General Partner;[/]
(A) 51% to all Units, Pro Rata, and (B) 49% to all Class B Common Units and
---------------------------------------------------------------------------
General Partner Units, Pro Rata;
--------------------------------

provided, however, if the Minimum Quarterly Distribution, the First Target
Distribution, the Second Target Distribution and the Third Target Distribution
have been reduced to zero pursuant to the second sentence of Section 5.6(a),
the distributions of Available Cash that is deemed to be Operating Surplus with
respect to any Quarter will be made in accordance with Section 5.4(b)(v).

Section 5.5 Distributions of Cash from Capital Surplus.

Available Cash that constitutes Capital Surplus shall, subject to Section 17-
----------------------
607 of the Delaware Act, be distributed, unless the provisions of Section 5.3
- ------------------------
require otherwise,[] 99% to all Limited Partners, in accordance with their
relative Percentage Interests, and 1% to the General Partner[/] 100% to all
-----------
Units, Pro Rata, until a hypothetical holder of a Common Unit acquired on the
- ---------------
Initial Closing Date has received with respect to such Common Unit, during the
- -------
period since the Initial Closing Date through such date, distributions of
-------
Available Cash that are deemed to be Capital Surplus in an aggregate amount
equal to the Initial Unit Price. Thereafter, all Available Cash shall be
distributed as if it were Operating Surplus and shall be distributed in
accordance with Section 5.4.

Section 5.6 Adjustment of Minimum Quarterly Distribution and Target
Distribution Levels.

(a) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution and Third Target Distribution shall be proportionately
adjusted in the event of any distribution, combination or subdivision (whether
effected by a distribution payable in Units or otherwise) of Units or other
Partnership Securities in accordance with Section 4.8. In the event of a
distribution of Available Cash that is deemed to be from Capital Surplus, the
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution shall be adjusted proportionately
downward to equal the product obtained by multiplying the otherwise applicable
Minimum Quarterly Distribution, First Target Distribution, Second Target
Distribution and Third Target Distribution, as the case may be, by a fraction
of which the numerator is the Unrecovered Initial Unit Price of the Common
Units immediately after giving effect to such distribution and of which the
denominator is the Unrecovered Initial Unit Price of the Common Units
immediately prior to giving effect to such distribution.

(b) The Minimum Quarterly Distribution, First Target Distribution, Second
Target Distribution and Third Target Distribution shall also be subject to
adjustment pursuant to Section 5.8.

C-49

Section 5.7 Special Provisions Relating to the Senior Subordinated Units and
-----------------------------
Junior Subordinated Units.
------

Except with respect to the right to vote on or approve matters requiring the
vote or approval of a percentage of the holders of Outstanding Common Units and
the right to participate in allocations of income, gain, loss and deduction and
distributions of cash made with respect to Common Units pursuant to this
Article V,[] the holder of a[/] and except as provided in Section 6.12 and
------------------------------------------
Section 17.1, the holder of a Senior Subordinated Unit or a Junior Subordinated
- ------------------------------------------------------------------
Unit shall have all of the rights and obligations of a Limited Partner holding
Common Units hereunder; provided, however, that immediately upon the end of the
Subordination Period[] or upon the conversion of Subordinated Units as;
provided, however, in Section 4.6,[/] the holder of a Senior Subordinated Unit
------------------------
or Junior Subordinated Unit shall possess all of the rights and obligations of a
- ---------
Limited Partner holding Class B Common Units hereunder, including, without
limitation, the right to vote as a Common Unitholder and the right to
participate in allocations of income, gain, loss and deduction and distributions
of cash made with respect to Common Units pursuant to this Article V (but such
converted Senior Subordinated Units and Junior Subordinated Units shall remain
------------------------------------
subject to the provisions of Sections 4.9(c)(ii) and 5.1(d)(x)).     

Section 5.8 Entity-Level Taxation.

If legislation is enacted or the interpretation of existing language is
modified by the relevant governmental authority which causes the Partnership or
the Operating Partnership to be treated as an association taxable as a
corporation or otherwise subjects the Partnership or the Operating Partnership
to entity-level taxation for federal income tax purposes, the Minimum Quarterly
Distribution, First Target Distribution, Second Target Distribution or Third
Target Distribution, as the case may be, shall be equal to the product obtained
by multiplying (a) the amount thereof by (b) one minus the sum of (i) the
highest marginal federal corporate (or other entity, as applicable) income tax
rate of the Partnership for the taxable year of the Partnership in which such
Quarter occurs (expressed as a percentage) plus (ii) the effective overall
state and local income tax rate (expressed as a percentage) applicable to the
Partnership for the calendar year next preceding the calendar year in which
such Quarter occurs (after taking into account the benefit of any deduction
allowable for federal income tax purposes with respect to the payment of state
and local income taxes), but only to the extent of the increase in such rates
resulting from such legislation or interpretation. Such effective overall state
and local income tax rate shall be determined for the taxable year next
preceding the first taxable year during which the Partnership or the Operating
Partnership is taxable for federal income tax purposes as an association
taxable as a corporation or is otherwise subject to entity-level taxation by
determining such rate as if the Partnership or the Operating Partnership had
been subject to such state and local taxes during such preceding taxable year.

C-50

ARTICLE VI

[]Management and Operation of Business[/] MANAGEMENT AND
OPERATION OF BUSINESS

Section 6.1 Management.

(a) The General Partner shall conduct, direct and manage all activities of
the Partnership. Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership shall be
exclusively vested in the General Partner, and no Limited Partner or Assignee
shall have any management power over the business and affairs of the
Partnership. In addition to the powers now or hereafter granted a general
partner of a limited partnership under applicable law or which are granted to
the General Partner under any other provision of this Agreement, the General
Partner, subject to Section 6.3, shall have full power and authority to do all
things and on such terms as it, in its sole discretion, may deem necessary or
appropriate to conduct the business of the Partnership, to exercise all powers
set forth in Section 3.2 and to effectuate the purposes set forth in Section
3.1, including the following:

(i) the making of any expenditures, the lending or borrowing of money,
the assumption or guarantee of, or other contracting for, indebtedness and
other liabilities, the issuance of evidences of indebtedness and the
incurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of
periodic or other reports to governmental or other agencies having
jurisdiction over the business or assets of the Partnership;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance,
hypothecation or exchange of any or all of the assets of the Partnership or
the merger or other combination of the Partnership with or into another
Person (the matters described in this clause (iii) being subject, however,
-------------------------------------------------------------------
to any prior approval that may be required by Section 6.3);
----------------------------------------------------------

(iv) the use of the assets of the Partnership (including cash on hand)
for any purpose consistent with the terms of this Agreement, including the
financing of the conduct of the operations of the Partnership or the
Operating Partnership, the lending of funds to other Persons (including the
[]Operating Partnership, the General Partner and its Affiliates)[/] Group
-----
Members), the repayment of obligations of the Partnership and the Operating
-------
Partnership and the making of capital contributions to the Operating
Partnership;

(v) the negotiation, execution and performance of any contracts,
conveyances or other instruments (including instruments that limit the
liability of the Partnership under contractual arrangements to all or
particular assets of the Partnership, with the other party to the contract
to have no recourse against the General Partner or its assets other than
its interest in the Partnership, even if same results in the terms of the
transaction being less favorable to the Partnership than would otherwise be
the case);

(vi) the distribution of Partnership cash;

(vii) the selection and dismissal of employees, including those of the
----------------------
Operating Partnership (including employees having titles such as
---------------------
"president," "vice president," "secretary" and

C-51

"treasurer") and agents, outside attorneys, accountants, consultants and
contractors and the determination of their compensation and other terms of
employment or hiring;

(viii) the maintenance of such insurance for the benefit of the
Partnership Group and the Partners as it deems necessary or appropriate;

(ix) the formation of, or acquisition of an interest in, and the
contribution of property and the making of loans to, any further limited or
general partnerships, joint ventures, corporations, limited liability
companies or other relationships (including the acquisition of interests
in, and the contributions of property to, the Operating Partnership from
time to time);

(x) the control of any matters affecting the rights and obligations of
the Partnership, including the bringing and defending of actions at law or
in equity and otherwise engaging in the conduct of litigation and the
incurring of legal expense and the settlement of claims and litigation;

(xi) the indemnification of any Person against liabilities and
contingencies to the extent permitted by law;

(xii) the entering into of listing agreements with any National
Securities Exchange and the delisting of some or all of the Units from, or
requesting that trading be suspended on, any such exchange (subject to any
prior approval that may be required under Section 1.6);

(xiii) the purchase, sale or other acquisition or disposition of Units
(subject to Section 6.12 and Section 17.1); and
-------------------------------------------

(xiv) the undertaking of any action in connection with the Partnership's
participation in the Operating Partnership as the limited partner.

(b) Notwithstanding any other provision of this Agreement, the Operating
Partnership Agreement, the Delaware Act or any applicable law, rule or
regulation, each of the Partners and Assignees and each other Person who may
acquire an interest in Units hereby (i) approves, ratifies and confirms the
execution, delivery and performance by the parties thereto of the Operating
Partnership Agreement, the Underwriting Agreement, the Conveyance and
Contribution Agreements, the agreements and other documents filed as exhibits
-
to the Proxy Statement and the Equity Offering Registration Statement, and the
---------------------------------------
other agreements described in or filed as a part of the Proxy Statement and the
-----------------------
Equity Registration Statement; (ii) agrees that the General Partner (on its own
- ------
or through any officer of the Partnership) is authorized to execute, deliver
and perform the agreements referred to in clause (i) of this sentence and the
other agreements, acts, transactions and matters described in or contemplated
by the Proxy Statement and the Equity Registration Statement on behalf of the
------------------------------
Partnership without any further act, approval or vote of the Partners or the
Assignees or the other Persons who may acquire an interest in Units; and (iii)
agrees that the execution, delivery or performance by the General Partner, any
Group Member or any Affiliate of any of them, of this Agreement or any
agreement authorized or permitted under this Agreement (including the exercise
by the General Partner or any Affiliate of the General Partner of the rights
accorded pursuant to Article XVII), shall not constitute a breach by the
General Partner of any duty that the General Partner may owe the Partnership or
the Limited Partners or the Assignees or any other Persons under this Agreement
(or any other agreements) or of any duty stated or implied by law or equity.

C-52

Section 6.2 Certificate of Limited Partnership.

The General Partner has caused the Certificate of Limited Partnership to be
filed with the Secretary of State of the State of Delaware as required by the
Delaware Act and shall use all reasonable efforts to cause to be filed such
other certificates or documents as may be determined by the General Partner in
its sole discretion to be reasonable and necessary or appropriate for the
formation, continuation, qualification and operation of a limited partnership
(or a partnership in which the limited partners have limited liability) in the
State of Delaware or any other state in which the Partnership may elect to do
business or own property. To the extent that such action is determined by the
General Partner in its sole discretion to be reasonable and necessary or
appropriate, the General Partner shall file amendments to and restatements of
the Certificate of Limited Partnership and do all things to maintain the
Partnership as a limited partnership (or a partnership in which the limited
partners have limited liability) under the laws of the State of Delaware or of
any other state in which the Partnership may elect to do business or own
property. Subject to the terms of Section 7.5(a), the General Partner shall not
be required, before or after filing, to deliver or mail a copy of the
Certificate of Limited Partnership, any qualification document or any amendment
thereto to any Limited Partner or Assignee.

Section 6.3 Restrictions on General Partner's Authority.

(a) The General Partner may not, without written approval of the specific act
by all of the Outstanding Units or by other written instrument executed and
delivered by all of the Outstanding Units subsequent to the date of this
Agreement, take any action in contravention of this Agreement, including,
except as otherwise provided in this Agreement, (i) committing any act that
would make it impossible to carry on the ordinary business of the Partnership;
(ii) possessing Partnership property, or assigning any rights in specific
Partnership property, for other than a Partnership purpose; (iii) admitting a
Person as a Partner; (iv) amending this Agreement in any manner; or (v)
transferring its interest as general partner of the Partnership.

(b) Except as provided in Articles XIV and XVI, the General Partner may not
sell, exchange or otherwise dispose of all or substantially all of the
Partnership's assets in a single transaction or a series of related
transactions or approve on behalf of the Partnership the sale, exchange or
other disposition of all or substantially all of the assets of the Operating
Partnership, without the approval of holders of a Unit Majority; provided,
however, that this provision shall not preclude or limit the General Partner's
ability to mortgage, pledge, hypothecate or grant a security interest in all or
substantially all of the assets of the Partnership or Operating Partnership and
shall not apply to any forced sale of any or all of the assets of the
Partnership or Operating Partnership pursuant to the foreclosure of, or other
realization upon, any such encumbrance. Without the approval of holders of a
Unit Majority, the General Partner shall not, on behalf of the Partnership, (i)
consent to any amendment to the Operating Partnership Agreement or, except as
expressly permitted by Section 6.9(d), take any action permitted to be taken by
a partner of the Operating Partnership, in either case, that would have a
material adverse effect on the Partnership as a partner of the Operating
Partnership or (ii) except as permitted under Sections 11.2, 13.1 and 13.2,
elect or cause the Partnership to elect a successor general partner of the
Operating Partnership.     

C-53

[](c) At all times while serving as the general partner of the Partnership, the
General Partner shall not make any dividend or distribution on, or repurchase
any shares of, its stock or take any other action within its control if the
effect of such action would cause its net worth, independent of its interest in
the Partnership Group, to be less than $6.0 million.[/]

Section 6.4 Reimbursement of the General Partner.

(a) Except as provided in this Section 6.4 and elsewhere in this Agreement or
in the Operating Partnership Agreement, the General Partner shall not be
compensated for its services as general partner of any Group Member.

(b) The General Partner shall be reimbursed on a monthly basis, or such other
basis as the General Partner may determine in its sole discretion, for (i) all
direct and indirect expenses it incurs or payments it makes on behalf of the
Partnership (including salary, bonus, incentive compensation and other amounts
paid to any Person to perform services for the Partnership, the Operating
------------- 
Partnership or for the General Partner in the discharge of its duties to the
- -----------
Partnership), and (ii) all other necessary or appropriate expenses allocable to
the Partnership or otherwise reasonably incurred by the General Partner in
connection with operating the Partnership's business (including expenses
allocated to the General Partner by its Affiliates). The General Partner shall
determine the expenses that are allocable to the Partnership in any reasonable
manner determined by the General Partner in its sole discretion. Reimbursements
pursuant to this Section 6.4 shall be in addition to any reimbursement to the
General Partner as a result of indemnification pursuant to Section 6.7.

(c) Subject to Section 4.5, the General Partner, in its sole discretion and
without the approval of the Limited Partners (who shall have no right to vote
in respect thereof), may propose, adopt and amend on behalf of the Partnership
employee benefit plans, employee programs and employee practices (including
plans, programs and practices involving the issuance of Units), or issue
Partnership Securities pursuant to any employee benefit plan, employee program
or employee practice maintained or sponsored by the General Partner or any of
its Affiliates, in each case for the benefit of employees of the General
Partner, any Group Member or any Affiliate, or any of them, in respect of
services performed, directly or indirectly, for the benefit of the Partnership
Group. The Partnership agrees to issue and sell to the General Partner or any
of its Affiliates any Units or other Partnership Securities that the General
Partner or such Affiliate is obligated to provide to any employees pursuant to
any such employee benefit plans, employee programs or employee practices.
Expenses incurred by the General Partner in connection with any such plans,
programs and practices (including the net cost to the General Partner or such
Affiliate of Units or other Partnership Securities purchased by the General
Partner or such Affiliate from the Partnership to fulfill options or awards
under such plans, programs and practices) shall be reimbursed in accordance
with Section 6.4(b). Any and all obligations of the General Partner under any
employee benefit plans, employee programs or employee practices adopted by the
General Partner as permitted by this Section 6.4(c) shall constitute
obligations of the General Partner hereunder and shall be assumed by any
successor General Partner approved pursuant to Section 13.1 or 13.2 or the
transferee of or successor to all of the General Partner's Partnership Interest
(which is represented by the General Partner Units) as a general partner in the
- ---------------------------------------------------
Partnership pursuant to Section 11.2.

C-54

Section 6.5 Outside Activities.

(a) After the Closing Date Effective Time, the General Partner, for so long
as it is the general partner of the Partnership, shall not engage in any
business or activity or incur any debts or liabilities except in connection
with or incidental to (i) its performance as general partner of one or more
Group Members or as described in or contemplated by the Registration Proxy
-----
Statement or (ii) the acquiring, owning or disposing of debt or equity
securities in any Group Member.

(b)[] Petroleum Heat and Power Co., Inc. ("Petro") or an Affiliate may engage
in the propane business provided it complies with the Non-competition
Agreement[/] Certain Affiliates of the General Partner have entered into the 
---------------------------------------------------------------
Non-competition Agreement with the Partnership and the Operating Partnership,
- -----------------------------------------------------------------------------
which agreement sets forth certain restrictions on the ability of such
- ----------------------------------------------------------------------
Affiliates to compete with the Partnership and the Operating Partnership. Any
- -------------------------------------------------------------------------
amendments or waivers to the Non-competition Agreement must be approved by the
Audit Committee.

(c) Except as restricted by Sections 6.5(a) or (b) and the Non-competition
-----------------------
Agreement, each Indemnitee (other than the General Partner) shall have the
- ----------                 --------------------------------
right to engage in businesses of every type and description and other
activities for profit and to engage in and possess an interest in other
business ventures of any and every type or description, whether in businesses
engaged in or anticipated to be engaged in by any Group Member, independently
or with others, including business interests and activities in direct
competition with the business and activities of any Group Member, and none of
the same shall constitute a breach of this Agreement or any duty to any Group
Member or any Partner or Assignee. Neither any Group Member, any Limited
Partner nor any other Person shall have any rights by virtue of this Agreement,
the Operating Partnership Agreement or the partnership relationship established
hereby or thereby in any business ventures of any Indemnitee.

(d) []Notwithstanding[/] Subject to Sections 6.5(a), (b) and (c) and the terms
-----------------------------------------------------
of the Non-competition Agreement, but otherwise notwithstanding anything to the
- ---------------------------------------------------------------
contrary in this Agreement, (i) the engaging in competitive activities by any
Indemnitees (other than the General Partner) in accordance with the provisions
--------------------------------
of this Section 6.5 is hereby approved by the Partnership and all Partners and
(ii) it shall be deemed not to be a breach of the General Partner's fiduciary
duty or any other obligation of any type whatsoever of the General Partner for
the Indemnitees (other than the General Partner) to engage in such business
--------------------------------
interests and activities in preference to or to the exclusion of the Partnership
(including, without limitation, the General Partner and the Indemnitees shall
have no obligation to present business opportunities to the Partnership).

(e) The General Partner and any of its Affiliates may acquire Units or other
Partnership Securities in addition to those acquired []on[/] at the []Closing
--
Date[/] Effective Time and, except as otherwise provided in this Agreement,
--------------
shall be entitled to exercise all rights of an Assignee or Limited Partner, as
applicable, relating to such Units or Partnership Securities.

(f) The term "Affiliates" when used in Section 6.5(b) with respect to the
General Partner shall not include any Group Member or any Subsidiary of the
Group Member.

C-55

Section 6.6 Loans from the General Partner; Contracts with Affiliates; Certain
Restrictions on the General Partner.

(a) The General Partner or any Affiliate thereof may lend to any Group
Member, and any Group Member may borrow, funds needed or desired by the Group
Member for such periods of time and in such amounts as the General Partner may
determine; provided, however, that in any such case the lending party may not
charge the borrowing party interest at a rate greater than the rate that would
be charged the borrowing party or impose terms less favorable to the borrowing
party than would be charged or imposed on the borrowing party by unrelated
lenders on comparable loans made on an arms'-length basis (without reference to
the lending party's financial abilities or guarantees). The borrowing party
shall reimburse the lending party for any costs (other than any additional
interest costs) incurred by the lending party in connection with the borrowing
of such funds. For purposes of this Section 6.6(a) and Section 6.6(b), the term
"Group Member" shall include any Affiliate of the Group Member that is
controlled by the Group Member. []The Partnership and the Operating Partnership
may not[/] No Group Member may lend funds to the General Partner or any of its
Affiliates.

(b) The Partnership may lend or contribute to any Group Member, and any Group
Member may borrow, funds on terms and conditions established in the sole
discretion of the General Partner; provided, however, that the Partnership may
not charge the Group Member interest at a rate greater than the rate that would
be charged to the Group Member (without reference to the General Partner's
financial abilities or guarantees), by unrelated lenders on comparable loans.
The foregoing authority shall be exercised by the General Partner in its sole
discretion and shall not create any right or benefit in favor of any Group
Member or any other Person.

(c) The General Partner may itself, or may enter into an agreement with any
of its Affiliates to, render services to the Partnership or to the General
Partner in the discharge of its duties as general partner of the Partnership.
Any services rendered to the Partnership by the General Partner or any of its
Affiliates shall be on terms that are fair and reasonable to the Partnership;
provided, however, that the requirements of this Section 6.6(c) shall be deemed
satisfied as to (i) any transaction approved by Special Approval, (ii) any
transaction, the terms of which are no less favorable to the Partnership than
those generally being provided to or available from unrelated third parties or
(iii) any transaction that, taking into account the totality of the
relationships between the parties involved (including other transactions that
may be particularly favorable or advantageous to the Partnership), is equitable
to the Partnership. The provisions of Section 6.4 shall apply to the rendering
of services described in this Section 6.6(c).

(d) The Partnership may transfer assets to joint ventures, other
partnerships, corporations, limited liability companies or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions as are consistent with this Agreement and applicable
law.

(e) Neither the General Partner nor any of its Affiliates shall sell,
transfer or convey any property to, or purchase any property from, the
Partnership, directly or indirectly, except pursuant to transactions that are
fair and reasonable to the Partnership; provided, however, that the
requirements of this Section 6.6(e) shall be deemed to be satisfied as to (i)
the transactions effected pursuant to

C-56

Sections 4.1, 4.2 and 4.3, the Conveyance and Contribution Agreements and any
-
other transactions described in or contemplated by the []Registration[/] Proxy
-----
Statement, (ii) any transaction approved by Special Approval, (iii) any
transaction, the terms of which are no less favorable to the Partnership than
those generally being provided to or available from unrelated third parties, or
(iv) any transaction that, taking into account the totality of the
relationships between the parties involved (including other transactions that
may be particularly favorable or advantageous to the Partnership), is equitable
to the Partnership. With respect to any contribution of assets to the
Partnership in exchange for Units, the Audit Committee, in determining whether
the appropriate number of Units are being issued, should take into account,
among other things, the fair market value of the assets, the liquidated and
contingent liabilities assumed, the tax basis in the assets, the extent to
which tax-only allocations to the transferor will protect the existing partners
of the Partnership against a low tax basis, and such other factors as the Audit
Committee deems relevant under the circumstances.

