Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549 FORM 10-K (Mark One)xxANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30, 2007OR ¨¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period from to Commission File Number: 001-14129Commission File Number: 333-103873 STAR GAS PARTNERS, L.P.STAR GAS FINANCE COMPANY(Exact name of registrants as specified in its charters) Delaware 06-1437793Delaware 75-3094991(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)2187 Atlantic Street, Stamford, Connecticut 06902(Address of principal executive office) (Zip Code)(203) 328-7310(Registrants’ telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registeredCommon Units New York Stock ExchangeSecurities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x.Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No xIndicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes x No ¨Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, tothe best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K. ¨Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “acceleratedfiler and large accelerated filer” in Rule 12b-2 of the Act (check one).Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No xThe aggregate market value of Star Gas Partners, L.P. Common Units held by non-affiliates of Star Gas Partners, L.P. on March 31, 2007 was approximately $245,969,000. As of November 30, 2007, the registrants had units and shares outstanding for each of the issuers’ classes of common stock asfollows: Star Gas Partners, L.P. Common Units 75,774,336Star Gas Partners, L.P. General Partner Units 325,729Star Gas Finance Company Common Shares 100Documents Incorporated by Reference: None Table of ContentsSTAR GAS PARTNERS, L.P.2007 FORM 10-K ANNUAL REPORTTABLE OF CONTENTS Page PART I Item 1. Business 3Item 1A. Risk Factors 8Item 1B. Unresolved Staff Comments 14Item 2. Properties 14Item 3. Legal Proceedings—Litigation 15Item 4. Submission of Matters to a Vote of Security Holders 15 PART II Item 5. Market for Registrant’s Units and Related Matters 15Item 6. Selected Historical Financial and Operating Data 16Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19Item 7A. Quantitative and Qualitative Disclosures about Market Risk 38Item 8. Financial Statements and Supplementary Data 38Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 38Item 9A. Controls and Procedures 38Item 9B. Other Information 39 PART III Item 10. Directors, Executive Officers and Corporate Governance 40Item 11. Executive Compensation 44Item 12. Security Ownership of Certain Beneficial Owners and Management 52Item 13. Certain Relationships and Related Transactions 53Item 14. Principal Accountant Fees and Services 53 PART IV Item 15. Exhibits and Financial Statement Schedules 54 2 Table of Contents PART I ITEM 1.BUSINESSStatement Regarding Forward-Looking DisclosureThis Annual Report on Form 10-K includes “forward-looking statements” which represent our expectations or beliefs concerning future events thatinvolve risks and uncertainties, including those associated with the effect of weather conditions, on our financial performance, the price and supply of homeheating oil, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, our ability to obtain new accounts and retainexisting accounts, our ability to effect strategic acquisitions or redeploy assets, the impact of litigation, the continuing residual impact of the businessprocess redesign project and our ability to address issues related to that project, our ability to contract for our future supply needs, natural gas conversions,future union relations and outcome of current and future union negotiations, the impact of current and future environmental, health, and safety regulations,the ability to attract and retain employees, customer credit worthiness, counterparty credit worthiness and marketing plans. All statements other thanstatements of historical facts included in this Report including, without limitation, the statements under “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and elsewhere herein, are forward-looking statements. Although we believe that the expectations reflected insuch forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct and actual results may differmaterially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth underthe heading “Risk Factors” and “Business Initiatives and Strategy.” Without limiting the foregoing, the words “believe”, “anticipate”, “plan”, “expect”,“seek”, “estimate” and similar expressions are intended to identify forward-looking statements. Important factors that could cause actual results to differmaterially from our expectations (“Cautionary Statements”) are disclosed in this Annual Report on Form 10-K. All subsequent written and oral forward-looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unlessotherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise after the date of this Report.StructureStar Gas Partners, L.P. (“Star Gas Partners”, the “Partnership”, “we,” “us” or “our”) is a home heating oil distributor and services provider. Star GasPartners is a master limited partnership, which at September 30, 2007 had outstanding 75.8 million common units (NYSE: “SGU” representing an 99.6%limited partner interest in Star Gas Partners) and 0.3 million general partner units (representing an 0.4% general partner interest in Star Gas Partners).The Partnership is organized as follows: • The general partner of the Partnership is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”). TheBoard of Directors of Kestrel Heat is appointed by its sole member, Kestrel Energy Partners, LLC, a Delaware limited liability company (“Kestrel”). • The Partnership’s heating oil operations are conducted through Petro Holdings, Inc. (“Petro”) and its subsidiaries. Petro is a Minnesota corporationthat is a wholly-owned subsidiary of Star/Petro, Inc. (“Star/Petro”) a Minnesota corporation, which is a wholly-owned subsidiary of the Partnership. • Star Gas Finance Company is a wholly owned subsidiary of the Partnership. Star Gas Finance Company serves as the co-issuer, jointly and severallywith the Partnership, of the Partnership’s $172.8 million 10 1/4% Senior Notes, which are due in 2013. The Partnership is dependent on distributionsincluding intercompany interest payments from its subsidiaries to service the Partnership’s debt obligations. The distributions from the Partnership’ssubsidiaries are not guaranteed and are subject to certain loan restrictions. Star Gas Finance Company has nominal assets and conducts no businessoperations.We file annual, quarterly, current and other reports and information with the SEC. These filings can be viewed and downloaded from the Internet at theSEC’s website at www.sec.gov. In addition, these SEC filings are available at no cost as soon as reasonably practicable after the filing thereof on our websiteat www.star-gas.com/Edgar.cfm. These reports are also available to be read and copied at the SEC’s public reference room located at Judiciary Plaza, 100 FStreet, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of these filings and other information at the offices of the New York Stock Exchange located at 11 Wall Street, New York,New York 10005.Business OverviewAs of September 30, 2007, we serviced approximately 416,000 residential and commercial home heating oil customers and 7,000 propane customers.We believe we are the largest retail distributor of home heating oil in the United States. We also sell home heating oil, gasoline and diesel fuel toapproximately 27,000 customers on a delivery only basis. We install, maintain, and repair heating and air conditioning equipment for our customers, andprovide ancillary home services, including 3 Table of Contentshome security and plumbing, to approximately 11,000 customers. During fiscal year 2007, total sales were comprised of approximately 76% from sales ofhome heating oil; 14% from the installation and repair of heating and air conditioning equipment; and 10% from the sale of other petroleum products. Weprovide home heating equipment repair service 24 hours a day, seven days a week, 52 weeks a year. These services are an integral part of our heating oilbusiness, and are intended to maximize customer satisfaction and loyalty.In fiscal 2007, sales to residential customers represented 86% of the retail heating oil gallons sold and 93% of heating oil gross profits.We have operations and markets in the following states: Connecticut Massachusetts New York Rhode IslandFairfield Suffolk Dutchess ProvidenceNew Haven Norfolk Ulster KentMiddlesex Essex Orange WashingtonLitchfield Bristol Westchester NewportHartford Middlesex Putnam Bristol Barnstable Nassau Maryland Plymouth Suffolk VirginiaBaltimore Worcester Bronx LoudounHarford Queens Prince WilliamCecil New Jersey Kings FauquierAnne Arundel Salem Richmond StaffordCarroll Gloucester New York ArlingtonHoward Camden FairfaxMontgomery Burlington Pennsylvania Prince George’s Ocean Philadelphia Washington, D.C.Calvert Monmouth Bucks District of ColumbiaCharles Somerset Montgomery Frederick Middlesex Chester Mercer Lancaster Hunterdon Lebanon Union Lehigh Hudson Northampton Bergen Berks Essex Monroe Passaic Dauphin Sussex Cumberland Morris York Warren Industry CharacteristicsHome heating oil is primarily used as a source of fuel to heat residences and businesses in the New England and Mid-Atlantic regions. According to theU.S. Department of Energy—Energy Information Administration, 2001 Residential Energy Consumption Survey (the latest survey published), these regionsaccount for 77% of the households in the United States where heating oil is the main space-heating fuel and 31% of the homes in these regions use homeheating oil as their main space-heating fuel. In recent years, as the price of home heating oil increased, customers have tended to increase their conservationefforts, which has decreased their consumption of home heating oil.The retail home heating oil industry is mature, with total market demand expected to decline in the foreseeable future due to conversions to naturalgas. We have lost an estimated average of one percent of our customers per year over the last five years due to conversions to natural gas. Therefore, ourability to maintain our business or grow within the industry is dependent on the acquisition of other retail distributors as well as the success of our marketingprograms. It is common practice in our business to price products to customers based on a per gallon margin over wholesale costs. As a result, we believedistributors such as ourselves generally seek to maintain their per gallon margins by passing wholesale price increases through to customers, thus insulatingthemselves from the volatility in wholesale heating oil prices. However, 4 Table of Contentsdistributors may be unable or unwilling to pass the entire product cost increases through to customers. In these cases, significant decreases in per gallonmargins may result. The timing of cost pass-throughs can also significantly affect margins. The retail home heating oil industry is highly fragmented,characterized by a large number of relatively small, independently owned and operated local distributors. Some dealers provide full service, as we do, andothers offer delivery only on a cash on delivery basis. The industry is becoming more complex and costly due to increasing regulations, working capitalrequirements and the need to hedge. We utilize derivative instruments (futures, options and swaps) in order to hedge a substantial majority of the heating oilvolume we expect to sell to protected-price customers that have renewed their price plans, mitigating our exposure to changing commodity prices. We alsouse derivative instruments as a hedge against our physical inventory and priced purchase commitments.Business Initiatives and StrategyPrior to the fiscal 2004 winter heating season, we attempted to develop a competitive advantage in customer service through a business processredesign project and, as part of that effort, centralized our heating equipment service and oil dispatch functions and engaged a centralized customer carecenter to fulfill our telephone requirements for a majority of our home heating oil customers. We experienced difficulties in advancing this initiative, whichadversely impacted the customer base in fiscal years 2004 through 2006 and continues to adversely impact the customer base.In March 2007, we completed our transition from a centralized customer service model to a more traditional customer service model in which themajority of our customer service calls are answered locally. We have implemented an employee staffed centralized call center to augment our internal staffingrequirements for certain overflow, off-peak and weekend hours that is being supported by a very small U.S. based outsourced call center, but our plan is tohave our internal center handle all of these calls by January 2008. This transition has been completed on or ahead of schedule in most of our locations. Inaddition, to reduce gross customer losses, we require all employees to attend a team-building and role-playing program that we call Boot Camp. The goal ofthis program is to train and retrain all employees toward a customer service focus and to reinforce an environment of continual improvement.We are committed to our strategy to increase unit-holder value through (i) reduced net customer attrition, (ii) operational efficiencies and productivityimprovements, and (iii) increased market share through the acquisition of other heating oil distributors or the possible expansion into other energy orpetroleum-related businesses.Customers and PricingOur full service home heating oil customer base is comprised of 96% residential customers and 4% commercial customers. Our residential customerreceives small deliveries on average of 170 gallons per delivery and our commercial accounts receive larger deliveries on average of 425 gallons. Typically,we make four to six deliveries per customer per year. Deliveries are scheduled based on each customer’s historical consumption pattern and prevailingweather conditions. Currently, 89% of our deliveries are scheduled automatically and 11% of our home heating oil customer base call from time to time toschedule a delivery. Our practice is to bill customers promptly after delivery. We also offer a balanced payment plan in which a customer’s estimated annualoil purchases and service contract fees are paid for in a series of equal monthly payments. As of September 30, 2007 approximately 26% of our residentialhome heating oil customers have elected this option.We offer several pricing alternatives to our customers. Our variable pricing program allows the price to float with the home heating oil market andgenerally move up or down in response to market changes and other factors. In addition, we offer price protection programs, which establish either a fixed or aceiling per gallon price that the customer would pay over the following 12-month period. At September 30, 2007, 39% of our total home heating oil customerbase had a price protection plan as compared to 41% at September 30, 2006, and at September 30, 2007, approximately 62% of our price protected customerswere on the ceiling plan, as compared to 31% at September 30, 2006.Sales to residential customers ordinarily generate higher per gallon margins than sales to commercial customers. Due to the greater price sensitivity ofresidential protected price customers, the per gallon margins realized from these customers generally are less than variable priced residential customers. Pergallon gross profit margins can also vary by geographic region. Accordingly, per gallon gross profit margins could vary significantly from year to year in aperiod of identical sales volumes. 5 Table of ContentsCustomer AttritionWe measure net customer attrition for our full service residential and commercial home heating oil customers. Net customer attrition is the differencebetween gross customer losses and customers added through internal marketing efforts. Customers added through acquisitions are not included in thecalculation of gross customer gains. Gross customer losses are the result of a number of factors, including price competition, move outs, service issues andcredit losses. When a customer moves out of an existing home we count the “move out” as a loss and if we are successful in signing up the new homeowner,the “move in” is treated as a gain.For fiscal 2007, we lost 21,300 accounts (net) or 5.0% of our home heating oil customer base, as compared to fiscal 2006 in which we lost 29,600accounts (net) or 6.6% of our home heating oil customer base. In fiscal 2005, we lost 35,100 accounts (net) or 7.1% of our home heating oil customer base.(See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Customer Attrition)Suppliers and Supply ArrangementsWe purchase home heating oil for delivery in either barge, pipeline or truckload quantities, and have contracts with approximately 70 terminals for theright to temporarily store heating oil at facilities we do not own. Purchases are made under supply contracts or on the spot market. We enter into market pricebased contracts in excess of 70% of our home heating oil requirements. During fiscal 2007, Sunoco Inc., NIC Holding Corp. (Northville Industries), andGlobal Companies provided 19.2%, 18.3% and 11.7% respectively, of our product purchases. Aside from these three suppliers, no single supplier providedmore than 10% of our product supply during fiscal 2007. Supply contracts typically have terms of 6 to 12 months. All of the supply contracts provide forminimum quantities. In all cases, the supply contracts do not establish in advance the price of fuel oil. This price is based upon a published market indexprice at the time of delivery or pricing plus an agreed upon differential. We believe that our policy of contracting for the majority of our anticipated supplyneeds with diverse and reliable sources will enable us to obtain sufficient product should unforeseen shortages develop in worldwide supplies.DerivativesWe use derivative instruments in order to mitigate our exposure to market risk associated with the purchase of home heating oil for our protected pricecustomers, physical inventory on hand, inventory in transit and priced purchase commitments. At September 30, 2007, we had outstanding derivativeinstruments with the following counterparties: LaSalle Bank, NA, JPMorgan Chase Bank, NA, Societe Generale and its subsidiary Fimat, Wachovia Bank,NA, Cargill, Inc., Bank of America, N.A., Citibank, N.A., Morgan Stanley, and BP North America Petroleum.SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities (“SFAS 133”), established accounting and reporting standards requiringthat derivative instruments be recorded at fair value and included in the consolidated balance sheet as assets or liabilities. Currently, the Partnership’sderivative instruments do not qualify for hedge accounting treatment and we have experienced great volatility in earnings as these outstanding home heatingoil derivative instruments are marked to market and non-cash gains or losses are recorded in the statement of operations. While we largely expect our realizedderivative gains and losses to be offset by increases or decreases in the value of our physical purchases, we will experience volatility in reported earnings dueto the recording of unrealized non-cash gains and losses on our derivative instruments prior to their maturity.Subsequent to the Partnership’s fiscal year 2006 restatement of its financial statements, primarily due to issues regarding hedge accounting, we werecontacted informally by the Boston District Office of the SEC requesting the voluntary provision of documents and related information concerning thePartnership’s use of derivatives and hedge accounting. The Partnership complied with this request in or about April 2007 and has not received any additionalinformation requests. The SEC has advised the Partnership that the inquiry should not be construed as an indication by the SEC or its staff that any violationsof the law have occurred, nor should it be considered a reflection upon any person, entity or security.Home Heating Oil Price VolatilityIn recent years, the wholesale price of home heating oil has been extremely volatile resulting in increased consumer price sensitivity to heating costsand increased net customer attrition. Like any other market commodity, the price of home heating oil is generally set by many factors including economicand geopolitical forces. Global economic expansion is fueling an ever-increasing demand for oil. The price of home heating oil is closely linked to the pricerefiner’s pay for crude oil, which is the principal cost component of home heating oil. Crude oil is bought and sold in the international marketplace 6 Table of Contentsand as such is significantly affected by the economic forces of worldwide supply and demand. The volatility in home heating oil wholesale cost, as measuredby the New York Mercantile Exchange (“Nymex”) for fiscal 2007, 2006 and 2005 by quarter, is illustrated by the following chart: Fiscal 2007 Fiscal 2006 Fiscal 2005 Low High Low High Low HighQuarter Ended December 31 $1.5869 $1.8477 $1.6097 $2.0809 $1.2108 $1.5944March 31 1.4707 1.8794 1.6075 1.8843 1.1922 1.6576June 30 1.7978 2.0424 1.8558 2.0964 1.3508 1.6761September 30 1.9393 2.2609 1.6472 2.1435 1.5609 2.1985On November 26, 2007 heating oil prices reached $2.71 per gallon (the highest price per gallon since the beginning of fiscal 2007 through the date of thisReport).CompetitionMost of our district locations compete with numerous distributors, primarily on the basis of reliability of service, price, and response to customer needs.Each district location operates in its own competitive environment.We compete with distributors offering a broad range of services and prices, from full-service distributors, like ourselves, to those offering delivery only.Like many companies in the home heating oil business, we provide home heating equipment repair service on a 24-hour-a-day, seven-day-a-week, 52 weeks ayear basis. This tends to build customer loyalty. In some instances homeowners have formed buying cooperatives that seek to purchase fuel oil fromdistributors at a price lower than individual customers are otherwise able to obtain. We also compete for retail customers with suppliers of alternative energyproducts, principally natural gas, propane, and electricity. The expansion of natural gas into traditional home heating oil markets in the Northeast hashistorically been inhibited by the capital costs required to expand distribution and pipeline systems.SeasonalityOur fiscal year ends on September 30. All references to quarters and years in this document are to fiscal quarters and years unless otherwise noted. Theseasonal nature of our business results in the sale of approximately 30% of our volume in the first quarter and 45% of our volume in the second quarter ofeach fiscal year, the peak heating season. We generally realize net income the first and second fiscal quarters and net losses during the third and fourth fiscalquarter.AcquisitionsIn fiscal 2007, we completed the purchase of seven retail heating oil dealers with approximately 19,400 home heating oil customers and severalthousand plumbing customers for an aggregate cost of $26.4 million. We made no acquisitions in fiscal 2006 and 2005. Under the terms of our revolvingcredit facility, there are limitations on the size of individual acquisitions in addition to financial tests that must be satisfied before an acquisition can beconsummated (See Item 1A. Risk Factors for acquisitions).EmployeesAs of September 30, 2007, we had 2,817 employees, of whom 877 were office, clerical and customer service personnel; 1,012 were equipmentrepairmen; 362 were oil truck drivers and mechanics; 374 were management and 192 were employed in sales. Of these employees 1,262 are represented by 20different local chapters of labor unions. Some of these unions have union administered pension plans that have significant unfunded liabilities, a portion ofwhich could be assessed to us should we withdraw from these plans. In addition, approximately 280 seasonal employees are rehired annually to support therequirements of the heating season. We are currently involved in two union negotiations. We believe that our relations with both our union and non-unionemployees are generally satisfactory.Government RegulationsWe are subject to various federal, state and local environmental, health and safety laws and regulations. Generally, these laws impose limitations on thedischarge of pollutants and establish standards for the handling of solid and hazardous wastes. These laws include the Resource Conservation and RecoveryAct, the Comprehensive Environmental Response, 7 Table of ContentsCompensation and Liability Act (“CERCLA”), the Clean Air Act, the Occupational Safety and Health Act, the Emergency Planning and Community Right toKnow Act, the Clean Water Act and comparable state statutes. CERCLA, also known as the “Superfund” law, imposes joint and several liabilities withoutregard to fault or the legality of the original conduct on certain classes of persons that are considered to have contributed to the release or threatened releaseof a hazardous substance into the environment. Heating oils and certain automotive waste products generated by the Partnership’s fleet are hazardoussubstances within the meaning of CERCLA. These laws and regulations could result in civil or criminal penalties in cases of non-compliance or imposeliability for remediation costs. The Partnership is currently a named “potentially responsible party” in one CERCLA civil enforcement action. This action isstill in litigation. We do not believe that this action will have a material impact on our financial condition or results of operations.With respect to the transportation of distillates and gasoline by truck, we are subject to regulations promulgated under the Federal Motor Carrier SafetyAct. These regulations cover the transportation of hazardous materials and are administered by the United States Department of Transportation or similar stateagencies. We conduct ongoing training programs to help ensure that our operations are in compliance with applicable safety regulations. We maintainvarious permits that are necessary to operate some of our facilities, some of which may be material to our operations.Trademarks and Service MarksWe market our products and services under various trademarks, which we own. They include marks such as Petro and Meenan. We believe that thePetro, Meenan and other trademarks and service marks are an important part of our ability to attract new customers and to effectively maintain and service ourcustomer base. ITEM 1A.RISK FACTORSAn investment in the Partnership involves a high degree of risk. Security holders and Investors should carefully review the following risk factors.Unitholders May Have to Report Income for Federal Income Tax Purposes on Their Investment in the Partnership Without Receiving Any CashDistributions From Us.Star Gas Partners is a master limited partnership. Our unitholders are required to report for federal income tax purposes their allocable share of ourincome, gains, losses, deductions and credits, regardless of whether we make cash distributions. We expect that an investor will be allocated taxable income(mostly dividend and interest income) regardless of whether a cash distribution has been paid. Mandatory distributions of available cash by us to unitholderswill not commence before February 2009.Our corporate subsidiary Star/Petro Inc. and its subsidiaries (“Star/Petro”) are subject to federal and state income taxes. See the following risk factorregarding net operating loss availability.A change in ownership for Star Gas Partners may result in the limitation of the potential utilization of net operating loss carryforwards by ourcorporate subsidiary and our ability to pay cash distributions.If Star Gas Partners were to experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended, its corporatesubsidiary, Star/Petro may be materially restricted in the potential utilization of its net operating loss carryforwards to offset future taxable income. Arestriction on Star/Petro’s ability to use its net operating loss carryforwards to reduce its federal taxable income would reduce the amount of cash Star/Petrohas available to make distributions to the Partnership, which would consequently reduce the amount of cash the Partnership has available to makedistributions to its unitholders.As of the calendar tax year ended December 31, 2006, Star/Petro, Inc., had a federal net operating loss carryforward (“NOL”) of approximately $160.8million, of which approximately $43.5 million is limited in accordance with Federal income tax law as a result of prior transactions. The NOLs, which willexpire between 2018 and 2024, are generally available to offset any future taxable income. In general, the Partnership would be deemed to have an“ownership change” under Section 382 if, immediately after any owner shift involving a 5% unitholder or any equity structure shift, the percentage of unitsof the Partnership owned by one or more 5% unitholder has increased by more than 50% over the lowest percentage of units of the Partnership (or anypredecessor entity) owned by such unitholder at any time during the three-year testing period. 