Exhibit 4.2
AMENDMENT NO. 1 TO
AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
STAR GAS PROPANE,
L.P.
This Amendment No. 1 to the Amended
and Restated Agreement of Limited Partnership of Star Gas Propane,
L.P. (the “Partnership”), dated as of November 19, 2004
(this “Amendment”), is between Star Gas LLC, as the
general partner of the Partnership (the “General
Partner”), and Star Gas Partners, L.P., as the limited
partner of the Partnership (the “Limited Partner”).
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Partnership Agreement (as defined
below).
WHEREAS, Star Gas LLC and Star Gas
Partners, L.P. have entered into that certain Interest Purchase
Agreement, dated November 18, 2004 (as the same may be amended from
time to time, the “Purchase Agreement”), with Inergy
Propane, LLC (the “Buyer”) and Inergy, L.P., pursuant
to which (i) the Limited Partner has agreed to transfer all of its
limited partner interest in the Partnership to the Buyer and the
Limited Partner will thereby withdraw from the Partnership as a
limited partner of the Partnership, and (ii) the General Partner
has agreed to transfer all of its general partner interest in the
Partnership to an affiliate of the Buyer and the General Partner
will thereby withdraw from the Partnership as a general partner of
the Partnership; and
WHEREAS, in order to implement the
transactions contemplated by the Purchase Agreement, it is
necessary to make certain amendments to the Amended and Restated
Agreement of Limited Partnership of the Partnership, dated March
26, 1999 (the “Partnership Agreement”); and
WHEREAS, pursuant to Section 14.2 of
the Partnership Agreement, the General Partner, as general partner
of the Partnership, together with the Limited Partner, as limited
partner of the Partnership, may amend the Partnership Agreement;
provided, however, pursuant to Section 6.3(b) of the Amended and
Restated Agreement of Limited Partnership of the Limited Partner,
dated March 26, 1999, as amended, the consent of the unitholders of
the Limited Partner is required for such an amendment, unless the
amendment does not have a material adverse effect on the Limited
Partner as a partner of the Partnership; and
WHEREAS, the General Partner has
determined that the amendments to the Partnership Agreement
contemplated by this Amendment are in the best interest of the
Limited Partner and, therefore, do not have a material adverse
effect on the Limited Partner as a partner of the
Partnership.