(f) The General Partner and its Affiliates will have no obligation to permit
any Group Member to use any facilities or assets of the General Partner and its
Affiliates, except as may be provided in contracts entered into from time to
time specifically dealing with such use, nor shall there be any obligation on
the part of the General Partner or its Affiliates to enter into such contracts.

(g) []Notwithstanding any provision of this Agreement to the contrary, prior
to the termination of the Additional Capital Contribution Obligation, the
General Partner may not, (i) make any dividends or distributions of any cash or
other assets to its stockholders, other than (v) the proceeds of the First
Mortgage Notes (other than the $6.0 million used to fund the Additional Capital
Contribution Obligation), (w) the Subordinated Units, (x) distributions from the
Partnership or the Operating Partnership, (y) interest and profits earned on
Permitted Investments and (z) interest on any loan to Petro, (ii) incur any
indebtedness for borrowed money (other than its obligations with respect to
indebtedness of the Partnership, Operating Partnership or any other subsidiary
entity of the Partnership) or (iii) merge with or into any other Person or
permit any Person to merge with or into the General Partner or to sell all or
substantially all of its assets in one or a series of transactions. In addition,
prior to the termination of the Additional Capital Contribution Obligation the
General Partner shall maintain $6.0 million in Permitted Investments; provided,
however, that such $6.0 million shall be reduced from time to time to the extent
and in the amount the Additional Capital Contribution Obligation is reduced in
accordance with Section 4.2(b).[/]

[](h) [/]Without limitation of Sections 6.6(a) through 6.6(f), and
------
notwithstanding anything to the contrary in this Agreement, the existence of the
conflicts of interest described in the []Registration [/]Proxy Statement are
-----
hereby approved by all Partners.

Section 6.7 Indemnification.

(a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and
held harmless by the Partnership from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in which any
Indemnitee may be involved, or is threatened to be involved, as a party or
otherwise, by reason of its status as an Indemnitee; provided, that in each
case the Indemnitee acted     

C-57

[]in good faith and in a manner that such Indemnitee reasonably believed to be
in, or not opposed to, the best interests of the Partnership and, with respect
to any criminal proceeding, had no reasonable cause to believe its conduct was
unlawful; provided, further, no indemnification pursuant to this Section 6.7
shall be available to the General Partner or Petro with respect to their
respective obligations incurred pursuant to the Underwriting Agreement or the
Conveyance and Contribution[/] Agreements (other than obligations incurred by
----------
the General Partner on behalf of the Partnership or the Operating Partnership).
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Indemnitee acted in a manner contrary to
that specified above. Any indemnification pursuant to this Section 6.7 shall be
made only out of the assets of the Partnership, it being agreed that the General
Partner shall not be personally liable for such indemnification and shall have
no obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees
and expenses) incurred by an Indemnitee who is indemnified pursuant to Section
6.7(a) in defending any claim, demand, action, suit or proceeding shall, from
time to time, be advanced by the Partnership prior to the final disposition of
such claim, demand, action, suit or proceeding upon receipt by the Partnership
of an undertaking by or on behalf of the Indemnitee to repay such amount if it
shall be determined that the Indemnitee is not entitled to be indemnified as
authorized in this Section 6.7.

(c) The indemnification provided by this Section 6.7 shall be in addition to
any other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding Units, as a matter of law or
otherwise, both as to actions in the Indemnitee's capacity as an Indemnitee and
as to actions in any other capacity (including any capacity under the
Underwriting Agreement), and shall continue as to an Indemnitee who has ceased
to serve in such capacity and shall inure to the benefit of the heirs,
successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General
Partner or its Affiliates for the cost of) insurance, on behalf of the General
Partner and such other Persons as the General Partner shall determine, against
any liability that may be asserted against or expense that may be incurred by
such Person in connection with the Partnership's activities, regardless of
whether the Partnership would have the power to indemnify such Person against
such liability under the provisions of this Agreement.

(e) For purposes of this Section 6.7, the Partnership shall be deemed to have
requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute "fines"
within the meaning of Section 6.7(a); and action taken or omitted by it with
respect to any employee benefit plan in the performance of its duties for a
purpose reasonably believed by it to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in, or
not opposed to, the best interests of the Partnership.

C-58

(f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 6.7 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 6.7 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 6.7 or any provision
hereof shall in any manner terminate, reduce or impair the right of any past,
present or future Indemnitee to be indemnified by the Partnership, nor the
obligations of the Partnership to indemnify any such Indemnitee under and in
accordance with the provisions of this Section 6.7 as in effect immediately
prior to such amendment, modification or repeal with respect to claims arising
from or relating to matters occurring, in whole or in part, prior to such
amendment, modification or repeal, regardless of when such claims may arise or
be asserted.

Section 6.8 Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement, no
Indemnitee shall be liable for monetary damages to the Partnership, the Limited
Partners, the Assignees or any other Persons who have acquired interests in the
Units, for losses sustained or liabilities incurred as a result of any act or
omission if such Indemnitee acted in good faith.

(b) Subject to its obligations and duties as General Partner set forth in
Section 6.1(a), the General Partner may exercise any of the powers granted to
it by this Agreement and perform any of the duties imposed upon it hereunder
either directly or by or through its agents, and the General Partner shall not
be responsible for any misconduct or negligence on the part of any such agent
appointed by the General Partner in good faith.

(c) Any amendment, modification or repeal of this Section 6.8 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability to the Partnership and the Limited Partners of the
General Partner, its directors, officers and employees and any other
Indemnitees under this Section 6.8 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be
asserted.

Section 6.9 Resolution of Conflicts of Interest.

(a) Unless otherwise expressly provided in this Agreement or the Operating
Partnership Agreement, whenever a potential conflict of interest exists or
arises between the General Partner or any of its Affiliates, on the one hand,
and the Partnership, the Operating Partnership, any Partner or any Assignee, on
the other hand, any resolution or course of action in respect of such conflict
of interest shall be permitted and deemed approved by all Partners, and shall
not constitute a breach of this Agreement, of the Operating Partnership
Agreement, of any agreement contemplated herein or

C-59

therein, or of any duty stated or implied by law or equity, if the resolution
or course of action is, or by operation of this Agreement is deemed to be, fair
and reasonable to the Partnership. The General Partner shall be authorized but
not required in connection with its resolution of such conflict of interest to
seek Special Approval of a resolution of such conflict or course of action. Any
conflict of interest and any resolution of such conflict of interest shall be
conclusively deemed fair and reasonable to the Partnership if such conflict of
interest or resolution is (i) approved by Special Approval, (ii) on terms no
less favorable to the Partnership than those generally being provided to or
available from unrelated third parties or (iii) fair to the Partnership, taking
into account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or
advantageous to the Partnership). The General Partner may also adopt a
resolution or course of action that has not received Special Approval. The
General Partner (including the Audit Committee in connection with Special
Approval) shall be authorized in connection with its determination of what is
"fair and reasonable" to the Partnership and in connection with its resolution
of any conflict of interest to consider (A) the relative interests of any party
to such conflict, agreement, transaction or situation and the benefits and
burdens relating to such interest; (B) any customary or accepted industry
practices and any customary or historical dealings with a particular Person;
(C) any applicable generally accepted accounting practices or principles; and
(D) such additional factors as the General Partner (including the Audit
Committee) determines in its sole discretion to be relevant, reasonable or
appropriate under the circumstances. Nothing contained in this Agreement,
however, is intended to nor shall it be construed to require the General
Partner (including the Audit Committee) to consider the interests of any Person
other than the Partnership. In the absence of bad faith by the General Partner,
the resolution, action or terms so made, taken or provided by the General
Partner with respect to such matter shall not constitute a breach of this
Agreement or any other agreement contemplated herein or a breach of any
standard of care or duty imposed herein or therein or, to the extent permitted
by law, under the Delaware Act or any other law, rule or regulation.

(b) Whenever this Agreement or any other agreement contemplated hereby
provides that the General Partner or any of its Affiliates is permitted or
required to make a decision (i) in its "sole discretion" or "discretion," that
it deems "necessary or appropriate" or "necessary or advisable" or under a
grant of similar authority or latitude, except as otherwise provided herein,
the General Partner or such Affiliate shall be entitled to consider only such
interests and factors as it desires and shall have no duty or obligation to
give any consideration to any interest of, or factors affecting, the
Partnership, the Operating Partnership, any Limited Partner or any Assignee,
(ii) it may make such decision in its sole discretion (regardless of whether
there is a reference to "sole discretion" or "discretion") unless another
express standard is provided for, or (iii) in "good faith" or under another
express standard, the General Partner or such Affiliate shall act under such
express standard and shall not be subject to any other or different standards
imposed by this Agreement, the Operating Partnership Agreement, any other
agreement contemplated hereby or under the Delaware Act or any other law, rule
or regulation. In addition, any actions taken by the General Partner or such
Affiliate consistent with the standards of "reasonable discretion" set forth in
the definitions of Available Cash or Operating Surplus shall not constitute a
breach of any duty of the General Partner to the Partnership or the Limited
Partners. The General Partner shall have no duty, express or implied, to sell
or otherwise dispose of any asset of the Partnership Group. No borrowing by any
Group Member

C-60

or the approval thereof by the General Partner shall be deemed to constitute a
breach of any duty of the General Partner to the Partnership or the Limited
Partners by reason of the fact that the purpose or effect of such borrowing is
directly or indirectly to (A) []enable distributions respect of the general
partner interest to exceed 1%[/] on the General Partner Units to exceed the
------------------------------------------
General Partner's Percentage Interest of the total amount distributed or (B)
- -------------------------------------                                 --
hasten the expiration of the Subordination Period or the conversion of any
Senior Subordinated Units or Junior Subordinated Units into []Common Units or
- -----------------------------------
(C) enable the General Partner to avoid or reduce its Additional Capital
Contribution Obligation.[/] Class B Common Units.     
---------------------

(c) Whenever a particular transaction, arrangement or resolution of a
conflict of interest is required under this Agreement to be "fair and
reasonable" to any Person, the fair and reasonable nature of such transaction,
arrangement or resolution shall be considered in the context of all similar or
related transactions.

(d) The Limited Partners hereby authorize the General Partner, on behalf of
the Partnership as a partner of a Group Member, to approve of actions by the
general partner of such Group Member similar to those actions permitted to be
taken by the General Partner pursuant to this Section 6.9.

Section 6.10 Other Matters Concerning the General Partner.

(a) The General Partner may rely and shall be protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, bond, debenture or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants,
appraisers, management consultants, investment bankers and other consultants
and advisers selected by it, and any act taken or omitted to be taken in
reliance upon the opinion (including an Opinion of Counsel) of such Persons as
to matters that the General Partner reasonably believes to be within such
Person's professional or expert competence shall be conclusively presumed to
have been done or omitted in good faith and in accordance with such opinion.

(c) The General Partner shall have the right, in respect of any of its powers
or obligations hereunder, to act through any of its duly authorized officers, a
duly appointed attorney or attorneys-in-fact or the duly authorized officers of
the Partnership.

(d) Any standard of care and duty imposed by this Agreement or under the
Delaware Act or any applicable law, rule or regulation shall be modified,
waived or limited, to the extent permitted by law, as required to permit the
General Partner to act under this Agreement or any other agreement contemplated
by this Agreement and to make any decision pursuant to the authority prescribed
in this Agreement, so long as such action is reasonably believed by the General
Partner to be in, or not inconsistent with, the best interests of the
Partnership.

Section 6.11 Title to Partnership Assets.

Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner or Assignee, individually

C-61

or collectively, shall have any ownership interest in such Partnership assets
or any portion thereof. Title to any or all of the Partnership assets may be
held in the name of the Partnership, the General Partner, one or more of its
Affiliates or one or more nominees, as the General Partner may determine. The
General Partner hereby declares and warrants that any Partnership assets for
which record title is held in the name of the General Partner or one or more of
its Affiliates or one or more nominees shall be held by the General Partner or
such Affiliate or nominee for the use and benefit of the Partnership in
accordance with the provisions of this Agreement; provided, however, that the
General Partner shall use its reasonable efforts to cause record title to such
assets (other than those assets in respect of which the General Partner
determines that the expense and difficulty of conveyancing makes transfer of
record title to the Partnership impracticable) to be vested in the Partnership
as soon as reasonably practicable; provided that, prior to the withdrawal or
removal of the General Partner or as soon thereafter as practicable, the
General Partner shall use reasonable efforts to effect the transfer of record
title to the Partnership and, prior to any such transfer, will provide for the
use of such assets in a manner satisfactory to the Partnership. All Partnership
assets shall be recorded as the property of the Partnership in its books and
records, irrespective of the name in which record title to such Partnership
assets is held. The General Partner covenants and agrees that at the []Closing
Date[/] Effective Time, the Partnership Group shall have all licenses, permits,
---------------  
certificates, franchises, or other governmental authorizations or permits
necessary for the ownership of their properties or for the conduct of their
businesses, except for such licenses, permits, certificates, franchises, or
other governmental authorizations or permits, failure to have obtained which
will not, individually or in the aggregate, have a material adverse effect on
the Partnership Group.     

Section 6.12 Purchase or Sale of Units.

The General Partner may cause the Partnership to purchase or otherwise
acquire Units; provided that, except as permitted pursuant to Section 11.6 and
Section 17.1(a), the General Partner may not cause the Partnership to purchase
[]Subordinated[/] Units other than Common Units during the Subordination Period.
-----------------------
As long as Units are held by any Group Member, such Units shall not be
considered Outstanding for any purpose, except as otherwise provided herein. The
General Partner or any Affiliate of the General Partner (other than a Group
------------------- 
Member) may also purchase or otherwise acquire and sell or otherwise dispose of
- -------
Units for its own account, subject to the provisions of Articles XI and XII.

Section 6.13 Registration Rights.

[]6.13 Registration Rights of Star Gas and its Affiliates.[/] (a) If (i)
[]Star Gas the General Partner or any Affiliate of []Star Gas[/] the General
-------------------                                   -----------
Partner (including for purposes of this Section 6.13, any Person that is an
- -------
Affiliate of []Star Gas[/] the General Partner at the date hereof
-------------------
notwithstanding that it may later cease to be an Affiliate of []Star Gas[/] the
---
General Partner) holds Units or other Partnership Securities that it desires to
- ----------------
sell and (ii) Rule 144 of the Securities Act (or any successor rule or
regulation to Rule 144) or another exemption from registration is not available
to enable such holder of Units (the "Holder") to dispose of the number of Units
or other []securities[/] Partnership Securities it desires to sell at the time
----------------------
it desires to do so without registration under the Securities Act, then upon the
request of []Star Gas[/] the General Partner or any of its Affiliates, the
-------------------
Partnership shall file with the Commission as promptly as practicable after
receiving such request, and use all reasonable efforts to cause to become
effective and remain effective for a period of not less than six months
following its effective

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date or such shorter period as shall terminate when all Units or other
- ----------------------------------------------------------------------
Partnership Securities covered by such registration statement have been sold, a
- -------------------------------------------------------------------------------
registration statement under the Securities Act registering the offering and
- ----------------------------------------------------------------------------
sale of the number of Units or other[] securities[/] Partnership Securities
- ------------------------------------                 ----------------------
specified by the Holder; provided, however, that the Partnership shall not be
required to effect more than three registrations pursuant to this Section
6.13(a); and provided, further, however, that if the Audit Committee determines
in its good faith judgment that a postponement of the requested registration
for up to six months would be in the best interests of the Partnership and its
Partners due to a pending transaction, investigation or other event, the filing
of such registration statement or the effectiveness thereof may be deferred for
up to six months, but not thereafter. In connection with any registration
pursuant to the immediately preceding sentence, the Partnership shall promptly
prepare and file (x) such documents as may be necessary to register or qualify
the []securities[/] Partnership Securities subject to such registration under
----------------------
the securities laws of such states as the Holder shall reasonably request;
provided, however, that no such qualification shall be required in any
jurisdiction where, as a result thereof, the Partnership would become subject
to general service of process or to taxation or qualification to do business as
a foreign corporation or partnership doing business in such jurisdiction, and
(y) such documents as may be necessary to apply for listing or to list the
[]securities[/] Partnership Securities subject to such registration on such
----------------------
National Securities Exchange as the Holder shall reasonably request, and do any
and all other acts and things that may reasonably be necessary or advisable to
enable the Holder to consummate a public sale of such Units in such states.
Except as set forth in Section 6.13(c), all costs and expenses of any such
registration and offering (other than the underwriting discounts and
commissions) shall be paid by the Partnership, without reimbursement by the
Holder.     

(b) If the Partnership shall at any time propose to file a registration
statement under the Securities Act for an offering of equity securities of the
Partnership for cash (other than an offering relating solely to an employee
benefit plan), the Partnership shall use all reasonable efforts to include such
number or amount of []securities[/] Partnership Securities held by the Holder in
----------------------
such registration statement as the Holder shall request. If the proposed
offering pursuant to this Section 6.13(b) shall be an underwritten offering,
then, in the event that the managing underwriter of such offering advises the
Partnership and the Holder in writing that in its opinion the inclusion of all
or some of the Holder's Partnership Securities would adversely and materially
----------------------
affect the success of the offering, the Partnership shall include in such
offering only that number or amount, if any, of Partnership Securities held by
the Holder which, in the opinion of the managing underwriter, will not so
adversely and materially affect the offering. Except as set forth in Section
6.13(c), all costs and expenses of any such registration and offering (other
than the underwriting discounts and commissions) shall be paid by the
Partnership, without reimbursement by the Holder.

(c) If underwriters are engaged in connection with any registration referred
to in this Section 6.13(a) or (f), the Partnership shall provide
indemnification, representations, covenants, opinions and other assurance to
the underwriters in form and substance reasonably satisfactory to such
underwriters. Further, in addition to and not in limitation of the
Partnership's obligation under Section 6.7, the Partnership shall, to the
fullest extent permitted by law, indemnify and hold harmless the Holder, its
officers, directors and each Person who controls the Holder (within the meaning
of the Securities Act) and any agent thereof (collectively, "Indemnified
Persons") against any losses, claims, demands, actions, causes of action,
assessments, damages, liabilities (joint or several), costs

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and expenses (including interest, penalties and reasonable attorneys' fees and
disbursements), resulting to, imposed upon, or incurred by the Indemnified
Persons, directly or indirectly, under the Securities Act or otherwise
(hereinafter referred to in this Section 6.13(c) as a "claim" and in the plural
as "claims") based upon, arising out of or resulting from any untrue statement
or alleged untrue statement of any material fact contained in any registration
statement under which any Units were registered under the Securities Act or any
state securities or Blue Sky laws, in any preliminary prospectus (if used prior
to the effective date of such registration statement), or in any summary or
final prospectus or in any amendment or supplement thereto (if used during the
period the Partnership is required to keep the registration statement current),
or arising out of, based upon or resulting from the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements made therein not misleading; provided,
however, that the Partnership shall not be liable to any Indemnified Person to
the extent that any such claim arises out of, is based upon or results from an
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement, such preliminary, summary or final
prospectus or such amendment or supplement, in reliance upon and in conformity
with written information furnished to the Partnership by or on behalf of such
Indemnified Person specifically for use in the preparation thereof. For
---
purposes of this Section 6.13(c), the term "Holder" shall also include
- ----------------------------------------------------------------------
Affiliates or former Affiliates of Petro holding Common Units and Senior
- ------------------------------------------------------------------------
Subordinated Units.
- -------------------

(d) The provisions of Section 6.13(a) and (b) shall continue to be applicable
with respect to the General Partner (and any of the General Partner's
-------------------                 ---------------
Affiliates) after it ceases to be a Partner of the Partnership, during a period
of two years subsequent to the effective date of such cessation and for so long
thereafter as is required for the Holder to sell all of the Units or other
[]securities[/] of the Partnership Securities with respect to which it has
----------
requested during such two-year period that a registration statement be filed;
provided, however, that the Partnership shall not be required to file successive
registration statements covering the same []securities[/] Partnership Securities
----------------------
for which registration was demanded during such two-year period. The provisions
of Section 6.13(c) shall continue in effect thereafter.     

(e) Any request to register Partnership Securities pursuant to this Section
6.13 shall (i) specify the Partnership Securities intended to be offered and
sold by the Person making the request, (ii) express such Person's present
intent to offer such []shares[/] Partnership Securities for distribution, (iii)
----------------------
describe the nature or method of the proposed offer and sale of Partnership
Securities, and (iv) contain the undertaking of such Person to provide all such
information and materials and take all action as may be required in order to
permit the Partnership to comply with all applicable requirements in connection
with the registration of such Partnership Securities.

(f) Prior to the Effective Time, the Partnership shall have filed with the
--------------------------------------------------------------------------
Commission a registration statement (the "Shelf Registration Statement") on an
- ------------------------------------------------------------------------------
appropriate form under the Securities Act relating to the resale of Common
- --------------------------------------------------------------------------
Units and Senior Subordinated Units issued to Affiliates or former Affiliates
- -----------------------------------------------------------------------------
of Petro. The Partnership shall use all reasonable efforts to cause the Shelf
- -----------------------------------------------------------------------------
Registration Statement to become effective and remain effective for a period of
- -------------------------------------------------------------------------------
not less than one year from the Effective Time or such shorter period as shall
- ------------------------------------------------------------------------------
terminate when all Common Units and Senior Subordinated Units covered by the
- ----------------------------------------------------------------------------
Shelf Registration Statement have been sold pursuant to such registration
- -------------------------------------------------------------------------
statement; provided, however, that if the Audit Committee determines in its
- ---------------------------------------------------------------------------
good
- ---- 
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faith judgment that the sale or distribution of Common Units or Senior
- ----------------------------------------------------------------------
Subordinated Units pursuant to the Shelf Registration Statement would not be in
- -------------------------------------------------------------------------------
the best interests of the Partnership and its Partners due to a pending
- -----------------------------------------------------------------------
transaction, investigation or other event, the Audit Committee may elect that
- -----------------------------------------------------------------------------
the Shelf Registration Statement may not be used for a reasonable period of
- ---------------------------------------------------------------------------
time, not to exceed 120 days in any 365-day period.
- ---------------------------------------------------

Section 6.14 Reliance by Third Parties.

Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the General
Partner and any officer of the Partnership authorized by the General Partner to
act on behalf of and in the name of the Partnership has full power and
authority to encumber, sell or otherwise use in any manner any and all assets
of the Partnership and to enter into any contracts on behalf of the
Partnership, and such Person shall be entitled to deal with the General Partner
or any such officer as if it were the Partnership's sole party in interest,
both legally and beneficially. Each Limited Partner hereby waives any and all
defenses or other remedies that may be available against such Person to
contest, negate or disaffirm any action of the General Partner or any such
officer in connection with any such dealing. In no event shall any Person
dealing with the General Partner or any such officer or its representatives be
obligated to ascertain that the terms of this Agreement have been complied with
or to inquire into the necessity or expedience of any act or action of the
General Partner or any such officer or its representatives. Each and every
certificate, document or other instrument executed on behalf of the Partnership
by the General Partner or any such officer or its representatives shall be
conclusive evidence in favor of any and every Person relying thereon or
claiming thereunder that (a) at the time of the execution and delivery of such
certificate, document or instrument, this Agreement was in full force and
effect, (b) the Person executing and delivering such certificate, document or
instrument was duly authorized and empowered to do so for and on behalf of the
Partnership and (c) such certificate, document or instrument was duly executed
and delivered in accordance with the terms and provisions of this Agreement and
is binding upon the Partnership.

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ARTICLE VII

RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS

Section 7.1 Limitation of Liability.

The Limited Partners, the Organizational Limited Partner and the Assignees
shall have no liability under this Agreement except as expressly provided in
this Agreement or the Delaware Act.

Section 7.2 Management of Business.

No Limited Partner or Assignee (other than the General Partner, any of its
Affiliates or any officer, director, employee, partner, agent or trustee of the
General Partner or any of its Affiliates, in its capacity as such, if such
Person shall also be a Limited Partner or Assignee) shall participate in the
operation, management or control (within the meaning of the Delaware Act) of
the Partnership's business, transact any business in the Partnership's name or
have the power to sign documents for or otherwise bind the Partnership. The
transaction of any such business by the General Partner, any of its Affiliates
or any member, officer, director, employee, partner, agent or trustee of the
-------
General Partner or any of its Affiliates, in its capacity as such, shall not
affect, impair or eliminate the limitations on the liability of the Limited
Partners or Assignees under this Agreement.

Section 7.3 Outside Activities.

Subject to the provisions of Section 6.5 and the Non-competition Agreement,
----------------------------------   
which shall continue to be applicable to the Persons referred to therein,
regardless of whether such Persons shall also be Limited Partners or Assignees,
any Limited Partner or Assignee shall be entitled to and may have business
interests and engage in business activities in addition to those relating to
the Partnership, including business interests and activities in direct
competition with the Partnership Group. Neither the Partnership nor any of the
other Partners or Assignees shall have any rights by virtue of this Agreement
in any business ventures of any Limited Partner or Assignee.

Section 7.4 Return of Capital.

No Limited Partner or Assignee shall be entitled to the withdrawal or return
of its Capital Contribution, except to the extent, if any, that distributions
-------
made pursuant to this Agreement or upon termination of the Partnership may be
considered as such by law and then only to the extent provided for in this
Agreement. Except to the extent provided by Article V or as otherwise expressly
provided in this Agreement, no Limited Partner or Assignee shall have priority
over any other Limited Partner or Assignee either as to the return of Capital
-------
Contributions or as to profits, losses or distributions. Any such return shall
be a compromise to which all Partners and Assignees agree within the meaning of
[](S)[/] Section 17-502(b) of the Delaware Act.
-------

Section 7.5 Rights of Limited Partners to the Partnership.

(a) In addition to other rights provided by this Agreement or by applicable
law, and except as limited by Section 7.5(b), each Limited Partner shall have
the right, for a purpose reasonably related to such Limited Partner's interest
as a limited partner in the Partnership, upon reasonable demand and at such
Limited Partner's own expense:

C-66

(i) to obtain true and full information regarding the status of the
business and financial condition of the Partnership;

(ii) promptly after becoming available, to obtain a copy of the
Partnership's federal, state and local tax returns for each year;

(iii) to have furnished to him, upon notification to the General Partner,
a current list of the name and last known business, residence or mailing
address of each Partner;

(iv) to have furnished to him, upon notification to the General Partner,
a copy of this Agreement and the Certificate of Limited Partnership and all
amendments thereto, together with a copy of the executed copies of all
powers of attorney pursuant to which this Agreement, the Certificate of
Limited Partnership and all amendments thereto have been executed;

(v) to obtain true and full information regarding the amount of cash and
a description and statement of the Net Agreed Value of any other Capital
-------
Contribution by each Partner and which each Partner has agreed to
contribute in the future, and the date on which each became a Partner; and

(vi) to obtain such other information regarding the affairs of the
Partnership as is just and reasonable.

(b) The General Partner may keep confidential from the Limited Partners and
Assignees, for such period of time as the General Partner deems reasonable, (i)
any information that the General Partner reasonably believes to be in the
nature of trade secrets or (ii) other information the disclosure of which the
General Partner in good faith believes (A) is not in the best interests of the
Partnership Group, (B) could damage the Partnership Group or (C) that any Group
Member is required by law or by agreements with third parties to keep
confidential (other than agreements with Affiliates the primary purpose of
which is to circumvent the obligations set forth in this Section 7.5).

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting.

The General Partner shall keep or cause to be kept at the principal office of
the Partnership appropriate books and records with respect to the Partnership's
business, including all books and records necessary to provide to the Limited
Partners any information required to be provided pursuant to Section 7.5(a).
Any books and records maintained by or on behalf of the Partnership in the
regular course of its business, including the record of the Record Holders and
Assignees of Units or other Partnership Securities, books of account and
records of Partnership proceedings, may be kept on, or be in the form of,
computer disks, hard drives, punch cards, magnetic tape, photographs,
micrographics or any other information storage device; provided, that the books
and records so maintained are convertible into clearly legible written form
within a reasonable period of time. The books of the Partnership shall be
maintained, for financial reporting purposes, on an accrual basis in accordance
with generally accepted accounting principles.

Section 8.2 Fiscal Year.

The fiscal year of the Partnership shall be October 1 to September 30.

C-67

Section 8.3 Reports.

(a) As soon as practicable, but in no event later than 120 days after the
close of each fiscal year of the Partnership, the General Partner shall cause
to be mailed to each Record Holder of a Unit as of a date selected by the
General Partner in its sole discretion, an annual report containing financial
statements of the Partnership for such fiscal year of the Partnership,
presented in accordance with generally accepted accounting principles,
including a balance sheet and statements of operations, Partners' equity and
cash flows, such statements to be audited by a firm of independent public
accountants selected by the General Partner.

(b) As soon as practicable, but in no event later than 90 days after the
close of each Quarter except the last Quarter of each fiscal year, the General
Partner shall cause to be mailed to each Record Holder of a Unit, as of a date
selected by the General Partner in its sole discretion, a report containing
unaudited financial statements of the Partnership and such other information as
may be required by applicable law, regulation or rule of any National
Securities Exchange on which the Units are listed for trading, or as the
General Partner determines to be necessary or appropriate.

ARTICLE IX

TAX MATTERS

Section 9.1 Tax Returns and Information.

The General Partner shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the
accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax
reporting purposes with respect to a taxable year shall be furnished to them
within 90 days of the close of the calendar year in which the Partnership's
taxable year ends. The classification, realization and recognition of income,
gain, losses and deductions and other items shall be on the accrual method of
accounting for federal income tax purposes.

Section 9.2 Tax Elections.

(a) The Partnership shall make the election under Section 754 of the Code in
accordance with applicable regulations thereunder, subject to the reservation
of the right to seek to revoke any such election upon the General Partner's
determination that such revocation is in the best interests of the Limited
Partners. For the purposes of computing the adjustments under Section 743(b) of
the Code, the General Partner shall be authorized (but not required) to adopt a
convention whereby the price paid by a transferee of Units will be deemed to be
the lowest quoted closing price of the Units on any National Securities
Exchange on which such Units are traded during the calendar month in which such
transfer is deemed to occur pursuant to Section 5.2(g) without regard to the
actual price paid by such transferee.

(b) The Partnership shall elect to deduct expenses incurred in organizing the
Partnership ratably over a sixty-month period as provided in Section 709 of the
Code.

(c) Except as otherwise provided herein, the General Partner shall determine
whether the Partnership should make any other elections permitted by the Code.

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Section 9.3 Tax Controversies.

Subject to the provisions hereof, the General Partner is designated as the
Tax Matters Partner (as defined in Section 6231 of the Code) and is authorized
and required to represent the Partnership (at the Partnership's expense) in
connection with all examinations of the Partnership's affairs by tax
authorities, including resulting administrative and judicial proceedings, and
to expend Partnership funds for professional services and costs associated
therewith. Each Partner agrees to cooperate with the General Partner and to do
or refrain from doing any or all things reasonably required by the General
Partner to conduct such proceedings.

Section 9.4 Withholding.

Notwithstanding any other provision of this Agreement, the General Partner is
authorized to take any action that it determines in its sole discretion to be
necessary or appropriate to cause the Partnership and the Operating Partnership
to comply with any withholding requirements established under the Code or any
other federal, state or local law including, without limitation, pursuant to
Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the
Partnership is required to withhold and pay over to any taxing authority any
amount resulting from the allocation or distribution of income to any Partner
or Assignee (including, without limitation, by reason of Section 1446 of the
Code), the amount withheld shall be treated as a distribution of cash pursuant
to Section 5.3 in the amount of such withholding from such Partner.

ARTICLE X

CERTIFICATES

Section 10.1 Certificates.

Upon the Partnership's issuance of Common Units or Senior Subordinated Units
------
to any Person, the Partnership shall issue one or more Certificates in the name
of such Person evidencing the number of such Units being so issued.
Certificates shall be executed on behalf of the Partnership by the General
Partner. No Common Unit or Senior Subordinated Unit Certificate shall be valid
---------------------------    
for any purpose until it has been countersigned by the Transfer Agent;
provided, however, that if the General Partner elects to issue Units in global
- ------------------------------------------------------------------------------
form, the Certificates shall be valid upon receipt of a certificate from the
- ----------------------------------------------------------------------------
Transfer Agent certifying that such Units have been duly registered in
- ----------------------------------------------------------------------
accordance with the directions of the Partnership and the Underwriters. The
- -----------------------------------------------------------------------
Partners holding Certificates evidencing Senior Subordinated Units may exchange
------
such Certificates for Certificates evidencing Class B Common Units on or after
the []date on which such Subordinated Units are converted into Common Units
pursuant to the terms of Section 4.6.[/] expiration of the Subordination Period.

Section 10.2 Registration, Registration of Transfer and Exchange.

(a) The General Partner shall cause to be kept on behalf of the Partnership a
register in which, subject to such reasonable regulations as it may prescribe
and subject to the provisions of Section 10.2(b), the General Partner will
provide for the registration and transfer of Units. The Transfer Agent is
appointed registrar and transfer agent for the purpose of registering Common
Units and Senior Subordinated Units and transfers of such Units as provided.
The Partnership shall not     

C-69

recognize transfers of Certificates representing Units unless such transfers
are effected in the manner described in this Section 10.2. Upon surrender for
registration of transfer of any Units evidenced by a Certificate, and subject
to the provisions of Section 10.2(b), the General Partner on behalf of the
Partnership shall execute, and the Transfer Agent shall countersign and deliver
(or, in the case of Units issued in global form, register in accordance with
- ----------------------------------------------------------------------------
the rules and regulations of the Depositary), in the name of the holder or the
- ---------------------------------------------
designated transferee or transferees, as required pursuant to the holder's
instructions, one or more new Certificates evidencing the same aggregate number
of Units as was evidenced by the Certificate so surrendered.

(b) Except as otherwise provided in Section 11.5, the Partnership shall not
recognize any transfer of Units until the Certificates evidencing such Units
are surrendered for registration of transfer and such Certificates are
accompanied by a Transfer Application duly executed by the transferee (or the
transferee's attorney-in-fact duly authorized in writing). No charge shall be
imposed by the Partnership for such transfer; provided that as a condition to
the issuance of any new Certificate under this Section 10.2, the General
Partner may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed with respect thereto.     

Section 10.3 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate is surrendered to the Transfer Agent, the
General Partner on behalf of the Partnership shall execute, and upon its
request the Transfer Agent shall countersign and deliver in exchange therefor,
a new Certificate evidencing the same number of Units as the Certificate so
surrendered.

(b) The General Partner on behalf of the Partnership shall execute, and upon
its request the Transfer Agent shall countersign and deliver (or, in the case
of Units issued in global form, register in accordance with the rules and
regulations of the Depositary) a new Certificate in place of any Certificate
previously issued if the Record Holder of the Certificate:     

(i) makes proof by affidavit, in form and substance satisfactory to the
General Partner, that a previously issued Certificate has been lost,
destroyed or stolen;

(ii) requests the issuance of a new Certificate before the Partnership
has notice that the Certificate has been acquired by a purchaser for value
in good faith and without notice of an adverse claim;

(iii) if requested by the General Partner, delivers to the Partnership a
bond, in form and substance satisfactory to the General Partner, with
surety or sureties and with fixed or open penalty as the General Partner
may reasonably direct, in its sole discretion, to indemnify the
Partnership, the General Partner and the Transfer Agent against any claim
that may be made on account of the alleged loss, destruction or theft of
the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the General
Partner.

If a Limited Partner or Assignee fails to notify the Partnership within a
reasonable time after he has notice of the loss, destruction or theft of a
Certificate, and a transfer of the Units represented by the Certificate is
registered before the Partnership, the General Partner or the Transfer Agent
receives such notification, the Limited Partner or Assignee shall be precluded
from making any claim against the Partnership, the General Partner or the
Transfer Agent for such transfer or for a new Certificate.

C-70

(c) As a condition to the issuance of any new Certificate under this Section
10.3, the General Partner may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Transfer Agent)
reasonably connected therewith.

Section 10.4 Record Holder.

In accordance with Section 10.2(b), the Partnership shall be entitled to
recognize the Record Holder as the Limited Partner or Assignee with respect to
any Units and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in such Units on the part of any other Person,
regardless of whether the Partnership shall have actual or other notice
thereof, except as otherwise provided by law or any applicable rule,
regulation, guideline or requirement of any National Securities Exchange on
which the Units are listed for trading. Without limiting the foregoing, when a
Person (such as a broker, dealer, bank, trust company or clearing corporation
or an agent of any of the foregoing) is acting as nominee, agent or in some
other representative capacity for another Person in acquiring and/or holding
Units, as between the Partnership on the one hand, and such other Persons, on
the other, such representative Person (a) shall be the Limited Partner or
Assignee (as the case may be) of record and beneficially, (b) must execute and
deliver a Transfer Application and (c) shall be bound by this Agreement and
shall have the rights and obligations of a Limited Partner or Assignee (as the
case may be) hereunder and as provided for herein.

ARTICLE XI

TRANSFER OF INTERESTS

Section 11.1 Transfer.

(a) The term "transfer," when used in this Article XI with respect to a
Partnership Interest, shall be deemed to refer to a transaction by which the
General Partner assigns its Partnership General Partner Interest (which is
----------------------------------
represented by the General Partner Units) []as a general partner in the
- -----------------------------------------
Partnership[/] to another Person or by which the holder of a Limited Partner
---------------
Interest assigns such Unit Limited Partner Interest to another Person who is or
- --------                   ------------------------
becomes an Assignee, and includes a sale, assignment, gift, pledge,
encumbrance, hypothecation, mortgage, exchange or any other disposition by law
or otherwise.     

(b) No Partnership Interest shall be transferred, in whole or in part, except
in accordance with the terms and conditions set forth in this Article XI. Any
transfer or purported transfer of a Partnership Interest not made in accordance
with this Article XI shall be null and void.

(c) Nothing contained in this Article XI shall be construed to prevent a
disposition by the []parent entity[/] members of the General Partner of any or
-------
all of the issued and outstanding []capital stock of[/] member interests in the
-------------------
General Partner.

(d) Nothing contained in this Article XI, or elsewhere in this Partnership
Agreement, shall preclude the settlement of any transactions involving 
[]Common[/] Units entered into through the facilities of any National Securities
Exchange on which the Units are listed for trading.
--- 

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Section 11.2 Transfer of a General Partner's Partnership Interest.

Except for a transfer by the General Partner of all, but not less than all, of
its []Partnership[/] General Partner Interest []as a general partner in the
---------------
Partnership[/] to (a) an Affiliate of the General Partner or (b) another Person
in connection with the merger or consolidation of the General Partner with or
into another Person, which in either case, shall only be limited by the
provisions of this Section 11.2, the transfer by the General Partner of all or
any part of its []Partnership[/] General Partner Interest []as a general partner
---------------
in the Partnership[/] to a Person prior to December 31, 2005 shall be subject to
the prior approval of holders of a Unit Majority. Notwithstanding anything
herein to the contrary, no transfer by the General Partner of all or any part of
its []Partnership[/] General Partner Interest []as a general partner in the
---------------
Partnership[/] to another Person shall be permitted unless (i) the transferee
agrees to assume the rights and duties of the General Partner under this
Agreement and the Operating Partnership Agreement and to be bound by the
provisions of this Agreement and the Operating Partnership Agreement, (ii) the
Partnership receives an Opinion of Counsel that such transfer would not result
in the loss of limited liability of any Limited Partner or of any limited
partner of any Group Member or cause any Group Member to be treated as an
association taxable as a corporation or otherwise to be taxed as an entity for
federal income tax purposes and (iii) such transferee also agrees to purchase
all (or the appropriate portion thereof, if applicable) of the partnership
interest of the General Partner as the general partner of each Group Member. In
the case of a transfer pursuant to and in compliance with this Section 11.2, the
transferee or successor (as the case may be) shall, subject to compliance with
the terms of Section 12.3, be admitted to the Partnership as a General Partner
immediately prior to the transfer of the []Partnership[/] General Partner
---------------
Interest, and the business of the Partnership shall continue without
dissolution.     

Section 11.3 Transfer of Units.

(a) Units may be transferred only in the manner described in []Section 10[/]
Article X. The transfer of any Units and the admission of any new Partner shall
- ---------
not constitute an amendment to this Agreement.

(b) Until admitted as a Substituted Limited Partner pursuant to Article XII,
the Record Holder of a Unit shall be an Assignee in respect of such Unit.
Limited Partners may include custodians, nominees, or any other individual or
entity in its own or any representative capacity.

(c) Each distribution in respect of Units shall be paid by the Partnership,
directly or through the Transfer Agent or through any other Person or agent,
only to the Record Holders thereof as of the Record Date set for the
distribution. Such payment shall constitute full payment and satisfaction of
the Partnership's liability in respect of such payment, regardless of any claim
of any Person who may have an interest in such payment by reason of an
assignment or otherwise.

(d) A transferee who has completed and delivered a Transfer Application shall
be deemed to have (i) requested admission as a Substituted Limited Partner,
(ii) agreed to comply with and be bound by and to have executed this Agreement,
(iii) represented and warranted that such transferee has the right, power and
authority and, if an individual, the capacity to enter into this Agreement,
(iv) granted the powers of attorney set forth in this Agreement and (v) given
the consents and approvals and made the waivers contained in this Agreement.

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Section 11.4 Restrictions on Transfers.

Notwithstanding the other provisions of this Article XI, no transfer of any
Unit or interest therein of any Limited Partner or Assignee shall be made if
such transfer would (a) violate the then applicable federal or state securities
laws or rules and regulations of the Commission, any state securities
commission or any other governmental authorities with jurisdiction over such
transfer, (b) affect any Group Member's existence or qualification as a limited
partnership under the laws of the jurisdiction of its formation, or (c) result
in entity-level taxation for federal income tax purposes of the Partnership or
the Operating Partnership.

Section 11.5 Citizenship Certificates; Non-citizen Assignees.

(a) If any Group Member is or becomes subject to any federal, state or local
law or regulation that, in the reasonable determination of the General Partner,
creates a substantial risk of cancellation or forfeiture of any property in
which the Group Member has an interest based on the nationality, citizenship or
other related status of a Limited Partner or Assignee, the General Partner may
request any Limited Partner or Assignee to furnish to the General Partner,
within 30 days after receipt of such request, an executed Citizenship
Certification or such other information concerning his nationality, citizenship
or other related status (or, if the Limited Partner or Assignee is a nominee
holding for the account of another Person, the nationality, citizenship or
other related status of such Person) as the General Partner may request. If a
Limited Partner or Assignee fails to furnish to the General Partner within the
aforementioned 30-day period such Citizenship Certification or other requested
information or if upon receipt of such Citizenship Certification or other
requested information the General Partner determines, with the advice of
counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the
Units owned by such Limited Partner or Assignee shall be subject to redemption
in accordance with the provisions of Section 11.6. In addition, the General
Partner may require that the status of any such Limited Partner or Assignee be
changed to that of a Non-citizen Assignee and, thereupon, the General Partner
shall be substituted for such Non-citizen Assignee as the Limited Partner in
respect of his Units.

(b) The General Partner shall, in exercising voting rights in respect of
Units held by it on behalf of Non-citizen Assignees, distribute the votes in
the same ratios as the votes of Limited Partners in respect of Units other than
those of Non-citizen Assignees are cast, either for, against or abstaining as
to the matter.

(c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have no
right to receive a distribution in kind pursuant to Section 14.4 but shall be
entitled to the cash equivalent thereof, and the General Partner shall provide
cash in exchange for an assignment of the Non-citizen Assignee's share of the
distribution in kind. Such payment and assignment shall be treated for
Partnership purposes as a purchase by the General Partner from the Non-citizen
Assignee of his Partnership Interest (representing his right to receive his
share of such distribution in kind).

(d) At any time after he can and does certify that he has become an Eligible
Citizen, a Non-citizen Assignee may, upon application to the General Partner,
request admission as a Substituted Limited Partner with respect to any Units of
such Non-citizen Assignee not redeemed pursuant to Section 11.6, and upon his
admission pursuant to Section 12.2, the General Partner shall cease to be
deemed to be the Limited Partner in respect of the Non-citizen Assignee's
Units.

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Section 11.6 Redemption of Interests.

(a) If at any time a Limited Partner or Assignee fails to furnish a
Citizenship Certification or other information requested within the 30-day
period specified in Section 11.5(a), or if upon receipt of such Citizenship
Certification or other information the General Partner determines, with the
advice of counsel, that a Limited Partner or Assignee is not an Eligible
Citizen, the Partnership may, unless the Limited Partner or Assignee
establishes to the satisfaction of the General Partner that such Limited
Partner or Assignee is an Eligible Citizen or has transferred his Units to a
Person who furnishes a Citizenship Certification to the General Partner prior
to the date fixed for redemption as provided below, redeem the Partnership
Interest of such Limited Partner or Assignee as follows:

(i) The General Partner shall, not later than the 30th day before the
date fixed for redemption, give notice of redemption to the Limited Partner
or Assignee, at his last address designated on the records of the
Partnership or the Transfer Agent, by registered or certified mail, postage
prepaid. The notice shall be deemed to have been given when so mailed. The
notice shall specify the Redeemable Units, the date fixed for redemption,
the place of payment, that payment of the redemption price will be made
upon surrender of the Certificate evidencing the Redeemable Units and that
on and after the date fixed for redemption no further allocations or
distributions to which the Limited Partner or Assignee would otherwise be
entitled in respect of the Redeemable Units will accrue or be made.