8 Table of ContentsThe high wholesale energy costs may adversely affect our liquidity.Our business requires a significant investment in working capital to finance accounts receivable and inventory during the heating season. Under ourrevolving credit facility, as amended, we may borrow up to $260 million, which increases to $360 million during the peak winter months from Decemberthrough April of each year, (subject to borrowing base limitations and a coverage ratio) for working capital purposes subject to maintaining availability (asdefined in the credit agreement) of $25 million or a fixed charge coverage ratio of not less than 1.1 to 1.0.If our credit requirements should exceed the amounts available under our revolving credit facility or should we fail to maintain the requiredavailability, we would not have sufficient working capital to operate our business, which could have a material adverse effect on our financial condition andresults of operations.From time to time, we utilize futures contracts for our price fixed customers to manage market risk related to changes in the current and future marketprice of home heating oil. To a certain extent, availability must be set aside to respond to the volatile home heating oil markets. Futures contracts are markedto market on a daily basis and require an initial cash margin deposit and potentially require a daily adjustment to such cash deposit (maintenance margin).For example, assuming 100 million gallons are hedged with a futures contract, a 30-cent per gallon decline in the market value of these derivativeinstruments (as we experienced from time-to-time) would create an additional cash margin requirement of approximately $30 million. In this example,availability in the short-term is reduced, as we fund the margin call. This availability reduction should be temporary, as we should be able to purchaseproduct at a later date for 30 cents a gallon less than the anticipated strike price when the agreement with the price-protected customer was entered into. Aspike in wholesale heating oil prices could also reduce availability, as we must finance a portion of our inventory and accounts receivable with internallygenerated cash, as the net advance for eligible accounts receivable is 85% and from 40% to 80% of eligible inventory. Generally, we are required to eitherprepay or issue letters of credit for inventory purchases, which impacts our liquidity.We also utilize forward swaps for our fixed price customers with members of our bank group to manage market risk rather than purchase futurescontracts. These institutions have not required an initial cash margin deposit or any mark to market maintenance margin for these swaps. Any mark to marketexposure is reserved against our borrowing base and can thus reduce the amount available to us under our revolving credit facility.For our ceiling customers, we purchase call options, which require an upfront cash payment. This reduces our liquidity, as we must pay for the optionbefore any sales are made to the customer.For certain of our supply contracts, we are required to establish the purchase price in advance of receiving the physical product. This occurs at the endof the month and is usually no more than 20 days prior to receipt of the product. We use futures contracts or swaps to “short” the purchase commitment suchthat the commitment floats with the market. As a result, any upward movement in the market for home heating oil would reduce our liquidity, as we would berequired to post additional cash collateral for a futures contract or our availability to borrow under our bank facility would be reduced in the case of a swap.We also short the majority of our physical product and priced purchase commitments with either a futures contract or a swap. At December 31, 2007, weexpect to have 73 million gallons of purchase commitments and physical inventory shorted with a futures contract or swap. Assuming a 30 cent per gallonincrease in price, our near term liquidity would be reduced by $22 million.For the majority of our fiscal year, the amount of cash received from customers with a balanced payment plan is greater than actual billings. Thisamount is reflected on the balance sheet under the caption “customer credit balances.” At September 30, 2007, customer credit balances aggregated $71.1million. Generally, customer credit balances are at their low point after the end of the heating season and peak prior to the beginning of the heating season.We have approximately 110,000 customers, or 26% of our customer base, on the balanced payment plan. If home heating oil prices increased by 30 cents pergallon and we failed to recalculate the balanced payments to reflect current heating oil prices, our liquidity could also be reduced by as much as $30 million.Our substantial debt and other financial obligations could impair our financial condition and our ability to fulfill our debt obligations.We had total debt, exclusive of borrowings under our working capital facility, of approximately $172.8 million as of September 30, 2007. Oursubstantial indebtedness and other financial obligations could: • impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions or general corporatepurposes; 9 Table of Contents • have a material adverse effect on us if we fail to comply with financial and affirmative and restrictive covenants in our debt agreements and anevent of default occurs as a result of a failure that is not cured or waived; • require us to dedicate a substantial portion of our cash flow for interest payments on our indebtedness and other financial obligations, therebyreducing the availability of our cash flow to fund working capital and capital expenditures; • limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and • place us at a competitive disadvantage compared to our competitors that have proportionately less debt.If we are unable to meet our debt service obligations and other financial obligations, we could be forced to restructure or refinance our indebtednessand other financial transactions, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assetson satisfactory terms, if at all.Since weather conditions may adversely affect the demand for home heating oil, our financial condition is vulnerable to warm winters.Weather conditions have a significant impact on the demand for home heating oil because our customers depend on this product principally for spaceheating purposes. As a result, weather conditions may materially adversely impact our operating results and financial condition. During the peak-heatingseason of October through March, sales of home heating oil historically have represented approximately 75% to 80% of our annual home heating oil volume.Actual weather conditions can vary substantially from year to year or from month to month, significantly affecting our financial performance. Furthermore,warmer than normal temperatures in one or more regions in which we operate can significantly decrease the total volume we sell and the gross profit realizedon those sales and, consequently, our results of operations. For example, in fiscal 2002 and fiscal 2006, temperatures were significantly warmer than normalfor the areas in which we sell home heating oil, which adversely affected the amount of net income, EBITDA and adjusted EBITDA that we generated duringthese periods. In fiscal 2002, temperatures in our areas of operation were an average of 18.4% warmer than in fiscal 2001 and 18.0% warmer than normal. Forfiscal 2008 and fiscal 2009, we have purchased weather insurance to help minimize the adverse effect of weather volatility on our cash flows. This currentweather insurance contract covers the period from November 1 to February 28, taken as a whole in each of the fiscal years covered. The strike or “pay-off”price is based on the 10-year moving average of degree- days for the contract period and has been set at approximately 3% less than the 10-year movingaverage. For every degree-day not realized below the strike-price we will receive $35,000, up to a maximum of $12.5 million.However, there can be no assurance that this insurance will be adequate to protect us from adverse effects of weather conditions or that we may be ableto obtain a similar policy in the future.Our operating results will be adversely affected if we continue to experience significant net attrition in our home heating oil customer base.Our net attrition rate of home heating oil customers for fiscal 2007, 2006 and 2005 was approximately 5.0%, 6.6% and 7.1%, respectively. This raterepresents the net of our annual gross customer losses after gross customer gains. For fiscal 2007, 2006 and 2005 we had gross customer losses of 17.6%,19.6% and 20%, respectively, which were partially offset by gross customer gains during these periods of 12.6%, 13% and 12.9%, respectively. The gain of anew customer does not fully compensate for the loss of an existing customer because of the expenses incurred during the first year to acquire a new customerand the higher attrition rate associated with new customers. Customer losses are the result of various factors, including but not limited to: • price competition; • customer relocations; • credit problems; and • quality of service issues,The continuing unprecedented rise and volatility in the price of heating oil has intensified price competition and added to our difficulty in reducingnet customer attrition.High net customer attrition rates may continue or increase through fiscal 2008 and perhaps beyond. Our net attrition rate of home heating oil customersfrom October 1, 2007 to November 30, 2007 was approximately 0.95%. Even if the rate of attrition can be reduced, attrition from prior fiscal years willadversely impact net income in the future. 10 Table of ContentsFor additional information about customer attrition, See Item 7 “Management’s Discussion and Analysis of Financial Condition and Results ofOperations – Customer Attrition.”Sudden and sharp oil price increases that cannot be passed on to customers may adversely affect our operating results.The retail home heating oil industry is a “margin-based” business in which gross profit depends on the excess of retail sales prices per gallon oversupply costs per gallon. Consequently, our profitability is sensitive to changes in the wholesale price of home heating oil caused by changes in supply orother market conditions. These factors are beyond our control and thus, when there are sudden and sharp increases in the wholesale cost of home heating oil,we may not be able to pass on these increases to customers through increased retail sales prices. Wholesale price increases could reduce our gross profits andcould, if continuing over an extended period of time reduce demand by encouraging conservation or conversion to alternative energy sources. In an effort toretain existing accounts and attract new customers we may offer discounts, which will impact the net per gallon gross margin realized.A significant portion of our home heating oil volume is sold to price-protected customers and our gross margins could be adversely affected if we arenot able to effectively hedge against fluctuations in the volume and cost of product sold to these customers.A significant portion of our home heating oil volume is sold to individual customers under an agreement pre-establishing the ceiling sales price or afixed price of home heating oil over a 12-month period. For the fiscal years ended September 30, 2007 and 2006, approximately 38% of the total homeheating oil volume sold was under a price-protected plan. We currently purchase option contracts, swaps and futures contracts for a substantial majority of theheating oil that we expect to sell to these price-protected customers when the customer renews his purchase commitment for the next 12 months. Wegenerally get a signed agreement or a voice recording from these price-protected customers acknowledging the fixed or ceiling price per gallon. The amountof home heating oil volume that we hedge per price-protected customer is based upon the estimated fuel consumption per average customer, per month. In theevent that the actual usage exceeds the amount of the hedged volume on a monthly basis, we could be required to obtain additional volume at unfavorablemargins. In addition, should actual usage in any month be less than the hedged volume, our hedging losses could be greater. None of our derivativeinstruments qualify for hedge accounting treatment. Therefore, to the extent we continue to have derivative instruments that do not qualify for hedgeaccounting treatment, we could experience great volatility in earnings as these currently outstanding derivative contracts are marked to market and non-cashgains or losses are recorded.If we do not make acquisitions on economically acceptable terms, our future growth will be limited.The home heating oil industry is not a growth industry because, where natural gas is available, new housing generally does not use oil heat andincreased competition exists from alternative energy sources. Accordingly, future growth will depend on our ability to make acquisitions at attractive prices.We cannot assure that we will be able to identify attractive acquisition candidates in the home heating oil sector in the future or that we will be able toacquire businesses on economically acceptable terms. Factors that may adversely affect home heating oil operating and financial results may limit our accessto capital and adversely affect our ability to make acquisitions. Under the terms of our revolving credit facility, our most restrictive agreement, as long as wemaintain certain financial ratios, we are not limited on the number of individual acquisitions or aggregate dollar amount of acquisitions we make in any fiscalyear, but we are restricted from making any individual acquisition in excess of $25.0 million. In addition, to make an acquisition, the Partnership is requiredto have Availability (as defined in the credit agreement) of $30.0 million, on a pro forma basis, during the last 12-month period ending on the date of suchacquisition. These restrictions may limit our ability to make acquisitions. Any acquisition may involve potential risks to us and ultimately to our unitholders,including: • an increase in our indebtedness; • an increase in our working capital requirements • our inability to integrate the operations of the acquired business; • our inability to successfully expand our operations into new territories; • the diversion of management’s attention from other business concerns; • an excess of customer loss or loss of key employees from the acquired business; and • the assumption of additional liabilities including environmental liabilities 11 Table of ContentsIn addition, acquisitions may be dilutive to earnings and distributions to unitholders and any additional debt incurred to finance acquisitions mayamong other things, affect our ability to make distributions to our unitholders.Because of the highly competitive nature of the retail home heating oil industry, we may not be able to retain existing customers or acquire newcustomers, which would have an adverse impact on our operating results and financial condition.If we were unable to compete effectively, we may lose existing customers or fail to acquire new customers, which would have a material adverse effecton our results of operations and financial condition.We can make no assurances that we will be able to compete successfully. If competitors continue to increase market share by reducing their prices, aswe believe occurred recently, our operating results and financial condition could be materially and adversely affected. We also compete for customers withsuppliers of alternative energy products, principally natural gas. We face competition from electricity and natural gas. Over the past five years, approximately1% our customers converted annually from heating oil to natural gas. This is consistent with the average ten-year data calculated from the 2000 U.S. Bureauof Census for the markets in which we operate, with specific markets converting to natural gas up to a 6% rate.The continuing unprecedented rise in the price of heating oil has intensified price competition, and as consumers become more price sensitive, addedto our difficulty in reducing customer attrition.We are subject to operating and litigation risks that could adversely affect our operating results whether or not covered by insurance.Our operations are subject to all operating hazards and risks normally incidental to handling, storing, transporting and otherwise providing customerswith our products. As a result, we may be a defendant in legal proceedings and litigation arising in the ordinary course of business.We maintain insurance policies with insurers in amounts and with coverage and deductibles that we believe are reasonable. However, there can be noassurance that this insurance will be adequate to protect us from all material expenses related to potential future claims for remediation costs and personal andproperty damage or that these levels of insurance will be available in the future at economical prices.Our operations are subject to operational hazards and our insurance reserves may not be adequate to cover actual losses.We self-insure workers’ compensation, automobile and general liability claims up to a pre-established limit. In storing and delivering product to ourcustomers, our operations are subject to operational hazards such as natural disasters, adverse weather, accidents, fires, explosions, hazardous materialsreleases, mechanical failures and other events beyond our control. If any of these events were to occur, we could incur substantial losses because of personalinjury or loss of life, severe damage to and destruction of property and equipment, and pollution or other environmental damage resulting in curtailment orsuspension of our related operations.We establish reserves based upon expectations as to what our ultimate liability will be for claims using our historical developmental factors. Weevaluate on an annual basis the potential for changes in loss estimates with the support of qualified actuaries. As of September 30, 2007, we hadapproximately $41.1 million of insurance reserves and had issued $51.5 million in letters of credit for past and future claims. The ultimate settlement of theseclaims could differ materially from the assumptions used to calculate the reserves, which could have a material effect on our results of operations.We are the subject of a consolidated class action lawsuit alleging violation of the federal securities laws, which if decided adversely, could have amaterial adverse effect on our financial condition.On or about October 21, 2004, a purported class action lawsuit on behalf of a purported class of unitholders was filed against the Partnership andvarious subsidiaries and officers and directors in the United States District Court of the District of Connecticut entitled Carter v. Star Gas Partners, L.P., et.al., No. 3:04-cv-01766-IBA, et. al. Subsequently, 16 additional class action complaints, alleging the same or substantially similar claims, were filed in thesame district court. The class actions were consolidated into one consolidated amended complaint. For information concerning the procedural history andcurrent status of this lawsuit, see “Item 3. Legal Proceedings.”In the event the above action is decided adversely to us, it could have a material adverse effect on our results of operations, financial condition andliquidity. 12 Table of ContentsOur results of operations and financial condition may be adversely affected by governmental regulation and associated environmental and regulatorycosts.The home heating oil business is subject to a wide range of federal and state laws and regulations related to environmental and other matters. We haveimplemented environmental programs and policies designed to avoid potential liability and costs under applicable environmental laws. It is possible,however, that we will experience increased costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating orother regulatory permits. New environmental regulations might adversely impact operations, including underground storage and transportation of homeheating oil. In addition, there are environmental risks inherently associated with home heating oil operations, such as the risks of accidental release or spill. Itis possible that material costs and liabilities will be incurred, including those relating to claims for damages to property and persons.Energy efficiency and new technology may reduce the demand for our products and adversely affect our operating results.Increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces andother heating devices, have adversely affected the demand for our products by retail customers. Future conservation measures or technological advances inheating, conservation, energy generation or other devices might reduce demand and adversely affect our operating results.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 the Partnership and its limited partners, on the other hand.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 the Partnership 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 ofits affiliates over the interests of the unitholders. The nature of these conflicts is ongoing and includes the following considerations: • The general partner’s affiliates are not prohibited from engaging in other business or activities, including direct competition with us. • The general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings and reserves, each of whichcan impact the amount of cash, if any, available for distribution to unitholders, and available to pay principal and interest on debt. • The general partner controls the enforcement of obligations owed to the Partnership by the general partner. • The general partner decides whether to retain separate counsel or others to perform services for the Partnership. • In some instances the general partner may borrow funds in order to permit the payment of distributions to unitholders. • The general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to unitholders for actionsthat might, without limitations, constitute breaches of fiduciary duty. Unitholders are deemed to have consented to some actions and conflicts ofinterest 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 the Partnership in resolving conflicts of interest, therebylimiting its fiduciary duty to the unitholders. • The general partner determines whether to issue additional units or other securities of the Partnership. • The general partner determines which costs are reimbursable by us. • The general partner is not restricted from causing us to pay the general partner or its affiliates for any services rendered on terms that are fair andreasonable to us or entering into additional contractual arrangements with any of these entities on our behalf.The risk of global terrorism and political unrest may adversely affect the economy and the price and availability of home heating oil and have amaterial adverse effect on our business, financial condition, and results of operations.Terrorist attacks and political unrest may adversely impact the price and availability of home heating oil, our results of operations, our ability to raisecapital and our future growth. The impact that the foregoing may have on the heating oil industry in general, and on our business in particular, is not knownat this time. An act of terror could result in disruptions of crude oil supplies and markets, the source of home heating oil, and its facilities could be direct orindirect targets. Terrorist 13 Table of Contentsactivity may also hinder our ability to transport home heating oil if our normal means of transportation become damaged as a result of an attack. Instability inthe financial markets as a result of terrorism could also affect our ability to raise capital. Terrorist activity could likely lead to increased volatility in prices forhome heating oil. Insurance carriers are routinely excluding coverage for terrorist activities from their normal policies, but are required to offer such coverageas a result of new federal legislation. We have opted to purchase this coverage with respect to our property and casualty insurance programs. This additionalcoverage has resulted in additional insurance premiums.The impact of hurricanes and other natural disasters could cause disruptions in supply and have a material adverse effect on our business, financialcondition and results of operations.Hurricanes, particularly in the Gulf of Mexico, and other natural disasters may cause disruptions in the supply chains for home heating oil and otherproducts that we sell. Disruptions in supply could have a material adverse effect on our business, financial condition and results of operations, causing anincrease in wholesale prices and decrease in supply.Cash distributions (if any) are not guaranteed and may fluctuate with performance and reserve requirements.Mandatory distributions of available cash by us to unitholders will not commence before February 2009. Thereafter, distributions on the common unitswill depend on the amount of cash generated, and distributions may fluctuate based on our performance. The actual amount of cash that is available willdepend upon numerous factors, including: • profitability of operations; • required principal and interest payments on debt; • debt covenants • margin account requirements; • cost of acquisitions; • issuance of debt and equity securities; • fluctuations in working capital; • capital expenditures; • adjustments in reserves; • prevailing economic conditions; • financial, business and other factors; and • increased pension funding requirements • preserving our net operating loss carryforwardsMost of these factors are beyond the control of the general partner.The partnership agreement gives the general partner discretion in establishing reserves for the proper conduct of our business. These reserves will alsoaffect the amount of cash available for distribution.The revolving credit facility and the indenture for the senior notes both impose certain restrictions on our ability to pay distributions to unitholders. ITEM 1B.UNRESOLVED STAFF COMMENTSNot applicable. ITEM 2.PROPERTIESWe provide services to our customers in the Northeast and Mid-Atlantic regions of the United States from 25 principal operating locations and 47depots, 28 of which are owned and 44 of which are leased. As of September 30, 2007, we had a fleet of 982 truck and transport vehicles, the majority of whichwere owned and 1,136 service vans, the majority of which are leased. We lease our corporate headquarters in Stamford, Connecticut. Our obligations underour credit facility are secured by liens and mortgages on substantially all of the Partnership’s and subsidiaries real and personal property. 