VOTING TRUST AGREEMENT

Exhibit 99.5

VOTING TRUST AGREEMENT

THIS VOTING TRUST AGREEMENT (as it may be amended or supplemented from time to time, the “Agreement”) is entered into as of March 7, 2005, by and among Star Gas LLC, a Delaware limited liability company (the “Company”), and Irik P. Sevin, in his capacity as a member of the Company (the “Member”), and Irik P. Sevin, Stephen Russell and Joseph P. Cavanaugh in their capacities as trustees under this Agreement (the “Voting Trustees”, which term shall be deemed to include a reference to their respective successors as Voting Trustees hereunder).

RECITALS

A. The Member is the owner of 15.6363 percent of the aggregate outstanding membership interests in the Company (the “Membership Interests”).

B. The Member desires to assign and transfer all of his Membership Interests in the Company into a trust for his benefit pursuant to this Agreement.

C. The voting trust created by this Agreement is for the benefit of the Member.

D. The parties hereto deem it to be in the interest of the Member that this Agreement should be made.

AGREEMENTS

In consideration of the mutual covenants and obligations set forth in this Agreement, the parties hereto agree as follows:

1. Representations of the Member; Creation of Voting Trust .

1.1. Representations of the Member . The Member hereby represents, warrants and covenants to the Company and the Voting Trustees as follows:

(a) the Member is an individual domiciled in the State New York;

(b) the Member has the power, authority and legal right to enter into and perform his obligations under this Agreement;

(c) this Agreement has been duly executed and delivered by the Member and is a legal, valid and binding agreement of the Member enforceable against the Member in accordance with its terms;

(d) the Member is the beneficial and record owner of 15.6363 percent of the aggregate outstanding Membership Interests in the Company, and all of such Membership Interests are owned free and clear of all claims, liens, pledges, options, charges, security interests and other encumbrances, except as may exist under the Company’s Limited Liability Company Agreement or under any federal or state securities laws; and

(e) none of the Member’s Membership Interests in the Company are subject to any voting agreement, voting trust, proxy or other agreement concerning the voting of such Membership Interests, except for this Agreement.

1.2 Assignment of Membership Interests . The Member hereby assigns and transfers, and agrees to assign and transfer, to the Voting Trustees all of his Membership Interests in the Company, which represents 15.6363 percent of the aggregate outstanding Membership Interests in the Company, and all additional Membership Interests at any time hereafter owned by him during the term of this Agreement, however acquired. Notwithstanding the assignment and transfer of the Membership Interests in the Company to the Voting Trustees, none of the parties will state, assert or otherwise take a position that the Member is not the beneficial owner of the Membership Interests.

1.3. Delivery of Voting Trust Certificates . The Voting Trustees shall hold such Membership Interests subject to the terms and conditions of this Agreement and shall deliver or cause to be delivered to the Member one or more voting trust certificates (“Voting Trust Certificates”) representing the Membership Interests so assigned and transferred by the Member in the form provided for in Section 2.1 hereof.

1.4. Limited Liability Company Agreement . Schedule A of the limited liability company agreement of the Company shall be amended to reflect that the Member has assigned and transferred all of his Membership Interests in the Company to the Voting Trustees, and shall be further amended to reflect any additional Membership Interests assigned and transferred to the Voting Trustees as provided in Section 1.2.

1.5. Acceptance of Trust . The Voting Trustees accept the voting trust created hereby in accordance with all of the terms and conditions contained in this Agreement.

2. Voting Trust Certificates .

2.1. Form; Legend . The Voting Trust Certificates to be issued and delivered by the Voting Trustees under this Agreement in respect of the Membership Interests in the Company shall be substantially in the form of Exhibit A attached hereto, with such changes therein consistent with the provisions of this Agreement as the Voting Trustees may from time to time deem appropriate. Each Voting Trust Certificate shall have the following legend stamped, typed or otherwise legibly placed on the face or reverse side thereof:

Sale, pledge or other disposition or transfer of this Voting Trust Certificate and the Membership Interests in Star Gas LLC, a Delaware limited liability company (the “Company”), represented hereby, is restricted by the terms of a Voting Trust Agreement, dated as of March 7, 2005, which may be examined in the principal office of the Company.

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2.2. Transfer, Registered Holders; Transfer Books .

(a) The Voting Trust Certificates shall be transferable only on the books of the Voting Trustees upon surrender of such Voting Trust Certificates (duly endorsed in blank or accompanied by a proper instrument of assignment duly executed in blank, together with requisite transfer tax stamps attached thereto and an amount sufficient to pay all federal, state and local taxes or other government charges, if any, then payable in connection with such transfer) by the registered holder in person or by such holder’s duly authorized attorney. Upon the surrender of any Voting Trust Certificates for transfer, the Voting Trustees shall cancel such Voting Trust Certificates and new certificates shall be delivered in accordance with the instructions of the registered holder in person or such holder’s duly authorized attorney in the same form and representing the same percentage interest in the Membership Interests in the Company as the Voting Trust Certificates presented for cancellation.