(ii) The aggregate redemption price for Redeemable Units shall be an
amount equal to the Current Market Price (the date of determination of
which shall be the date fixed for redemption) of Units of the class to be
so redeemed multiplied by the number of Units of each such class included
among the Redeemable Units. The redemption price shall be paid, in the sole
discretion of the General Partner, in cash or by delivery of a promissory
note of the Partnership in the principal amount of the redemption price,
bearing interest at the rate of 10% annually and payable in three equal
annual installments of principal together with accrued interest, commencing
one year after the redemption date.

(iii) Upon surrender by or on behalf of the Limited Partner or Assignee,
at the place specified in the notice of redemption, of the Certificate
evidencing the Redeemable Units, duly endorsed in blank or accompanied by
an assignment duly executed in blank, the Limited Partner or Assignee or
his duly authorized representative shall be entitled to receive the payment
therefor.

(iv) After the redemption date, Redeemable Units shall no longer
constitute issued and Outstanding Units.

(b) The provisions of this Section 11.6 shall also be applicable to Units
held by a Limited Partner or Assignee as nominee of a Person determined to
be other than an Eligible Citizen.

(c) Nothing in this Section 11.6 shall prevent the recipient of a notice
of redemption from transferring his Units before the redemption date if
such transfer is otherwise permitted under this Agreement. Upon receipt of
notice of such a transfer, the General Partner shall withdraw the notice of
redemption provided the transferee of such Units certifies in the Transfer
Application that he is an Eligible Citizen. If the transferee fails to make
such certification, such redemption shall be effected from the transferee
on the original redemption date.

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ARTICLE XII

ADMISSION OF PARTNERS

Section 12.1 Admission of Initial Limited Partners.

Upon the issuance by the Partnership of the Old Subordinated Units to the
Initial General Partner []as described in Section 4.2, the[/] in connection with
- -------                                                       ------------------
the Initial Offering, the Initial General Partner []shall be deemed to have[/]
- -----------
been was admitted to the Partnership as a Limited Partner []in respect of the
--- 
Subordinated Units issued to it.[/] Upon the issuance by the Partnership of
Common Units to the Initial Underwriters as described in Section 4.3 in
-------
connection with the Initial Offering and the execution by []each Underwriter[/]
the Initial Underwriters of a Transfer Application, the General Partner shall
- ------------------------     
admit the Initial Underwriters were admitted to the Partnership as Initial
-------              -------------
Limited Partners []in respect of the Common Units purchased by them[/].

Section 12.2 Admission of Substituted Limited Partners.

By transfer of a Unit representing a Limited Partner Interest in accordance
---------------------------------------
with Article XI, the transferor shall be deemed to have given the transferee
the right to seek admission as a Substituted Limited Partner subject to the
conditions of, and in the manner permitted under, this Agreement. A transferor
of a Certificate representing a Limited Partner Interest shall, however, only
---------------------------------------
have the authority to convey to a purchaser or other transferee who does not
execute and deliver a Transfer Application (a) the right to negotiate such
Certificate to a purchaser or other transferee and (b) the right to transfer
the right to request admission as a Substituted Limited Partner to such
purchaser or other transferee in respect of the transferred Units. Each
transferee of a Unit representing a Limited Partner Interest (including any
---------------------------------------
nominee holder or an agent acquiring such Unit for the account of another
Person) who executes and delivers a Transfer Application shall, by virtue of
such execution and delivery, be an Assignee and be deemed to have applied to
become a Substituted Limited Partner with respect to the Units so transferred
to such Person. Such Assignee shall become a Substituted Limited Partner (x) at
such time as the General Partner consents thereto, which consent may be given
or withheld in the General Partner's sole discretion, and (y) when any such
admission is shown on the books and records of the Partnership. If such consent
is withheld, such transferee shall be an Assignee. An Assignee shall have an
interest in the Partnership equivalent to that of a Limited Partner with
respect to allocations and distributions, including liquidating distributions,
of the Partnership. With respect to voting rights attributable to Units that
are held by Assignees, the General Partner shall be deemed to be the Limited
Partner with respect thereto and shall, in exercising the voting rights in
respect of such Units on any matter, vote such Units at the written direction
of the Assignee who is the Record Holder of such Units. If no such written
direction is received, such Units will not be voted. An Assignee shall have no
other rights of a Limited Partner.

Section 12.3 Admission of Successor General Partner.

A successor General Partner approved pursuant to Section 13.1 or 13.2 or the
transferee of or successor to all []of the General Partner's Partnership
Interest as a general partner in the Partnership[/] the General Partner Interest
----------------------------
pursuant to Section 11.2 who is proposed to be admitted as a successor General
Partner shall be admitted to the Partnership as the General Partner, effective
immediately prior to the withdrawal or removal of the General Partner pursuant
to Section 13.1 or 13.2 or the transfer of the General []Partner's Partnership
Interest as a general partner in the Partnership[/] Partner
-------
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Interest pursuant to Section 11.2; provided, however, that no such successor
- --------
shall be admitted to the Partnership until compliance with the terms of Section
11.2 has occurred and such successor has executed and delivered such other
documents or instruments as may be required to effect such admission. Any such
successor shall, subject to the terms hereof, carry on the business of the
Partnership and Operating Partnership without dissolution.

Section 12.4 Admission of Additional Limited Partners.

(a) A Person (other than the General Partner, an Initial Limited Partner or a
Substituted Limited Partner) who makes a Capital Contribution to the
-------
Partnership in accordance with this Agreement [](other than by virtue of a
capital contribution pursuant to the Additional Capital Contribution
Obligation)[/] shall be admitted to the Partnership as an Additional Limited
Partner only upon furnishing to the General Partner (i) evidence of acceptance
in form satisfactory to the General Partner of all of the terms and conditions
of this Agreement, including the power of attorney granted in Section 1.4, and
(ii) such other documents or instruments as may be required in the discretion
of the General Partner to effect such Person's admission as an Additional
Limited Partner.

(b) Notwithstanding anything to the contrary in this Section 12.4, no Person
shall be admitted as an Additional Limited Partner without the consent of the
General Partner, which consent may be given or withheld in the General
Partner's sole discretion. The admission of any Person as an Additional Limited
Partner shall become effective on the date upon which the name of such Person
is recorded as such in the books and records of the Partnership, following the
consent of the General Partner to such admission.

Section 12.5 Amendment of Agreement and Certificate of Limited Partnership.

To effect the admission to the Partnership of any Partner, the General
Partner shall take all steps necessary and appropriate under the Delaware Act
to amend the records of the Partnership to reflect such admission and, if
necessary, to prepare as soon as practical an amendment of this Agreement and,
if required by law, to prepare and file an amendment to the Certificate of
Limited Partnership, and the General Partner may for this purpose, among
others, exercise the power of attorney granted pursuant to Section 1.4.

ARTICLE XIII

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 13.1 Withdrawal of the General Partner.

(a) The General Partner shall be deemed to have withdrawn from the
Partnership upon the occurrence of any one of the following events (each such
event herein referred to as an "Event of Withdrawal");

(i) the General Partner voluntarily withdraws from the Partnership by
giving written notice to the other Partners (and it shall be deemed that
the General Partner has withdrawn pursuant to this Section 13.1(a)(i) if
the General Partner voluntarily withdraws as general partner of the
Operating Partnership);

(ii) the General Partner transfers all of its rights as General Partner
pursuant to Section 11.2;

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(iii) the General Partner is removed pursuant to Section 13.2;

(iv) the General Partner (A) makes a general assignment for the benefit
of creditors; (B) files a voluntary bankruptcy petition for relief under
Chapter 7 of the United States Bankruptcy Code; (C) files a petition or
answer seeking for itself a liquidation, dissolution or similar relief (but
not a reorganization) under any law; (D) files an answer or other pleading
admitting or failing to contest the material allegations of a petition
filed against the General Partner in a proceeding of the type described in
clauses (A)-(C) of this Section 13.1(a)(iv); or (E) seeks, consents to or
acquiesces in the appointment of a trustee (but not a debtor in
possession), receiver or liquidator of the General Partner or of all or any
substantial part of its properties;

(v) a final and non-appealable order of relief under Chapter 7 of the
United States Bankruptcy Code is entered by a court with appropriate
jurisdiction pursuant to a voluntary or involuntary petition by or against
the General Partner; or

(vi) a certificate of dissolution or its equivalent is filed for the
General Partner, or 90 days expire after the date of notice to the General
Partner of revocation of its charter without a reinstatement of its
charter, under the laws of its state of incorporation or formation.
-------------

If an Event of Withdrawal specified in Section 13.1(a)(iv), (v) or (vi) occurs,
the withdrawing General Partner shall give notice to the Limited Partners
within 30 days after such occurrence. The Partners hereby agree that only the
Events of Withdrawal described in this Section 13.1 shall result in the
withdrawal of the General Partner from the Partnership.

(b) Withdrawal of the General Partner from the Partnership upon the
occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period
beginning on the Closing Date and ending at 12:00 midnight, Eastern Standard
Time, on December 31, 2005, the General Partner voluntarily withdraws by giving
at least 90 days' advance notice of its intention to withdraw to the Limited
Partners provided that prior to the effective date of such withdrawal, the
withdrawal is approved by Limited Partners holding at least a Unit Majority and
the General Partner delivers to the Partnership an Opinion of Counsel
("Withdrawal Opinion of Counsel") that such withdrawal (following the selection
of the successor General Partner) would not result in the loss of the limited
liability of any Limited Partner or of the limited partner of any Group Member
or cause any Group Member to be treated as an association taxable as a
corporation or otherwise to be taxed as an entity for federal income tax
purposes; (ii) at any time after 12:00 midnight, Eastern Standard Time, on
December 31, 2005, the General Partner voluntarily withdraws by giving at least
90 days' advance notice to the Limited Partners, such withdrawal to take effect
on the date specified in such notice; (iii) at any time that the General
Partner ceases to be a General Partner pursuant to Section 13.1(a)(ii) or is
removed pursuant to Section 13.2; or (iv) notwithstanding clause (i) of this
sentence, at any time that the General Partner voluntarily withdraws by giving
at least 90 days' advance notice of its intention to withdraw to the Limited
Partners, such withdrawal to take effect on the date specified in the notice,
if at the time such notice is given one Person and its Affiliates (other than
the General Partner and its Affiliates) own beneficially or of record or
control at least 50% of the Outstanding Units. The withdrawal of the General
Partner from the Partnership upon the occurrence of an Event of Withdrawal
shall also constitute the withdrawal of the General Partner as general partner
of the other Group Members. If the General Partner gives a notice of withdrawal
pursuant to Section 13.1(a)(i), holders of at least a     

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Unit Majority may, prior to the effective date of such withdrawal, elect a
successor General Partner. The Person so elected as successor General Partner
shall automatically become the successor general partner of the other Group
Members. If, prior to the effective date of the General Partner's withdrawal, a
successor is not selected by the Limited Partners as provided herein or the
Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership
shall be dissolved in accordance with Section 14.1. Any successor General
Partner elected in accordance with the terms of this Section 13.1 shall be
subject to the provisions of Section 12.3.

Section 13.2 Removal of the General Partner.

The General Partner may be removed if such removal is approved by Limited
Partners holding at least two-thirds of the Outstanding Units, voting together
---------------
as a single class (excluding those Units held by the General Partner and its
- -----------------
Affiliates). Any such action by such Limited Partners for removal of the
General Partner must also provide for the election of a successor General
Partner by Limited Partners holding at least a majority of the Outstanding
Units (excluding for purposes of such determination Units owned by the General
Partner and its Affiliates). Such removal shall be effective immediately
following the admission of a successor General Partner pursuant to Article XII.
The removal of the General Partner shall also automatically constitute the
removal of the General Partner as general partner of the other Group Members.
If a person is elected as a successor General Partner in accordance with the
terms of this Section 13.2, such person shall, upon admission pursuant to
Article XII, automatically become the successor general partner of the other
Group Members. The right of the Limited Partners holding Outstanding Units to
remove the General Partner shall not exist or be exercised unless the
Partnership has received an opinion opining as to the matters covered by a
Withdrawal Opinion of Counsel. Any successor General Partner elected in
accordance with the terms of this Section 13.2 shall be subject to the
provisions of Section 12.3.

Section 13.3 Interest of Departing Partner and Successor General Partner.

(a) In the event of (i) withdrawal of the General Partner under circumstances
where such withdrawal does not violate this Agreement or (ii) removal of the
General Partner by the Limited Partners under circumstances where Cause does
not exist, if a successor General Partner is elected in accordance with the
terms of Section 13.1 or 13.2, the Departing Partner shall have the option
exercisable prior to the effective date of the departure of such Departing
Partner to require its successor to purchase its Partnership Interest as a
general partner in the Partnership (which is represented by the General Partner
--------------------------------------------
Units) and its partnership interest as the general partner in the other Group
- ------
Members (collectively, the "Combined Interest") in exchange for an amount in
cash equal to the fair market value of such Combined Interest, such amount to
be determined and payable as of the effective date of its departure. If the
General Partner is removed by the Limited Partners under circumstances where
Cause exists or if the General Partner withdraws under circumstances where such
withdrawal violates this agreement, and if a successor General Partner is
elected in accordance with the terms of Section 13.1 or 13.2, such successor
shall have the option, exercisable prior to the effective date of the departure
of such Departing Partner, to purchase the Combined Interest of the Departing
Partner for such fair market value of such Combined Interest. In either event,
the Departing Partner shall be entitled to receive all reimbursements due such
Departing Partner pursuant to Section 6.4, including any employee-related
liabilities (including severance liabilities), incurred in connection with the
termination of any employees employed by the General Partner for the benefit of
the Partnership or the other Group Members.

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For purposes of this Section 13.3(a), the fair market value of the Departing
Partner's Combined Interest shall be determined by agreement between the
Departing Partner and its successor or, failing agreement within 30 days after
the effective date of such Departing Partner's departure, by an independent
investment banking firm or other independent expert selected by the Departing
Partner and its successor, which, in turn, may rely on other experts, and the
determination of which shall be conclusive as to such matter. If such parties
cannot agree upon one independent investment banking firm or other independent
expert within 45 days after the effective date of such departure, then the
Departing Partner shall designate an independent investment banking firm or
other independent expert, the Departing Partner's successor shall designate an
independent investment banking firm or other independent expert, and such firms
or experts shall mutually select a third independent investment banking firm or
independent expert, which shall determine the fair market value of the Combined
Interest. In making its determination, such independent investment banking firm
or other independent expert shall consider the then current trading price of
Units on any National Securities Exchange on which Units are then listed, the
value of the Partnership's assets, the rights and obligations of the General
Partner and other factors it may deem relevant.

(b) If the Combined Interest is not purchased in the manner set forth in
Section 13.3(a), the Departing Partner shall become a Limited Partner and the
Combined Interest shall be converted into Common Units pursuant to a valuation
made by an investment banking firm or other independent expert selected
pursuant to Section 13.3(a), without reduction in such Partnership Interest
(but subject to proportionate dilution by reason of the admission of its
successor). Any successor General Partner shall indemnify the Departing Partner
as to all debts and liabilities of the Partnership arising on or after the date
on which the Departing Partner becomes a Limited Partner. For purposes of this
Agreement, conversion of the General Partner's Combined Interest to Common
Units will be characterized as if the General Partner contributed its Combined
Interest to the Partnership in exchange for the newly issued Common Units. For
---
purposes of this Section 13.3(b), in the event that the Subordination Period
- ----------------------------------------------------------------------------
has expired, the Combined Interest shall be converted into Class A Common
- -------------------------------------------------------------------------
Units.
- ------

(c) If a successor General Partner is elected in accordance with the terms of
Section 13.1 or 13.2 and the option described in Section 13.3(a) is not
exercised by the party entitled to do so, the successor General Partner shall,
at the effective date of its admission to the Partnership, contribute to the
Partnership cash in an amount equal to []1.01% of the Net Agreed Value of the
Partnership's assets the fair market value of the General Partner Units[/] on 
such date. In such event, such successor General Partner shall, subject to the
following sentence, be entitled to such Percentage Interest of all Partnership
allocations and distributions and any other allocations and distributions to
which the Departing Partner was entitled. []In addition, such successor General
Partner shall cause this Agreement to be amended to reflect that, from and after
the date of such successor General Partner's admission, the successor General
Partner's interest in all Partnership distributions and allocations shall be 1%,
and that of the holders of Outstanding Unit shall be 99%.[/]

Section 13.4 Withdrawal of Limited Partners.

No Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partner's Units becomes
a Record Holder, such transferring Limited Partner shall cease to be a Limited
Partner with respect to the Units so transferred.

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ARTICLE XIV

DISSOLUTION AND LIQUIDATION

Section 14.1 Dissolution.

The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the removal or withdrawal of the General Partner, if a successor General
Partner is elected pursuant to Section 13.1 or 13.2, the Partnership shall not
be dissolved and such successor General Partner shall continue the business of
the Partnership. The Partnership shall dissolve, and (subject to Section 14.2)
its affairs shall be wound up, upon:

(a) the expiration of its term as provided in Section 1.5;

(b) an Event of Withdrawal of the General Partner as provided in Section
13.1(a) (other than Section 13.1(a)(ii)), unless a successor is elected and
an Opinion of Counsel is received as provided in Section 13.1(b) or 13.2
and such successor is admitted to the Partnership pursuant to Section 12.3;

(c) an election to dissolve the Partnership by the General Partner that
is approved by holders of at least a Unit Majority;

(d) entry of a decree of judicial dissolution of the Partnership pursuant
to the provisions of the Delaware Act; or

(e) the sale of all or substantially all of the assets and properties of
the Partnership Group.

Section 14.2 Continuation of the Business of the Partnership After Dissolution.

Upon (a) dissolution of the Partnership following an Event of Withdrawal
caused by the withdrawal or removal of the General Partner as provided in
Section 13.1(a)(i) or (iii) and the failure of the Partners to select a
successor to such Departing Partner pursuant to Section 13.1 or 13.2, then
within 90 days thereafter, or (b) dissolution of the Partnership upon an event
constituting an Event of Withdrawal as defined in Section 13.1(a)(iv), (v) or
(vi), then within 180 days thereafter, holders of at least a majority of the
Outstanding Units (excluding for purposes of such determination any Units held
by the General Partner or its Affiliates) may elect to reconstitute the
Partnership and continue its business on the same terms and conditions set
forth in this Agreement by forming a new limited partnership on terms identical
to those set forth in this Agreement and having as the successor general
partner a Person approved by holders of at least a majority of the Outstanding
Units (excluding for purposes of such determination any Units held by the
General Partner or its Affiliates). Unless such an election is made within the
applicable time period as set forth above, the Partnership shall conduct only
activities necessary to wind up its affairs. If such an election is so made,
then:

(i) the reconstituted Partnership shall continue until the end of the
term set forth in Section 1.5 unless earlier dissolved in accordance with
this Article XIV;

(ii) if the successor General Partner is not the former General Partner,
then the interest of the former General Partner shall be dealt with in the
manner provided in Section 13.3(b); and

(iii) all necessary steps shall be taken to cancel this Agreement and the
Certificate of Limited Partnership and to enter into and, as necessary, to
file a new partnership agreement and

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certificate of limited partnership, and the successor general partner may
for this purpose exercise the powers of attorney granted the General
Partner pursuant to Section 1.4; provided, however, that the right of
holders of at least a majority of Outstanding Units to approve a successor
General Partner and to reconstitute and to continue the business of the
Partnership shall not exist and may not be exercised unless the Partnership
has received an Opinion of Counsel that (x) the exercise of the right would
not result in the loss of limited liability of any Limited Partner and (y)
neither the Partnership, the reconstituted limited partnership nor any
other Group Member would be treated as an association taxable as a
corporation or otherwise be taxable as an entity for federal income tax
purposes upon the exercise of such right to continue.

Section 14.3 Liquidator.

Upon dissolution of the Partnership, unless the Partnership is continued
under an election to reconstitute and continue the Partnership pursuant to
Section 14.2, the General Partner, or in the event the dissolution is the
result of an Event of Withdrawal, a liquidator or liquidating committee
approved by holders of at least a majority of the Outstanding Units
-----
representing Limited Partner Interests, shall be the Liquidator. The Liquidator
- --------------------------------------
(if other than the General Partner) shall be entitled to receive such
compensation for its services as may be approved by holders of at least a
majority of the Outstanding Units representing Limited Partner Interests. The
--------------------------------------
Liquidator shall agree not to resign at any time without 15 days' prior notice
and (if other than the General Partner) may be removed at any time, with or
without cause, by notice of removal approved by holders of at least a majority
of the Outstanding Units representing Limited Partner Interests. Upon
dissolution, removal or resignation of the Liquidator, a successor and
substitute Liquidator (who shall have and succeed to all rights, powers and
duties of the original Liquidator) shall within 30 days thereafter be approved
by holders of at least a majority of the Outstanding Units representing Limited
--------------------
Partner Interests. The right to approve a successor or substitute Liquidator in
- -----------------
the manner provided herein shall be deemed to refer also to any such successor
or substitute Liquidator approved in the manner herein provided. Except as
expressly provided in this Article XIV, the Liquidator approved in the manner
provided herein shall have and may exercise, without further authorization or
consent of any of the parties hereto, all of the powers conferred upon the
General Partner under the terms of this Agreement (but subject to all of the
applicable limitations, contractual and otherwise, upon the exercise of such
powers, other than the limitation on sale set forth in Section 6.3(b)) to the
extent necessary or desirable in the good faith judgment of the Liquidator to
carry out the duties and functions of the Liquidator hereunder for and during
such period of time as shall be reasonably required in the good faith judgment
of the Liquidator to complete the winding up and liquidation of the Partnership
as provided for herein.

Section 14.4 Liquidation.

The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner and
over such period as the Liquidator determines to be in the best interest of the
Partners, subject to the following:

(a) Disposition of Assets. The assets may be disposed of by public or
private sale or by distribution in kind to one or more Partners on such
terms as the Liquidator and such Partner or Partners may agree. If any
property is distributed in kind, the Partner receiving the property

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shall be deemed for purposes of Section 14.4(c) to have received cash equal
to its fair market value; and contemporaneously therewith, appropriate cash
distributions must be made to the other Partners. For purposes of computing
Net []Liquidation[/] Termination Gain, gain or loss on distributed property
-----------
shall be recognized as if such property had been sold for its fair market
value.