14 Table of ContentsITEM 3.LEGAL PROCEEDINGS—LITIGATIONOn or about October 21, 2004, a purported class action lawsuit on behalf of a purported class of unitholders was filed against the Partnership andvarious subsidiaries and officers and directors in the United States District Court of the District of Connecticut entitled Carter v. Star Gas Partners, L.P., et.al., No. 3:04-cv-01766-IBA, et. al. Subsequently, 16 additional class action complaints, alleging the same or substantially similar claims, were filed in thesame district court. The class actions were consolidated into one consolidated amended complaint.On September 23, 2005, defendants filed motions to dismiss the Consolidated Amended Complaint for failure to state a claim under the federalsecurities laws and failure to satisfy the applicable pleading requirements of the Private Securities Litigation Reform Act of 1995 (“PSLRA”), and the FederalRules of Civil Procedure. On July 27, 2006, the Court heard oral argument on the pending motion to dismiss. On August 21, 2006, the court issued its rulingson defendants’ motions to dismiss, granting the motions and dismissing the consolidated amended complaint in its entirety On August 23, 2006, the courtentered a judgment of dismissal. On September 7, 2006, the plaintiffs moved for reconsideration and to alter and reopen the court’s August 23, 2006judgment of dismissal and for leave to file a second consolidated amended complaint (“Plaintiffs’ Post-Judgment Motion”). On October 20, 2006, defendantsfiled their memorandum of law in opposition to the Plaintiffs’ Post-Judgment Motion. Plaintiffs filed their reply brief on or about November 20, 2006. OnMarch 22, 2007 the Court issued its decision denying Plaintiffs’ Post-Judgment Motion.On April 3, 2007, the Star Gas Defendants filed a Motion for a Mandatory Rule 11 Inquiry and fee shifting which seeks recovery of Defendants’ legalfees pursuant to the PSLRA. On April 24, 2007, class plaintiffs filed their opposition to that motion. The Star Gas Defendants’ reply was filed on May 8, 2007.The matter is now under consideration by the Court.On April 20, 2007, class plaintiffs filed a notice of appeal to the Court of Appeals for the Second Court of Judge Arterton’s decisions dismissing theamended complaint and denying Plaintiffs’ Post-Judgment Motion. Subsequent to the filing of the notice of appeal, class plaintiffs stipulated to the dismissalof the appeal as against Hanseatic Americas, Inc., Paul Biddelman, A.G. Edwards & Sons, Inc., RBC Dain Rauscher Inc., UBS Investment Bank, and AudreySevin. On or about July 6, 2007, class plaintiffs filed their brief on appeal. The Star Gas Defendants filed their opposition brief on or about August 21, 2007,and class plaintiffs filed their reply brief on or about September 11, 2007. Oral argument on the appeal has not yet been scheduled. In the interim, discoveryin the matter remains stayed pursuant to the mandatory stay provisions of the PSLRA. While no prediction may be made as to the outcome of litigation, weintend to defend against this class action vigorously.In the event that the above action is decided adversely to us, it could have a material effect on our results of operations, financial condition andliquidity. The Partnership has not accrued any amount for this action because, based on the court’s judgment of dismissal, we believe an unfavorableoutcome is not probable.Our operations are subject to all operating hazards and risks normally incidental to handling, storing and transporting and otherwise providing for useby consumers of combustible liquids such as propane and home heating oil. As a result, at any given time we are a defendant in various legal proceedings andlitigation arising in the ordinary course of business. We maintain insurance policies with insurers in amounts and with coverages and deductibles we believeare reasonable and prudent. However, we cannot assure that this insurance will be adequate to protect us from all material expenses related to potential futureclaims for personal and property damage or that these levels of insurance will be available in the future at economical prices. In addition, the occurrence of anexplosion may have an adverse effect on the public’s desire to use our products. In the opinion of management, except as described above we are not a partyto any litigation, which individually or in the aggregate could reasonably be expected to have a material adverse effect on our results of operations, financialposition or liquidity. (See Note 20 – Commitments and Contingencies) ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSNone. PART II ITEM 5.MARKET FOR REGISTRANT’S UNITS AND RELATED MATTERSThe common units, representing common limited partner interests in the Partnership, are listed and traded on the New York Stock Exchange, Inc.(“NYSE”) under the symbol “SGU”. 15 Table of ContentsThe following tables set forth the high and low closing price ranges for the common units for the fiscal 2007 and 2006 quarters indicated. There wereno cash distributions declared on the common units during these periods. SGU – Common Unit Price Range High Low FiscalYear2007 FiscalYear2006 FiscalYear2007 FiscalYear2006Quarter Ended December 31, $3.84 $2.39 $2.28 $1.05March 31, $3.99 $2.97 $3.30 $1.84June 30, $4.94 $2.98 $4.00 $2.26September 30, $4.95 $2.62 $3.95 $2.24As of September 30, 2007, there were approximately 580 holders of record of common units.There is no established public trading market for the Partnership’s 0.3 million general partner units.Partnership Distribution ProvisionsBeginning October 1, 2008, minimum quarterly distributions on the common units will start accruing at the rate of $0.0675 per quarter ($0.27 on anannual basis). There will be no mandatory distributions of available cash by us to the holders of our common units and general partner units before February2009. The information concerning restrictions on distributions required by Item 5. of this report is incorporated by reference to Note 5. Quarterly Distributionof Available Cash, of the Partnership’s consolidated financial statements.The revolving credit facility and the indenture for the new notes both impose certain restrictions on our ability to pay distributions to unitholders. ITEM 6.SELECTED HISTORICAL FINANCIAL AND OPERATING DATAThe selected financial data as of September 30, 2007 and 2006, and for the years ended September 30, 2007 and 2006 is derived from the financialstatements of the Partnership included elsewhere in this Report. The selected financial data as of September 30, 2005, 2004 and 2003 is derived fromfinancial statements of the Partnership not included elsewhere in this Report. See Item 7. Management’s Discussion and Analysis of Financial Condition andResults of Operations. 16 Table of Contents Fiscal Years Ended September 30, (in thousands, except per unit data) 2007 2006 2005 2004 2003 Statement of Operations Data: Sales $1,267,175 $1,296,512 $1,259,478 $1,105,091 $1,102,968 Costs and expenses: Cost of sales 981,875 1,014,908 983,732 797,330 793,134 (Increase) decrease in the fair value of derivative instruments (15,664) 45,677 (6,081) (25,811) 5,299 Delivery and branch expenses 199,090 205,037 231,581 232,985 217,244 Depreciation and amortization expenses 28,995 32,415 35,480 37,313 35,535 General and administrative expenses 17,768 21,673 43,190 19,537 39,413 Goodwill impairment charge — — 67,000 — — Operating income (loss) 55,111 (23,198) (95,424) 43,737 12,343 Interest expense, net (11,525) (21,203) (31,838) (36,682) (29,530)Amortization of debt issuance costs (2,282) (2,438) (2,540) (3,480) (2,038)Gain (loss) on redemption of debt — (6,603) (42,082) — 212 Income (loss) from continuing operations before income taxes 41,304 (53,442) (171,884) 3,575 (19,013)Income tax expense (benefit) 2,002 477 696 1,240 1,200 Income (loss) from continuing operations 39,302 (53,919) (172,580) 2,335 (20,213)Income (loss) from discontinued operations, net of income taxes — — (6,189) 22,176 19,523 Gain (loss) on sales of discontinued operations, net of income taxes (1,061) — 157,560 (538) — Cumulative effects of changes in accounting principles for discontinuedoperations— Adoption of SFAS No. 142 — — — — (3,901)Income (loss) before cumulative effects of changes in accounting principle forcontinuing operations 38,241 (53,919) (21,209) 23,973 (4,591)Cumulative effects of changes in accounting principles-change ininventory pricing method — (344) — — — Net income (loss) $38,241 $(54,263) $(21,209) $23,973 $(4,591)Weighted average number of limited partner units: Basic 75,774 52,944 35,821 35,205 32,659 Diluted 75,774 52,944 35,821 35,205 32,767 17 Table of Contents Fiscal Years Ended September 30, (in thousands, except per unit data) 2007 2006 2005 2004 2003 Per Unit Data: Basic and diluted income (loss) from continuing operations per unit (a) $0.52 $(1.01) $(4.77) $0.07 $(0.61)Basic and diluted net income (loss) per unit (a) $0.51 $(1.02) $(0.59) $0.67 $(0.14)Cash distribution declared per common unit $— $— $— $2.30 $2.30 Cash distribution declared per senior sub. unit $— $— $— $1.73 $1.65 Cash distribution declared per junior sub. unit $— $— $— $— $1.15 Cash distribution declared per general partner unit $— $— $— $— $1.15 Balance Sheet Data (end of period): Current assets $320,503 $295,880 $305,319 $228,053 $204,417 Total assets $602,104 $581,208 $623,148 $954,858 $968,918 Long-term debt $173,941 $174,056 $267,417 $503,668 $499,341 Partners’ Capital $216,331 $173,325 $145,108 $169,771 $189,776 Summary Cash Flow Data: Net Cash provided by (used in) operating activities $51,115 $18,364 $(54,915) $13,669 $15,365 Net Cash provided by (used in) investing activities $(29,254) $(3,271) $467,431 $6,447 $(48,395)Net Cash provided by (used in) financing activities $(96) $(23,120) $(306,694) $(19,874) $48,049 Other Data: Earnings from continuing operations before interest, taxes, depreciation and amortization(EBITDA) $84,106 $2,614 $(102,026) $81,050 $48,090 Adjusted EBITDA (b) $68,442 $54,894 $975 $55,239 $53,177 Retail gallons sold 376,645 389,921 487,300 551,612 567,024 (a)Income (loss) from continuing operations per unit is computed by dividing the limited partners’ interest in income (loss) from continuing operations bythe weighted average number of limited partner units outstanding. Net income (loss) per unit is computed by dividing the limited partners’ interest innet income (loss) by the weighted average number of limited partner units outstanding.(b)Adjusted EBITDA is calculated as earnings from continuing operations before net interest expense, income taxes, depreciation and amortization,(increase) decrease in the fair value of derivatives, loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges.Management believes the presentation of this measure is relevant and useful because it allows investors to view the Partnership’s performance in amanner similar to the method management uses, and makes it easier to compare its results with other companies that have different financing andcapital structures. In addition, this measure is consistent with the manner in which the Partnership’s debt covenants in its material debt agreements arecalculated and investors measure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-termdebt and other fixed obligations and fund its capital expenditures and working capital requirements.The definition of EBITDA and Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction withmeasurements that are computed in accordance with GAAP.EBITDA and adjusted EBITDA is calculated for the fiscal years ended September 30 as follows: 18 Table of Contents(in thousands) 2007 2006 2005 2004 2003 Income (loss) from continuing operations $39,302 $(53,919) $(172,580) $2,335 $(20,213)Plus: Income tax expense 2,002 477 696 1,240 1,200 Amortization of debt issuance cost 2,282 2,438 2,540 3,480 2,038 Interest expense, net 11,525 21,203 31,838 36,682 29,530 Depreciation and amortization 28,995 32,415 35,480 37,313 35,535 EBITDA from continuing operations 84,106 2,614 (102,026) 81,050 48,090 (Increase) / decrease in the fair value of derivative instruments (15,664) 45,677 (6,081) (25,811) 5,299 (Gain) loss on redemption of debt — 6,603 42,082 — (212)Goodwill impairment charge — — 67,000 — — Adjusted EBITDA 68,442 54,894 975 55,239 53,177 Add / (subtract) Income tax expense (2,002) (477) (696) (1,240) (1,200)Interest expense, net (11,525) (21,203) (31,838) (36,682) (29,530)Unit compensation expense (income) — — (2,185) (4,382) 9,001 Provision for losses on accounts receivable 5,726 6,105 9,817 7,646 6,601 Gain on sales of fixed assets, net (864) (956) (43) (281) (52)Change in operating assets and liabilities (8,662) (19,999) (30,945) (6,631) (22,632)Net cash provided by (used in) operating activities $51,115 $18,364 $(54,915) $13,669 $15,365 ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.Statement Regarding Forward-Looking DisclosureThis Annual Report on Form 10-K includes “forward-looking statements” which represent our expectations or beliefs concerning future events thatinvolve risks and uncertainties, including those associated with, the effect of weather conditions on our financial performance, the price and supply of homeheating oil, the consumption patterns of our customers, our ability to obtain satisfactory gross profit margins, our ability to obtain new accounts and retainexisting accounts, our ability to effect strategic acquisitions or redeploy assets, the impact of litigation, the continuing residual impact of the businessprocess redesign project and our ability to address issues related to that project, our ability to contract for our current and future supply needs, natural gasconversions, future union relations and outcome of current and future union negotiations, the impact of future environmental, health, and safety regulations,the ability to attract and retain employees, customer credit worthiness, counter party credit worthiness, and marketing plans. All statements other thanstatements of historical facts included in this Report including, without limitation, the statements under “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations” and elsewhere herein, are forward-looking statements. Although we believe that the expectations reflected insuch forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct and actual results may differmaterially from those projected as a result of certain risks and uncertainties. These risks and uncertainties include, but are not limited to, those set forth underthe heading “Risk Factors” and “Business Initiatives and Strategy.” Without limiting the foregoing, the words “believe,” “anticipate,” “plan,” “expect,”“seek,” “estimate” and similar expressions are intended to identify forward-looking statements. Important factors that could cause actual results to differmaterially from our expectations (“Cautionary Statements”) are disclosed in this Annual Report on Form 10-K. All subsequent written and oral forward-looking statements attributable to the Partnership or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. Unlessotherwise required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, futureevents or otherwise after the date of this Report. 19 Table of ContentsOverviewThe following is a discussion of the historical condition and results of operations of the Partnership and its subsidiaries, and should be read inconjunction with the description of our business in Item 1. “Business” and the historical Financial and Operating Data and Notes thereto included elsewherein this Report.During March 2007, we completed our transition from a centralized customer service model to a more traditional customer service model in which themajority of our customer service calls are answered locally. We have implemented an employee staffed centralized call center to augment our internal staffingrequirements for certain overflow, off-peak and weekend hours that is being supported by a very small US based outsourced call center, but our plan is tohave our internal center handle all of these calls by January 2008. This transition has been completed on or ahead of schedule in most of our locations.SeasonalityIn analyzing our financial results, the following matters should be considered. Our fiscal year ends on September 30. All references to quarters andyears respectively in this document are to fiscal quarters and years unless otherwise noted. The seasonal nature of our business results in the sale ofapproximately 30% of our volume of home heating oil in the first fiscal quarter and 45% of our volume in the second fiscal quarter of each fiscal year, thepeak heating season. We generally realize net income in the first and second fiscal quarters and net losses during the third and fourth fiscal quarters. Inaddition, sales volume typically fluctuates from year to year in response to variations in weather, wholesale energy prices and other factors. Gross profit is notonly affected by weather patterns but also by changes in customer mix. In addition, our gross profit margins vary by geographic region. Accordingly, grossprofit margins could vary significantly from year to year in a period of identical sales volumes.Degree DayA “degree day” is an industry measurement of temperature designed to evaluate energy demand and consumption. Degree days are based on how farthe average temperature departs from 65°F. Each degree of temperature above 65°F is counted as one cooling day, and each degree of temperature below 65°Fis counted as one heating degree day. Degree days are accumulated each day over the course of a year and can be compared to a monthly or a long-term(multi-year) average, or normal, to see if a month or a year was warmer or cooler than usual. Degree days are officially observed by the National WeatherService and officially archived by the National Climatic Data Center. For purposes of evaluating our results of operations, we use the normal heating degreeday amount as reported by the National Weather Service in our operating areas.EBITDA and Adjusted EBITDAEBITDA (Earnings from continuing operations before interest, taxes, depreciation and amortization) and adjusted EBITDA are used as supplementalfinancial measures by management and external users of our financial statements, such as investors, commercial banks and research analysts, to assess: • our compliance with certain financial covenants included in our debt agreements; • our financial performance without regard to financing methods, capital structure, income taxes or historical cost basis; • our ability to generate cash sufficient to pay interest on our indebtedness and to make distributions to our partners; • our operating performance and return on invested capital as compared to those of other companies in the retail distribution of refined petroleumproducts business, without regard to financing methods and capital structure; and • the viability of acquisitions and capital expenditure projects and the overall rates of return of alternative investment opportunities.Adjusted EBITDA is calculated as earnings from continuing operations before net interest expense, income taxes, depreciation and amortization,(increase) decrease in the fair value of derivatives, loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges.Management believes the presentation of this measure is relevant and useful because it allows investors to view the Partnership’s performance in a mannersimilar to the method management uses, and makes it easier to compare its results with other companies that have different financing and capital structures. Inaddition, this measure is consistent with the manner in which the Partnership’s debt covenants in its material debt agreements are calculated and investorsmeasure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-term debt and other fixedobligations and fund its capital expenditures and working capital requirements. This method of calculating Adjusted EBITDA may not be consistent withthat of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP. 20 Table of ContentsPer Gallon Gross Profit MarginsWe believe the change in home heating oil margins should be evaluated on a cents per gallon basis, before the effects of increases or decreases in thefair value of derivative instruments, as we believe that realized per gallon margins should not include the impact of non-cash changes in the market value ofhedges before the settlement of the underlying transaction.DerivativesSFAS No. 133, established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in theconsolidated balance sheet as assets or liabilities. To the extent derivative instruments designated as cash flow hedges are effective, as defined in SFASNo. 133, changes in fair value are recognized in other comprehensive income until the forecasted hedged item is recognized in earnings. The Partnership’sderivative instruments do not qualify for hedge accounting treatment. Therefore, we could experience great volatility in earnings as outstanding homeheating oil derivative instruments are marked to market and non-cash gains and losses are recorded prior to the sale of the commodity to the customer. To theextent that the Partnership continues this accounting treatment, the volatility in any given period related to unrealized non-cash gains or losses on derivativehome heating oil instruments can be significant to the overall results of the Partnership, however, we ultimately expect those gains and losses to be offsetwhen they become realized.Amendment to Amended and Restated Unit Purchase RightsAgreement to Preserve Net Operating Loss Carryforwards (NOLs)In June 2007, the Partnership amended its Amended and Restated Unit Purchase Rights Agreement dated as of July 20, 2006 in order to protect thePartnership’s Net Operating Loss Carryforwards (“NOLs”) for federal income tax purposes by adding provisions which would have the effect of deterring anyperson or group from acquiring more than 5% (reduced from 15% prior to the amendment) of the Partnership’s issued and outstanding common units. Theamendment also discourages existing 5% or greater unitholders (including the General Partner) from acquiring additional common units equal to 1% or moreof the outstanding common units. A person or group that acquires units in excess of these amounts would be subject to substantial dilution under the RightsAgreement.As of the calendar tax year ended December 31, 2006, Star/Petro, Inc., a wholly owned subsidiary of the Partnership, had aggregate federal NOLs ofapproximately $160.8 million, of which approximately $43.5 million is limited in accordance with federal income tax law as a result of prior transactions.The NOLs, which will expire between 2018 and 2024, are generally available to offset any future taxable income. In the event that the Partnershipexperiences an “ownership change” for federal income tax purposes under Internal Revenue Code Section 382 (“Section 382”), Star/Petro may be restrictedannually in its ability to use its NOLs to reduce its federal taxable income.In general, the Partnership would be deemed to have an “ownership change” under Section 382 if, immediately after any owner shift involving a 5%unitholder, or any equity structure shift, the percentage of units of the Partnership owned by one or more 5% unitholder has increased by more than 50%, overthe lowest percentage of units of the Partnership (or any predecessor entity) owned by such unitholder at any time during the three-year testing period. Therecapitalization of the Partnership on April 28, 2006 materially contributed towards the cumulative ownership change. This, combined with the acquisitionin May 2007 of a 5.6% interest in the Partnership by an investment fund, has caused the Partnership to take this action in order to seek to preserve its NOLs inthe interest of all unit holders. Once the effect of the Partnership’s recapitalization is no longer included in the three-year testing period, the Partnership willconsider whether this restrictive deterrence remains necessary.Home Heating Oil Price VolatilityThe wholesale price of home heating oil has been extremely volatile over the last several years and has resulted in increased consumer awareness ofheating costs and increased net customer attrition. Like any other market commodity, the price of home heating oil is subject to the economic forces ofsupply and demand. Global economic expansion is fueling an ever-increasing demand for oil. The price of home heating oil is closely linked to the pricerefiners pay for crude oil, which is the principal cost component of home heating oil. Crude oil is bought and sold in the international marketplace and assuch is significantly affected by the economic forces of worldwide supply and demand. On November 26, 2007 heating oil prices reached $2.71 per gallon(the highest price per gallon since the beginning of fiscal 2007 through the date of this Report). We believe that this increase in home heating oil pricescould adversely impact liquidity, our bad debt rate and net customer attrition in fiscal 2008. 