Exhibit 99.1
SECOND AMENDMENT TO AMENDED AND
RESTATED
UNIT PURCHASE RIGHTS
AGREEMENT
This Second Amendment to the Amended
and Restated Unit Purchase Rights Agreement dated as of May 21,
2009 (the “Amendment”), is between Star Gas Partners,
L.P., a Delaware limited partnership (the
“Partnership”), and American Stock Transfer &
Trust Company, as rights agent (the “Rights
Agent”).
W
I T N
E S S E T H
:
WHEREAS, the Partnership and the
Rights Agent are parties to an Amended and Restated Unit Purchase
Rights Agreement dated as of July 20, 2006 (the
“Agreement”);
WHEREAS, the Agreement previously
was amended pursuant to a First Amendment (the “First
Amendment”) to the Amended and Restated Unit Rights Agreement
dated as of June 7, 2007;
WHEREAS, pursuant to Section 27
of the Agreement, the Partnership desires and directs the Rights
Agent to amend the Agreement in the manner set forth
below;
WHEREAS, in accordance with
Section 27 of the Agreement, the Partnership has delivered a
certificate from an appropriate officer of the Partnership stating
that this Amendment is in compliance with the terms of
Section 27 of the Agreement; and
WHEREAS, it is intended by this
Amendment that the terms and provisions of the Agreement in effect
immediately prior to the First Amendment shall again be in effect
upon the termination of the First Amendment.
NOW, THEREFORE, in consideration of
the premises and the mutual agreements herein set forth, the
parties hereby agree as follows:
Section 1. Defined
Terms. Except as amended hereby, terms defined in the Rights
Agreement shall have the same meanings when used in this
Amendment.
Section 2. Amendments.
Effective as of the date hereof, the First Amendment is hereby
terminated and shall h