(b) Discharge of Liabilities. Liabilities of the Partnership include
amounts owed to Partners otherwise in respect of their distribution rights
under Article V. With respect to any liability that is contingent or is
otherwise not yet due and payable, the Liquidator shall either settle such
claim for such amount as it thinks appropriate or establish a reserve of
cash or other assets to provide for its payment. When paid, any unused
portion of the reserve shall be distributed as additional liquidation
proceeds.

(c) Liquidation Distributions. All property and all cash in excess of
that required to discharge liabilities as provided in Section 14.4(b) shall
be distributed to the Partners in accordance with, and to the extent of,
the positive balances in their respective Capital Accounts, as determined
after taking into account all Capital Account adjustments (other than those
made by reason of this clause) for the taxable year of the Partnership
during which the liquidation of the Partnership occurs (with such date of
occurrence being determined pursuant to Treasury Regulation Section 1.704-
1(b)(2)(ii)(g)), and such distribution shall be made by the end of such
taxable year (or, if later, within 90 days after said date of such
occurrence).     

Section 14.5 Cancellation of Certificate of Limited Partnership.

Upon the completion of the distribution of Partnership cash and property as
provided in Sections 14.3 and 14.4 in connection with the liquidation of the
Partnership, the Partnership shall be terminated and the Certificate of Limited
Partnership and all qualifications of the Partnership as a foreign limited
partnership in jurisdictions other than the State of Delaware shall be canceled
and such other actions as may be necessary to terminate the Partnership shall be
taken.

Section 14.6 Return of Contributions.

The General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
-------
Partners, or any portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.

Section 14.7 Waiver of Partition.

[]Each[/] To the maximum extent permitted by law, each Partner hereby waives
--------------------------------------------
any right to partition of the Partnership property.

Section 14.8 Capital Account Restoration.

No Limited Partner shall have any obligation to restore any negative balance
in its Capital Account upon liquidation of the Partnership. The General Partner
shall be obligated to restore any negative balance in its Capital Account upon
liquidation of its interest in the Partnership by the end of the taxable year
of the Partnership during which such liquidation occurs, or, if later, within
90 days after the date of such liquidation.

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ARTICLE XV

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 15.1 Amendment to be Adopted Solely by General Partner.

Each Limited Partner agrees that the General Partner (pursuant to its powers
of attorney from the Limited Partners and Assignees), without the approval of
any Limited Partner or Assignee, may amend any provision of this Agreement and
execute, swear to, acknowledge, deliver, file and record whatever documents may
be required in connection therewith, to reflect:

(a) a change in the name of the Partnership, the location of the
principal place of business of the Partnership, the registered agent of the
Partnership or the registered office of the Partnership;

(b) admission, substitution, withdrawal or removal of Partners in
accordance with this Agreement;

(c) a change that, in the sole discretion of the General Partner, is
necessary or advisable to qualify or continue the qualification of the
Partnership as a limited partnership or a partnership in which the limited
partners have limited liability under the laws of any state or to ensure
that the Partnership and the Operating Partnership will not be treated as
an association taxable as a corporation or otherwise taxed as an entity for
federal income tax purposes;

(d) a change that, in the sole discretion of the General Partner, (i)
does not adversely affect the Limited Partners in any material respect,
(ii) is necessary or advisable to (A) satisfy any requirements, conditions
or guidelines contained in any opinion, directive, order, ruling or
regulation of any federal or state agency or judicial authority or
contained in any federal or state statute (including the Delaware Act) or
(B) facilitate the trading of the Units (including the division of
Outstanding Units into different classes to facilitate uniformity of tax
consequences within such classes of Units) or comply with any rule,
regulation, guideline or requirement of any National Securities Exchange on
which the Units are or will be listed for trading, compliance with any of
which the General Partner determines in its sole discretion to be in the
best interests of the Partnership and the Limited Partners, (iii) is
necessary or advisable in connection with action taken by the General
Partner pursuant to Section 4.8, or (iv) is required to effect the intent
of the provisions of this Agreement or is otherwise contemplated by this
Agreement;

(e) a change in the fiscal year and or taxable year of the Partnership
and any changes that, in the sole discretion of the General Partner, are
necessary or advisable as a result of a change in the fiscal year and or
taxable year of the Partnership including, if the General Partner shall so
determine, a change in the definition of "Quarter" and the dates on which
distributions are to be made by the Partnership;

(f) an amendment that is necessary, in the Opinion of Counsel, to prevent
the Partnership or the General Partner or its directors or officers from in
any manner being subjected to the provisions of the Investment Company Act
of 1940, as amended, the Investment Advisers Act of 1940, as amended, or
"plan asset" regulations adopted under the Employee Retirement Income
Security Act of 1974, as amended, regardless of whether such are
substantially similar to plan asset regulations currently applied or
proposed by the United States Department of Labor;

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(g) subject to the terms of Section 4.4, an amendment that, in the sole
discretion of the General Partner, is necessary or advisable in connection
with the authorization of issuance of any class or series of Partnership
Securities pursuant to Section 4.4;

(h) any amendment expressly permitted in this Agreement to be made by the
General Partner acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger
Agreement approved in accordance with Section 16.3;

(j) an amendment that, in the sole discretion of the General Partner, is
necessary or advisable to reflect, account for and deal with appropriately
the formation by the Partnership of, or investment by the Partnership in,
any corporation, partnership, joint venture, limited liability company or
other entity other than the Operating Partnership, in connection with the
conduct by the Partnership of activities permitted by the terms of Section
3.1; or

(k) any other amendments substantially similar to the foregoing.

Section 15.2 Amendment Procedures.

Except as provided in Sections 15.1 and 15.3, all amendments to this
Agreement shall be made in accordance with the following requirements.
Amendments to this Agreement may be proposed only by or with the consent of the
General Partner. A proposed amendment shall be effective upon its approval by
the holders of at least a Unit Majority, unless a greater or different
percentage is required under this Agreement or by Delaware law. Each proposed
amendment that requires the approval of the holders of a specified percentage
of Outstanding Units shall be set forth in a writing that contains the text of
the proposed amendment. If such an amendment is proposed, the General Partner
shall seek the written approval of the requisite percentage of Outstanding
Units or call a meeting of the Limited Partners to consider and vote on such
proposed amendment. The General Partner shall notify all Record Holders upon
final adoption of any such proposed amendments.

Section 15.3 Amendment Requirements.

(a) Notwithstanding the provisions of Sections 15.1 and 15.2, no provision of
this Agreement that establishes a percentage of Outstanding Units required to
take any action shall be amended, altered, changed, repealed or rescinded in
any respect that would have either (i) the effect of reducing such voting
percentage or (ii) more than an immaterial effect on a Unitholder unless such
amendment is approved by the written consent or the affirmative vote of holders
of Outstanding Units whose aggregate Outstanding Units constitute not less than
the voting requirement sought to be reduced.

(b) Notwithstanding the provisions of Sections 15.1 and 15.2, no amendment to
this Agreement may (i) enlarge the obligations of any Limited Partner without
its consent, unless such shall be deemed to have occurred as a result of an
amendment approved pursuant to Section 15.3(c), (ii) enlarge the obligations
of, restrict in any way any action by or rights of, or reduce in any way the
amounts distributable, reimbursable or otherwise payable to, the General
Partner without its consent, which may be given or withheld in its sole
discretion, (iii) change Section 14.1(a) or (c), or (iv) change the term of the
Partnership or, except as set forth in Section 14.1(c), give any Person the
right to dissolve the Partnership.

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(c) Except as otherwise provided and without limitation of the General
Partner's authority to adopt amendments to this Agreement as contemplated in
Section 15.1, any amendment that would have a material adverse effect on the
rights or preferences of any class of Outstanding Units in relation to other
classes of Units must be approved by the holders of not less than a majority of
the Outstanding Units of the classes affected (excluding, during the
-------
Subordination Period, Common Units owned by the General Partner and its
Affiliates).

(d) Notwithstanding any other provision of this Agreement, except for
amendments pursuant to Section 6.3 or 15.1 and except as otherwise provided by
Section 16.3(b), no amendments shall become effective without the approval of
the holders of at least 90% of the Outstanding Units unless the Partnership
obtains an Opinion of Counsel to the effect that such amendment will not affect
the limited liability of any Limited Partner or any limited partner of the
other Group Members under applicable law.

(e) This Section 15.3 shall only be amended with the approval of the holders
of at least 90% of the Outstanding Units.

Section 15.4 Meetings.

All acts of Limited Partners to be taken pursuant to this Agreement shall be
taken in the manner provided in this Article XV. Meetings of the Limited
Partners may be called by the General Partner or by Limited Partners owning 20%
or more of the Outstanding Units of the class or classes for which a meeting is
proposed. Limited Partners shall call a meeting by delivering to the General
Partner one or more requests in writing stating that the signing Limited
Partners wish to call a meeting and indicating the general or specific purposes
for which the meeting is to be called. Within 60 days after receipt of such a
call from Limited Partners or within such greater time as may be reasonably
necessary for the Partnership to comply with any statutes, rules, regulations,
listing agreements or similar requirements governing the holding of a meeting
or the solicitation of proxies for use at such a meeting, the General Partner
shall send a notice of the meeting to the Limited Partners either directly or
indirectly through the Transfer Agent. A meeting shall be held at a time and
place determined by the General Partner on a date not less than 10 days nor
more than 60 days after the mailing of notice of the meeting. []Limited Partners
shall not vote on matters that would cause the Limited Partners to be deemed to
be taking part in the management and control of the business and affairs of the
Partnership so as to jeopardize the Limited Partners' limited liability under
the Delaware Act or the law of any other state in which the Partnership is
qualified to do business.[/]

Section 15.5 Notice of a Meeting.

Notice of a meeting called pursuant to Section 15.4 shall be given to the
Record Holders in writing by mail or other means of written communication in
accordance with Section 18.1. The notice shall be deemed to have been given at
the time when deposited in the mail or sent by other means of written
communication.

Section 15.6 Record Date.

For purposes of determining the Limited Partners entitled to notice of or to
vote at a meeting of the Limited Partners or to give approvals without a
meeting as provided in Section 15.11, the General Partner may set a Record
Date, which shall not be less than 10 nor more than 60 days

C-85

before (a) the date of the meeting (unless such requirement conflicts with any
rule, regulation, guideline or requirement of any National Securities Exchange
on which the Units are listed for trading, in which case the rule, regulation,
guideline or requirement of such exchange shall govern) or (b) in the event
that approvals are sought without a meeting, the date by which Limited Partners
are requested in writing by the General Partner to give such approvals.

Section 15.7 Adjournment.

When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting and a new Record Date need not be fixed, if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless such adjournment shall be for more than 45 days. At the adjourned
meeting, the Partnership may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 45 days
or if a new Record Date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given in accordance with this Article XV.

Section 15.8 Waiver of Notice; Approval of Meeting; Approval of Minutes.

The transactions of any meeting of Limited Partners, however called and
noticed, and whenever held, shall be as valid as if occurred at a meeting duly
held after regular call and notice, if a quorum is present either in person or
by proxy, and if, either before or after the meeting, Limited Partners
representing such quorum who were present in person or by proxy and entitled to
vote, sign a written waiver of notice or an approval of the holding of the
meeting or an approval of the minutes thereof. All waivers and approvals shall
be filed with the Partnership records or made a part of the minutes of the
meeting. Attendance of a Limited Partner at a meeting shall constitute a waiver
of notice of the meeting, except when the Limited Partner does not approve, at
the beginning of the meeting, of the transaction of any business because the
meeting is not lawfully called or convened; and except that attendance at a
meeting is not a waiver of any right to disapprove the consideration of matters
required to be included in the notice of the meeting, but not so included, if
the disapproval is expressly made at the meeting.

Section 15.9 Quorum.

The holders of a majority of the Outstanding Units of the class or classes
for which a meeting has been called represented in person or by proxy shall
constitute a quorum at a meeting of Limited Partners of such class or classes
unless any such action by the Limited Partners requires approval by holders of
a greater percentage of such Units, in which case the quorum shall be such
greater percentage (excluding, in either case, if such are to be excluded from
the vote, Outstanding Units owned by the General Partner and its Affiliates).
At any meeting of the Limited Partners duly called and held in accordance with
this Agreement at which a quorum is present, the act of Limited Partners
holding Outstanding Units that in the aggregate represent a majority of the
Outstanding Units entitled to vote and be present in person or by proxy at such
meeting shall be deemed to constitute the act of all Limited Partners, unless a
greater or different percentage is required with respect to such action under
the provisions of this Agreement, in which case the act of the Limited Partners
holding Outstanding Units that in the aggregate represent at least such greater
or different percentage shall be required. The Limited Partners present at a
duly called or held meeting at which a quorum is present

C-86

may continue to transact business until adjournment, notwithstanding the
withdrawal of enough Limited Partners to leave less than a quorum, if any
action taken (other than adjournment) is approved by the required percentage of
Outstanding Units specified in this Agreement. In the absence of a quorum any
meeting of Limited Partners may be adjourned from time to time by the
affirmative vote of holders of at least a majority of the Outstanding Units
represented either in person or by proxy, but no other business may be
transacted, except as provided in Section 15.7.

Section 15.10 Conduct of Meeting.

The General Partner shall have full power and authority concerning the manner
of conducting any meeting of the Limited Partners or solicitation of approvals
in writing, including the determination of Persons entitled to vote, the
existence of a quorum, the satisfaction of the requirements of Section 15.4,
the conduct of voting, the validity and effect of any proxies and the
determination of any controversies, votes or challenges arising in connection
with or during the meeting or voting. The General Partner shall designate a
Person to serve as chairman of any meeting and shall further designate a Person
to take the minutes of any meeting. All minutes shall be kept with the records
of the Partnership maintained by the General Partner. The General Partner may
make such other regulations consistent with the applicable law and this
Agreement as it may deem advisable concerning the conduct of any meeting of the
Limited Partners or solicitation of approvals in writing, including regulations
in regard to the appointment of proxies, the appointment and duties of
inspectors of votes and approvals, the submission and examination of proxies
and other evidence of the right to vote, and the revocation of approvals in
writing.

Section 15.11 Action Without a Meeting.

Any action that may be taken at a meeting of the Limited Partners may be
taken without a meeting if an approval in writing setting forth the action so
taken is signed by Limited Partners owning not less than the minimum percentage
of the Outstanding Units that would be necessary to authorize or take such
action at a meeting at which all the Limited Partners were present and voted.
Prompt notice of the taking of action without a meeting shall be given to the
Limited Partners who have not approved in writing. The General Partner may
specify that any written ballot submitted to Limited Partners for the purpose
of taking any action without a meeting shall be returned to the Partnership
within the time period, which shall be not less than 20 days, specified by the
General Partner. If a ballot returned to the Partnership does not vote all of
the Units held by the Limited Partner, the Partnership shall be deemed to have
failed to receive a ballot for the Units that were not voted. If approval of
the taking of any action by the Limited Partners is solicited by any Person
other than by or on behalf of the General Partner, the written approvals shall
have no force and effect unless and until (a) they are deposited with the
Partnership in care of the General Partner, (b) approvals sufficient to take
the action proposed are dated as of a date not more than 90 days prior to the
date sufficient approvals are deposited with the Partnership and (c) an Opinion
of Counsel is delivered to the General Partner to the effect that the exercise
of such right and the action proposed to be taken with respect to any
particular matter (i) will not cause the Limited Partners to be deemed to be
taking part in the management and control of the business and affairs of the
Partnership so as to jeopardize the Limited Partners' limited liability, and
(ii) is otherwise permissible under the state statutes then governing the
rights, duties and liabilities of the Partnership and the Partners.

C-87

Section 15.12 Voting and Other Rights.

(a) Only those Record Holders of the Units on the Record Date set pursuant to
Section 15.6 (and also subject to the limitations contained in the definition
of "Outstanding") shall be entitled to notice of, and to vote at, a meeting of
Limited Partners or to act with respect to matters as to which the holders of
the Outstanding Units have the right to vote or to act. All references in this
Agreement to votes of, or other acts that may be taken by, the Outstanding
Units shall be deemed to be references to the votes or acts of the Record
Holders of such Outstanding Units.

(b) With respect to Units that are held for a Person's account by another
Person (such as a broker, dealer, bank, trust company or clearing corporation,
or an agent of any of the foregoing), in whose name such Units are registered,
such other Person shall, in exercising the voting rights in respect of such
Units on any matter, and unless the arrangement between such Persons provides
otherwise, vote such Units in favor of, and at the direction of, the Person who
is the beneficial owner, and the Partnership shall be entitled to assume it is
so acting without further inquiry. The provisions of this Section 15.12(b) (as
well as all other provisions of this Agreement) are subject to the provisions
of Section 10.4.

ARTICLE XVI

Merger MERGER

Section 16.1 Authority.

The Partnership may merge or consolidate with one or more corporations,
business trusts or associations, real estate investment trusts, common law
trusts or unincorporated businesses, including a general partnership []or[/],
limited partnership or limited liability company, formed under the laws of the
----------------------------
State of Delaware or any other state of the United States of America, pursuant
to a written agreement of merger or consolidation ("Merger Agreement") in
accordance with this Article XVI.

Section 16.2 Procedure for Merger or Consolidation.

Merger or consolidation of the Partnership pursuant to this Article XVI
requires the prior approval of the General Partner. If the General Partner
shall determine, in the exercise of its sole discretion, to consent to the
merger or consolidation, the General Partner shall approve the Merger
Agreement, which shall set forth:

(a) The names and jurisdictions of formation or organization of each of
the business entities proposing to merge or consolidate;

(b) The name and jurisdictions of formation or organization of the
business entity that is to survive the proposed merger or consolidation
(the "Surviving Business Entity");

(c) The terms and conditions of the proposed merger or consolidation;

(d) The manner and basis of exchanging or converting the equity
securities of each constituent business entity for, or into, cash, property
or general or limited partner interests, rights, securities or obligations
of the Surviving Business Entity; and (i) if any general or limited partner
interests, securities or rights of any constituent business entity are not
to be exchanged

C-88

or converted solely for, or into, cash, property or general or limited
partner interests, rights, securities or obligations of the Surviving
Business Entity, the cash, property or general or limited partner
interests, rights, securities or obligations of any limited partnership,
corporation, trust or other entity (other than the Surviving Business
Entity) which the holders of such general or limited partner interests,
securities or rights are to receive in exchange for, or upon conversion of
their general or limited partner interests, securities or rights, and (ii)
in the case of securities represented by certificates, upon the surrender
of such certificates, which cash, property or general or limited partner
interests, rights, securities or obligations of the Surviving Business
Entity or any general or limited partnership, corporation, trust or other
entity (other than the Surviving Business Entity), or evidences thereof,
are to be delivered;

(e) A statement of any changes in the constituent documents or the
adoption of new constituent documents (the articles or certificate of
incorporation, articles of trust, declaration of trust, certificate or
agreement of limited partnership, certificate of limited liability company
------------------------------------------
or other similar charter or governing document) of the Surviving Business
Entity to be effected by such merger or consolidation;

(f) The effective time of the merger, which may be the date of the filing
of the certificate of merger pursuant to Section 16.4 or a later date
specified in or determinable in accordance with the Merger Agreement
(provided that if the effective time of the merger is to be later than the
date of the filing of the certificate of merger, the effective time shall
be fixed no later than the time of the filing of the certificate of merger
and stated therein); and     

(g) Such other provisions with respect to the proposed merger or
consolidation as are deemed necessary or appropriate by the General
Partner.

Section 16.3 Approval by Limited Partners of Merger or Consolidation.

(a) The General Partner, upon its approval of the Merger Agreement, shall
direct that the Merger Agreement be submitted to a vote of Limited Partners,
whether at a meeting or by written consent, in either case in accordance with
the requirements of Article XV. A copy or a summary of the Merger Agreement
shall be included in or enclosed with the notice of a meeting or the written
consent.

(b) The Merger Agreement shall be approved upon receiving the affirmative
vote or consent of the holders of at least a Unit Majority unless the Merger
Agreement contains any provision that, if contained in an amendment to this
Agreement, the provisions of this Agreement or the Delaware Act would require
the vote or consent of a greater percentage of the Outstanding Units or of any
class of Limited Partners, in which case such greater percentage vote or
consent shall be required for approval of the Merger Agreement.

(c) After such approval by vote or consent of the Limited Partners, and at
any time prior to the filing of the certificate of merger pursuant to Section
16.4, the merger or consolidation may be abandoned pursuant to provisions
therefor, if any, set forth in the Merger Agreement.

Section 16.4 Certificate of Merger.

Upon the required approval by the General Partner and the Limited Partners of
a Merger Agreement, a certificate of merger shall be executed and filed with
the Secretary of State of the State of Delaware in conformity with the
requirements of the Delaware Act.

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Section 16.5 Effect of Merger.

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business
entities that has merged or consolidated, and all property, real, personal
and mixed, and all debts due to any of those business entities and all
other things and causes of action belonging to each of those business
entities shall be vested in the Surviving Business Entity and after the
merger or consolidation shall be the property of the Surviving Business
Entity to the extent they were of each constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of
those constituent business entities shall not revert and is not in any way
impaired because of the merger or consolidation;

(iii) all rights of creditors and all liens on or security interests in
property of any of those constituent business entities shall be preserved
unimpaired; and

(iv) all debts, liabilities and duties of those constituent business
entities shall attach to the Surviving Business Entity, and may be enforced
against it to the same extent as if the debts, liabilities and duties had
been incurred or contracted by it.

(b) A merger or consolidation effected pursuant to this Article shall not be
deemed to result in a transfer or assignment of assets or liabilities from one
entity to another having occurred.

ARTICLE XVII

RIGHT TO ACQUIRE UNITS

Section 17.1 Right to Acquire Units.