21 Table of ContentsWeather Insurance Contract – Warm, WeatherWeather conditions have a significant impact on the demand for home heating oil because our customers depend on this product principally for spaceheating purposes. Actual weather conditions can vary substantially from year to year, significantly affecting our financial performance. Furthermore, warmerthan normal temperatures in one or more regions in which we operate can significantly decrease the total volume we sell and the gross profit realized on thosesales and, consequently, our results of operations. We have purchased weather insurance to help mitigate the adverse effect of warm weather on our cashflows. The most recent weather insurance contract covered the period from November 1, 2006 to February 28, 2007, taken as a whole. The strike or “pay-off”price is based on the 10 year moving average of degree days for the contract period and has been set at approximately 3% less than the 10 year movingaverage. For every degree day not realized below the strike-price we were entitled to received $35,000 up to a maximum of $12.5 million. At December 31,2006, we recorded a $7.2 million asset under this weather insurance contract in accordance with EITF 99-2. Temperatures in January and February 2007 werecolder than the 10 year average. We lowered the expected proceeds under this contract by $2.9 million to $4.3 million as of March 31, 2007, and we receivedpayment in April 2007. We have a similar weather insurance contract in place for the period from November 1, 2007 to February 28, 2008, and for the periodNovember 1, 2008 to February 28, 2009.Customer AttritionWe lost 21,300 accounts in fiscal 2007 (net) or 5.0% of our home heating oil customer base, as compared to fiscal 2006 in which we lost 29,600 accounts(net), or 6.6%, of our home heating oil customers. This decrease in net customers lost of 8,300 was due to a combination of fewer gross customer gains(4,700) and fewer gross customer losses (13,000). In fiscal 2007, 23,100 of the homes we serviced changed ownership compared to 26,200 homes in the prioryear. In fiscal 2007, we were able to retain 12,300 of those homes, versus 13,600 retained in fiscal 2006. In addition to the reduction in gross losses due to3,100 fewer move-outs in fiscal 2007, we also experienced 9,600 fewer losses relating to price. Gross gains were negatively impacted by (i) the continuationof our higher minimum profitability standards for new customers, (ii) continued customer price sensitivity due to the increased level and volatility of energyprices and (iii) increased minimum credit standards for customers.For fiscal 2006, we lost 29,600 accounts (net) or 6.6% of our home heating oil customer base, as compared to fiscal 2005 in which we lost 35,100accounts (net) or 7.1% of our home heating oil customer base. This decrease in net customers lost of 5,500 was due to a combination of fewer gross customergains (5,600) and fewer gross customer losses (11,100). In fiscal 2006, 26,200 of the homes we serviced changed ownership, compared to 34,200 homes in theprior year. In 2006, we were able to retain 13,600 of those homes, versus 15,800 retained in fiscal 2005.In addition to the reduction in gross losses due to 8,100 fewer move-outs in fiscal 2006, we also experienced fewer losses relating to price (2,500),service (1,000) and other factors.Gross customer gains and gross customer losses Fiscal Year Ended Description 2007 2006 2005 Gross Customer Gains 53,500 58,200 63,800 Gross Customer Losses (74,800) (87,800) (98,900)Net Customer Loss (21,300) (29,600) (35,100) 22 Table of ContentsNet customer attrition as a percent of the home heating oil customer base Fiscal Year Ended Description 2007 2006 2005 Gross Customer Gains 12.6% 13.0% 12.9%Gross Customer Losses (17.6)% (19.6)% (20.0)%Net Customer Attrition (5.0)% (6.6)% (7.1)%Net home heating oil customers accounts (lost) by quarter Fiscal Year Ended Quarter Ended 2007 2006 2005 December 31 (4,100) (7,200) (2,000)March 31 (5,300) (10,600) (9,900)June 30 (6,100) (6,300) (7,400)September 30 (5,800) (5,500) (15,800)Total (21,300) (29,600) (35,100)We have continued to experience net customer attrition during fiscal 2008. For the period from October 1 to November 30, 2007, we lost 4,000accounts (net), or 0.95% of our home heating oil customer base as compared to the period from October 1 to November 30, 2006 in which we lost 2,300accounts (net) or 0.54% of our customer base.We believe that the continued price volatility and high cost of home heating oil will adversely impact our ability to attract customers and retainexisting customers in the future.Results of OperationsThe following is a discussion of the results of operations of the Partnership and its subsidiaries, and should be read in conjunction with the historicalFinancial and Operating Data and Notes thereto included elsewhere in this Annual Report. 23 Table of ContentsFiscal Year Ended September 30, 2007Compared to Fiscal Year Ended September 30, 2006VolumeFor fiscal 2007, retail volume of home heating oil decreased by 13.3 million gallons, or 3.4%, to 376.6 million gallons, as compared to 389.9 milliongallons for fiscal 2006. Volume of other petroleum products declined by 1.8 million gallons, or 2.9%, to 60.2 million gallons for fiscal 2007, as compared to62.0 million gallons for fiscal 2006. An analysis of the change in the retail volume of home heating oil, which is based on management’s estimates, samplingand other mathematical calculations, is found below: (in millions of gallons) Heating Oil Volume—Fiscal 2006 389.9 Impact of colder temperatures 12.2 Net customer attrition (23.0)Asset sale (1.7)Acquisitions 2.2 Other (3.0)Change (13.3)Volume—Fiscal 2007 376.6 Temperatures in our geographic areas of operations for fiscal 2007 were 3.1% colder than fiscal 2006 and 7.4% warmer than normal, as reported by theNational Oceanic Atmospheric Administration (“NOAA”). For fiscal 2007, net customer attrition was 5.0%. Due to the significant increase in the price pergallon of home heating oil over the last several years, we believe that customers are using less home heating oil given similar temperatures when compared toprior periods and this decrease is reflected in the “Other” heading in the above table.The percentage of home heating oil volume sold to residential variable price customers increased to 45.9% of total home heating oil volume sales forfiscal 2007, as compared to 45.0% for fiscal 2006. The percentage of home heating oil volume sold to residential price-protected customers decreased to37.7% for fiscal 2007, as compared to 38.3% for fiscal 2006. For fiscal 2007, sales to commercial/industrial customers represented 16.5% of total homeheating oil volume sales, as compared to 16.7% for fiscal 2006.Product SalesFor fiscal 2007, product sales decreased $20.7 million, or 1.9%, to $1,088.6 million, as compared to $1,109.3 million for fiscal 2006 as a 1.9% ($17.8million) increase in home heating oil selling prices was reduced by a 3.4% ($33.2 million) decrease due to volume reduction and a $5.3 million decrease inother petroleum product sales.Installation and Service SalesFor fiscal 2007, service and installation sales decreased $8.6 million, or 4.6%, to $178.6 million, as compared to $187.2 million for fiscal 2006, as adecline in installation sales of $11.2 million to $70.4 million from $81.6 million was reduced by an increase in service revenue of $2.5 million to $108.1million from $105.6 million. The decline in installation sales was due to a reduction in equipment installations as a result of the warmer weather experiencedduring the first fiscal quarter of 2007, increased customer credit standards, net customer attrition and other factors.Cost of ProductFor fiscal 2007, cost of product decreased $20.8 million, or 2.5%, to $804.9 million, as compared to $825.7 million for fiscal 2006, as a 3.4% decrease($24.1 million) in home heating oil volume and a $4.0 million decrease in other petroleum products was reduced by an increase in wholesale product cost of1.1% ($7.3 million). Average wholesale product cost for home heating oil increased by $0.0193 per gallon to an average of $1.8330 for fiscal 2007, from anaverage of $1.8137 for fiscal 2006. 24 Table of ContentsHome heating oil gross profit margins for fiscal 2007 increased by $0.0280 per gallon, excluding the (increase) decrease in the fair value of derivativeinstruments, to $0.7210 per gallon in fiscal 2007 from $0.6930 per gallon in fiscal 2006. We believe the change in home heating oil margins should beevaluated before the effects of increases or decreases in the fair value of derivative instruments, as we believe that realized per gallon margins should notinclude the impact of non-cash changes in the market value of hedges before the settlement of the underlying transaction.For fiscal 2007, total product gross profit was $283.7 million, excluding the (increase) decrease in the fair value of derivative instruments of $(15.7)million, unchanged from fiscal 2006, as the increase in gross profit due to higher home heating oil per gallon margins ($10.5 million) was offset by theimpact of lower home heating oil volume ($9.2 million) and a reduction in gross profit from other petroleum products ($1.3 million).(Increase) Decrease in the Fair Value of Derivative InstrumentsDuring fiscal 2007, the increase in fair value of derivative instruments resulted in the recording of a $15.7 million net credit due to the expiration ofcertain hedged positions or their realization to cost of product ($14.4 million), and an increase in market value for unexpired hedges ($1.3 million). For fiscal2007 the net change in the fair value of derivatives on the balance sheet is $19.2 million which consists of the non-cash portion described above of $15.7million and a net cash component of $3.5 million relating to the historic cost of purchased options.During fiscal 2006, the decrease in fair value of derivative transactions resulted in the recording of a $45.7 million charge due to the expiration ofcertain hedged positions or their realization to cost of product ($31.3 million), and a charge due to a decrease in the market value for unexpired hedges ($14.4million). For fiscal 2006 the net change in the fair value of derivatives on the balance sheet was $45.2 million which consists of the non-cash portiondescribed above of $45.7 million and a net cash component of $0.5 million relating to the historic cost of purchased options.Cost of Installations and ServiceFor fiscal 2007, cost of installations and service decreased $12.3 million, or 6.5 %, to $176.9 million, as compared to $189.2 million for fiscal 2006,due to a decline in installation costs of $9.1 million and lower service expenses of $3.2 million. Installation costs were lower due to the previously noteddecline in installation sales. Installation costs were $59.5 million, or 84.5% of installation sales in fiscal 2007, and were $68.6 million, or 84.1% ofinstallation sales in fiscal 2006. Service expenses declined to $117.4 million, or 108.6% of service sales in fiscal 2007, from $120.6 million in fiscal 2006, or$114.2% of sales. Service costs as a percentage of total service revenue declined as the Partnership increased its rates for service billings and continues tofurther reduce its service costs. The Partnership has discontinued certain unprofitable service lines, will continue to raise its service rates and monitor itsservice costs. Management views the service and installation department on a combined basis because many expenses cannot be separated or allocated toeither service or installations billings. Many overhead functions and direct expenses such as servicemen time cannot be precisely allocated. The net profitrealized from service and installations was $1.6 million, as compared to a loss of $2.0 million for fiscal 2006. The Partnership expects that the service andinstallation department will generate a profit in the future.Delivery and Branch ExpensesFor fiscal 2007, delivery and branch expenses decreased $5.9 million, or 2.9%, to $199.1 million, as compared to $205.0 million for fiscal 2006 largelydue to lower casualty insurance expense of $4.7 million. This lower insurance expense was primarily due to the non-recurrence of several significant reserveincreases that occurred during fiscal 2006. During fiscal 2007 and fiscal 2006, we recorded receipt of payments of $4.3 million and $4.4 million, respectively,under our weather insurance contract, which lowered delivery and branch expenses. If temperatures were colder, our operating expenses would have beenhigher in each of the last two fiscal years by the above amounts and we would have generated higher revenues from increased sales volume. On a cents pergallon basis these expenses were $0.5287 per gallon for fiscal 2007, or approximately one-half percent higher than fiscal 2006.Depreciation and AmortizationFor fiscal 2007, depreciation and amortization expenses declined by $3.4 million, or 10.6%, to $29.0 million, as compared to $32.4 million for fiscal2006 as certain assets, primarily information and telephone systems, became fully depreciated.General and Administrative ExpensesFor fiscal 2007, general and administrative expenses decreased by $3.9 million, or 18.0%, to $17.8 million, as compared to $21.7 million for fiscal2006, largely due to lower legal and professional fees of $2.0 million and a $1.2 million reduction in the cost of directors’ and officers’ insurance expense.Legal expenses were higher in fiscal 2006 due to the recapitalization. 25 Table of ContentsOperating IncomeFor fiscal 2007, operating income increased $78.3 million to $55.1 million, as compared to an operating loss of $23.2 million for fiscal 2006. Themajority of this increase relates to the changes in the fair value of derivative instruments of $61.3 million. The balance of the increase, or $17.0 million, wasdue largely to lower operating costs of $9.9 million, an improvement in service and installation profitability of $3.7 million and lower depreciation andamortization expense of $3.4 million.Interest expenseFor fiscal 2007, interest expense decreased $5.9 million, or 22.2%, to $20.4 million, as compared to $26.3 million for fiscal 2006. This decreaseresulted from lower average debt outstanding of approximately $63.3 million. Total debt outstanding declined due to the Partnership’s April 2006recapitalization ($53.6 million) (see Note 2. to the Consolidated Financial Statements) and lower working capital borrowings ($9.7 million).Interest IncomeFor fiscal 2007, interest income increased by $3.8 million to $8.9 million, as compared to $5.1 million for fiscal 2006 due to higher invested cashbalances.Amortization of Debt Issuance CostsFor fiscal 2007, amortization of debt issuance costs was $2.3 million, slightly lower than the $2.4 million for fiscal 2006.Loss on Redemption of DebtFor fiscal 2006, we recorded a $6.6 million loss on the early redemption and conversion of our 10.25% senior notes. The loss consists of the $5.3million attributable to the difference between the value of the Partnership’s common units ($32.2 million) exchanged for debt ($26.9 million), and the write-off of previously capitalized net deferred financing costs of $2.0 million, reduced in part by a $0.7 million basis adjustment to the carrying value of long-termdebt. There was no similar expense in 2007.Income Tax ExpenseFor fiscal 2007, income tax expense was $2.0 million, an increase of $1.5 million as compared to the income tax expense for fiscal 2006 of $0.5million, and represents certain state income tax, capital taxes, and federal alternative minimum tax. The $1.5 million increase is due to the increase in 2007’sestimated taxable income versus 2006.Cumulative Effect of Change in Accounting PrincipleEffective October 1, 2005, we changed our method of accounting from the first-in, first-out method to the weighted average cost method for heating oiland other fuel inventory. This change resulted in the recording of a charge of $0.3 million during fiscal 2006.Loss on Sale of SegmentsFor fiscal 2007, we recorded a charge of $1.1 million relating to a disputed purchase price adjustment for the sale of the propane segment.Net IncomeFor fiscal 2007, net income of $38.2 million was recorded as compared to a net loss of $54.3 million for fiscal 2006. This change of $92.5 million wasdue to a $78.3 million increase in operating income, lower net interest expense of $9.7 million, the non-recurrence of a $6.6 million loss on the redemption ofdebt recorded in the fiscal 2006, and the $1.1 million loss on sale of discontinued operations reduced by higher income tax expense of $1.5 million. 26 Table of ContentsAdjusted EBITDAFor fiscal 2007, Adjusted EBITDA increased by $13.6 million to $68.4 million, as compared to $54.8 million in fiscal 2006, as an increase in AdjustedEBITDA in the base business was slightly reduced by the impact of acquisitions completed after the heating season. In fiscal 2007, we were able to increaseour per gallon margins and reduce our operating expenses, which more than offset the impact of lower sales volumes and resulted in an increase in AdjustedEBITDA of $14.4 million. Our acquisitions, which were completed after the heating season adversely impacted the year-over-year comparison by $0.8million, as we experienced normal summertime losses without the benefit of heating season profits.Adjusted EBITDA is calculated as earnings from continuing operations before net interest expense, income taxes, depreciation and amortization,(increase) decrease in the fair value of derivatives, loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges.Management believes the presentation of this measure is relevant and useful because it allows investors to view the Partnership’s performance in a mannersimilar to the method management uses, and makes it easier to compare its results with other companies that have different financing and capital structures. Inaddition, this measure is consistent with the manner in which the Partnership’s debt covenants in its material debt agreements are calculated and investorsmeasure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-term debt and other fixedobligations and fund its capital expenditures and working capital requirements. This method of calculating Adjusted EBITDA may not be consistent withthat of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.Reconciliation of net income (loss) to EBITDA and Adjusted EBITDA Fiscal Year Ended September 30, (in thousands) 2007 2006 Income (loss) from continuing operations before cumulative effect of changes in account principle $39,302 $(53,919)Plus: Income tax expense 2,002 477 Amortization of debt issuance cost 2,282 2,438 Interest expense, net 11,525 21,203 Depreciation and amortization 28,995 32,415 EBITDA 84,106 2,614 (Increase) decrease in the fair value derivatives (15,664) 45,677 Loss on debt redemption — 6,603 Adjusted EBITDA $68,442 $54,894 Reconciliation of Adjusted EBITDA to cash flow provided by operating activities Fiscal Year Ended September 30, (in thousands) 2007 2006 Adjusted EBITDA $68,442 $54,894 Income tax expense (2,002) (477)Interest expense, net (11,525) (21,203)Provision for losses on accounts receivable 5,726 6,105 Gain on sales of fixed assets, net (864) (956)Change in operating assets and liabilities (8,662) (19,999)Net cash provided by operating activities $51,115 $18,364 27 Table of ContentsFiscal Year Ended September 30, 2006Compared to Fiscal Year Ended September 30, 2005VolumeFor fiscal 2006, retail volume of home heating oil declined by 97.4 million gallons, or 20.0%, to 389.9 million gallons, as compared to 487.3 milliongallons for fiscal 2005. Volume of other petroleum products declined by 11.5 million gallons, or 15.8%, to 62.0 million gallons for fiscal 2006, as comparedto 73.5 million gallons for fiscal 2005. An analysis of the change in the retail volume of home heating oil, which is based on management’s estimates,sampling and other mathematical calculations, is found below: (in millions of gallons) Heating Oil Volume—Fiscal 2005 487.3 Impact of warmer temperatures (53.6)Net customer attrition (36.0)Asset sale (2.3)Conservation and other, net (5.5)Change (97.4)Volume—Fiscal 2006 389.9 Temperatures in our geographic areas of operations for fiscal 2006 were 11.0% warmer than fiscal 2005 and approximately 10.4% warmer than normal.Due to the significant increase in the price per gallon of home heating oil, we believe that customers are using less home heating oil given similartemperatures when compared to prior periods. We cannot determine if conservation is a permanent or temporary phenomenon. Home heating oil volumedeclined by 2.3 million gallons due to the sale of certain of our assets in New England.Product SalesFor fiscal 2006, product sales increased $38.1 million, or 3.6%, to $1,109.3 million, as compared to $1,071.3 million for fiscal 2005 due to an increasein selling prices, which more than offset a decline in home heating oil volume sold. Selling prices were higher in response to the increase in wholesale homeheating oil supply costs noted below of $0.4307 per gallon and our decision to pursue higher per gallon gross profit margins, particularly from our price-protected customers. Average home heating oil prices increased from $1.9405 per gallon for fiscal 2005 to $2.5067 for fiscal 2006.In an effort to reduce net customer attrition, we delayed increasing our selling price to certain customers whose price plan agreements expired duringthe July to September 2004 time period. This decision negatively impacted sales by an estimated $2.8 million in fiscal 2005, primarily during the first quarterof fiscal 2005.Installation and Service SalesFor fiscal 2006, service and installation sales decreased $1.0 million, or 0.5%, to $187.2 million, as compared to $188.2 million for fiscal 2005.Installation sales decreased by $2.1 million; however, despite a decline in the customer base, service revenues increased $1.1 million due to measures takenin the last several years to increase service billing and service contract rates.Cost of ProductFor fiscal 2006, cost of product increased $39.4 million, or 5.0%, to $825.7 million, as compared to $786.3 million for fiscal 2005, as the effect ofhigher wholesale product costs was only partially offset by lower home heating oil volume of 20.0%. Average wholesale product cost for home heating oilincreased by $0.4307 per gallon, or 30.0%, to an average of $1.8137 per gallon for fiscal 2006, from an average of $1.3831 for fiscal 2005. 28 Table of ContentsWe believe that the change in home heating oil margins should be evaluated before the effects of increases or decreases in the fair value of derivativeinstruments, as we believe that realized per gallon margins should not include the impact of non-cash changes in the market value of hedges before thesettlement of the underlying transaction. Home heating oil margins for fiscal 2006 increased by $0.1355 per gallon to $0.6930 per gallon in fiscal 2006 from$0.5575 per gallon in fiscal 2005 due largely to an increase in the margin realized on price-protected customers, an increase in the percentage of volume soldto higher margin residential variable customers, an increase in home heating oil margins realized on new accounts, the loss of some of our less profitableaccounts and our decision in the summer of fiscal 2005 and fiscal 2006 to maintain profit margins going forward in spite of competitors’ aggressive pricingtactics. During the renewal period for price-protected customers in fiscal 2004, which was a period of rising heating oil prices, a number of residential variableconsumers migrated to price protected plans. This shift resulted in an increase in volume sold to residential price-protected customers for the heating seasonof fiscal 2005. During the renewal period for price-protected customers in fiscal 2005, a period with even higher average heating oil prices than the renewalperiod in fiscal 2004, a number of residential price-protected customers elected variable pricing or failed to respond to our price-protected programs, whichresulted in a shift back to variable pricing for these customers. The percentage of home heating oil volume sold to residential variable price customersincreased to 45.0% of total home heating oil volume sales for fiscal 2006, as compared to 36.0% for fiscal 2005. Accordingly, the percentage of home heatingoil volume sold to residential price-protected customers decreased to 38.3% for fiscal 2006, as compared to 48.0% for fiscal 2005. For fiscal 2006, sales tocommercial/industrial customers represented 16.7% of total home heating oil volume sales, as compared to 16.0% for fiscal 2005.Also contributing to the increase in home heating oil per gallon margins were the favorable market conditions experienced during the first quarter offiscal 2006, as compared to the first quarter of fiscal 2005. During the three months ended December 31, 2004, home heating oil prices spiked by over 20cents a gallon from the beginning of the period and contributed to margin compression experienced during the three months ended December 31, 2004.Conversely, during the three months ended December 31, 2005, home heating oil prices declined by over 30 cents per gallon from the beginning of theperiod, which contributed to the expansion of home heating oil margins during this period, as we were able to lag the reduction in our variable selling pricesas the wholesale cost of heating oil declined.In addition, the year-over-year comparison was favorably impacted by $3.4 million of expenses that we incurred in fiscal 2005 due to a delay inhedging the price of product for certain residential price-protected customers, as well as an additional $1.6 million of expenses associated with not hedginguntil December 2004 the price of product for certain residential price-protected customers that were incorrectly coded as variable customers.For fiscal 2006, total product gross profit decreased by $1.3 million, as compared to fiscal 2005, as the increase in realized home heating oil per gallonmargins of $52.8 million was more than offset by the decline of $54.3 million attributable to the decline in home heating oil volume.(Increase) Decrease in the Fair Value of Derivative InstrumentsHome heating oil prices increased in the fourth quarter of fiscal 2005 in response to the numerous hurricanes in the Gulf Coast and we recorded asignificant mark to market gain. In September 2006, the home heating prices collapsed and we recorded a mark to market loss. As a result of these events, theimpact on the (increase) decrease in the fair value of derivative instruments was $45.7 million for fiscal 2006. In the summers of fiscal 2005 and fiscal 2004,home heating oil prices increased, which resulted in the recording of unrealized gains at the close of both fiscal 2005 and fiscal 2004. The net gain for fiscal2005 exceeded the gain for fiscal 2004 by $6.1 million.Cost of Installations and ServiceFor fiscal 2006, cost of installations, service and appliances decreased $8.2 million, or 4.2%, to $189.2 million, as compared to $197.4 million forfiscal 2005. Installation costs were $68.6 million in fiscal 2006, or 84.1% of installation sales and in fiscal 2005 installation costs were $70.8 million or84.6% of installation sales. Service expenses declined to $120.6 million, or 114.2% of service sales in fiscal 2006 from $126.6 million or 121.1% of servicesales in fiscal 2005. For fiscal 2006, service costs as a percentage of total revenue declined to 114.2%, as compared to 121.1% in fiscal 2005, due to increasedrevenues of 1.0% and more importantly, a 5% reduction in the cost of service. Service costs as a percentage of total service declined as the company increasedits rates for service billings and continues to reduce its service costs. Management views the service and installation department on a combined basis becausecertain expenses cannot be separated or allocated to either service or installation billings. Many overhead functions and direct expenses such as servicementime cannot be precisely allocated. The net loss realized from service and installations improved by $7.2 million, from a $9.2 million loss for fiscal 2005 to a$2.0 million loss for fiscal 2006. 