(b) The Member represents and warrants that he is acquiring the Voting Trust Certificates for investment purposes and not with a view to their resale or distribution.

(c) The Voting Trustees may treat the registered holder of each of such Voting Trust Certificate as the absolute owner thereof for all purposes whatsoever, and accordingly shall not be required to recognize any legal, equitable or other claim or interest in each such Voting Trust Certificate on the part of any other person, whether or not it or they shall have express or other notice thereof.

(d) The Voting Trustees shall keep or cause to be kept, a record of the registered holders of the Voting Trust Certificates and such other books and records as the Voting Trustees are required to maintain by law.

3. Distributions . The Voting Trustees shall receive and hold, subject to the terms of this Agreement, any distributions declared and paid on the Membership Interests assigned and transferred to the Voting Trustees hereunder and shall promptly after receipt distribute directly any such distributions to holders of Voting Trust Certificates in proportion to their respective interests therein as shown on the books of the Voting Trustees, such distribution to be equivalent to the distribution that each respective holder would have been entitled to receive had such holder not assigned and transferred to the Voting Trustees such holder’s Membership Interests in the Company hereunder.

4. The Voting Trustees .

4.1. Status . Each Voting Trustee hereby severally and not jointly represents, warrants and covenants as follows:

(a) the Voting Trustee is an individual domiciled in the State set forth below opposite such Voting Trustees name:

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(b) the Voting Trustee is duly qualified for the performance of his obligations under this Agreement, and has the power, authority and legal right to enter into and perform his obligations under this Agreement; and

(c) this Agreement has been duly executed and delivered by the Voting Trustee and is a legal, valid and binding agreement of the Voting Trustee enforceable against the Voting Trustee in accordance with its terms.

4.2. Voting of Membership Interests; Meetings .

(a) Until the assignment and retransfer of the Membership Interests in exchange for Voting Trust Certificates pursuant to Section 7.2 hereof, the Voting Trustees shall possess and be entitled in their discretion to exercise all rights and powers to vote such Membership Interests and to give consents with respect to any lawful limited liability company action of the Company. Each Voting Trustee shall cause the Membership Interests to be voted or consents to be given in respect of the Membership Interests in accordance with the decision of a majority of the Voting Trustees.

(b) For this purposes of this Agreement, a “majority of the Voting Trustees” shall mean an affirmative vote of a majority of the votes cast by the Voting Trustees on a particular matter at a meeting of the Voting Trustees at which a majority of the Voting Trustees are present in person or by proxy, with each Voting Trustee entitled to one vote. The Voting Trustees may also act by unanimous written consent.

(c) Meetings of the Voting Trustees may be called by any Voting Trustee. Written notice of the time and place of any meeting of the Voting Trustees must be given to the Voting Trustees at least three days prior to the meeting. The notice of meeting must specify the purpose of the meeting. Any requirements of furnishing notice shall be waived by any Voting Trustee who signs a written waiver of such notice. Attendance by a Voting Trustee at a meeting shall constitute a waiver of the notice of such meeting, except when the Voting Trustee attends a meeting for the express purpose of objecting, at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Meetings of the Voting Trustees shall be held at such place within or without the State of Delaware as shall be fixed by the person calling the meeting. Voting Trustees may participate in a meeting of the Voting Trustees by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 4(c) shall constitute presence in person at the meeting.

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(d) No holder of Voting Trust Certificates shall in such capacity have any rights or powers to vote such Membership Interests or to give consents with respect to or otherwise take part in any limited liability company action of the Company.

4.3. Duty to Company . The Voting Trustees shall exercise their voting power and other powers in respect of the control of management of the Company in a manner that is in the best interests of the Company.

4.5. Resignation . Any Voting Trustee may resign at any time upon giving 30 days prior written notice of such resignation to the Company and to the holders of the Voting Trust Certificates. Such resignation shall take effect upon expiration of such 30-day period, whereupon all powers, rights and obligations of the resigning Voting Trustee under this Agreement shall cease and terminate.

4.6. Successor Trustee . Promptly upon (a) receipt of a notice of resignation from a Voting Trustee in accordance with Section 4.5 hereof or (b) any vacancy in the position of a Voting Trustee by reason of the death of the Voting Trustee, the inability or refusal to act of a Voting Trustee or any other reason, a successor trustee shall be appointed in accordance with this Section 4.6. Such successor trustee shall assume all powers, rights and obligations of such Voting Trustee hereunder immediately upon the appointment of such successor Voting Trustee. If Irik P. Sevin or his successor resigns as a Voting Trustee or there is otherwise a vacancy in the position formerly held by Mr. Sevin or his successor, Mr. Sevin (or, in the case of his death, his executor) shall be entitled to designate a successor Voting Trustee; provided that such successor Voting Trustee is approved by the other Voting Trustees, such approval not being unreasonably delayed or withheld. If Stephen Russell and Joseph P. Cavanaugh or their respective successors resign or there is a vacancy in the position formerly held by Stephen Russell or Joseph P. Cavanaugh or their respective successors, the Board of Directors of the Company shall be entitled to designate a successor Voting Trustee, by majority vote or unanimous written consent; provided that such successor Vot