(a) Notwithstanding any other provision of this Agreement, if at any time not
more than 20% of the total Units of any class then Outstanding are held by
Persons other than the General Partner and its Affiliates, the General Partner
shall then have the right, which right it may assign and transfer to the
Partnership or any Affiliate of the General Partner, exercisable in its sole
discretion, to purchase all, but not less than all, of the Units of such class
then Outstanding held by Persons other than the General Partner and its
Affiliates, at the greater of (x) the Current Market Price as of the date three
days prior to the date that the notice described in Section []17.1(b)[/] 17.1(c)
-------
is mailed, and (y) the highest cash price paid by the General Partner or any of
its Affiliates for any such Unit purchased during the 90-day period preceding
the date that the notice described in Section []17.1(b) is mailed. As used in
this Agreement, (i) "Current Market Price" as of any date of any class of Units
listed or admitted to trading on any National Securities Exchange means the
average of the daily Closing Prices (as hereinafter defined) per Unit of such
class for the 20 consecutive Trading Days (as hereinafter defined) immediately
prior to such date; (ii) "Closing Price" for any day means the last sale price
on such day, regular way, or in case no such sale takes place on such day, the
average of the closing bid and asked prices on such day, regular way, in either
case as reported in the principal consolidated transaction reporting system with
respect to securities listed or admitted to trading on the principal National
Securities Exchange (other than the Nasdaq Stock Market) on which the Units of
such class are listed or admitted to trading or, if the Units of such class are
not listed or admitted[/]

C-90

[]to trading on any National Securities Exchange (other than the Nasdaq Stock
Market), the last quoted price on such day or, if not so quoted, the average of
the high bid and low asked prices on such day in the over-the-counter market,
as reported by the Nasdaq Stock Market or such other system then in use, or, if
on any such day the Units of such class are not quoted by any such
organization, the average of the closing bid and asked prices on such day as
furnished by a professional market maker making a market in the Units of such
class selected by the Board of Directors of the General Partner, or if on any
such day no market maker is making a market in the Units of such class, the
fair value of such Units on such day as determined reasonably and in good faith
by the Board of Directors of the General Partner; and (iii) "Trading Day" means
a day on which the principal National Securities Exchange on which the Units of
any class are listed or admitted to trading is open for the transaction of
business or, if Units of a class are not listed or admitted to trading on any
National Securities Exchange, a day on which banking institutions in New York
City generally are open.[/] 17.1(c) is mailed.
-----------------
(b)(b) Notwithstanding any other provision of this Agreement, if at any time
-------------------------------------------------------------------------
after the expiration of the Subordination Period and the earlier to occur of
- ----------------------------------------------------------------------------
(A) the fifth anniversary of the Effective Time or (B) the issuance of 909,000
- ------------------------------------------------------------------------------
Senior Subordinated Units and Class B Common Units in the aggregate pursuant to
- -------------------------------------------------------------------------------
Section 4.6, the Partnership acquires, through purchase or exchange, in a
- -------------------------------------------------------------------------
twelve-month period, 66 2/3% or more of the total Class B Common Units, the
- ---------------------------------------------------------------------------
Partnership shall then have the right, which it may not assign or transfer,
- --------------------------------------------------------------------------
exercisable in its sole discretion, to purchase all, but not less than all, of
- ------------------------------------------------------------------------------
the remaining Class B Common Units then Outstanding during the following
- ------------------------------------------------------------------------
twelve-month period, at the greater of (x) the Current Market Price as of the
- -----------------------------------------------------------------------------
date three days prior to the date that the notice described in Section 17(c) is
- -------------------------------------------------------------------------------
mailed, and (y) the highest cash price paid by the Partnership for any such
- ---------------------------------------------------------------------------
Unit purchased during the 90-day period preceding the date that the notice
- --------------------------------------------------------------------------
described in Section 17(c) is mailed.
- ------------------------------------ 

(c) If the General Partner, any Affiliate of the General Partner or the
Partnership elects to exercise the right to purchase Units granted pursuant to
Section 17.1(a) or the Partnership elects to exercise the right granted
-------------------------------------------------------
pursuant to Section 17(b) to purchase Class B Common Units, the General Partner
- ----------------------------------------------------------
or the Partnership, as the case may be, shall deliver to the Transfer Agent
- --------------------------------------
notice of such election to purchase (the "Notice of Election to Purchase") and
shall cause the Transfer Agent to mail a copy of such Notice of Election to
Purchase to the Record Holders of such Units (as of a Record Date selected by
the General Partner) at least 10, but not more than 60, days prior to the
Purchase Date. Such Notice of Election to Purchase shall also be published for
a period of at least three consecutive days in at least two daily newspapers of
general circulation printed in the English language and published in the
Borough of Manhattan, New York. The Notice of Election to Purchase shall
specify the Purchase Date and the price (determined in accordance with Section
17. l(a)) at which Units will be purchased and state that the General Partner,
its Affiliate or the Partnership, as the case may be, elects to purchase such
Units, upon surrender of Certificates representing such Units in exchange for
payment, at such office or offices of the Transfer Agent as the Transfer Agent
may specify, or as may be required by any National Securities Exchange on which
the Units are listed or admitted to trading. Any such Notice of Election to
Purchase mailed to a Record Holder of Units at his address as reflected in the
records of the Transfer Agent shall be conclusively presumed to have been given
regardless of whether the owner receives such notice. On or prior to the
Purchase Date, the General Partner, its Affiliate or the Partnership, as the
case may be, shall deposit with the

C-91

Transfer Agent cash in an amount sufficient to pay the aggregate purchase price
of all of the Units to be purchased in accordance with this Section 17.1. If
the Notice of Election to Purchase shall have been duly given as aforesaid at
least 10 days prior to the Purchase Date, and if on or prior to the Purchase
Date the deposit described in the preceding sentence has been made for the
benefit of the holders of Units subject to purchase as provided herein, then
from and after the Purchase Date, notwithstanding that any Certificate shall
not have been surrendered for purchase, all rights of the holders of such Units
(including any rights pursuant to Articles IV, V and XIV) shall thereupon
cease, except the right to receive the purchase price (determined in accordance
with Section 17.1(a)) for Units therefor, without interest, upon surrender to
the Transfer Agent of the Certificates representing such Units, and such Units
shall thereupon be deemed to be transferred to the General Partner, its
Affiliate or the Partnership, as the case may be, on the record books of the
Transfer Agent and the Partnership, and the General Partner or any Affiliate of
the General Partner, or the Partnership, as the case may be, shall be deemed to
be the owner of all such Units from and after the Purchase Date and shall have
all rights as the owner of such Units (including all rights as owner of such
Units pursuant to Articles IV, V and XIV).

[](c)[/](d) At any time from and after the Purchase Date, a holder of an
---
Outstanding Unit subject to purchase as provided in this Section 17.1 may
surrender his Certificate evidencing such Unit to the Transfer Agent in
exchange for payment of the amount described in Section 17.1(a), therefor,
without interest thereon.

ARTICLE XVIII

GENERAL PROVISIONS

Section 18.1 Addresses and Notices.

Any notice, demand, request, report or proxy materials required or permitted
to be given or made to a Partner or Assignee under this Agreement shall be in
writing and shall be deemed given or made when delivered in person or when sent
by first class United States mail or by other means of written communication to
the Partner or Assignee at the address described below. Any notice, payment or
report to be given or made to a Partner or Assignee hereunder shall be deemed
conclusively to have been given or made, and the obligation to give such notice
or report or to make such payment shall be deemed conclusively to have been
fully satisfied, upon sending of such notice, payment or report to the Record
Holder of such Unit at his address as shown on the records of the Transfer
Agent or as otherwise shown on the records of the Partnership, regardless of
any claim of any Person who may have an interest in such Unit or the
Partnership Interest of a General Partner by reason of any assignment or
otherwise. An affidavit or certificate of making of any notice, payment or
report in accordance with the provisions of this Section 18.1 executed by the
General Partner, the Transfer Agent or the mailing organization shall be prima
facie evidence of the giving or making of such notice, payment or report. If
any notice, payment or report addressed to a Record Holder at the address of
such Record Holder appearing on the books and records of the Transfer Agent or
the Partnership is returned by the United States []Post Office[/] Postal Service
--------------
marked to indicate that the United States Postal Service is unable to deliver
it, such notice, payment or report and any subsequent notices, payments and
reports shall be deemed to have been duly given or made without further mailing
(until such time as such Record Holder or another Person notifies the Transfer
Agent or the Partnership of a change in his address) if they are available for
the Partner or Assignee at the

C-92

principal office of the Partnership for a period of one year from the date of
the giving or making of such notice, payment or report to the other Partners
and Assignees. Any notice to the Partnership shall be deemed given if received
by the General Partner at the principal office of the Partnership designated
pursuant to Section 1.3. The General Partner may rely and shall be protected in
relying on any notice or other document from a Partner, Assignee or other
Person if believed by it to be genuine.

Section 18.2 References.

Except as specifically provided otherwise, references to "Articles" and
"Sections" are to Articles and Sections of this Agreement.

Section 18.3 Pronouns and Plurals.

Whenever the context may require, any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular
form of nouns, pronouns and verbs shall include the plural and vice versa.

Section 18.4 Further Action.

The parties shall execute and deliver all documents, provide all information
and take or refrain from taking action as may be necessary or appropriate to
achieve the purposes of this Agreement.

Section 18.5 Binding Effect.

This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.

Section 18.6 Integration.

This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.

Section 18.7 Creditors.

None of the provisions of this Agreement shall be for the benefit of, or
shall be enforceable by, any creditor of the Partnership.

Section 18.8 Waiver.

No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach of any other covenant, duty, agreement or condition.

Section 18.9 Counterparts.

This Agreement may be executed in counterparts, all of which together shall
constitute an agreement binding on all the parties hereto, notwithstanding that
all such parties are not signatories to the original or the same counterpart.
Each party shall become bound by this Agreement immediately upon affixing its
signature hereto or, in the case of a Person acquiring a Unit, upon accepting
the certificate evidencing such Unit or executing and delivering a Transfer
Application as herein described, independently of the signature of any other
party.

C-93

Section 18.10 Applicable Law.

This Agreement shall be construed in accordance with and governed by the laws
of the State of Delaware, without regard to the principles of conflicts of law.

Section 18.11 Invalidity of Provisions.

If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.

Section 18.12 Consent of Partners.

Each Partner hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken upon the affirmative vote
or consent of less than all of the Partners, such action may be so taken upon
the concurrence of less than all of the Partners and each Partner shall be
bound by the results of such action.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above.

General Partner:

[]Star Gas Corporation[/]

By:
William G. Powers, Jr., President

ORGANIZATIONAL LIMITED PARTNER:

[]By:[/]
[]William G. Powers, Jr.[/]

[]APPENDIX B[/] Star Gas LLC
------------

By:
Name:
Title:

Limited Partners:
-----------------

All Limited Partners now and
-------------------------------------
hereafter admitted as limited
-------------------------------------
partners of the Partnership,
-------------------------------------
pursuant to the Powers of Attorney
-------------------------------------
now and hereafter executed in favor
------------------------------------- 
of, and granted and delivered to,
-------------------------------------
the General Partner.
-------------------------------------

By: Star Gas LLC
----------------

General Partner, as attorney-in-fact
-------------------------------------
for all Limited Partners pursuant to
-------------------------------------
the Powers of Attorney granted
-------------------------------------
pursuant to Section 1.4
-------------------------------------

By:
---
Name:
-----
Title:
------

C-94

EXHIBIT A 
to the Amended and Restated 
Agreement of Limited Partnership of 

STAR GAS PARTNERS, L.P. 

Certificate Evidencing Common Units 
Representing Limited Partner Interests 

STAR GAS PARTNERS, L.P. 

No.       Common Units 

STAR GAS, LLC., a Delaware limited liability company, as the General Partner
of STAR GAS PARTNERS, L.P., a Delaware limited partnership (the "Partnership"),
hereby certifies that        (the "Holder") is the registered owner of
Common Units representing limited partner interests in the Partnership (the
"Common Units") transferable on the books of the Partnership, in person or by
duly authorized attorney, upon surrender of this Certificate properly endorsed
and accompanied by a properly executed application for transfer of the Common
Units represented by this Certificate. The rights, preferences and limitations
of the Common Units are set forth in, and this Certificate and the Common Units
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Amended and Restated Agreement of Limited Partnership of
STAR GAS PARTNERS, L.P., as amended, supplemented or restated from time to time
(the "Partnership Agreement"). Copies of the Partnership Agreement are on file
at, and will be furnished without charge on delivery of written request to the
Partnership at, the principal office of the Partnership located at 2187
Atlantic Street, Stamford, Connecticut 06912-0011. Capitalized terms used
herein but not defined shall have the meaning given them in the Partnership
Agreement. 

The Holder, by accepting this Certificate, is deemed to have (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement,
(ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the
Partnership Agreement and (iv) made the waivers and given the consents and
approvals contained in the Partnership Agreement. 

This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar. 

Dated:                                Star Gas, LLC., 

as General Partner 

Countersigned and Registered by:      By: ____________________________ 

President 

By: ____________________________ 
as Transfer Agent and Registrar                   
Secretary 

By: ____________________________ 
Authorized Signature      

C-A-1

[Reverse of Certificate]     

ABBREVIATIONS     

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as follows according to applicable laws or
regulations:     

TEN COM-     

as tenants in common           UNIF GIFT MIN ACT-     

TEN ENT-     

as tenants by the entireties        Custodian     

JT TEN-     

as joint tenants with right of     

(Cust)    (Minor)     

survivorship and not as tenants in     

under Uniform Gifts to Minors     
common                                      
Act     

State     

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS     

in     

STAR GAS PARTNERS, L.P.     

IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES     

DUE TO TAX SHELTER STATUS OF STAR GAS PARTNERS, L.P.     

You have acquired an interest in Star Gas Partners, L.P., 2187 Atlantic
Street, Stamford, Connecticut 06912-0011, whose taxpayer identification number
is 06-1437793. The Internal Revenue Service has issued Star Gas Partners, L.P.
the following tax shelter registration number:     

YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF
YOU CLAIM ANY DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY
INCOME BY REASON OF YOUR INVESTMENT IN STAR GAS PARTNERS, L.P.     

You must report the registration number as well as the name and taxpayer
identification number of Star Gas Partners, L.P. on Form 8271. FORM 8271 MUST
BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT, OR
OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN STAR GAS
PARTNERS, L.P.     

If you transfer your interest in Star Gas Partners, L.P. to another person,
you are required by the Internal Revenue Service to keep a list containing (a)
that person's name, address and taxpayer identification number, (b) the date on
which you transferred the interest and (c) the name, address and tax shelter
registration number of Star Gas Partners, L.P. If you do not want to keep such
a list, you must (1) send the information specified above to the Partnership,
which will keep the list for this tax shelter, and (2) give a copy of this
notice to the person to whom you transfer your interest. Your failure to comply
with any of the above-described responsibilities could result in the imposition
of a penalty under Section 6707(b) or 6708(a) of the Internal Revenue Code of
1986, as amended, unless such failure is shown to be due to reasonable cause.

C-A-2

ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR
THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED, OR APPROVED BY THE
INTERNAL REVENUE SERVICE. 

FOR VALUE RECEIVED,                   hereby assigns, conveys, sells and

transfers unto 

- -------------------------------------     -------------------------------------

(Please print or typewrite name         (Please insert Social Security or
other identifying number of
and address of Assignee)                     Assignee) 

Common Units representing limited partner interests evidenced by this
Certificate, subject to the Partnership Agreement, and does hereby irrevocably
constitute and appoint as its attorney-in-fact with full power of substitution
to transfer the same on the books of Star Gas Partners, L.P. 

Date:                                 NOTE: The signature to any
endorsement hereon must correspond
with the name as written upon the
face of this Certificate in every
particular, without alteration,
enlargement or change. 
SIGNATURE(S) MUST BE GUARANTEED BY A
MEMBER FIRM OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS,
INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY 

-------------------------------------

(Signature)

-------------------------------------

(Signature) 

SIGNATURE(S) GUARANTEED 

No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to
be transferred is surrendered for registration or transfer and an Application
for Transfer of Common Units has been executed by a transferee either (a) on
the form set forth below or (b) on a separate application that the Partnership
will furnish on request without charge. A transferor of the Common Units shall
have no duty to the transferee with respect to execution of the transfer
application in order for such transferee to obtain registration of the transfer
of the Common Units.      

C-A-3

APPENDIX A

No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to
be transferred is surrendered for registration or transfer and an Application
for Transfer of Common Units has been executed by a transferee either (a) on
the form set forth below or (b) on a separate application that the Partnership
will furnish on request without charge. A transferor of the Common Units shall
have no duty to the transferee with respect to execution of the transfer
application in order for such transferee to obtain registration of the transfer
of the Common Units.

APPLICATION FOR TRANSFER OF COMMON UNITS

The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Common Units evidenced hereby.

The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and
-----------
Restated Agreement of Limited Partnership of Star Gas Partners, L.P. []the
- --------
"Partnership"[/], as amended, supplemented or restated to the date hereof (the
"Partnership Agreement"), (b) represents and warrants that the Assignee has all
right, power and authority and, if an individual, the capacity necessary to
enter into the Partnership Agreement, (c) appoints the General Partner and, if
a Liquidator shall be appointed, the Liquidator of the Partnership as the
Assignee's attorney-in-fact to execute, swear to, acknowledge and file any
document, including, without limitation, the Partnership Agreement and any
amendment thereto and the Certificate of Limited Partnership of the Partnership
and any amendment thereto, necessary or appropriate for the Assignee's
admission as a Substituted Limited Partner and as a party to the Partnership
Agreement, (d) gives the powers of attorney provided for in the Partnership
Agreement and (e) makes the waivers and gives the consents and approvals
contained in the Partnership Agreement. Capitalized terms not defined herein
have the meanings assigned to such terms in the Partnership Agreement.

Date: _______________________________

- -------------------------------------
Signature of Assignee

- -------------------------------------
Social Security or other identifying
number of Assignee

C-A-4

- -------------------------------------
Name and Address of Assignee

- -------------------------------------
Purchase Price including commissions, if any

Type of Entity (check one):

[_] Individual  [_] Partnership  [_] Corporation
[_] Trust     [_] Other (specify) _______

Nationality (check one):

[_] U.S. Citizen, Resident or Domestic Entity  [_] Non[]-Foreign Corporation--
Non-[/]resident Alien
[_] Foreign Corporation

If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers of
property if a holder of an interest in the Partnership is a foreign person. To
inform the Partnership that no withholding is required with respect to the
undersigned interestholder's interest in it, the undersigned hereby certifies
the following (or, if applicable, certifies the following on behalf of the
interestholder).

Complete Either A or B:

A.Individual Interestholder

1.I am not a non-resident alien for purposes of U.S. income taxation.

2.My U.S. taxpayer identification number (Social Security Number) is

3.My home address is

B. Partnership, Corporation or Other Interestholder

1.                             is not a foreign
(Name of Interestholder)
corporation, foreign partnership, foreign trust or foreign estate (as those
terms are defined in the Code and Treasury Regulations).

2.The interestholder's U.S. employer identification number is

3.The interestholder's office address and place of incorporation (if
applicable) is

The interestholder agrees to notify the Partnership within sixty (60) days of
the date the interestholder becomes a foreign []person. The[/] person. The
-----------
interestholder understands that this certificate may be disclosed to the
Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.

C-A-5

Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this
document on behalf of

-------------------------------------
(Name of Interestholder)

-------------------------------------
Signature and Date

-------------------------------------
Title (if applicable)

Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the above
certification as to any person for whom the Assignee will hold the Common Units
shall be made to the best of the Assignee's knowledge.

C-A-6

EXHIBIT B 
to the Amended and Restated 
Agreement of Limited Partnership of 

STAR GAS PARTNERS, L.P. 

Certificate Evidencing Senior Subordinated Units 
Representing Limited Partner Interests 

STAR GAS PARTNERS, L.P. 

No.    Senior Subordinated Units 

STAR GAS, LLC., a Delaware limited liability company, as the General Partner
of STAR GAS PARTNERS, L.P., a Delaware limited partnership (the "Partnership"),
hereby certifies that                             (the "Holder") is the
registered owner of            Senior Subordinated Units representing limited
partner interests in the Partnership (the "Senior Subordinated Units")
transferable on the books of the Partnership, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed and accompanied
by a properly executed application for transfer of the Senior Subordinated
Units represented by this Certificate. The rights, preferences and limitations
of the Senior Subordinated Units are set forth in, and this Certificate and the
Senior Subordinated Units represented hereby are issued and shall in all
respects be subject to the terms and provisions of, the Amended and Restated
Agreement of Limited Partnership of STAR GAS PARTNERS, L.P., as amended,
supplemented or restated from time to time (the "Partnership Agreement").
Copies of the Partnership Agreement are on file at, and will be furnished
without charge on delivery of written request to the Partnership at, the
principal office of the Partnership located at 2187 Atlantic Street, Stamford,
Connecticut 06912-0011. Capitalized terms used herein but not defined shall
have the meaning given them in the Partnership Agreement. 

The Holder, by accepting this Certificate, is deemed to have (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement,
(ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the
Partnership Agreement and (iv) made the waivers and given the consents and
approvals contained in the Partnership Agreement. 

This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar. 

Dated:                                Star Gas, LLC., 

as General Partner 

Countersigned and Registered by:

By: ____________________________ 

President 

_________________________________     By: ____________________________ 

as Transfer Agent and Registrar                      Secretary 

By: ____________________________ 
Authorized Signature      

C-B-1

[Reverse of Certificate]     

ABBREVIATIONS     

The following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as follows according to applicable laws or
regulations:     

TEN COM- as tenants in common             UNIF GIFT MIN ACT-     

TEN ENT-     

as tenants by the entireties               Custodian     

JT TEN-     

as joint tenants with right of (Cust)                    (Minor)     
survivorship and not as            
tenants in common              under Uniform Gifts to Minors     

Act     

State     

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF SENIOR SUBORDINATED UNITS
IN
STAR GAS PARTNERS, L.P.

IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
DUE TO TAX SHELTER STATUS OF STAR GAS PARTNERS, L.P.

You have acquired an interest in Star Gas Partners, L.P. 2187 Atlantic
Street, Stamford, Connecticut 06912-0011, whose taxpayer identification number
is 06-1437793. The Internal Revenue Service has issued Star Gas Partners, L.P.
the following tax shelter registration number:     

YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE IF
YOU CLAIM ANY DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY
INCOME BY REASON OF YOUR INVESTMENT IN Star Gas PARTNERS, L.P.     

You must report the registration number as well as the name and taxpayer
identification number of Star Gas Partners, L.P. on Form 8271. FORM 8271 MUST
BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT, OR
OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN STAR GAS
PARTNERS, L.P.     

If you transfer your interest in Star Gas Partners, L.P. to another person,
you are required by the Internal Revenue Service to keep a list containing (a)
that person's name, address and taxpayer identification number, (b) the date on
which you transferred the interest and (c) the name, address and tax shelter
registration number of Star Gas Partners, L.P. If you do not want to keep such
a list you must (1) send the information specified above to the Partnership,
which will keep the list for this tax shelter, and (2) give a copy of this
notice to the person to whom you transfer your interest. Your failure to comply
with any of the above-described responsibilities could result in the imposition
of a penalty under Section 6707(b) or 6708(a) of the Internal Revenue Code of
1986, as amended unless such failure is shown to be due to reasonable cause.

C-B-2

ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR
THE CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED OR APPROVED BY THE
INTERNAL REVENUE SERVICE. 

FOR VALUE RECEIVED,                   hereby assigns, conveys, sells and

transfers unto 

_________________________________     _________________________________

(Please print or typewrite nameand         (Please insert Social Security or
address of Assignee)                 other identifying number of
Assignee) 

Senior Subordinated Units representing limited partner interests
evidenced by this Certificate, subject to the Partnership Agreement, and does
hereby irrevocably constitute and appoint            as its attorney-in-fact
with full power of substitution to transfer the same on the books of Star Gas
Partners, L.P. 