29 Table of ContentsDelivery and Branch ExpensesFor fiscal 2006, delivery and branch expenses decreased $26.5 million, or 11.5%, to $205.0 million, as compared to $231.6 million for fiscal 2005.This decrease was due to a reduction in marketing expenses of $6.0 million, an estimated $15.2 million decrease in certain variable operating expensesdirectly associated with the 20.0% decline in home heating oil volume, $4.4 million received under our weather insurance policy, lower bad debt expenseand collection costs of $4.7 million due in part to more stringent credit terms and other expense reductions of $0.7 million, offset by wage and benefitincreases of approximately $4.4 million. On a cents per gallon basis (excluding the proceeds received from weather insurance), delivery and branch expensesincreased 6.2 cents per gallon, or 13%, from 47.5 cents per gallon for fiscal 2005 to 53.7 cents per gallon for fiscal 2006 due to the fixed nature of certaindelivery and branch expenses.Depreciation and AmortizationFor fiscal 2006, depreciation and amortization expenses declined by $3.1 million, or 8.7%, to $32.4 million, as compared to $35.5 million for fiscal2005 as certain assets, which were not replaced, became fully depreciated.General and Administrative ExpensesFor fiscal 2006, general and administrative expenses decreased by $21.5 million, or 49.8%, to $21.7 million, as compared to $43.2 million for fiscal2005 due to the absence of bridge financing expenses of $7.5 million, which were incurred in fiscal 2005, lower fees and expenses totaling $3.4 millionassociated with certain amendments and waivers on our previous bank credit facility obtained during the first fiscal quarter of 2005, lower compensationexpense of $0.9 million attributable to staff reductions, a $5.6 million decline in legal expenses related to defending several purported class action lawsuitsand exploring financing options in fiscal 2005, $3.3 million less in first year Sarbanes-Oxley compliance cost, a $3.8 million reduction in compensationexpense related to separation agreements recorded in the prior period with certain former executives, other expense reductions of $0.6 million, and a gain onthe sale of certain assets of $0.9 million. Partially offsetting these reductions was an increase in directors and officers liability insurance expense of $0.7million and $1.4 million of legal and professional expenses incurred in fiscal 2006 relating to the exploration of our financial options. In addition, the fiscal2005 results were positively impacted by a reversal of previously recorded compensation expenses of $2.2 million due to the decline in the price of seniorsubordinated units.Goodwill Impairment ChargeDuring the fiscal second quarter of 2005, a number of events occurred that indicated a possible impairment of goodwill might exist. These eventsincluded our determination in February 2005 of significantly lower than expected operating results for the year and a significant decline in the Partnership’sunit price. As a result of these triggering events and circumstances, the Partnership completed an additional SFAS 142 impairment review with the assistanceof a third party valuation firm at February 28, 2005. This review resulted in a non-cash goodwill impairment charge of approximately $67.0 million, whichreduced the carrying amount of goodwill. There was no goodwill impairment charge recorded during fiscal 2006.Operating Income (Loss)For fiscal 2006, operating income increased $72.2 million to a $23.2 million loss, as compared to an operating loss of $95.4 million in fiscal 2005.This increase was due to the non-recurrence during fiscal 2006 of a $67.0 million goodwill impairment charge recorded in fiscal 2005, a $52.8 millionincrease in heating oil gross profit due to higher home heating oil margins, a $48.1 million decline in branch and general and administrative expenses, areduction in the net service and installation loss of $7.2 million, lower depreciation and amortization expense of $3.1 million, reduced by a decrease inheating oil gross profit of $54.3 million due to lower volume and the impact of a comparative (increase) decrease in the fair value of derivative instruments of$51.8 million.Loss on Redemption of DebtFor fiscal 2006, we recorded a $6.6 million loss on the early redemption and conversion of our 10.25% senior notes (See Notes 2 and 13 of theConsolidated Financial Statements). The loss consists of the $5.4 million attributable to the difference between the value of the Partnership’s common units($32.2 million) exchanged for debt ($26.9 million), and the write-off of previously capitalized net deferred financing costs of $2.0 million, reduced in part bya $0.8 million basis adjustment to the carrying value of long-term debt.For fiscal 2005, we recorded a $42.1 million loss on the early redemption of certain notes in connection with the sale of the propane segment. The lossconsisted of cash premiums paid of $37 million for early redemption, the write-off of previously capitalized net deferred financing costs of $6.1 million andlegal expenses of $0.7 million, reduced in part by a $1.7 million basis adjustment to the carrying value of long-term debt. 30 Table of ContentsInterest expenseFor fiscal 2006, interest expense decreased $9.9 million, or 27.3%, to $26.3 million, as compared to $36.2 million for fiscal 2005. This decreaseresulted from a lower principal amount in total debt outstanding of approximately $142.5 million, which was offset in part by an increase in the Partnership’sweighted average interest rate of 1.2% from 8.9% during fiscal 2005 to 10.1% for fiscal 2006.Total debt outstanding declined by $142.5 million due to the recapitalization (see Notes 2 and 13 to the Consolidated Financial Statements) and lowerworking capital borrowings as a portion of the proceeds from the sale of the propane segment was used to fund working capital.Interest IncomeFor fiscal 2006, interest income increased by $0.8 million, or 17.9%, to $5.1 million, as compared to $4.3 million for fiscal 2005.Amortization of Debt Issuance CostsFor fiscal 2006, amortization of debt issuance costs was $2.4 million, $0.1 million less than fiscal 2005.Income Tax ExpenseIncome tax expense for fiscal 2006 was $0.5 million and represents certain state income tax, capital taxes, and federal alternative minimum tax. Incometax expense for fiscal 2005 was $0.7 million. The decrease in state taxes for 2006 as compared to 2005 was largely attributable to an election made at thestate level during the fourth quarter of 2006.Loss From Continuing OperationsFor fiscal 2006, the loss from continuing operations decreased $118.7 million to $53.9 million, as compared to a loss of $172.6 million for fiscal 2005.This change was due to the $72.2 million increase in operating income, a $9.9 million decline in interest expense and a $0.8 million increase in interestincome. The year-over-year comparison was favorably impacted by a $35.5 million reduction in the loss on redemption of debt.Loss From Discontinued OperationsThe discontinued propane segment was sold on December 17, 2004 and it generated a $6.2 million loss in fiscal 2005.Gains On Sale of SegmentsDuring fiscal 2005, the Partnership recorded a gain on the sale of the propane segment of $156.8 million. Additionally, the purchase price for theTG&E segment was finalized and a positive adjustment of $0.8 million was recorded in fiscal 2005. There were no similar transactions in fiscal 2006.Cumulative Effect of Change in Accounting PrincipleEffective October 1, 2005, we changed our method of accounting from the first-in, first-out method to the weighted average cost method for heating oiland other fuels. This change resulted in the recording of a charge of $0.3 million.Net LossFor fiscal 2006, net loss increased by $33.1 million to $54.3 million as a $118.7 million increase in income from continuing operations and a $6.2million decline in the loss from discontinued operations in the 2005 fiscal first quarter were offset by the gains on the sale of discontinued operationsrecorded in the year ago period of $157.6 million and the $0.3 million charge for the change in accounting principle.Adjusted EBITDAFor fiscal 2006, Adjusted EBITDA increased by $53.9 million to $54.9 million as compared to $1.0 million of Adjusted EBITDA generated in fiscal2005. In fiscal 2006, the Partnership was able to reduce its branch and general and administrative expenses by $48.2 million and reduced the loss in serviceand installation by $7.2 million, which more than offset a decline in product gross profit of $1.5 million. 31 Table of ContentsAdjusted EBITDA is calculated as earnings from continuing operations before net interest expense, income taxes, depreciation and amortization,(increase) decrease in the fair value of derivatives, loss on debt redemption, goodwill impairment, and other non-cash and non-operating charges.Management believes the presentation of this measure is relevant and useful because it allows investors to view the Partnership’s performance in a mannersimilar to the method management uses, and makes it easier to compare its results with other companies that have different financing and capital structures. Inaddition, this measure is consistent with the manner in which the Partnership’s debt covenants in its material debt agreements are calculated and investorsmeasure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-term debt and other fixedobligations and fund its capital expenditures and working capital requirements. This method of calculating Adjusted EBITDA may not be consistent withthat of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.Reconciliation of loss from continuing operations to EBITDA and Adjusted EBITDA Fiscal Year Ended September 30, (in thousands) 2006 2005 Loss from continuing operations $(53,919) $(172,580)Plus: Income tax expense 477 696 Amortization of debt issuance costs 2,438 2,540 Interest expense, net 21,203 31,838 Depreciation and amortization 32,415 35,480 EBITDA 2,614 (102,026)(Increase) decrease in the fair value of derivatives 45,677 (6,081)Loss on debt redemption 6,603 42,082 Goodwill Impairment — 67,000 Adjusted EBITDA $54,894 $975 Reconciliation of Adjusted EBITDA to cash flow (used in) provided by operating activities Fiscal Year Ended September 30, (in thousands) 2006 2005 Adjusted EBITDA $54,894 $975 Add/(subtract) Income tax expense (477) (696)Interest expense, net (21,203) (31,838)Unit compensation income — (2,185)Provision for losses on accounts receivable 6,105 9,817 Gain on sales of fixed assets, net (956) (43)Change in operating other assets and liabilities (19,999) (30,945)Net cash provided by (used in) operating activities $18,364 $(54,915) 32 Table of ContentsLIQUIDITY AND CAPITAL RESOURCESOur ability to satisfy our obligations depends on our future performance, which will be subject to prevailing economic, financial, business and weatherconditions, the ability to pass on the full impact of high wholesale heating oil prices to customers, the effects of high net customer attrition, conservation andother factors, most of which are beyond our control. See Item 1A—“Risk Factors.” Capital requirements, at least in the near term, are expected to be providedby cash flows from operating activities, cash on hand at September 30, 2007 or a combination thereof. To the extent future capital requirements exceed cashon hand plus cash flows from operating activities, we anticipate that working capital will be financed by our revolving credit facility as discussed below andrepaid from subsequent seasonal reductions in inventory and accounts receivable.DISCUSSION OF CASH FLOWSOperating ActivitiesFor fiscal 2007, cash provided by operating activities was $51.1 million, as compared to cash provided by operating activities of $18.4 million forfiscal 2006. The change of $32.7 million was due to an increase in cash from operations before changes in operating assets and liabilities of $21.4 million,lower cash requirements to finance accounts receivable of $9.6 million, and a positive change of $15.6 million relating to comparative inventory levelsreduced by $13.9 million in other operating asset changes. In July 2006, we entered into a preferred arrangement with a financial institution to finance ourshort-term installations, which accounted for the reduction in accounts receivable. On a comparable basis, operating activities were favorably impacted as weincreased our inventory levels in fiscal 2006 versus fiscal 2005 while inventory levels were only slightly higher at close of fiscal 2007. During the fourthquarter of fiscal 2006 and again in the fourth quarter of fiscal 2007, we increased our quantity of home heating oil inventory on hand to take advantage offavorable prices in the spot delivery and futures markets. As a result, at September 30, 2006 inventory increased by 11.2 million gallons to 32.5 milliongallons as compared to September 30, 2005. At September 30, 2007 we had 34.8 million gallons of inventory or 2.3 million gallons greater thanSeptember 30, 2006.For fiscal 2006, cash provided by operating activities was $18.4 million, as compared to cash used in operating activities of $54.9 million for fiscal2005. The change of $73.3 million was due to an increase in cash from operations before changes in operating assets and liabilities of $62.3 million, lowercash requirements to finance accounts receivable of $10.0 million and other net changes in operating assets and liabilities of $6.6 million. Net cash used inoperating activities on a comparable basis was negatively impacted by $5.6 million primarily due to an increase in quantity of home heating oil on hand atSeptember 30, 2006 versus September 30, 2005.Investing ActivitiesDuring fiscal 2007, we completed eight acquisitions with a total aggregate purchase price of $26.4 million and spent $4.9 million for fixed assets. Wereceived $1.9 million from the sale of certain assets.During fiscal 2006, we spent $5.4 million for fixed assets and received $2.2 million from the sale of certain fixed assets. Cash flow provided byinvesting activities was $467.3 million for fiscal 2005, primarily due to the sale of the propane segment in December 2004.During fiscal 2005, we completed the sale of the propane segment. The net proceeds, after deducting expenses, were approximately $466.4 million. Inaddition, we also finalized the sale of TG&E and recorded an additional $0.8 million in proceeds. During fiscal 2005, the heating oil segment spent $3.2million for capital expenditures and received proceeds from the sale of certain assets of $3.4 million. As a result, cash flow provided by investing activitieswas $467.2 million. For fiscal 2004, cash flows provided by investing activities were $6.4 million as the heating oil segment received $1.5 million from thesale of certain assets, spent $4.0 million capital expenditure, completed acquisitions totaling $3.5 million and received $12.5 million in cash from the sale ofthe TG&E segment.Financing ActivitiesFor fiscal 2007, cash flows used in financing activities were $0.1 million.For fiscal 2006, cash flows used in financing activities were $23.1 million, as the $50.2 million (net of expenses) raised in our recapitalization alongwith $46.3 million borrowed under our revolving credit facility, was used to repay $52.9 million previously borrowed under the revolving credit facility,repay long-term debt of $66.1 million, and pay $0.6 million to amend our bank facility. 33 Table of ContentsCash flows used in financing activities were $306.7 million for fiscal 2005. During fiscal 2005, $292.2 million of cash was provided from borrowingsunder our new revolving credit facility ($181.2 million) and previous credit facility ($111.0 million), which was used to repay $119.0 million borrowedunder our previous credit agreement and $174.6 million borrowed under the new agreement. Also, during fiscal 2005, we repaid $259.5 million in long-termdebt, paid $37.7 million in debt prepayment premiums and expenses and paid $8.0 million in fees and expenses related to refinancing our bank creditfacilities.FINANCING AND SOURCES OF LIQUIDITYWe have an asset-based revolving credit facility with a group of lenders, which provides us with the ability to borrow up to $260 million for workingcapital purposes (subject to certain borrowing base limitations and coverage ratios) including the issuance of up to $95 million in letters of credit. FromDecember through April of each year, we can borrow up to $360 million. Obligations under the revolving credit facility are secured by liens on substantiallyall of our assets including accounts receivable, inventory, general intangibles, real property, fixtures and equipment.Under the terms of the revolving credit facility, we must maintain at all times either availability (borrowing base less amounts borrowed and letters ofcredit issued) of $25 million or a fixed charge coverage ratio (as defined in the credit agreement) of not less than 1.1 to 1.0. As of September 30, 2007,availability was $173.5 million and the fixed charge coverage ratio was 3.7 to 1.0. As of September 30, 2007, $60.2 million in letters of credit wereoutstanding, primarily for current and future insurance reserves.The revolving credit facility does not restrict the number of individual acquisitions we may make in any fiscal year and there is no limit on theaggregate dollar amount of the acquisitions we may make in any fiscal year as long as we maintain certain financial ratios. Acquisitions in excess of $25million must be approved by the bank group. The Partnership’s borrowings under the revolving credit facility will largely depend upon the price of homeheating oil the volume sold during the heating season, and the derivative instruments used to hedge physical inventory, purchase commitments andanticipated volume to be sold to price protected customers. See Item 1A. Risk Factors – the high wholesale energy costs may adversely affect our liquidity.Annual maintenance capital expenditures are estimated to be approximately $5 to $7 million. We also have $172.8 million 10 1/4% senior notes due2013 outstanding as of September 30, 2007.As mentioned in Item 1.—Business Initiatives and Strategy, we plan to continue seeking to acquire other heating oil distributors. Currently we arereviewing several acquisition candidates.Partnership Distribution ProvisionsThere will be no mandatory distributions of available cash by us to the holders of our common units and general partner units before February 2009.(See Part II—Item 5. Market for Registrant’s Units and Related Matters—Partnership Distribution Provisions and Note 5 Quarterly Distribution of AvailableCash) 34 Table of ContentsContractual Obligations and Off-Balance Sheet ArrangementsWe have no special purpose entities or off balance sheet debt, other than operating leases entered into in the ordinary course of business.Long-term contractual obligations, except for our long-term debt obligations, are not recorded in our consolidated balance sheet. Non-cancelablepurchase obligations are obligations we incur during the normal course of business, based on projected needs.The table below summarizes the payment schedule of our contractual obligations at September 30, 2007 (in thousands): Payments Due by Year Total 1 Year Years2 and 3 Years4 and 5 More Than5 YearsLong-term debt obligations $172,750 $— $— $— $172,750Capital lease obligations (a) 510 230 280 — — Operating lease obligations (b) 51,525 8,119 14,559 9,354 19,493Purchase obligations (c) 9,873 6,467 2,699 635 72Interest obligations Senior Notes (d) 97,388 17,707 35,414 35,414 8,853Long-term liabilities reflected on the balance sheet (e) 5,505 395 764 700 3,646 $337,551 $32,918 $53,716 $46,103 $204,814(a)Represents various third party capital leases for trucks.(b)Represents various operating leases for office space, trucks, vans and other equipment from third parties.(c)Represents non-cancelable commitments as of September 30, 2007, including amounts due under employment agreements.(d)Reflects 10 1/4% interest obligations on our $172.8 million senior notes due February 2013.(e)Reflects long-term liabilities excluding a pension accrual of approximately $10.4 million. Under current prescribed regulatory minimum fundingrequirements, we have satisfied the minimum funding obligations related to our pension plans for fiscal 2007 and we estimate minimum cashcontributions of $2.4 million, $2.1 million, and $2.1 million for fiscal 2008, 2009 and 2010 respectively. The remaining long-term liabilities reflectedon the balance sheet represent the present value of amounts due subsequent to September 30, 2007 per the separation agreement entered into with aformer CEO in March 2005. At September 30, 2007, approximately $5.5 million is scheduled to be paid out to a former CEO over the term of theseparation agreement as follows: (i) $395,000 per year for five years following the termination date in March 2005, and (ii) $350,000 per year for 13years beginning with the month following the five-year anniversary of the termination date. The payments included by year in the tabular presentationabove, totaling $5.5 million, represents undiscounted payments and are therefore greater than the present value of these payments totaling $3.5 millionat September 30, 2007, which is part of the other long-term liabilities amount on the Balance Sheet.Recent Accounting PronouncementsIn July 2006, the Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48 “Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109.” In September 2006, the FASB issued Statement No. 157 “Fair Value Measurements.” In February 2007, theFASB issued Statement No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities.” (See Note 3. Summary of Significant AccountingPolicies – Recent Accounting Pronouncements)In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects ofPrior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, which addresses the process of quantifying financialstatement misstatements. The cumulative effect, if any, of applying the provisions of SAB No. 108 is reported as an adjustment to the beginning of the yearretained earnings. SAB No. 108 is effective for fiscal years ending after November 15, 2006, our fiscal year 2007. We adopted SAB 108 during the fourthquarter of fiscal year 2007. The adoption of SAB No. 108 did not have an impact on our consolidated financial position, results of operations or cash flows. 35 Table of ContentsIn September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFASNo. 158”), which requires an employer to (i) measure the funded status of a defined benefit postretirement plan as of the date of its fiscal year-end statement offinancial position, (ii) to recognize the overfunded or underfunded status of this plan as an asset or liability in its statement of financial position and (iii) torecognize changes in that funded status in the year which the changes occur through comprehensive income. We adopted SFAS No. 158 during the fourthquarter of fiscal year 2007. Since the Partnership in prior years consolidated and froze its defined benefit pension plans and recorded an additional pensionliability for their unfunded status and because we have historically measured the plan assets and benefit obligations as of our balance sheet date, the adoptionof SFAS No. 158 did not have an impact on our consolidated financial position, results of operations or cash flows. (See Note 15. Employee Benefit Plan)Critical Accounting EstimatesThe preparation of financial statements in conformity with Generally Accepted Accounting Principles requires management to establish accountingpolicies and make estimates and assumptions that affect reported amounts of assets and liabilities at the date of the Consolidated Financial Statements. StarGas evaluates its policies and estimates on an on-going basis. The Partnership’s Consolidated Financial Statements may differ based upon different estimatesand assumptions. The Partnership’s critical accounting estimates have been reviewed with the Audit Committee of the Board of Directors.Our significant accounting policies are discussed in Note 3 to the Consolidated Financial Statements. We believe the following are our criticalaccounting policies and estimates:Goodwill and Other Intangible AssetsWe calculate amortization using the straight-line method over periods ranging from five to ten years for intangible assets with definite useful livesbased on historical statistics. We use amortization methods and determine asset values based on our best estimates using reasonable and supportableassumptions and projections. From time to time, we engage a third party valuation firm to ascertain asset values for intangible assets. We assess the usefullives of intangible assets based on the estimated period over which we will receive benefit from such intangible assets such as historical evidence regardingcustomer churn rate. In some cases, the estimated useful lives are based on contractual terms. At September 30, 2007, we had $48.5 million of net intangibleassets subject to amortization. If circumstances required a change in estimated useful lives of the assets, it could have a material effect on results ofoperations. For example, if lives were shortened by one year, we estimate that amortization for these assets for fiscal 2007 would have increased byapproximately $2.5 million.SFAS No. 142 requires goodwill to be assessed at least annually for impairment. These assessments involve management’s estimates of future cashflows, market trends and other factors to determine the fair value of the reporting unit, which includes the goodwill to be assessed. If the carrying amount ofgoodwill exceeds its implied fair value and is determined to be impaired, an impairment charge is recorded to write-down goodwill to its fair value. AtSeptember 30, 2007, we had $181.5 million of goodwill. Intangible assets with finite lives must be assessed for impairment whenever changes incircumstances indicate that the assets may be impaired. Similar to goodwill, the assessment for impairment requires estimates of future cash flows related tothe intangible asset. To the extent the carrying value of the assets exceeds its future undiscounted cash flows, an impairment loss is recorded based on the fairvalue of the asset.We test the carrying amount of goodwill annually during the fourth fiscal quarter. During the second quarter of fiscal 2005, a number of eventsoccurred that indicated a possible impairment of goodwill. These events included: the determination in February 2005 that we could expect to generatesignificantly lower than expected operating results for the year and a significant decline in the Partnership’s unit price. As a result of these triggering eventsand circumstances, we completed an interim SFAS No. 142 impairment review with the assistance of a third party valuation firm as of February 28, 2005. Theevaluation utilized both an income and market valuation approach and contained reasonable assumptions and reflected management’s best estimate ofprojected future cash flows. This review resulted in a non-cash goodwill impairment charge of approximately $67 million, which reduced the carryingamount of goodwill in fiscal year 2005. As of August 31, 2007 and 2006, we performed our annual goodwill impairment valuation. Based upon the analysisperformed, we determined that there is no additional goodwill impairment as of August 31, 2007 and 2006. 