Exhibit 4.1
AMENDMENT NO. 3 TO
AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
STAR GAS PARTNERS,
L.P.
This Amendment No. 3 to the Amended
and Restated Agreement of Limited Partnership of Star Gas Partners,
L.P. (the “Partnership”), dated as of November 19, 2004
(this “Amendment”), is entered into among Star Gas LLC,
as the general partner of the Partnership (the “General
Partner”), and the limited partners of the Partnership.
Initially capitalized terms used herein and not otherwise defined
herein are used as defined in the Partnership Agreement (as defined
below).
WHEREAS, the Partnership is the sole
limited partner of Star Gas Propane, L.P. (the “OLP”)
and the General Partner is the sole general partner of the OLP;
and
WHEREAS, the Partnership and the
General Partner have entered into an Interest Purchase Agreement,
dated November 18, 2004, with Inergy Propane, LLC (the
“Buyer”) and Inergy, L.P., pursuant to which (i) the
Partnership has agreed to transfer all of its limited partner
interest in the OLP to the Buyer and the Partnership will thereby
withdraw from the OLP as a limited partner of the OLP, and (ii) the
General Partner has agreed to transfer all of its general partner
interest in the OLP to an affiliate of the Buyer and the General
Partner will thereby withdraw from the OLP as a general partner of
the OLP; 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, as amended (the “Partnership Agreement”);
and
WHEREAS, pursuant to Section
15.1(d)(i) of the Partnership Agreement, and subject to certain
exceptions that the General Partner has determined are not
applicable in this instance, the General Partner, in its capacity
as general partner of the Partnership, is authorized to make
amendments to the Partnership Agreement without the approval of any
Limited Partner or Assignee, so long as the amendments do not
adversely affect the Limited Partners in any material respect;
and
WHEREAS, the General Partner has
determined that the amendments to the Partnership Agreement set
forth below do not adversely affect the Limited Partners in any
material respect.
NOW, THEREFORE, it is hereby agreed
as follows:
Amendments
.
A. Section 5.2 (g) of the
Partnership Agreement is hereby delet