Date: __________________________      NOTE: The signature to any
endorsement hereon must correspond
with the name as written upon the
face of this Certificate in every
particular, without alteration,
enlargement or change. 

SIGNATURE(S) MUST BE GUARANTEED BY A
MEMBER FIRM OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS,
INC. OR BY A COMMERCIAL BANK OR
TRUST COMPANY. 

SIGNATURE(S) GUARANTEED               _________________________________

(Signature) 

_________________________________

(Signature) 

No transfer of the Senior Subordinated Units evidenced hereby will be
registered on the books of the Partnership, unless the Certificate evidencing
the Senior Subordinated Units to be transferred is surrendered for registration
or transfer and an Application for Transfer of Senior Subordinated Units has
been executed by a transferee either (a) on the form set forth below or (b) on
a separate application that the Partnership will furnish on request without
charge. A transferor of the Senior Subordinated Units shall have no duty to the
transferee with respect to execution of the transfer application in order for
such transferee to obtain registration of the transfer of the Senior
Subordinate Units.     

C-B-3

APPENDIX A     

No transfer of the Senior Subordinated Units evidenced hereby will be
registered on the Books of the Partnership, unless the Certificate evidencing
the Senior Subordinated Units to be transferred is surrendered for registration
or transfer and an Application for Transfer of Senior Subordinated Units has
been executed by a transferee either (a) on the form set forth below or (b) on
a separate application that the Partnership will furnish on request without
charge. A transferor of the Senior Subordinated Units shall have no duty to the
transferee with respect to execution of the transfer application in order for
such transferee to obtain registration of the transfer of the Senior
Subordinated Units.     

APPLICATION FOR TRANSFER OF SENIOR SUBORDINATED UNITS     

The undersigned ("Assignee") hereby applies for transfer to the name of the
Assignee of the Senior Subordinated Units evidenced hereby.     

The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Amended and
Restated Agreement of Limited Partnership of Star Gas Partners, L.P., as
amended, supplemented or restated to the date hereof (the "Partnership
Agreement"), (b) represents and warrants that the Assignee has all right, power
and authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (c) appoints the General Partner and, if a Liquidator
shall be appointed, the Liquidator of the Partnership as the Assignee's
attorney-in-fact to execute, swear to, acknowledge and file any document,
including, without limitation, the Partnership Agreement and any amendment
thereto and the Certificate of limited Partnership and any amendment thereto,
necessary or appropriate for the Assignee's admission as a Substituted Limited
Partner and as a party to the Partnership Agreement, (d) gives the powers of
attorney provided for in the Partnership Agreement and (e) makes the waivers
and gives the consents and approvals contained in the Partnership Agreement.
Capitalized terms not defined herein have the meanings assigned to such terms
in the Partnership Agreement.     

Date: __________________________     

_________________________________    

Signature of Assignee     

_________________________________    

Social Security or other identifying
number of Assignee     

_________________________________    

Name and Address of Assignee     

C-B-4

_________________________________    

Purchase Price including commissions, if any     

Type of Entity (check one):     

[_] Individual  [_] Partnership  [_] Corporation     

[_] Trust     [_] Other (specify) _______

Nationality (check one):     

[_] U.S. Citizen, Resident or Domestic Entity  [_] Non-resident Alien     

[_] Foreign Corporation     

If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.     

Under Section 1445(e) of the Internal Revenue Code of 1986, as amended (the
"Code"), the Partnership must withhold tax with respect to certain transfers of
property if a holder of an interest in the Partnership is a foreign person. To
inform the Partnership that no withholding is required with respect to the
undersigned interestholder's interest in it, the undersigned hereby certifies
the following (or, if applicable, certifies the following on behalf of the
interestholder).     

Complete Either A or B:     

A.Individual Interestholder     

1.I am not a non-resident alien for purposes of U.S. income taxation.     

2.My U.S. taxpayer identification number (Social Security Number) is     

3.My home address is     

B. Partnership, Corporation or Other Interestholder     

1.                             is not a foreign corporation, foreign
partnership, foreign     

(Name of Interestholder)     

trust or foreign estate (as those terms are defined in the Code and
Treasury Regulations).     

2.The interestholder's U.S. employer identification number is     

3.The interestholder's office address and place of incorporation (if
applicable) is     

The interestholder agrees to notify the Partnership within sixty (60) days of
the date the interestholder becomes a foreign person. The interestholder
understands that this certificate may be disclosed to the Internal Revenue
Service by the Partnership and that any false statement contained herein could
be punishable by fine, imprisonment or both.     

C-B-5

Under penalties of perjury, I declare that I have examined this certification
and to the best of my knowledge and belief it is true, correct and complete
and, if applicable, I further declare that I have authority to sign this
document on behalf of     

_________________________________    

(Name of Interestholder)     

_________________________________    

Signature and Date     

_________________________________    

Title (if applicable)     

Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the above
certification as to any person for whom the Assignee will hold the Common Units
shall be made to the best of the Assignee's knowledge.     

C-B-6

Annex D

October 16, 1998

The Special Committee of the Board of Directors
Star Gas Corporation
2187 Atlantic Street
Stamford, CT 06912-0011

Members of the Special Committee of the Board of Directors:

You (the "Special Committee") have requested the opinion of A.G. Edwards &
Sons, Inc. ("A.G. Edwards"), the financial advisor to the Special Committee, as
to the fairness, from a financial point of view, of the Transaction (as
hereinafter defined) to the public common unitholders (the "Public Common
Unitholders"), of Star Gas Partners, L.P., (the "Partnership").

As more fully described in the Partnership's Registration Statement on Form
S-4, the "Transaction" consists of the following four interrelated principal
parts:

(1) the acquisition of Petroleum Heat and Power Co., Inc. ("Petro") by
the Partnership;

(2) the public offerings of debt and equity by the Partnership or its
subsidiary (in accordance with the terms set forth in the Agreement and
Plan of Merger) and the redemption of certain debt and preferred stock of
Petro;

(3) the withdrawal of Star Gas Corporation, the current general partner
of the Partnership (the "General Partner") from the Partnership (as well as
from the operating partnership), and the admission of Star Gas L.L.C. as
the new general partner; and

(4) the adoption of certain amendments to the Agreement of Limited
Partnership (and the operating partnership's agreement of limited
partnership) in order to consummate the Transaction.

For purposes of our opinion with respect to the Transaction, we have assumed
that the Partnership will be able to complete the requisite financings in (2)
and understand that the Transaction will not be consummated if the Partnership
is unable to complete the requisite financings in accordance with the specified
terms and conditions. We have also assumed that the General Partner's
withdrawal and the related admission of a successor general partner in (3) will
have no financial impact on the Public Common Unitholders.

A.G. Edwards, as part of its investment banking business, is regularly
engaged in, among other things, the valuation of businesses and their
securities in connection with mergers and acquisitions, initial public
offerings, secondary distribution of listed and unlisted securities, private
placements, and valuations for estate, corporate and other purposes. We are
familiar with the Partnership through acting as exclusive financial advisor and
placement agent in the Partnership's private placement of 7.17% First Mortgage
Notes due 2010 and through our securities research coverage of the

Partnership. In connection with this engagement, we will receive fees (a
portion of which is contingent upon the consummation of the Transaction) as
well as our standard indemnification. We are not aware of any relationship
between A.G. Edwards and the Partnership, the General Partner or Petro, which
in our opinion would affect our ability to render a fair and independent
opinion in this matter.

In connection with the opinion, A.G. Edwards' activities included, among
other things:

(i) A review of the most recently available drafts of the Partnership's
Registration Statement on Form S-4 and exhibits thereto, including the
Agreement and Plan of Merger, the Exchange Agreement, the Amended and
Restated Agreement of Limited Partnership and the Conveyance and
Contribution Agreements.

(ii) A review of certain publicly-available Partnership and Petro
historical audited financial statements and certain unaudited interim
financial statements;

(iii) A review of certain financial analyses and forecasts of the
Partnership prepared by and reviewed with management of the General Partner
and the views of management of the General Partner regarding the
Partnership's past and current business operations, results thereof,
financial condition and future prospects, including the impact of the
Transaction, as well as information relating to the retail propane
distribution industry and the potential strategic, financial and
operational benefits and challenges anticipated from the Transaction;

(iv) A review of certain financial analyses and forecasts of Petro
prepared by and reviewed with management of Petro and the views of
management of Petro regarding Petro's past and current business operations,
results thereof, financial condition and future prospects, including the
impact of the Transaction, as well as information relating to the retail
home heating oil distribution industry and the potential strategic,
financial and operational benefits and challenges anticipated from the
Transaction;

(v) A review of the pro forma impact of the Transaction on the
Partnership and Petro;

(vi) A review of the publicly reported historical price and trading
activity for the Partnership's Common Units and Petro's Class A Common
Stock, including a comparison of certain financial and stock market
information for the Partnership with similar publicly available information
for certain other companies, the securities of which are publicly traded;

(vii) A review of the current market environment generally, and the
retail propane distribution environment and the retail home heating oil
distribution environment in particular;

(viii) A review of information relating to the financial terms of certain
transactions, including selected mergers and acquisition transactions; and

(ix) A review of such other information, financial studies, analyses and
investigations, and financial, economic and market criteria that A.G.
Edwards considered relevant.

In rendering our opinion, A.G. Edwards has relied upon and assumed, without
independent verification, the accuracy and completeness of all financial and
other information, publicly available, furnished to, or otherwise discussed
with A.G. Edwards for the purposes of the opinion. With respect to financial
projections and other information provided to or otherwise discussed with

D-2

A.G. Edwards, A.G. Edwards assumed and was advised by the management of the
General Partner and Petro, respectively, that such projections and other
information were reasonably prepared on a basis that reflects the best
currently available estimates and judgments of the management of the General
Partner and Petro, respectively. A.G. Edwards did, however, review numerous
sets of projections for Petro and analyzed what it believed were certain of the
major assumptions embedded within Petro's projections. A.G. Edwards used two
sets of projections for Petro to perform A.G. Edwards' analyses. A.G. Edwards
used a set of projections based on 30-year weather and a set of projections
based on 15-year weather. The Special Committee did not, however, engage A.G.
Edwards to, and therefore A.G. Edwards did not, verify the accuracy or
completeness of any information. A.G. Edwards has relied upon the assurances of
the management of the General Partner and Petro that the respective managements
are not aware of any facts that would make such information inaccurate or
misleading. A.G. Edwards did not conduct a physical inspection of the
properties or facilities of the Partnership or Petro nor did it make or obtain
any independent evaluation or appraisals of any such properties or facilities
or assets and liabilities. A.G. Edwards also assumed that the final form of the
Partnership's Registration Statement on Form S-4, the Agreement and Plan of
Merger, the Exchange Agreement, the Amended and Restated Agreement of Limited
Partnership and the Conveyance and Contribution Agreements would be
substantially similar to the last draft reviewed by A.G. Edwards.

A.G. Edwards did not express an opinion as to what the value of the
Partnership's Senior Subordinated Units, Junior Subordinated Units or General
Partner Units will be when issued to the holders of Petro's Common Stock
pursuant to the Transaction, or the price at which the Partnership's Common
Units or Senior Subordinated Units will trade subsequent to the Transaction.

Our opinion is necessarily based on economic, market and other conditions as
in effect on, and the information made available to us as of, the date hereof.
Our opinion as expressed herein is limited to the fairness, from a financial
point of view, to the Public Common Unitholders, of the Transaction and does
not constitute tax advice, or a recommendation to any Public Common Unitholder
as to how such unitholder should vote with respect to the Transaction.

Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Transaction is fair, from a financial point of view, to the
Public Common Unitholders.

Very truly yours,

A.G. Edwards & Sons, Inc.

D-3

Annex E

October 6, 1998

The Board of Directors
Petroleum Heat & Power Co., Inc.
Clearwater House
2187 Atlantic Street
Stamford, CT 06904-1457

Lady and Gentlemen:

You have requested our opinion as to the fairness from a financial point of
view to the non-affiliate, public holders ("Public Common Stockholders") of
Class A common stock and Class C common stock (collectively, "Petro Common
Stock"), of Petroleum Heat & Power Co., Inc., a Minnesota corporation
("Petro"), of the terms of the proposed merger as set forth in the Agreement
and Plan of Merger, anticipated to be executed in October 1998 (the "Merger
Agreement"), by and among Petro; Star Gas Propane, L.P. (the "Operating
Partnership"), a Delaware limited partnership and wholly-owned subsidiary of
Star Gas Partners, L.P., a Delaware limited partnership (the "Partnership");
and a wholly-owned indirect subsidiary of the Operating Partnership
("Mergeco"). Pursuant to the Merger Agreement, Mergeco will be merged with and
into Petro (the "Merger"), with Petro surviving the Merger as a wholly-owned
indirect subsidiary of the Operating Partnership, and each share of Petro
Common Stock held by the Public Common Stockholders shall be converted into the
right to receive 0.13064 of a Senior Subordinated Unit ("Senior Subordinated
Unit") of the Partnership. Cash will be paid in lieu of fractional Senior
Subordinated Units based upon the market price of the Senior Subordinated Units
following the Merger. The Merger will be treated as a taxable transaction for
the Public Common Stockholders, and will be accounted for as a purchase
transaction under generally accepted accounting principles. The terms and
conditions of the Merger and the rights and preferences of the Senior
Subordinated Units are set forth more fully in the Merger Agreement and the
Amended and Restated Partnership Agreement ("Partnership Agreement").

In arriving at our opinion, we have reviewed the most recently available
drafts of the Merger Agreement, the Partnership Agreement, the Joint Proxy
Statement / Prospectus of Petro and the Partnership (the "Proxy Statement")
anticipated to be filed as a part of the Registration Statement on Form S-4
(the "Registration Statement") of the Partnership, and certain publicly
available financial information concerning Petro and the Partnership. In
addition, we have reviewed certain internal analyses, forecasts and other
internal information concerning the businesses and operations of Petro and the
Partnership prepared by the respective senior managements of Petro and the
Partnership. We have also met with the senior managements of Petro and the
Partnership to discuss the businesses, operations and prospects of Petro and
the Partnership. In addition, we have considered certain long-term strategic
benefits of the Merger, both operational and financial, that were described to
us by the senior managements of Petro and the Partnership.

We have reviewed the terms of the Merger in relation to, among other things,
current and historical market prices and trading volume for the Petro Class A
Common Stock and the Partnership

Common Units ("Common Units"); the respective companies' cash flow, net income
and book value per share/unit; the capitalization and financial condition of
Petro and the Partnership; the pro forma financial impact of the Merger on
Petro and the Partnership, including the potential relative ownership of
various classes of units of the Partnership after the Merger by the current
holders of Petro Common Stock and the current unitholders of the Partnership;
and, to the extent publicly available, the terms of recent merger and
acquisition transactions involving comparable companies. In addition, we have
reviewed the merger premiums paid in recent stock-for-stock acquisitions of
public companies generally, and energy industry companies in particular. We
have also analyzed certain financial, stock market and other publicly available
information relating to the business of other companies and partnerships whose
operations we consider comparable to the respective operations of Petro and the
Partnership. In addition to the foregoing, we have considered such other
information, financial studies, analyses and investigations and financial,
economic and market criteria as we deemed relevant in arriving at our opinion.

In connection with our review, we have not independently verified any of the
foregoing information, and we have relied upon such information being complete
and accurate in all material respects. We have assumed, with your consent, that
the financial forecasts provided to us and discussed with us have been
reasonably prepared on a basis reflecting the best currently available
estimates and judgments of the senior managements of Petro and the Partnership
as to the respective expected future performance of Petro and the Partnership,
and of the combined companies subsequent to the proposed Merger. In addition,
we have not conducted a physical inspection or made an independent evaluation
or appraisal of the assets of Petro or the Partnership, nor have we been
furnished with any such evaluation or appraisal. In rendering our opinion, we
have assumed that in the course of obtaining the necessary regulatory and
governmental approvals for the proposed Merger, no restriction will be imposed
that will have a material adverse effect on the contemplated benefits of the
proposed Merger. Our opinion is based on circumstances as they exist and can be
evaluated on, and the information made available to us at, the date hereof.

Dain Rauscher Wessels, a division of Dain Rauscher Incorporated ("Dain
Rauscher Wessels"), as part of its investment banking business, is regularly
engaged in the valuation of businesses and their securities in connection with
mergers and acquisitions, corporate restructurings, negotiated underwritings,
secondary distributions of listed and unlisted securities, private placements
and valuations for corporate and other purposes. We will receive a fee for our
services in connection with rendering our opinion. In the ordinary course of
our business, we may actively trade the securities of Petro and the Partnership
for our own account and for the accounts of customers and, accordingly, may at
any time hold a long or short position in such securities.

It is understood that this letter is for the information of the Board of
Directors of Petro in connection with its consideration of the Merger and is
not to be quoted or referred to, in whole or in part, in any registration
statement, prospectus or proxy statement, or in any other document used in
connection with the offering or sale of securities, nor shall this letter be
used for any other purposes, without Dain Rauscher Wessels' prior written
consent. We understand that this letter will be reprinted in its entirety in
the Proxy Statement sent to the holders of Petro Common Stock and unitholders
of the Partnership in connection with the Merger and that we will have the
opportunity to review and comment on all descriptions thereof in the Proxy
Statement prior to the filing of the

E-2

Proxy Statement, the Registration Statement and any supplements and amendments
thereto, with the Securities and Exchange Commission and prior to its
dissemination to holders of Petro Common Stock and the unitholders of the
Partnership.

Our opinion does not address the merits of the underlying decision by Petro
to engage in the Merger, and does not constitute a recommendation to any holder
of Petro Common Stock as to how such holder should vote on the approval and
adoption of the Merger Agreement or any matter related thereto. We are not
expressing any opinion herein as to the prices at which Common Units or Senior
Subordinated Units of the Partnership will trade following the consummation of
the Merger.

Based upon our experience as investment bankers and subject to the foregoing,
including the various assumptions and limitations set forth herein, it is our
opinion that as of the date hereof the consideration to be received by the
Public Common Stockholders in the proposed Merger is fair, from a financial
point of view, to the Public Common Stockholders.

Very truly yours,

Dain Rauscher Wessels
a division of Dain Rauscher
Incorporated

E-3

Annex F

302A.471 RIGHTS OF DISSENTING SHAREHOLDERS.

Subd. 1. Actions creating rights. A shareholder of a corporation may dissent
from, and obtain payment for the fair value of the shareholder's shares in the
event of, any of the following corporate actions:

(a) An amendment of the articles that materially and adversely affects the
rights or preferences of the shares of the dissenting shareholder in that it:

(1) alters or abolishes a preferential right of the shares;

(2) creates, alters, or abolishes a right in respect of the redemption of
the shares, including a provision respecting a sinking fund for the
redemption or repurchase of the shares;

(3) alters or abolishes a preemptive right of the holder of the shares to
acquire shares, securities other than shares, or rights to purchase shares
or securities other than shares;

(4) excludes or limits the right of a shareholder to vote on a matter, or
to cumulate votes, except as the right may be excluded or limited through
the authorization or issuance of securities of an existing or new class or
series with similar or different voting rights; except that an amendment to
the articles of an issuing public corporation that provides that section
302A.671 does not apply to a control share acquisition does not give rise
to the right to obtain payment under this section;

(b) A sale, lease, transfer, or other disposition of all or substantially all
of the property and assets of the corporation, but not including a transaction
permitted without shareholder approval in section 3024A.66, subdivision 1, or a
disposition in dissolution described in section 302A.725, subdivision 2, or a
disposition pursuant to an order of a court, or a disposition for cash on terms
requiring that all or substantially all of the net proceeds of disposition be
distributed to the shareholders in accordance with their respective interests
within one year after the date of disposition;

(c) A plan of merger, whether under this chapter or under chapter 322B, to
which the corporation is a party, except as provided in subdivision 3;

(d) A plan of exchange, whether under this chapter or under chapter 322B, to
which the corporation is a party as the corporation whose shares will be
acquired by the acquiring corporation, if the shares of the shareholder are
entitled to be voted on the plan; or

(e) Any other corporate action taken pursuant to a shareholder vote with
respect to which the articles, the bylaws, or a resolution approved by the
board directs that dissenting shareholders may obtain payment for their shares.

Subd. 2. Beneficial owners. (a) A shareholder shall not assert dissenters'
rights as to less than all of the shares registered in the name of the
shareholder, unless the shareholder dissents with respect to all the shares
that are beneficially owned by another person but registered in the name of the
shareholder and discloses the name and address of each beneficial owner on
whose behalf the

F-1

shareholder dissents. In that event, the rights of the dissenter shall be
determined as if the shares as to which the shareholder has dissented and the
other shares were registered in the names of different shareholders.

(b) A beneficial owner of shares who is not the shareholder may assert
dissenters' rights with respect to shares held on behalf of the beneficial
owner, and shall be treated as a dissenting shareholder under the terms of this
section and section 302A.473, if the beneficial owner submits to the
corporation at the time of or before the assertion of the rights a written
consent of the shareholder.

Subd. 3. Rights not to apply. Unless the articles, the bylaws, or a
resolution approved by the board otherwise provide, the right to obtain payment
under this section does not apply to a shareholder of the surviving corporation
in a merger, if the shares of the shareholder are not entitled to be voted on
the merger.

Subd. 4. Other rights. The shareholders of a corporation who have a right
under this section to obtain payment for their shares do not have a right at
law or in equity to have a corporate action described in subdivision 1 set
aside or rescinded, except when the corporate action is fraudulent with regard
to the complaining shareholder or the corporation.

302A.473 PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS.

Subd. 1. Definitions. (a) For purposes of this section, the terms defined in
this subdivision have the meanings given them.

(b) "Corporation" means the issuer of the shares held by a dissenter before
the corporate action referred to in section 302A.471, subdivision 1 or the
successor by merger of that issuer.

(c) "Fair value of the shares" means the value of the shares of a corporation
immediately before the effective date of the corporate action referred to in
section 302A.471, subdivision 1.

(d) "Interest" means interest commencing five days after the effective date
of the corporate action referred to in section 302A.471, subdivision 1 up to
and including the date of payment, calculated at the rate provided in section
549.09 for interest on verdicts and judgments.

Subd. 2. Notice of action. If a corporation calls a shareholder meeting at
which any action described in section 302A.471, subdivision 1 is to be voted
upon, the notice of the meeting shall inform each shareholder of the right to
dissent and shall include a copy of section 302A.471 and this section and a
brief description of the procedure to be followed under these sections.