36 Table of ContentsDepreciation of Property, Plant and EquipmentDepreciation is calculated using the straight-line method based on the estimated useful lives of the assets ranging from 1 to 40 years. Net property,plant and equipment was $41.7 million at September 30, 2007. If circumstances required a change in estimated useful lives of the assets, it could have amaterial effect on results of operations. For example, if the remaining estimated useful lives of these assets were shortened by one year, we estimate thatdepreciation for fiscal 2007 would have increased by approximately $2.0 million.Fair Values of DerivativesSFAS 133 established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in theconsolidated balance sheet as assets or liabilities. To the extent derivative instruments designated as cash flow hedges are effective and SFAS 133documentation requirements have been met, changes in fair value are recognized in other comprehensive income until the underlying hedged item isrecognized in earnings. Currently, the Partnership’s derivative instruments do not qualify for hedge accounting treatment.We have established the fair value of our derivative instruments using estimates determined by our counterparties and subsequently evaluated theminternally using established index prices and other sources. These values are based upon, among other things, future prices, volatility, time-to-maturity valueand credit risk. The values we report in our financial statements change as these estimates are revised to reflect actual results, changes in market conditions, orother factors, many of which are beyond our control. The factors underlying our estimates of fair value are impacted by actual results and changes inconditions, market and otherwise, which may be beyond our control.Defined Benefit ObligationsIn September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, anamendment of FASB Statements No. 87, 88, 106, and 132 (R)” (“SFAS No. 158”), which requires an employer to (i) measure the funded status of a definedbenefit postretirement plan as of the date of its fiscal year-end statement of financial position, (ii) to recognize the overfunded or underfunded status of thisplan as an asset or liability in its statement of financial position and (iii) to recognize changes in that funded status in the year which the changes occurthrough comprehensive income. We adopted SFAS No. 158 during the fourth quarter of fiscal year 2007. The adoption did not have an impact on ourconsolidated financial position, results of operations or cash flows.Under SFAS No. 87, “Employers’ Accounting for Pensions” as amended by SFAS No. 132 “Employers Disclosure about Pensions and OtherPostretirement Benefits” the Partnership is required to make assumptions as to the expected long-term rate of return that could be achieved on defined benefitplan assets and discount rates to determine the present value of the plans’ pension obligations. The Partnership evaluates these critical assumptions at leastannually.The discount rate enables the Partnership to state expected future cash flows at a present value on the measurement date. The rate is required torepresent the market rate for high-quality fixed income investments. A lower discount rate increases the present value of benefit obligations and increasespension expense in the following fiscal year. A 25 basis point decrease in the discount rated used for fiscal 2007 would have increased pension expense byapproximately $0.2 million and would have increased the pension liability by another $1.8 million. The discount rate used to determine net periodic pensionexpense was 5.75% in 2007, 5.5% in 2006 and 6.0% in 2005. The discount rate used in determining end of year pension obligations was 6.20% in 2007,5.75% in 2006, and 5.5% in 2005. These rates reflect the yield of high quality (AA or better rating by a recognized rating agency) corporate bonds whosecash flows are expected to match the timing and amounts of future benefit payments.We consider the current and expected asset allocations, as well as historical and expected returns on various categories of plan assets to determine ourexpected long-term rate of return on pension plan assets. The expected long-term rate of return on assets is developed with input from the Partnership’squalified actuaries. The long-term rate of return assumption used for determining net periodic pension expense for fiscals 2007 and 2006 was 8.25%. Afurther 25 basis point decrease in the expected return on assets would have increased pension expense in fiscal 2007 by approximately $0.1 million.Over the life of the plans, both gains and losses have been recognized by the plans in the calculation of annual pension expense. As of September 30,2007, $16.4 million of unrecognized losses remain to be recognized by the plans. These losses may result in increases in future pension expense as they arerecognized. 37 Table of ContentsIn addition, we participate in a number of trustee-managed multi-employer pension and health and welfare plans for employees covered undercollective bargaining agreements. The Partnership makes timely contributions as required by the plans. Several factors could result in potentially higherfuture contributions to these plans, including unfavorable investment performance, changes in demographics, and increased benefits to participants.Allowance for Doubtful AccountsWe periodically review past due customer accounts receivable balances. After giving consideration to economic conditions, overdue status and otherfactors, we establish an allowance for doubtful accounts, which is deemed sufficient to cover future potential losses. Actual losses could differ frommanagement’s estimatesInsurance ReservesWe currently self-insure a portion of workers’ compensation, auto and general liability claims. We establish reserves based upon expectations as towhat our ultimate liability may be for outstanding claims using developmental factors based upon historical claim experience, supplemented by a third-partyactuary. We periodically evaluate the potential for changes in loss estimates with the support of qualified actuaries. As of September 30, 2007, we hadapproximately $41.1 million of insurance reserves. The ultimate resolution of these claims could differ materially from the assumptions used to calculate thereserves, which could have a material adverse effect on results of operations. ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKWe are exposed to interest rate risk primarily through our bank credit facilities. We utilize these borrowings to meet our working capital needs. Duringfiscal 2007, we did not borrow under this facility.At September 30, 2007, we had outstanding borrowings totaling $173.9 million, none of which is subject to variable interest rates.We also selectively use derivative financial instruments to manage our exposure to market risk related to changes in the current and future market priceof home heating oil. The value of market sensitive derivative instruments is subject to change as a result of movements in market prices. Sensitivity analysisis a technique used to evaluate the impact of hypothetical market value changes. Based on a hypothetical ten percent increase in the cost of product atSeptember 30, 2007, the potential impact on our hedging activity would be to increase the fair market value of these outstanding derivatives by $12.7million to a fair market value of $21.9 million; and conversely a hypothetical ten percent decrease in the cost of product would decrease the fair market valueof these outstanding derivatives by $3.3 million to a fair market value of $5.9 million. ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAThe financial statements and financial statement schedules referred to in the index contained on page F-1 of this report are incorporated herein byreference. ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENONE ITEM 9A.CONTROLS AND PROCEDURES(a) Evaluation of disclosure controls and procedures.The General Partner’s principal executive officer and its principal financial officer evaluated the effectiveness of the Partnership’s disclosure controlsand procedures (as that term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended) as of September 30, 2007. Based on thatevaluation, such principal executive officer and principal financial officer concluded that the Partnership’s disclosure controls and procedures were effectiveas of September 30, 2007. For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer thatare designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act (15 U.S.C. 78a et seq.) isrecorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and proceduresinclude, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files orsubmits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officer, orpersons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 38 Table of Contents(b) Management’s Report on Internal Control over Financial Reporting.Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term in defined inExchange Act Rules 13a-15(f) under the Securities Exchange Act of 1934, as amended. Under the supervision of management and with the participation ofour management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internalcontrol over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizationsof the Treadway Commission. Based on our evaluation of internal Control over financial reporting, our management concluded that our internal control overfinancial reporting was effective as of September 30, 2007. The effectiveness of our internal control over financial reporting as of September 30, 2007 hasbeen audited by our independent registered public accounting firm, as stated in their report which is included herein.(c) Change in Internal Control over Financial Reporting.No change in the Partnership’s internal control over financial reporting occurred during the Partnership’s most recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect the Partnership’s internal control over financial reporting.(d) Other.The General Partner and the Partnership believe that a control system, no matter how well designed and operated, can not provide absolute assurancethat the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, ifany, within the Partnership have been determined. ITEM 9B.OTHER INFORMATIONEffective as of December 3, 2007, the Partnership entered into an employment agreement with Mr. Steven J. Goldman, confirming his May 31, 2007promotion to Senior Vice President of Operations. Pursuant to this agreement Mr. Goldman will receive a salary of $275,000 per annum. The agreement maybe terminated at any time by either party. If the Partnership terminates Mr. Goldman’s employment for reasons other than cause or if Mr. Goldman terminateshis employment for good reason, he will be entitled to one year’s salary as severance.Effective as of December 4, 2007, the Partnership entered into a Change in Control Agreement dated December 3, 2007 with Daniel P. Donovan, ChiefExecutive Officer and Richard F. Ambury, Chief Financial Officer. Under the terms of each agreement, if the above mentioned executive officer’semployment with the Partnership is terminated as a result of a change in control (as defined in the agreement) that executive officer will be entitled to apayment equal to two times their base annual salary in the year of such termination plus two times the average amount paid as a bonus and/or as profitsharing during the three years preceding the year of such termination.Effective as of December 5, 2007, Petroleum Heat and Power Co., Inc., an indirect subsidiary of the Partnership, entered into a sixth amendment to itsrevolving credit facility agreement with its bank lenders, which increased the aggregate commitment to $360,000,000 during the seasonal availabilityperiod, defined as December 1 of each year through April 30 of the following year.The descriptions of these agreement are qualified in their entirety to the text of the actual form of the agreements that are filed as exhibits hereto. 39 Table of Contents PART III ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEPartnership ManagementThe general partner of the Partnership is Kestrel Heat, LLC. The Board of Directors of Kestrel Heat, LLC is appointed by its sole member, KestrelEnergy Partners, LLC. Kestrel Energy Partners, LLC is a private equity investment partnership formed by Yorktown Energy Partners VI, L.P., Paul A.Vermylen and other investors.The Partnership’s operations are conducted through Petro Holdings, Inc. and its subsidiaries. Petro Holdings, Inc. is a corporation that is a wholly-owned subsidiary of Star/Petro, Inc., which is a wholly-owned subsidiary of the Partnership.Kestrel Heat, LLC as the general partner of the Partnership, oversees the activities of the Partnership. Unitholders do not directly or indirectlyparticipate in the management or operation of the Partnership or elect the directors of the general partner. The Board of Directors of the general partner hasadopted a set of Partnership Governance Guidelines in accordance with the requirements of the New York Stock Exchange. A copy of these Guidelines isavailable on the Partnership’s website at www.Star-Gas.com or a copy may be obtained without charge by contacting Richard F. Ambury, (203) 328-7300.As of November 29, 2007, Kestrel Heat, LLC and its affiliates owned an aggregate of 12,803,128 common units, representing 16.9% of the issued andoutstanding common units, and Kestrel Heat, LLC owned 325,729 general partner units.The general partner owes a fiduciary duty to the unitholders. However, our partnership agreement contains provisions that allow the general partner totake into account the interests of parties other than the Limited Partners in resolving conflict of interest, thereby limiting such fiduciary duty.Notwithstanding any limitation on obligations or duties, the general partner will be liable, as the general partner of the Partnership, for all debts of thePartnership (to the extent not paid by the Partnership), except to the extent that indebtedness or other obligations incurred by the Partnership are madespecifically non-recourse to the general partner.As is commonly the case with publicly traded limited partnerships, the general partner does not directly employ any of the persons responsible formanaging or operating the Partnership.Directors and Executive Officers of the General PartnerDirectors are appointed for one-year terms. The following table shows certain information for directors and executive officers of the general partner asof November 29, 2007: Name Age PositionPaul A. Vermylen, Jr. 60 Chairman, DirectorDaniel P. Donovan 61 President, Chief Executive Officer and DirectorRichard F. Ambury 50 Chief Financial OfficerSteven J. Goldman 47 Senior Vice President of OperationsRichard G. Oakley 47 Vice President and ControllerHenry D. Babcock (1) 67 DirectorC. Scott Baxter (1) 46 DirectorJoseph P. Cavanaugh 70 DirectorBryan H. Lawrence 65 DirectorSheldon B. Lubar 78 DirectorWilliam P. Nicoletti (1) 62 Director(1)Audit Committee member 40 Table of ContentsPaul A. Vermylen, Jr. Mr. Vermylen has been the Chairman and a director of Kestrel Heat since April 28, 2006. Mr. Vermylen is a founder of Kestrel and hasserved as its President and as a manager since July, 2005. Mr. Vermylen had been employed since 1971, serving in various capacities, including as a VicePresident of Citibank N.A. and Vice President-Finance of Commonwealth Oil Refining Co. Inc. Mr. Vermylen served as Chief Financial Officer of Meenan OilCo., L.P. from 1982 until 1992 and as President of Meenan Oil Co., L.P. until 2001, when Meenan was acquired by the Partnership. Since 2001, Mr. Vermylenhas pursued private investment opportunities. Mr. Vermylen serves as a director of certain non-public companies in the energy industry in which Kestrelholds equity interests including Downeast LNG, Inc. and Moneta Energy Services Ltd. Mr. Vermylen is a graduate of Georgetown University and has aM.B.A. from Columbia University.Daniel P. Donovan. Mr. Donovan has been Chief Executive Officer of Kestrel Heat since May 31, 2007 and has been President and director since April 28,2006. From April 28, 2006 to May 30, 2007 Mr. Donovan was also the Chief Operating Officer of Kestrel Heat. Mr. Donovan was President and ChiefOperating Officer of Star Gas from March 2005 until April 28, 2006. From May 2004 to March 2005 he was President and Chief Operating Officer of the StarGas heating oil segment. Mr. Donovan held various management positions with Meenan Oil Co. LP, from January 1980 to May 2004, including VicePresident and General Manager from 1998 to 2004. Mr. Donovan worked for Mobil Oil Corp. from 1971 to 1980. His last position with Mobil was Presidentand General Manager of its heating oil subsidiary in New York City and Long Island. Mr. Donovan is a graduate of St. Francis College in Brooklyn, NewYork and received an M.B.A. from Iona College.Richard F. Ambury. Mr. Ambury has been Chief Financial Officer, Treasurer and Secretary of Kestrel Heat since April 28, 2006. Mr. Ambury was ChiefFinancial Officer, Treasurer and Secretary of Star Gas from May 2005 until April 28, 2006. From November 2001 to May 2005, Mr. Ambury was VicePresident and Treasurer of Star Gas. From March 1999 to November 2001, Mr. Ambury was Vice President of Star Gas Propane, L.P. From February 1996 toMarch 1999, Mr. Ambury served as Vice President—Finance of Star Gas Corporation, the predecessor general partner. Mr. Ambury was employed by Petrofrom June 1983 through February 1996, where he served in various accounting/finance capacities. From 1979 to 1983, Mr. Ambury was employed by apredecessor firm of KPMG, a public accounting firm. Mr. Ambury has been a Certified Public Accountant since 1981 and is a graduate of Marist College.Steven J. Goldman. Mr. Goldman has been Senior Vice President of Operations of the Partnership since May 31, 2007. Mr. Goldman was Vice President ofOperations of Petro Holdings, Inc. from July 2004 until May 31, 2007. From February 2000 to June 2004, Mr. Goldman held various operating managementpositions with Petro Holdings, Inc. Prior to joining Petro Holdings, Inc. as a General Manager in 2000, Mr. Goldman worked for United Parcel Service from1982 to 2000. Mr. Goldman has also held various positions within the management of companies in industrial engineering and those with internationaloperations. Mr. Goldman is a graduate of the State University of New York at Stony Brook.Richard G. Oakley. Mr. Oakley has been Vice President and Controller of Kestrel Heat since May 22, 2006. From September 1982 until May 2006 he heldvarious positions with Meenan Oil Co. LP, most recently that of Controller since 1993. Mr. Oakley is a graduate of Long Island University.Henry D. Babcock. Mr. Babcock has been a director of Kestrel Heat since April 28, 2006. Mr. Babcock is Chairman of Train, Babcock Advisors LLC, aprivately-owned registered investment advisor. He joined the firm in 1976, became a partner in 1980 and CEO in 1999. Prior to this, he ran an affiliatedventure capital company that was active the in the U.S. and abroad. Mr. Babcock is a graduate of Yale University and received an MBA from ColumbiaUniversity. He serves on the Education Leadership Council of Save the Children and is a director of the Caumsett Foundation.C. Scott Baxter. Mr. Baxter has been a director of Kestrel Heat since April 28, 2006. Mr. Baxter is currently the Managing Director & Head of Global EnergyGroup for Houlihan Lokey Howard & Zukin, headquartered in New York City. Prior to Houlihan, he was the Managing Partner for Green River EnergyPartners, LLC. Green River was a principal investing firm, which invests in public and private equity in energy and was founded in 2005. From 2002 to 2005,he was a founding partner of Baxter Bold & Company, a corporate energy M&A and private equity advisory firm. From 1999 through 2001, he was Head ofAmericas for the Global Energy Investment Banking Group of JPMorgan. From 1989 to 1999, Mr. Baxter worked for Salomon Smith Barney’s Global EnergyInvestment Banking Group where he was a Managing Director. Mr. Baxter holds a B.S. degree in Economics from Weber State University where he graduatedcum laude, and received an MBA degree from the University of Chicago Graduate School of Business. From 2002 to 2005 Mr. Baxter was also an adjunctprofessor of finance at Columbia University’s Graduate School of Business.Joseph P. Cavanaugh. Mr. Cavanaugh has been a director of Kestrel Heat since April 28, 2006 and was Chief Executive Officer from April 28, 2006 toMay 31, 2007. Mr. Cavanaugh was Chief Executive Officer and a director of Star Gas from March 2005 until April 28, 2006. From December 2004, after thesale of the Partnership’s propane segment to Inergy L.P. to 41 Table of ContentsMarch 2005, Mr. Cavanaugh was employed by Inergy to direct the transition of the business to them. From March 1999 to December 2004 Mr. Cavanaughwas Chief Executive Officer of the Partnership’s propane segment. From December 1997 to March 1999, Mr. Cavanaugh served as President and ChiefExecutive Officer of Star Gas Corporation, a predecessor general partner. From October 1969 to December 1997, Mr. Cavanaugh held various financial andmanagement positions with Petro. Mr. Cavanaugh is a graduate of Iona College and received an MS from Pace University.Bryan H. Lawrence. Mr. Lawrence has been a director of Kestrel Heat since April 28, 2006 and as a manager of Kestrel since July, 2005. Mr. Lawrence is afounder and senior manager of Yorktown, the manager of the Yorktown group of investment partnerships, which make investments in companies engaged inthe energy industry. The Yorktown partnerships were formerly affiliated with the investment firm of Dillon, Read & Co. Inc., where Mr. Lawrence had beenemployed since 1966, serving as a Managing Director until the merger of Dillon Read with SBC Warburg in September 1997. Mr. Lawrence also serves as adirector of Approach Resources, Inc., Crosstex Energy, Inc., Hallador Petroleum Company (each a United States publicly traded company), Winstar ResourcesLtd. (a Canadian public company) and certain non-public companies in the energy industry in which Yorktown partnerships hold equity interests.Mr. Lawrence also serves as a director of Crosstex Energy GP, LLC, the general partner of Crosstex Energy, L.P. (a United States publicly traded company).Mr. Lawrence is a graduate of Hamilton College and received an M.B.A. from Columbia University.Sheldon B. Lubar. Mr. Lubar has been a director of Kestrel Heat since April 28, 2006 and a manager of Kestrel since July, 2005. Mr. Lubar has been Chairmanof the board of Lubar & Co. Incorporated, a private investment and venture capital firm he founded, since 1977. He was Chairman of the board of ChristianaCompanies, Inc., a logistics and manufacturing company, from 1987 until its merger with Weatherford International in 1995. Mr. Lubar had also beenChairman of Total Logistics, Inc., a logistics and manufacturing company until its acquisition in 2005 by SuperValu Inc. He has served as a director of GrantPrideco, Inc., an energy services company, since 2000; Weatherford International, Inc., an energy services company, since 1995; Crosstex Energy, Inc. sinceJanuary 2004; Approach Resources, Inc. since June 2007 and Crosstex Energy GP, LLC, the General Partner of Crosstex Energy, L.P. He is also a director ofseveral private companies. Mr. Lubar holds a bachelor’s degree in Business Administration and a Law degree from the University of Wisconsin-Madison. Hewas awarded an honorary Doctor of Commercial Science degree from the University of Wisconsin-Milwaukee.William P. Nicoletti. Mr. Nicoletti has been a director of Kestrel Heat since April 28, 2006. Mr. Nicoletti was the non-executive chairman of the board of StarGas from March 2005 until April 28, 2006. Mr. Nicoletti was a director of Star Gas from March 1999 until April 28, 2006 and was a director of Star GasCorporation, the predecessor general partner from November 1995 until March 1999. He is Managing Director of Nicoletti & Company, Inc., a privateinvestment banking firm. Mr. Nicoletti was formerly a senior officer and head of Energy Investment Banking for E. F. Hutton & Company, Inc., PaineWebberIncorporated and McDonald Investments, Inc. Mr. Nicoletti is a director of MarkWest Energy Partners, L.P. Mr. Nicoletti is a graduate of Seton HallUniversity and received an M.B.A. from Columbia University.Director IndependenceIt is the policy of the Board of Directors that the number of independent Directors that comprise the Board shall at all times equal at least threeDirectors or such higher number as may be necessary to comply with the applicable federal securities law requirements. For the purposes of this policy,“independent director” shall have the meaning set forth in Section 10A(m) of the Securities Exchange Act of 1934, as amended, any applicable stockexchange rules and the rules and regulations promulgated in the Partnership governance guidelines available on its webpage www.Star-Gas.com. Messrs.Nicoletti, Babcock, and Baxter are independent Directors.Meetings of DirectorsDuring fiscal 2007, the Board of Directors of Kestrel Heat, LLC met eight times. All directors attended each meeting except for one meeting where threedirectors did not attend.Committees of the Board of DirectorsKestrel Heat, LLC’s Board of Directors has one standing committee, the Audit Committee. Its members are appointed by the Board of Directors for aone-year term and until their respective successors are elected. The NYSE corporate governance standards do not require limited partnerships to have aNominating or Compensation Committee. 42 Table of ContentsAudit CommitteeWilliam P. Nicoletti, Henry D. Babcock and C. Scott Baxter have been appointed to serve on the Audit Committee of the general partner’s Board ofDirectors. Kestrel Heat, LLC’s Board of Directors has adopted an Audit Committee Charter. A copy of this charter is available on the Partnership’s website atwww.Star-Gas.com or a copy may be obtained without charge by contacting Richard F. Ambury (203)328-7300. The Audit Committee reviews the externalfinancial reporting of the Partnership, selects and engages the Partnership’s independent registered public accountants and approves all non-auditengagements of the independent registered public accountants.Members of the Audit Committee may not be employees of Kestrel Heat, LLC’s or its affiliated companies and must otherwise meet the New YorkStock Exchange and SEC independence requirements for service on the Audit Committee. The Board of Directors has determined that Messrs. Nicoletti,Babcock and Baxter are independent directors in that they do not have any material relationships with the Partnership (either directly, or as a partner,shareholder or officer of an organization that has a relationship with the Partnership) and they otherwise meet the independence requirements of the NYSEand the SEC. The Partnership’s Board of Directors has also determined that at least one member of the Audit Committee, Mr. Nicoletti, meets the SEC criteriaof an “audit committee financial expert.”During fiscal 2007, the Audit Committee of Kestrel Heat, LLC met eleven times. All members attended each meeting.Reimbursement of Expenses of the General PartnerThe general partner does not receive any management fee or other compensation for its management of the Partnership. The general partner isreimbursed for all expenses incurred on behalf of the Partnership, including the cost of compensation, which is properly allocable to the Partnership. ThePartnership’s partnership agreement provides that the general partner shall determine the expenses that are allocable to the Partnership in any reasonablemanner determined by the general partner in its sole discretion. In addition, the general partner and its affiliates may provide services to the Partnership forwhich a reasonable fee would be charged as determined by the general partner. There were no reimbursements in fiscal year 2007.Adoption of Code of Business Conduct and EthicsThe Partnership has adopted a written Code of Business Conduct and Ethics that applies to the Partnership’s officers, directors and employees. A copyof the Code of Business Conduct and Ethics is available on the Partnership’s website at www.Star-Gas.com or a copy may be obtained without charge, bycontacting Richard F. Ambury, (203) 328-7300.Section 16(a) Beneficial Ownership Reporting ComplianceBased on copies of reports furnished to us, except as set forth below, we believe that during fiscal year 2007, all reporting persons complied with theSection 16(a) filing requirements applicable to them. Due to a delay in receiving an SEC electronic ID number, a Form 3 was filed late on behalf of Steven J.Goldman on June 20, 2007.Non-Management Directors and Shareholder CommunicationsThe non-management directors on the Board of Directors of the general partner are Messrs. Cavanaugh, Babcock, Baxter, Lawrence, Lubar, Nicolettiand Vermylen. The non-management directors have selected Mr. Vermylen, the Chairman of the Board, to serve as lead director to chair executive sessions ofthe non-management directors. Unitholders interested in contacting the non-management directors as a group may do so by contacting Paul A. Vermylen, Jr.c/o Star Gas Partners, L.P., 2187 Atlantic Street, Stamford, CT 06902.Officer Certification RequirementsThe Partnership’s chief executive officer submitted to the NYSE the CEO certification required pursuant to Section 303A 12(a) of the NYSE rules forthe fiscal year ended September 30, 2006.This annual report on Form 10-K includes as exhibits the certifications of the Partnership’s chief executive officer and chief financial officer requiredunder Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated there under. 43 Table of ContentsITEM 11.EXECUTIVE COMPENSATIONCOMPENSATION DISCUSSION AND ANALYSISThe Partnership’s Amended and Restated Agreement of Limited Partnership provides that the general partner of the Partnership, Kestrel Heat, LLC,shall conduct, direct and manage all activities of the Partnership. The limited liability company agreement of the general partner provides that the business ofthe general partner shall be managed by a Board of Directors. The responsibility of the Board is to supervise and direct the management of the Partnership inthe interest and for the benefit of the Partnership’s unitholders. Among the Board’s responsibilities is to regularly evaluate the performance and to approvethe compensation of the Chief Executive Officer and, with the advice of the Chief Executive Officer, regularly evaluate the performance of key executives.As a limited partnership that is listed on the New York Stock Exchange, the Partnership is not required to have a Compensation Committee. Since theChairman of the general partner and the majority of the Board are not employees, the Board determined that it has adequate independence to act in thecapacity of a Compensation Committee to establish and review the compensation of the Partnership’s executive officers and directors. The Board iscomprised of Paul A. Vermylen Jr. (Chairman), Daniel P. Donovan (President and Chief Executive Officer), Henry D. Babcock, C. Scott Baxter, Joseph P.Cavanaugh (Former Chief Executive Officer), Bryan H. Lawrence, Sheldon B. Lubar, and William P. Nicoletti.Throughout this Report, each person who served as chief executive officer (“CEO”) during fiscal 2007, each person who served as chief financialofficer (“CFO”) during fiscal 2007 and the two other most highly compensated executive officers serving at September 30, 2007 (there being no otherexecutive officers who earned more than $100,000 during fiscal 2007) are referred to as the “named executive officers” and are included in the SummaryCompensation Table below.Compensation Philosophy and PoliciesThe primary objectives of the Partnership’s compensation program, including compensation of the named executive officers, are to attract and retainhighly qualified officers, employees and directors and to reward individual contributions to our success. The Board of Directors considers the followingpolicies in determining the compensation of the named executive officers: • compensation should be related to the performance of the individual executive and the performance measured against both financial andnon-financial achievements; • compensation levels should be competitive to ensure that we will be able to attract, motivate and retain highly qualified executiveofficers; and • compensation should be related to improving unitholder value.Compensation MethodologyThe elements of the Partnership’s compensation program for named executive officers are intended to provide a total incentive package designed todrive performance and reward contributions in support of business strategies at the Partnership and operating unit level. Subject to the terms of employmentagreements that have been entered into with the named executive officers, all compensation determinations are discretionary and subject to the decision-making authority of the Board of Directors. The Partnership benchmarks its compensation program against its peer group, which includes Amerigas Partners,L.P., Suburban Propane Partners, L.P., Inergy Holdings, L.P. and Ferrellgas Partners, L.P.Elements of Executive CompensationFor the fiscal year ended September 30, 2007, the principal components of compensation for the named executive officers were: • base salary; • annual discretionary profit sharing allocation; • long-term management incentive compensation plan; 44 Table of Contents • retirement and health benefits.Base SalaryThe Board of Directors establishes base salaries for the named executive officers based on: • The historical salaries for services rendered to the Partnership and responsibilities of the named executive officer. • The salaries of equivalent executive officers in other energy related master limited partnerships. • The prevailing levels of compensation and cost of living in which the named executive officer works.Annual Discretionary Profit Sharing AllocationsAnnual discretionary profit sharing allocations are determined based on the Partnership’s performance relative to its annual profit plan and otherquantitative and qualitative goals.At the end of each year, our CEO performs a quantitative and qualitative assessment of the Partnership’s performance relative to its budget. Keyquantitative measures include earnings before interest, taxes, depreciation and amortization, excluding items affecting comparability (“adjusted EBITDA”)and customer attrition, relative to the budgeted amounts.Based on such assessment, our CEO submits recommendations to the Board of Directors for bonuses to named executive officers, taking into accountthe relative contribution of the individual officer. There are no set formulas for determining the annual discretionary bonus for named executive officers.Factors considered by our CEO in determining the level of bonus in general include (i) whether or not we achieved the budgeted goals for the year and anymaterial shortfalls or superior performances relative to expectations; (ii) the level of difficulty associated with achieving such objectives based on theopportunities and challenges encountered during the year; (iii) significant transactions or accomplishments for the period not included in the goals for theyear. Our CEO takes these factors into consideration as well as the relative contributions of each of the named executive officers to the year’s performance indeveloping his recommendations for bonus amounts.These recommendations are submitted to the Board for its review and approval. Similarly, the Board of Directors assesses the CEO’s contributiontoward meeting the Partnership’s goals, and determines a bonus for the CEO it believes to be commensurate with such contribution.Long-Term Management Incentive Compensation PlanThe long-term compensation structure is intended to align the employee’s performance with the long-term performance of our unitholders. The Boardof Directors of Kestrel Heat adopted the Management Incentive Compensation Plan (the “Plan”) for employees of the Partnership. Under the Plan, employeeswho participate shall be entitled to receive a pro rata share of an amount in cash up to: • 50% of the Incentive Distributions (as defined in the Partnership Agreement) otherwise distributable to Kestrel Heat pursuant to the PartnershipAgreement; and • 50% of the cash proceeds (the “Gains Interest”) which Kestrel Heat shall receive from the sale of its General Partner Units (as defined in thePartnership Agreement), less expenses and applicable taxes.To fund the benefits under the Plan, Kestrel Heat has agreed to forego receipt of up to 50% of incentive distributions to which it would be entitled inexcess of minimum quarterly distributions. Amounts payable to management under this Plan will be treated as compensation and will reduce both EBITDAand net income. Kestrel Heat has also agreed to contribute to the Partnership, as a contribution to capital, an amount equal to the Gains Interest payable toparticipants in the Plan by the Partnership. The Partnership is not required to reimburse Kestrel Heat for amounts payable pursuant to the Plan.The Plan is administered by the Partnership’s Chief Financial Officer under the direction of the Board or by such other officer as the Board may fromtime to time direct. Employees that participate in the Plan is under the sole discretion of the Board of Directors.The Partnership is not required under its partnership agreement to make any distributions until after September 30, 2008. The amount of any futuredistribution is based on the results of each future fiscal quarter. While certain management employees have already been allocated participation points, thePlan’s value attributable to the Incentive Distributions cannot be determined until fiscal 2009, the first year distributions begin to accrue and when (if any)Incentive Distributions (distributions in excess of the minimum quarterly distributions) can be calculated and expected to be made. With regard to the GainsInterest, Kestrel Heat has not given any indication that it will sell its General Partner Units within the next twelve months, and its value has not beendetermined. Thus the Plan’s value attributable to the Gains Interest currently cannot be determined. 45 Table of ContentsRetirement and Health BenefitsThe Partnership offers a health and welfare and retirement program to all eligible employees. The named executive officers are generally eligible for thesame programs on the same basis as other employees of the Partnership. The Partnership maintains a tax-qualified 401(k) retirement plan that provideseligible employees with an opportunity to save for retirement on a tax advantage basis. Under the Partnership’s 401(k) plan, subject to IRS limitations, eachparticipant can contribute from 1.0% to 17.0% of compensation. The Partnership makes a 4% (to a maximum of 5.5% for participants who had 10 or moreyears of service at the time the Defined Benefit Plans were frozen and who have reached the age 55) core contribution of a participant’s compensation andmatches 2/3 of each amount a participant contributes up to a maximum of 2.0% of a participant’s compensation, also subject to IRS limitations.In addition, the Partnership has two frozen defined benefit pension plans that were maintained for all its eligible employees, including the namedexecutive officers. The present value of accumulated benefits under these frozen defined benefit pension plans for each named executive officer is providedin the table labeled, Pension Plans Pursuant to Which Named Executive Officers Have an Accumulated Benefit But Are Not Currently Accruing Benefits.Fiscal 2007 Compensation DecisionsFor fiscal 2007, the foregoing elements of compensation were applied as follows:Base SalaryIn fiscal 2007, Mr. Donovan’s salary was increased from $300,000 to $375,000 in connection with his appointment as the Partnership’s ChiefExecutive Officer and Mr. Goldman’s salary was increased from $237,500 to $275,000 in connection with his appointment as Senior Vice PresidentOperations. These increases reflected an increase in the responsibilities of these officers as well as the Board’s satisfaction with the performances of theseofficers and were determined in accordance with the previously discussed compensation methodology. Changes to the salaries of other named executiveofficers are as follows: Mr. Oakley’s salary was increased from $190,000 to $195,700 reflecting his performance based merit increase for fiscal year 2007.Annual Discretionary Profit Sharing AllocationBased on our CEO’s annual performance review and the individual performance of each of our named executive officers, our board approved theannual profit sharing allocation reflected in the “Summary Compensation Table” and notes thereto. The aggregate bonus amounts reflected in the SummaryCompensation Table are approximately 51% to 92% higher than amounts for fiscal 2006. The Partnership’s primary performance measure is adjustedEBITDA. Adjusted EBITDA for profit sharing allocation purposes in fiscal year 2007 exceed fiscal year 2006 by $14.3 million or 26% and exceeded internalexpectations by $17.6 million or 34%Long-Term Management Incentive Compensation PlanIn October 2006, the Board awarded 1,000 participation points in the Plan to certain officers, including the following points to the following currentand former named executive officers: Joseph Cavanaugh-233 1/ 3, Dan Donovan-233 1/3, Richard Ambury-233 1/3, and Steven Goldman-100.In fiscal year 2007, Mr. Cavanaugh’s points were reallocated as provided for in the Plan and additional participation points were given to certainofficers, increasing the Plan’s total participation points to 1,025. The named executive officers have participation points in the Plan as follows: DanDonovan-300, Richard Ambury-235, Steven Goldman-150, and Richard Oakley-30.Retirement and Health Benefits.There were no changes to the retirement and health benefits applicable to the named executive officers in fiscal 2007.Employment Contracts and Service AgreementsAgreement with Daniel P. DonovanThe Partnership entered into an employment agreement with Mr. Donovan effective as of May 31, 2007. Mr. Donovan’s employment agreement has aterm of three-years ending on May 31, 2010, or unless otherwise terminated in accordance with the employment agreement. Mr. Donovan will serve asPresident and Chief Executive Officer of the 46 Table of ContentsPartnership and its subsidiaries. The employment agreement provides for an annual base salary of $375,000. The employment agreement provides for oneyear’s salary as severance if Mr. Donovan’s employment is terminated without cause or by Mr. Donovan for good reason.Agreement with Richard F. AmburyEffective May 4, 2005, Petro entered into an employment agreement with Richard F. Ambury pursuant to which Mr. Ambury will be employed by Petrofor a three-year term ending on May 3, 2008. Mr. Ambury will serve as Vice President and Chief Financial Officer of both Petro and the general partner of thePartnership. The agreement provides for an annual base salary of $236,333 and a performance-based bonus of up to 40% of his base salary or such higherpercentage as shall be applicable to Petro’s chief operating officer. In addition to the performance-based bonus, Mr. Ambury will receive a payment of$50,000 on the last day of each 12-month period during the term. If Mr. Ambury’s employment is terminated without cause or Mr. Ambury terminates hisemployment for good reason, Mr. Ambury would be entitled to severance compensation of $286,333.Agreement with Steven GoldmanEffective May 31, 2007 Steven Goldman was appointed the Senior Vice President of Operations of the Partnership. Mr. Goldman’s annual base salary is$275,000. On December 3, 2007 Mr. Goldman entered into an employment agreement that provides for one year’s salary as severance if his employment isterminated without cause or by Mr. Goldman for good reason.Agreement with Richard G. OakleyEffective May 22, 2006, the Partnership entered into an employment agreement with Mr. Richard G. Oakley pursuant to which Mr. Oakley will beemployed for a three-year term ending on May 21, 2009. Mr. Oakley will serve as Vice President – Controller of the Partnership. The agreement provides foran annual base salary of $190,000 and a performance-based bonus of up to 25% of his base salary or such higher percentage as may be applicable. If thePartnership terminates Mr. Oakley’s employment for reasons other than cause, he will be entitled to one year’s salary as severance.Change In Control AgreementOn December 4, 2007, the Board of Directors authorized us and our general partner to enter into a Change In Control Agreement with the followingexecutive officers: Mr. Donovan, Chief Executive Officer and Mr. Ambury, Chief Financial Officer. Under the terms of each agreement, if the abovementioned executive officer’s employment with us is terminated as a result of a change in control (as defined in the agreement) that executive officer will beentitled to a payment equal to two times their base annual salary in the year of such termination plus two times the average amount paid as a bonus and/or asprofit sharing during the three years preceding the year of such termination. The term change in control means the present equity owners of Kestrel and theiraffiliates collectively cease to beneficially own equity interests having the voting power to elect at least a majority of the members of the board of directors orother governing board of the general partner of the Partnership or any successor entity to the Partnership. If a change in control were to have occurred as ofSeptember 30, 2007, Mr. Donovan would have received a payment of $1.2 million and Mr. Ambury would have received a payment of $0.9 million.Indemnification AgreementsWe have entered into an indemnification agreement with each of our directors and senior executives. These agreements provide for us to, among otherthings, indemnify such persons against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expensesincurred as a result of a proceeding as to which they may be indemnified and to cover such person under any directors’ and officers’ liability insurance policywe choose, in our discretion, to maintain. These indemnification agreements are intended to provide indemnification rights to the fullest extent permittedunder applicable indemnification rights statutes in the State of Delaware and are in addition to any other rights such person may have under our partnershipagreement and the operating agreement of our general partner, and applicable law. We believe these indemnification agreements enhance our ability toattract and retain knowledgeable and experienced executives and independent, non-management directors.Fiscal 2008 Profit Sharing PoolIn October 2007, the Board of Directors authorized a profit sharing pool equal to 6% of Adjusted EBITDA (as defined below) for fiscal year 2008 to beallocated by a Profit Sharing Committee (as defined below) among and paid to certain 47 Table of Contentsemployees of the Partnership’s direct and indirect subsidiaries to be selected by the Profit Sharing Committee based upon achievement of company goals aswell as divisional and/or individual performance goals and financial targets to be established by the Profit Sharing Committee, subject to the following:(A) No profit sharing will be paid with respect to fiscal 2008 unless the Partnership achieves actual Adjusted EBITDA for fiscal 2008 of at least 70% ofthe amount of budgeted Adjusted EBITDA for fiscal 2008.(B) (i) The Term “Adjusted EBITDA” means EBITDA of the Partnership as reported in its Form 10-K plus to the extent deducted from revenues indetermining consolidated net income (loss) (i) any expense attributable to payments under the authority of this resolution (ii) any expense attributable to theManagement Incentive Plan (iii) any negative EBITDA attributable to Negative Acquisitions; (iv) any extraordinary losses (v) any Attrition Adjustment and(vi) any non-cash charges (including any non-cash impact of FASB 133) minus to the extent included in consolidated net income (loss) (i) any gainattributable to the non-cash impact of FASB 133 and (ii) any extraordinary gains.(ii) The term “Negative Acquisitions” means an acquisition made during the fiscal year that, as a result of the timing of the acquisition resultedin negative EBITDA for such acquisition for the fiscal year.(iii) The term “Attrition Adjustment” means the Net Account Attrition for the Partnership multiplied by the weighted average of EBITDA peraccount for the entire Partnership as determined by the Profit Sharing Committee times 4.5.(iv) The term “Net Account Attrition” means the excess if any of the number of residential and commercial #2 oil accounts on the first day of thefiscal year reduced by budgeted account attrition for the fiscal year over the actual number of such accounts on the last day of the fiscal year, excludingacquisitions, as determined by the Profit Sharing Committee.(C) The Profit Sharing Committee shall consist of the Chief Executive Officer, the Chief Financial Officer of the Partnership and such other members ofsenior management as may be designated by them.(D) No officer of the Partnership will participate in the profit sharing pool and no profit sharing payment will be paid to any officer, without priorapproval of the Board of Directors. The term “Officer” shall mean any person elected by the Board of Directors, or the board of directors of any subsidiary ofthe Partnership, to the position of Vice President or a higher position.Any profit sharing payment will be made no later than March 15 of the calendar year subsequent to the calendar year in which it is determined.Board of Directors ReportThe Board of Directors of the general partner of the Partnership does not have a separate compensation committee. Executive compensation isdetermined by the Board of Directors. Mr. Donovan is President, Chief Executive Officer and a Director. Mr. Cavanaugh is a Director and a Former ChiefExecutive Officer who retired on May 31, 2007.The Board of Directors reviewed and discussed with the Partnership’s management the Compensation Discussion and Analysis contained in this annualreport on Form 10-K. Based on that review and discussion, the Board of Directors recommends that the Compensation Discussion and Analysis be included inthe Partnership’s annual report on Form 10-K for the year ended September 30, 2007.Paul A. Vermylen, Jr.Daniel P. DonovanHenry D. BabcockC. Scott BaxterJoseph P. CavanaughBryan H. LawrenceSheldon B. LubarWilliam P. Nicoletti 48 Table of ContentsExecutive Compensation TableThe following table sets forth the annual salary, bonus and all other compensation awards earned and accrued by the named executive officers in thefiscal year. Summary Compensation TableName and Principal Position Year Salary Bonus (1) UnitAwards OptionAwards Non-EquityIncentivePlanComp. Change inPensionValue andNonqualifiedDeferredComp.Earnings All OtherComp. (6) TotalDaniel P. Donovan (2) 2007 $325,288 $375,000 — — — $6,665 $32,905 $739,858President and Chief Executive Officer Joseph P. Cavanaugh (3) 2007 $190,295 $— — — — $22,120 $9,579 $221,994Former Chief Executive Officer Richard F. Ambury (4) 2007 $286,333 $286,000 — — — $(4,043) $22,624 $590,914Chief Financial Officer Steven J. Goldman (5) 2007 $244,561 $200,000 — — — $— $29,415 $473,976Senior Vice President of Operations Richard G. Oakley 2007 $190,000 $96,000 — — — $(6,595) $26,703 $306,108Vice President - Controller (1)Amounts represent Annual Discretionary Profit Sharing Allocation earned during the fiscal year.(2)In connection with Mr. Donovan’s appointment to Chief Executive Officer on May 31, 2007, his annual base salary was increased to $375,000.(3)Mr. Cavanaugh retired on May 31, 2007. He continues to serve as a director of the general partner of the Partnership.(4)Mr. Ambury’s base salary includes a $50,000 retention payment as per his employment agreement.(5)In connection with Mr. Goldman’s appointment to Senior Vice President of Operations on May 31, 2007, his annual base salary was increased to$275,000.(6)All other compensation is subdivided as follows: Name Company Match andCore Contribution to401 (K) Plan ($) Car Allowance orMonetary Value forPersonal Use ofCompany OwnedVehicle ($) Total ($)Daniel P. Donovan 16,775 16,130 32,905Joseph P. Cavanaugh 9,579 — 9,579Richard F. Ambury 13,399 9,225 22,624Steven J. Goldman 13,466 15,949 29,415Richard G. Oakley 13,803 12,900 26,703 49 Table of ContentsGrants of Plan-Based AwardsNoneOutstanding Equity Awards at Fiscal Year-EndNoneOption Exercises and Stock VestedNonePension Plans Pursuant to Which Named Executive Officers Have an Accumulated Benefit But Are Not Currently Accruing Benefits Name and Principal Position Plan Name Number of YearsCredited Service Present Value ofAccumulated Benefit Payments DuringLast Fiscal YearDaniel P. Donovan, Retirement Plan 21 $556,830 $— Joseph P. Cavanaugh* Retirement Plan 27 $1,032,412 $38,991Richard F. Ambury Retirement Plan 13 $88,603 $— Supplemental EmployeeRetirement Plan $16,957 $— Steve Goldman Retirement Plan — $— $— Richard G. Oakley Retirement Plan 19 $129,484 $— *Mr. Cavanaugh retired on May 31, 2007. He continues to serve as a director of the general partner of the Partnership.Nonqualified Defined Contribution and Other Nonqualified Deferred Compensation PlansNonePotential Payments upon TerminationIf Mr. Donovan’s employment is terminated by the Partnership for reasons other than for cause or if Mr. Donovan terminates his employment for goodreason prior to May 31, 2010, he will be entitled to receive one-year’s salary as severance. For 12 months following the termination of his employment,Mr. Donovan is prohibited from competing with the Partnership or from becoming involved either as an employee, as a consultant or in any other capacity, inthe sale of heating oil or propane on a retail basis.If Mr. Ambury’s employment is terminated for cause or if Mr. Ambury terminates his employment because the Partnership has committed a materialbreach of his employment agreement, prior to May 3, 2008, he will be entitled to receive a severance payment of $286,333.If Mr. Goldman’s employment is terminated by the Partnership for reasons other than for cause, or if Mr. Goldman terminates his employment for goodreason prior to May 21, 2009, he will be entitled to receive one-years salary as severance. For 12 months following the termination of his employment,Mr. Goldman is prohibited from competing with the Partnership or from becoming involved either as an employee, as a consultant or in any other capacity, inthe sale of heating oil or propane on a retail basis.If Mr. Oakley’s employment is terminated by the Partnership without cause, prior to May 21, 2009, he will be entitled to receive one-year’s salary asseverance. For 12 months following the termination of his employment, Mr. Oakley is prohibited from competing with the Partnership or from becominginvolved either as an employee, as a consultant or in any other capacity, in the sale of heating oil or propane on a retail basis. 