Subd. 3. Notice of dissent. If a proposed action must be approved by the
shareholders, a shareholder who wishes to exercise dissenters' rights must file
with the corporation before the vote on the proposed action a written notice of
intent to demand the fair value of the shares owned by the shareholder and must
not vote the shares in favor of the proposed action.

Subd. 4. Notice of procedure; deposit of shares. (a) After the proposed
action has been approved by the board and, if necessary, the shareholders, the
corporation shall send to all

F-2

shareholders who have complied with subdivision 3 and to all shareholders
entitled to dissent if no shareholder vote was required, a notice that
contains:

(1) The address to which a demand for payment and certificates of
certificated shares must be sent in order to obtain payment and the date by
which they must be received;

(2) Any restrictions on transfer of uncertificated shares that will apply
after the demand for payment is received;

(3) A form to be used to certify the date on which the shareholder, or
the beneficial owner on whose behalf the shareholder dissents, acquired the
shares or an interest in them and to demand payment; and

(4) A copy of section 302A.471 and this section and a brief description
of the procedures to be followed under these sections.

(b) In order to receive the fair value of the shares, a dissenting
shareholder must demand payment and deposit certificated shares or comply with
any restrictions on transfer of uncertificated shares within 30 days after the
notice was given, but the dissenter retains all other rights of a shareholder
until the proposed action takes effect.

Subd. 5. Payment; return of shares. (a) After the corporate action takes
effect, or after the corporation receives a valid demand for payment, whichever
is later, the corporation shall remit to each dissenting shareholder who has
complied with subdivisions 3 and 4 the amount the corporation estimates to be
the fair value of the shares, plus interest, accompanied by:

(1) the corporation's closing balance sheet and statement of income for a
fiscal year ending not more than 16 months before the effective date of the
corporate action, together with the latest available interim financial
statements;

(2) an estimate by the corporation of the fair value of the shares and a
brief description of the method used to reach the estimate; and

(3) a copy of section 302A.471 and this section, and a brief description
of the procedure to be followed in demanding supplemental payment.

(b) The corporation may withhold the remittance described in paragraph (a)
from a person who was not a shareholder on the date the action dissented from
was first announced to the public or who is dissenting on behalf of a person
who was not a beneficial owner on that date. If the dissenter has complied with
subdivisions 3 and 4, the corporation shall forward to the dissenter the
materials described in paragraph (a), a statement of the reason for withholding
the remittance, and an offer to pay to the dissenter the amount listed in the
materials if the dissenter agrees to accept that amount in full satisfaction.

The dissenter may decline the offer and demand payment under subdivision 6.
Failure to do so entitles the dissenter only to the amount offered. If the
dissenter makes demand, subdivisions 7 and 8 apply.

(c) If the corporation fails to remit payment within 60 days of the deposit
of certificates or the imposition of transfer restrictions on uncertificated
shares, it shall return all deposited certificates and

F-3

cancel all transfer restrictions. However, the corporation may again give
notice under subdivision 4 and require deposit or restrict transfer at a later
time.

Subd. 6. Supplemental payment; demand. If a dissenter believes that the
amount remitted under subdivision 5 is less than the fair value of the shares
plus interest, the dissenter may give written notice to the corporation of the
dissenter's own estimate of the fair value of the shares, plus interest, within
30 days after the corporation mails the remittance under subdivision 5, and
demand payment of the difference. Otherwise, a dissenter is entitled only to
the amount remitted by the corporation.

Subd. 7. Petition; determination. If the corporation receives a demand under
subdivision 6, it shall, within 60 days after receiving the demand, either pay
to the dissenter the amount demanded or agreed to by the dissenter after
discussion with the corporation or file in court a petition requesting that the
court determine the fair value of the shares, plus interest. The petition shall
be filed in the county in which the registered office of the corporation is
located, except that a surviving foreign corporation that receives a demand
relating to the shares of a constituent domestic corporation shall file the
petition in the county in this state in which the last registered office of the
constituent corporation was located. The petition shall name as parties all
dissenters who have demanded payment under subdivision 6 and who have not
reached agreement with the corporation. The corporation shall, after filing the
petition, serve all parties with a summons and copy of the petition under the
rules of civil procedure. Nonresidents of this state may be served by
registered or certified mail or by publication as provided by law. Except as
otherwise provided the rules of civil procedure apply to this proceeding. The
jurisdiction of the court is plenary and exclusive. The court may appoint
appraisers, with powers and authorities the court deems proper, to receive
evidence on and recommend the amount of the fair value of the shares. The court
shall determine whether the shareholder or shareholders in question have fully
complied with the requirements of this section, and shall determine the fair
value of the shares, taking into account any and all factors the court finds
relevant, computed by any method or combination of methods that the court, in
its discretion, sees fit to use, whether or not used by the corporation or by a
dissenter. The fair value of the shares as determined by the court is binding
on all shareholders, wherever located. A dissenter is entitled to judgment in
cash for the amount by which the fair value of the shares as determined by the
court, plus interest, exceeds the amount, if any, remitted under subdivision 5,
but shall not be liable to the corporation for the amount, if any, by which the
amount, if any, remitted to the dissenter under subdivision 5 exceeds the fair
value of the shares as determined by the court, plus interest.

Subd. 8. Costs; fees; expenses. (a) The court shall determine the costs and
expenses of a proceeding under subdivision 7, including the reasonable expenses
and compensation of any appraisers appointed by the court, and shall assess
those costs and expenses against the corporation, except that the court may
assess part or all of those costs and expenses against a dissenter whose action
in demanding payment under subdivision 6 is found to be arbitrary, vexatious,
or not in good faith.

(b) If the court finds that the corporation has failed to comply
substantially with this section, the court may assess all fees and expenses of
any experts or attorneys as the court deems equitable.

F-4

These fees and expenses may also be assessed against a person who has acted
arbitrarily, vexatiously, or not in good faith in bringing the proceeding, and
may be awarded to a party injured by those actions.

(c) The court may award, in its discretion, fees and expenses to an attorney
for the dissenters out of the amount awarded to the dissenters, if any.

F-5

Annex G

PRO FORMA AVAILABLE CASH FROM OPERATING SURPLUS

The following table shows the calculation of pro forma Available Cash from
Operating Surplus and should be read only in conjunction with "Cash Available
for Distribution," the Partnership's unaudited pro forma condensed consolidated
financial information.

Year Ended
September 30,
1998
-------------
(In
thousands)

Pro forma net loss................................................   $(14,968)
Add (deduct):
Loss (gain) on sale of assets...................................         48
Depreciation and amortization...................................     37,434
Provision for supplemental benefits.............................        409
Amortization of debt issuance costs.............................        636
Corporate identity expenses(a)..................................      1,100
Restructuring charges(a)........................................      2,085
Transaction expenses(b).........................................      1,029
Maintenance capital expenditures................................     (4,874)
--------
$ 22,899
========

- --------
(a) Represents infrequent charges associated with Petro's branding, corporate
identity and restructuring programs.
(b)  Represents expenses associated with the Transaction.

G-1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

(a) The Registrant

The Section of the Registrant's Joint Proxy Statement/Prospectus which forms
a part of this Registration Statement, entitled "The Amended and Restated
Partnership Agreement--Indemnification" is incorporated herein by this
reference.

Subject to any terms, conditions or restrictions set forth in the
Partnership Agreements, Section 17-108 of the Delaware Revised Limited
Partnership Act empowers a Delaware limited partnership to indemnify and hold
harmless any partner or other person from and against any and all claims and
demands whatsoever.

(b) Petro

Section 302A.521 of the Minnesota Business Corporation Act (the "MBCA")
provides mandatory and exclusive standards for indemnification, although the
Articles of Incorporation or by-laws of a corporation can specifically limit
the statutory indemnification. Minnesota law generally provides that a
corporation shall indemnify a person made or threatened to be made a party to
a proceeding by reason of such person's official capacity as an officer,
director or employee of the corporation, against judgments, penalties, fines,
including, without limitation, excise taxes assessed against such person with
respect to an employee benefit plan, settlements, and reasonable expenses,
including attorney's fees and disbursements, incurred by that person in
connection with the proceeding, if such person (a) has not been indemnified by
another entity for the same proceedings and in connection with the same acts
or omission; (b) acted in good faith; (c) received no improper personal
benefit; (d) in the case of a criminal proceeding, had no reason to believe
such person's conduct was unlawful; and (e) in connection with the acts or
omissions in question, the person reasonably believed that such person's
conduct was in the best interests of the corporation (or, in the case of a
question of improper personal benefit, believed that the conduct was not
opposed to the best interests of the corporation; or in the case of an
employee benefit plan, believed that the conduct was in the best interests of
the participants or beneficiaries of the employee benefit plan).

Section 302A.521 of the MBCA further provides that if an officer, director
or employee is made or threatened to be made a party to a proceeding in such
person's official capacity, such person is entitled, upon written request to
the corporation, to payment or reimbursement by the corporation of reasonable
expenses incurred by such person in advance of the final disposition of the
proceeding (a) upon receipt by the corporation of a written confirmation by
such person of such person's good faith belief that the criteria for
indemnification set forth under Minnesota law have been satisfied, an
undertaking by such person to repay all amounts paid or reimbursed by the
corporation if it is ultimately determined that the criteria for
indemnification have not been satisfied, and (b) after a determination that
the facts then known to those making the determination would not preclude
indemnification under Minnesota law.

Finally, Section 302A.521 of the MBCA provides that a corporation's articles
of incorporation or by-laws may prohibit indemnification or advances or may
impose conditions on such indemnification or advance, as long as those
conditions apply equally to all persons or to all persons within a given
class.

Petro's restated articles of incorporation, as amended, contain the
limitation of liability provision set forth below:

"ARTICLE VIII--A director of the corporation shall not be personally
liable to the corporation or its shareholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under

II-1

Section 302A.559 of the Minnesota Business Corporation Act or Section
80A.23 of the Minnesota Securities Law, or (iv) for any transaction from
which the director derived an improper personal benefit. If the Minnesota
Business Corporation Act is hereafter amended to authorize any further
limitation of the liability of a director, then the liability of a director
of the corporation shall be eliminated or limited to the fullest extent
permitted by the Minnesota Business Corporation Act, as amended. No
amendment or repeal of this Article VIII shall apply to or have any effect
on the liability or alleged liability of any director of the corporation
for or with respect to any acts or omissions of such director occurring
prior to such amendment or repeal."

Petro's by-laws, as amended, contain the indemnification provision set forth
below:

"Section 8.01. The corporation shall indemnify all officers and directors
of the corporation, for such expenses and liabilities, in such manner,
under such circumstances, and to such extent as permitted by Minnesota
Statutes Section 302A.521, as now enacted or hereafter amended. Unless
otherwise approved by the Board of Directors, the corporation shall not
indemnify or advance expenses to any employee of the corporation who is not
otherwise entitled to indemnification pursuant to the prior sentence of
this Section 8.01."

Indemnification Agreements with Directors

In March 1996 Petro entered into Indemnification Agreements with each of its
directors. The Agreements generally provide that Petro will indemnify the
directors against certain liabilities arising out of legal actions brought or
threatened against them for their conduct on behalf of Petro to the fullest
extent permitted by applicable law. The agreements contain provisions
implementing the director's rights thereunder with respect to, among other
things: (i) indemnification of expenses to a party who is wholly or partly
successful; (ii) indemnification of expenses of a witness; (iii) advancement
of expenses; (iv) procedure for determination of entitlement to
indemnification; (v) certain presumptions; (vi) remedies of an indemnitee;
(vii) subrogation; (viii) establishment of a trust and the funding thereof by
Petro, upon the indemnitee's request, in the event of change in Control or
potential Change in Control (as defined therein); and (ix) contribution in the
event indemnification may be unavailable.

Item 21. Exhibits

2.1 Merger Agreement dated as of September 25, 1998 by and among Petroleum
Heat and Power Co., Inc., the Registrant and Star Gas Propane, L.P.
(included as Annex A to the Joint Proxy Statement/ Prospectus which
forms a part of this Registration Statement).
3.1 Form of Agreement of Limited Partnership of the Registrant(1)
3.2 Form of Agreement of Limited Partnership of Star Gas Propane, L.P.(1)
3.3 Form of Amended and Restated Limited Partnership Agreement of the
Registrant (included as Annex C to the Joint Proxy Statement/Prospectus
which forms a part of this Registration Statement).
3.4 Form of Amended and Restated Limited Partnership Agreement of Star Gas
Propane, L.P.**
3.5 Restated and Amended Articles of Incorporation of Petro, as amended, and
Articles of Amendment thereto.(2)
3.6 Restated By-Laws of Petro.(2)
5.1 Opinion of Phillips Nizer Benjamin Krim & Ballon LLP as to the legality
of the securities being registered**
8.1 Opinion of Andrews & Kurth L.L.P. relating to tax matters**
10.1 Form of Credit Agreement among Star Gas Propane, L.P. and certain
banks(3)
10.2 Form of Conveyance and Contribution Agreement among Star Gas Corporation,
the Partnership and the Operating Partnership.(3)

II-2

10.3  Form of First Mortgage Note Agreement among certain insurance companies,
Star Gas Corporation and Star Gas Propane L.P.(3)
10.4  Intercompany Debt(3)
10.5  Form of Non-competition Agreement between Petro and the Partnership(3)
10.6  Form of Star Gas Corporation 1995 Unit Option Plan(3)
10.7  Amoco Supply Contract(3)
10.8  Stock Purchase Agreement dated October 20, 1997 with respect to the
Pearl Gas Acquisition(4)
10.9  Conveyance and Contribution Agreement with respect to the Pearl Gas
Acquisition(4)
10.10 Second Amendment dated as of October 21, 1997 to the Credit Agreement
dated as of December 13, 1995 among the Operating Partnership, Bank
Boston, N.A. and NationsBank, N.A.(4)
10.11 Note Agreement, dated as of January 22, 1998, by and between Star Gas
and The Northwestern Mutual Life Insurance Company(5)
10.12 Exchange Agreement (included as Annex B to the Joint Proxy
Statement/Prospectus which forms a part of this Registration Statement)
10.13 Projections**
10.14 Form of Proxy Card for the Registrant**
10.15 Form of Proxy Card for Petro**
21    Subsidiaries of the Registrant(5)
23.1  Consent of KPMG Peat Marwick LLP*
23.2  Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)**
23.3  Consent of Andrews & Kurth L.L.P. (included in Exhibit 8.1)**
23.4  Consent of A.G. Edwards & Sons, Inc.**
23.5  Consent of Dain Rauscher Wessels**
24.1  Powers of Attorney**

- --------
* Filed herewith.
** Previously filed.
+ To be filed by amendment.
(1) Incorporated by reference to Appendix A to the Prospectus filed as part of
Registrant's Registration Statement on Form S-l, File No. 33-90496.

(2) Filed as exhibits to Petro's Registration Statement on Form S-1, File No.
33-48051, and incorporated herein by reference.

(3) Incorporated by reference to the same Exhibit to Registrant's Registration
Statement on Form S-1, File No. 33-98496, filed with the Commission on
December 13,1995.

(4) Incorporated by reference to the same Exhibit to Registrant's Periodic
Report on Form 8-K, as amended, as filed with the Commission on October 23
and 29, 1997.

(5) Incorporated by reference to the same Exhibit to Registrant's Registration
Statement on Form S-3, File No. 333-47295, as filed with the Commission on
March 4, 1998.

Item 17. Undertakings

(1) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

II-3

(2) The undersigned Registrant hereby undertakes that:

(a) For purposes of determining any liability under the Securities Act,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form
of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.

(b) For the purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of Prospectus shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

(3) The undersigned Registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.

(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof;

(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) To respond to requests for information that is incorporated by reference
into this Prospectus within one business day of receipt of such request, and
to send the incorporated documents by first class mail or other equally prompt
means. This includes information contained in documents filed subsequent to
the effective date of the Registration Statement through the date of
responding to the request.

(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the Registrant undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.

(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to the
Registration Statement and will not be used until such amendment is effective,
and that, for purposes of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Stamford, Connecticut, on January
21, 1999.     

STAR GAS PARTNERS, L.P.

By: STAR GAS CORPORATION,
as General Partner

/s/ Joseph P. Cavanaugh
By: _________________________________
Joseph P. Cavanaugh
President

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated.

SIGNATURE                           TITLE                  DATE
---------                           -----                  ----

/s/ Joseph P. Cavanaugh        President (Principal              January
____________________________________  Executive Officer)              21, 1999
Joseph P. Cavanaugh

/s/ Richard F. Ambury         Vice President--Finance           January
____________________________________  (Principal Financial and        21, 1999
Richard F. Ambury            Accounting Officer)

/s/ Irik P. Sevin           Director                          January
____________________________________                                  21, 1999
Irik P. Sevin

*                   Director                          January
____________________________________                                  21, 1999
Audrey L. Sevin

*                   Director                          January
____________________________________                                  21, 1999
William Nicoletti

II-5

*                   Director                          January
____________________________________                                  21, 1999
Elizabeth K. Lanier

*                   Director                          January
____________________________________                                  21, 1999
Paul Biddelman

*                   Director                          January
____________________________________                                  21, 1999
Thomas J. Edelman

*                   Director                          January
____________________________________                                  21, 1999
Wolfgang Traber

*                   Director                          January
____________________________________                                  21, 1999
William G. Powers, Jr.

/s/ Irik P. Sevin
*By____________________________
Irik P. Sevin Attorney-in-fact

II-6

EXHIBIT INDEX

Exhibit                               Description
-------                               -----------
2.1    Merger Agreement dated as of September 25, 1998 by and among Petroleum
Heat and Power Co., Inc., the Registrant and Star Gas Propane, L.P.
(included as Annex A to the Joint Proxy Statement/ Prospectus which
forms a part of this Registration Statement).
3.1    Form of Agreement of Limited Partnership of the Registrant(1)
3.2    Form of Agreement of Limited Partnership of Star Gas Propane, L.P.(1)
3.3    Form of Amended and Restated Limited Partnership Agreement of the
Registrant (included as Annex C to the Joint Proxy
Statement/Prospectus which forms a part of this Registration
Statement).
3.4    Form of Amended and Restated Limited Partnership Agreement of Star Gas
Propane, L.P.**
3.5    Restated and Amended Articles of Incorporation of Petro, as amended,
and Articles of Amendment thereto.(2)
3.6    Restated By-Laws of Petro.(2)
5.1    Opinion of Phillips Nizer Benjamin Krim & Ballon LLP as to the
legality of the securities being registered**
8.1    Opinion of Andrews & Kurth L.L.P. relating to tax matters**
10.1    Form of Credit Agreement among Star Gas Propane, L.P. and certain
banks(3)
10.2    Form of Conveyance and Contribution Agreement among Star Gas
Corporation, the Partnership and the Operating Partnership.(3)
10.3    Form of First Mortgage Note Agreement among certain insurance
companies, Star Gas Corporation and Star Gas Propane L.P.(3)
10.4    Intercompany Debt(3)
10.5    Form of Non-competition Agreement between Petro and the Partnership(3)
10.6    Form of Star Gas Corporation 1995 Unit Option Plan(3)
10.7    Amoco Supply Contract(3)
10.8    Stock Purchase Agreement dated October 20, 1997 with respect to the
Pearl Gas Acquisition(4)
10.9    Conveyance and Contribution Agreement with respect to the Pearl Gas
Acquisition(4)
10.10   Second Amendment dated as of October 21, 1997 to the Credit Agreement
dated as of December 13, 1995 among the Operating Partnership, Bank
Boston, N.A. and NationsBank, N.A.(4)
10.11   Note Agreement, dated as of January 22, 1998, by and between Star Gas
and The Northwestern Mutual Life Insurance Company(5)
10.12   Exchange Agreement (included as Annex B to the Joint Proxy
Statement/Prospectus which forms a part of this Registration
Statement)
10.13   Projections**
10.14   Form of Proxy Card for the Registrant**
10.15   Form of Proxy Card for Petro**
21      Subsidiaries of the Registrant(5)
23.1    Consent of KPMG Peat Marwick LLP*
23.2    Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
Exhibit 5.1)**
23.3    Consent of Andrews & Kurth L.L.P. (included in Exhibit 8.1)**
23.4    Consent of A.G. Edwards & Sons, Inc.**
23.5    Consent of Dain Rauscher Wessels**
24.1    Powers of Attorney**

- --------
* Filed herewith.
** Previously filed.
+ To be filed by amendment.
(1) Incorporated by reference to Appendix A to the Prospectus filed as part of
Registrant's Registration Statement on Form S-l, File No. 33-90496.

(2) Filed as exhibits to Petro's Registration Statement on Form S-1, File No.
33-48051, and incorporated herein by reference.

(3) Incorporated by reference to the same Exhibit to Registrant's Registration
Statement on Form S-1, File No. 33-98496, filed with the Commission on
December 13,1995.

(4) Incorporated by reference to the same Exhibit to Registrant's Periodic
Report on Form 8-K, as amended, as filed with the Commission on October 23
and 29, 1997.

(5) Incorporated by reference to the same Exhibit to Registrant's Registration
Statement on Form S-3, File No. 333-47295, as filed with the Commission on
March 4, 1998.

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Star Gas Partners, L.P.

We consent to incorporation by reference in the registration statement to be
filed on Form S-4 of Star Gas Partners, L.P. of our report dated November 13,
1998, relating to the consolidated balance sheets of Star Gas Partners, L.P.
and subsidiary as of September 30, 1998 and 1997, and the related consolidated
statements of operations, partners' capital and predecessor equity and cash
flows for each of the years in the three-year period ended September 30, 1998
and related schedule, which report appears in the September 30, 1998 annual
report on Form 10-K of Star Gas Partners, L.P.

Additionally, we consent to the incorporation by reference in the registration
statement to be filed on Form S-4 of Star Gas Partners, L.P. of our report
dated October 22, 1997 relating to the balance sheets of Pearl Gas Co. as of
December 31, 1996 and 1995, and the related statements of income, shareholders'
equity, and cash flows for the years then ended, which report appears in the
November 24, 1997 current report on Form 8-K/A of Star Gas Partners, L.P.

Additionally, we consent to incorporation by reference in the registration
statement to be filed on Form S-4 of Star Gas Partners, L.P. of our report
dated March 20, 1998, relating to the consolidated balance sheets of Petroleum
Heat and Power Co., Inc. and subsidiaries as of December 31, 1997 and 1996, and
the related consolidated statements of operations, changes in shareholders'
equity (deficiency) and cash flows for each of the years in the three-year
period ended December 31, 1997 and related schedule, which report appears in
the December 31, 1997 annual report on Form 10-K of Petroleum Heat and Power
Co., Inc.

We also consent to the reference to our firm under the heading "Experts" in the
prospectus.

Stamford, CT

January 21, 1999     

KPMG Peat Marwick LLP