50 Table of ContentsThe employment agreements of the foregoing officers also require that they not reveal confidential information of the Partnership and that they not(except in the case of Mr. Ambury) seek to solicit employees of the Partnership within twelve months following the termination of their employment.Compensation of Directors Director Compensation TableName FeesEarnedor Paidin Cash UnitAwards OptionAwards Non-EquityIncentivePlanCompensation Change inPensionValue andNonqualifiedDeferredCompensationEarnings All OtherCompensation TotalPaul A. Vermylen, Jr. (1) $129,000 — — — $5,232 — $134,232Joseph P. Cavanaugh (2) $11,250 — — — — — $11,250Daniel P. Donovan (3) — — — — — — $— Henry D. Babcock (4) $51,750 — — — — — $51,750C. Scott Baxter (4) $51,750 — — — — — $51,750Bryan H. Lawrence (5) — — — — — — $— Sheldon B. Lubar $33,750 — — — — — $33,750William P. Nicoletti (6) $58,500 — — — — — $58,500(1)Mr. Vermylen is non-executive Chairman of the Board.(2)Mr. Cavanaugh was a management director until May 31, 2007, when he retired and was not compensated as a director prior to this date. BeginningJune 1, 2007, Mr. Cavanaugh is compensated as a director of the general partner of the Partnership and since the fee earned as a director are paidsubsequent to his retirement, they are not included on the summary compensation table.(3)Mr. Donovan is a management director the change in his pension value is already included in the summary compensation table.(4)Mr. Babcock and Mr. Baxter are Audit Committee members.(5)Mr. Lawrence has chosen not to receive any fees as a director of the general partner of the Partnership.(6)Mr. Nicoletti is Chairman of the Audit Committee.Each non-management director receives an annual fee of $27,000 plus $1,500 for each regular meeting attended and $750 for each telephonic meetingattended. The Chairman of the Audit Committee receives an annual fee of $12,000 while other Audit Committees members receive an annual fee of $6,000.Each member of the Audit Committee receives $1,500 for every regular meeting attended and $750 for every telephonic meeting attended. The non-executive chairman of the Board receives an annual fee of $120,000. 51 Table of ContentsITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTThe following table shows the beneficial ownership as of November 30, 2007 of common units and general partner units by:(1) Kestrel and certain beneficial owners;(2) each of the named executive officers and directors of Kestrel Heat;(3) all directors and executive officers of Kestrel Heat as a group; and(4) each person the Partnership knows to hold 5% or more of the Partnership’s units.Except as indicated, the address of each person is c/o Star Gas Partners, L.P. at 2187 Atlantic Street, Stamford, Connecticut 06902-0011. Common Units General Partner Units Name Number Percentage Number Percentage Kestrel (a) 12,803,128 16.90% 325,729 100.00%Paul A. Vermylen, Jr. — — Daniel P. Donovan — — Steven J. Goldman — Richard F. Ambury 2,125 * Richard G. Oakley — — Henry D. Babcock 41,121 * C. Scott Baxter — — Joseph P. Cavanaugh — — Bryan H. Lawrence — — Sheldon B. Lubar — — William P. Nicoletti 20,252 * All officers and directors and Kestrel Heat, LLC as a group (11 persons) 12,866,626 16.98% 325,729 100.00%MacKay Shields, LLC (b) 8,538,240 11.27% Bandera Partners LLC (c) 4,265,550 5.63% (a)Includes (i) 500,000 common units and 325,729 general partner units owned by Kestrel Heat, and (ii) 12,303,128 common units owned by KM2, as towhich Kestrel, in its capacity as sole member of Kestrel Heat and KM2, may be deemed to share beneficial ownership.(b)According to a Schedule 13G/A filed with the SEC on December 31, 2006, MacKay Shields, LLC an investment adviser for various clients registeredunder Section 203 of the Investment Advisers Act of 1940, is deemed to be the beneficial owner of the common units.(c)According to a Schedule 13G filed with the SEC on May 10, 2007, Bandera Partners LLC is the investment manager of Bandera Master Fund and maybe deemed to have beneficial ownership of the common units.*Amount represents less than 1%. 52 Table of ContentsITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONSThe Partnership has a written conflict of interest policy and procedure that requires all officers, directors and employees to report to senior corporatemanagement or the board of directors, all personal, financial or family interest in transactions that involve the individual and the Partnership. In addition, thePartnership Governance Guidelines provide that any monetary arrangement between a director and his or her affiliates (including any member of a director’simmediate family) and the Partnership or any of its affiliates for goods or services shall be subject to approval by the full Board of Directors.The general partner does not receive any management fee or other compensation for its management of the Partnership. The general partner isreimbursed for all expenses incurred on behalf of the Partnership, including the cost of compensation, which is properly allocable to the Partnership. ThePartnership’s partnership agreement provides that the general partner shall determine the expenses that are allocable to the Partnership in any reasonablemanner determined by the general partner in its sole discretion. In addition, the general partner and its affiliates may provide services to the Partnership forwhich a reasonable fee would be charged as determined by the general partner.Kestrel has the ability to elect the Board of Directors of Kestrel Heat, including Messrs. Vermylen, Lawrence and Lubar. Messrs. Vermylen, Lawrenceand Lubar are also members of the board of managers of Kestrel and, either directly or through affiliated entities, own equity interests in Kestrel. Kestrel ownsall of the issued and outstanding membership interests of Kestrel Heat and KM2, LLC, a Delaware limited liability company (“M2”). ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICESThe following table represents the aggregate fees for professional audit services rendered by KPMG LLP including fees for the audit of thePartnership’s annual financial statements for the fiscal years 2007 and 2006, and for fees billed and accrued for other services rendered by KPMG LLP (inthousands). 2007 2006Audit Fees (1) $1,450 $1,540Audit-Related Fees (2) 70 65Audit and Audit-Related Fees 1,520 1,605Tax Fees (3) 486 653Total Fees $2,006 $2,258(1)Audit fees were for professional services rendered in connection with audits and quarterly reviews of the consolidated financial statements of thePartnership, review of and preparation of consents for registration statements filed with the Securities and Exchange Commission. Audit fees incurredin connection with registration statements were $0 and $90,000 for fiscal years 2007 and 2006, respectively.(2)Audit-related fees were principally for audits of financial statements of certain employee benefit plans.(3)Tax fees related to services for tax consultation and tax compliance.Audit Committee: Pre-Approval Policies and Procedures. At its regularly scheduled and special meetings, the Audit Committee of the Board of Directorsconsiders and pre-approves any audit and non-audit services to be performed by the Partnership’s independent accountants. The Audit Committee hasdelegated to its chairman, an independent member of the Partnership’s Board of Directors, the authority to grant pre-approvals of non-audit services providedthat the service(s) shall be reported to the Audit Committee at its next regularly scheduled meeting. On June 18, 2003, the Audit Committee adopted its pre-approval policies and procedures. Since that date, there have been no non-audit services rendered by the Partnership’s principal accountants that were notpre-approved. 53 Table of Contents PART IV ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES1. Financial StatementsSee “Index to Consolidated Financial Statements and Financial Statement Schedule” set forth on page F-1.2. Financial Statement Schedule.See “Index to Consolidated Financial Statements and Financial Statement Schedule” set forth on page F-1.3. Exhibits.See “Index to Exhibits” set forth on the following page.INDEX TO EXHIBITS ExhibitNumber Incorp byRef. to Exh. Description 3.1 3.1(1) Amended and Restated Certificate of Limited Partnership 4.1 99.1(2) Second Amended and Restated Agreement of Limited Partnership 4.2 99.3(3) Amendment No. 1 to Second Amended and Restated Agreement of Limited Partnership 4.3 99.1(3) Amended and Restated Unit Purchase Rights Agreement dated as of July 20, 200610.1 10.21(4) June 2000 Star Gas Employee Unit Incentive Plan†10.2 10.41(5) Employment Agreement between Petro Holdings, Inc. and Daniel P. Donovan.†10.3 10.1(6) Interest Purchase Agreement for the sale of the propane operations10.4 10.2(6) Non-Competition Agreement with Inergy10.5 10.35(7) Credit Agreement dated December 17, 2004, between Petroleum Heat and Power Co., Inc. and JPMorgan Chase Bank, N.A., Bank ofAmerica, N.A., Wachovia Bank, National Association, General Electric Capital Corporation, Citizens Bank of Massachusetts and J. P.MorganSecurities, Inc.10.6 99.1(8) Amendment, dated as of November 2, 2005, to the Credit Agreement, dated as of December 17, 2004 among Petroleum Heat and PowerCo., Inc. and JPMorgan Chase Bank, N.A., Bank of America, N.A., Wachovia Bank, National Association, General Electric CapitalCorporation, and Citizens Bank of Massachusetts10.7 99.2(9) Letter Agreement and general release dated March 7, 2005 between Star Gas Partners L.P. and Irik P. Sevin †10.8 10.1(10) Employment Agreement dated May 4, 2005 between the Registrant and Richard F. Ambury†10.9 99.1(11) Unit Purchase Agreement dated as of December 5, 2005 among Star Gas Partners, L.P., Star Gas LLC, Kestrel Energy Partners, LLC,Kestrel Heat, LLC and KM2, LLC10.10 99.2(2) Indenture for the new senior notes10.11 99.3(2) Amended and Restated Indenture for the existing senior notes 54 Table of Contents10.12 10.60(12) Second Amendment dated as of February 3, 2006 to Credit Agreement10.13 99.2(3) Management Incentive Compensation Plan†10.14 99.4(3) Form of Indemnification Agreement for Officers and Directors.10.15 (14) Approved Dealer / Contractor Agreement dated as of July 11, 2006 by and between AFC First Financial Corporation and Petro Holdings,Inc.10.16 (14) Employment Agreement dated May 17, 2006 between Star Gas Partners, L.P. and Richard G. Oakley. †10.17 (14) Third Amendment dated as of October 30, 2006 to the Credit Agreement.10.18 99.4(13) Form of Amendment No. 1 to Indemnification Agreement.10.19 (14) Fourth Amendment and Waiver dated as of December 28, 2006 to the Credit Agreement.10.20 99.1(15) Fifth Amendment dated as of April 13, 2007 to the Credit Agreement.10.21 99.1(16) Employment Agreement between Star Gas Partners, L.P. and Daniel P. Donovan.†10.22 4.4(17) First Amendment to Amended and Restated Unit Purchase Rights Agreement dated as of June 7, 2007.10.23 (18) Description of 2008 Profit Sharing Plan. †10.24 * Employment Agreement dated December 3, 2007 between Star Gas Partners, L.P. and Steven J. Goldman. †10.25 * Change in Control Agreement dated December 4, 2007 between Star Gas Partners, L.P. and Daniel P. Donovan. †10.26 * Change in Control Agreement dated December 4, 2007 between Star Gas Partners, L.P. and Richard F. Ambury. †10.27 * Sixth Amendment dated as of December 5, 2007 to the Credit Agreement.14 * Code of Business Conduct and Ethics21 * Subsidiaries of the Registrant23.1 * Consent of KPMG LLP31.1 * Certification of Chief Executive Officer, Star Gas Partners, L.P., pursuant to Rule 13a-14(a)/15d-14(a).(1)31.2 * Certification of Chief Financial Officer, Star Gas Partners, L.P., pursuant to Rule 13a-14(a)/15d-14(a).(1)31.3 * Certification of Chief Executive Officer, Star Gas Finance Company, pursuant to Rule 13a-14(a)/15d-14(a).(1)31.4 * Certification of Chief Financial Officer, Star Gas Finance Company, pursuant to Rule 13a-14(a)/15d-14(a).(1)32.1 * Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002(1)32.2 * Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyAct of 2002(1)*Filed herewith. 55 Table of Contents†Employee compensation plan.(1)Incorporated by reference to an exhibit to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 9, 2006.(2)Incorporated by reference to an exhibit to the Registrant’s Form 8-K dated April 28, 2006.(3)Incorporated by reference to an exhibit to the Registrant’s Form 8-K dated July 20, 2006.(4)Incorporated by reference to the same Exhibit to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 10, 2000.(5)Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2004, filed with theCommission on December 14, 2004.(6)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated November 18, 2004.(7)Incorporated by reference to an exhibit to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on February 9, 2005.(8)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated November 4, 2005.(9)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K filed with the Commission on March 8, 2005.(10)Incorporated by reference to an exhibit to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on May 6, 2005.(11)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated December 5, 2005.(12)Incorporated by reference to an exhibit to Registrant’s Quarterly Report on Form 10-Q filed with the Commission on February 7, 2006.(13)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated October 19, 2006.(14)Incorporated by reference to an exhibit to the Registrant’s Annual Report on Form 10-K for the fiscal year ended September 30, 2006, filed with theCommission on January 17, 2007.(15)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated April 19, 2007.(16)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated June 1, 2007.(17)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated June 8, 2007.(18)Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K dated October 22, 2007. 56 Table of ContentsSIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the General Partner has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized: STAR GAS PARTNERS, L.P.By: KESTREL HEAT, LLC (General Partner)By: /s/ Daniel P. Donovan Daniel P. Donovan President and Chief Executive OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on thedate indicated: Signature Title Date/s/ Daniel P. DonovanDaniel P. Donovan President and Chief Executive Officer andDirector Kestrel Heat, LLC December 7, 2007/s/ Richard F. AmburyRichard F. Ambury Chief Financial Officer(Principal Financial Officer)Kestrel Heat, LLC December 7, 2007/s/ Richard G. OakleyRichard G. Oakley Vice President – Controller(Principal Accounting Officer)Kestrel Heat, LLC December 7, 2007/s/ Paul A. Vermylen, Jr.Paul A. Vermylen, Jr. Non-Executive Chairman of the Board andDirector Kestrel Heat, LLC December 7, 2007/s/ Henry D. BabcockHenry D. Babcock DirectorKestrel Heat, LLC December 7, 2007/s/ C. Scott BaxterC. Scott Baxter DirectorKestrel Heat, LLC December 7, 2007/s/ Joseph P. CavanaughJoseph P. Cavanaugh DirectorKestrel Heat, LLC December 7, 2007/s/ Bryan H. LawrenceBryan H. Lawrence DirectorKestrel Heat, LLC December 7, 2007/s/ Sheldon B. LubarSheldon B. Lubar DirectorKestrel Heat, LLC December 7, 2007/s/ William P. NicolettiWilliam P. Nicoletti DirectorKestrel Heat, LLC December 7, 2007 57 Table of ContentsSIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by theundersigned thereunto duly authorized: STAR GAS FINANCE COMPANYBy: (Registrant)By: /s/ Daniel P. Donovan Daniel P. Donovan President and Chief Executive OfficerPursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on thedate indicated: Signature Title Date/s/ Daniel P. DonovanDaniel P. Donovan President, Chief Executive Officer and Director(Principal Executive Officer)Star Gas Finance Company December 7, 2007/s/ RICHARD F. AMBURYRichard F. Ambury Chief Financial Officer(Principal Financial Officer)Star Gas Finance Company December 7, 2007/s/ RICHARD G. OAKLEYRichard G. Oakley Vice President - Controller(Principal Accounting Officer)Star Gas Finance Company December 7, 2007 58 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESINDEX TO CONSOLIDATED FINANCIAL STATEMENTSAND FINANCIAL STATEMENT SCHEDULE PagePart II Financial Information: Item 8—Financial Statements Reports of Independent Registered Public Accounting Firm F-2Consolidated Balance Sheets as of September 30, 2007 and September 30, 2006 F-3Consolidated Statements of Operations for the years ended September 30, 2007, September 30, 2006 and September 30, 2005 F-4Consolidated Statements of Partners’ Capital and Comprehensive Income (Loss) for the years ended September 30,2007, September 30, 2006 and September 30, 2005 F-5Consolidated Statements of Cash Flows for the years ended September 30, 2007, September 30, 2006 and September 30, 2005 F-6Notes to Consolidated Financial Statements F-7 – F-26Schedules for the years ended September 30, 2007, September 30, 2006 and September 30, 2005 I. Condensed Financial Information of Registrant F-27 – F-29II. Valuation and Qualifying Accounts F-30All other schedules are omitted because they are not applicable or the required information is shown in the consolidated financialstatements or the notes therein. F-1 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Partners of Star Gas Partners, L.P.:We have audited the accompanying consolidated balance sheets of Star Gas Partners, L.P. and Subsidiaries (the “Partnership”) as of September 30,2007 and 2006, and the related consolidated statements of operations, partners’ capital and comprehensive income (loss), and cash flows for each of the yearsin the three-year period ended September 30, 2007. In connection with our audits of the consolidated financial statements, we have also audited the financialstatement schedules as listed in the accompanying index. We also have audited the Partnership’s internal control over financial reporting as of September 30,2007, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). The Partnership’s management is responsible for these consolidated financial statements, the financial statement schedules, formaintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, includedin the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on these consolidatedfinancial statements and financial schedules and an opinion on the Partnership’s internal control over financial reporting based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement andwhether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statementsincluded examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles usedand significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financialreporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing andevaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures aswe considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degreeof compliance with the policies or procedures may deteriorate.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Star Gas Partners,L.P. and Subsidiaries as of September 30, 2007 and 2006, and the results of its operations and its cash flows for each of the years in the three-year periodended September 30, 2007 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, thefinancial statement schedules listed in the accompanying index, when considered in relation to the basic consolidated financial statements taken as a whole,present fairly, in all material respects, the information set forth therein. Also in our opinion, Star Gas Partners, L.P. and Subsidiaries maintained, in all materialrespects, effective internal control over financial reporting as of September 30, 2007, based on criteria established in Internal Control - IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission.KPMG LLPStamford, ConnecticutDecember 6, 2007 F-2 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS Years Ended September 30, (in thousands) 2007 2006 ASSETS Current assets Cash and cash equivalents $112,886 $91,121 Receivables, net of allowance of $7,645 and $6,532, respectively 78,923 87,393 Inventories 85,968 75,859 Fair asset value of derivative instruments 14,510 3,766 Prepaid expenses and other current assets 28,216 37,741 Total current assets 320,503 295,880 Property and equipment, net 41,721 42,377 Long-term portion of accounts receivables 1,362 3,513 Goodwill 181,496 166,522 Intangibles, net 48,468 61,007 Deferred charges and other assets, net 8,554 10,899 Long-term assets held for sale — 1,010 Total assets $602,104 $581,208 LIABILITIES AND PARTNERS’ CAPITAL Current liabilities Accounts payable $18,797 $21,544 Fair liability value of derivative instruments 5,312 13,790 Current maturities of long-term debt — 96 Accrued expenses and other current liabilities 65,444 62,651 Unearned service contract revenue 37,219 36,634 Customer credit balances 71,109 73,863 Total current liabilities 197,881 208,578 Long-term debt 173,941 174,056 Other long-term liabilities 13,951 25,249 Partners’ capital Common unitholders 232,895 194,818 General partner (129) (293)Accumulated other comprehensive income (loss) (16,435) (21,200)Total partners’ capital 216,331 173,325 Total liabilities and partners’ capital $602,104 $581,208 See accompanying notes to consolidated financial statements. F-3 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS Years Ended September 30, (in thousands, except per unit data) 2007 2006 2005 Sales: Product $1,088,610 $1,109,332 $1,071,270 Installations and service 178,565 187,180 188,208 Total sales 1,267,175 1,296,512 1,259,478 Cost and expenses: Cost of product 804,928 825,694 786,302 Cost of installations and service 176,947 189,214 197,430 (Increase) decrease in the fair value of derivative instruments (15,664) 45,677 (6,081)Delivery and branch expenses 199,090 205,037 231,581 Depreciation and amortization expenses 28,995 32,415 35,480 General and administrative expenses 17,768 21,673 43,190 Goodwill impairment charge — — 67,000 Operating income (loss) 55,111 (23,198) (95,424)Interest expense (20,448) (26,288) (36,152)Interest income 8,923 5,085 4,314 Amortization of debt issuance costs (2,282) (2,438) (2,540)Loss on redemption of debt — (6,603) (42,082)Income (loss) from continuing operations before income taxes 41,304 (53,442) (171,884)Income tax expense 2,002 477 696 Income (loss) from continuing operations 39,302 (53,919) (172,580)Income (loss) from discontinued operations, net of income taxes — — (6,189)Gain (loss) on sale of discontinued operations, net of income taxes (1,061) — 157,560 Income (loss) before cumulative effect of change in accounting principles 38,241 (53,919) (21,209)Cumulative effect of change in accounting principles — change in inventory pricing method — (344) — Net income (loss) $38,241 $(54,263) $(21,209)General Partner’s interest in net income (loss) 164 (160) (191)Limited Partners’ interest in net income (loss) $38,077 $(54,103) $(21,018)Basic and diluted income (loss) per Limited Partner Unit: Continuing operations $0.51 $(1.01) $(4.77)Net income (loss) $0.50 $(1.02) $(0.59)Weighted average number of Limited Partner units outstanding: Basic 75,774 52,944 35,821 Diluted 75,774 52,944 35,821 See accompanying notes to consolidated financial statements. F-4 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL AND COMPREHENSIVE INCOME (LOSS)Years Ended September 30, 2007, 2006 and 2005 Number of Units Common Sr.Sub. Jr.Sub. GeneralPartner Accum. OtherComprehensiveIncome (Loss) TotalPartners’Capital (in thousands) Common Sr.Sub. Jr.Sub. GeneralPartner Balance as of September 30, 2004 32,166 3,245 345 326 $ 194,317 $(1,789) $(1,995) $(3,430) $(17,332) $ 169,771 Net loss (18,874) (1,943) (201) (191) (21,209)Unrealized loss on pension plan obligation (3,931) (3,931)Total comprehensive loss (18,874) (1,943) (201) (191) (3,931) (25,140)Issuance of units 147 459 459 Unit compensation expense 18 18 Balance as of September 30, 2005 32,166 3,392 345 326 175,461 (3,273) (2,196) (3,621) (21,263) 145,108 Net income (loss) (55,619) 1,376 140 (160) (54,263)Unrealized gain on pension plan obligation 63 63 Total comprehensive loss (55,619) 1,376 140 (160) 63 (54,200)Issuance of units (1) 39,871 326 82,417 82,417 Exchange / retirement of units (1) 3,737 (3,392) (345) (326) (7,441) 1,897 2,056 3,488 — Balance as of September 30, 2006 75,774 — — 326 194,818 — — (293) (21,200) 173,325 Net income 38,077 164 38,241 Unrealized gain on pension plan obligation 4,765 4,765 Total comprehensive income 38,077 — — 164 4,765 43,006 Balance as of September 30, 2007 75,774 — — 326 $232,895 $— $— $(129) $(16,435) $216,331 (1)See Note 2—Recapitalization.See accompanying notes to consolidated financial statements. F-5 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended September 30, (in thousands) 2007 2006 2005 Cash flows provided by (used in) operating activities of continuing operations: Net income (loss) $38,241 $(54,263) $(21,209)Deduct: (Income) loss from discontinued operations — 6,189 (Gain) loss on sale of discontinued operations 1,061 — (157,560)Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: (Increase) decrease in fair value of derivative instruments (15,664) 45,677 (6,081)Depreciation and amortization 31,277 34,853 38,020 Cumulative effect of change in accounting principle — 344 — Loss on redemption of debt — 6,603 42,082 Unit compensation expense — — (2,185)Provision for losses on accounts receivable 5,726 6,105 9,817 Goodwill impairment charge — — 67,000 Gain on sales of fixed assets, net (864) (956) (43)Changes in operating assets and liabilities net of amounts related to acquisitions: (Increase) decrease in receivables 5,761 (3,809) (13,845)Increase in inventories (8,222) (23,830) (18,248)(Increase) decrease in other assets and assets held for sale, net 6,070 (8,833) (5,574)Increase (decrease) in accounts payable (2,747) 1,764 (5,230)Increase (decrease) in other current and long-term liabilities (9,524) 14,709 11,952 Net cash provided by (used in) operating activities of continuing operations 51,115 18,364 (54,915)Cash flows provided by (used in) investing activities of continuing operations: Capital expenditures (4,850) (5,433) (3,153)Proceeds from sales of fixed assets 1,948 2,162 3,398 Cash proceeds from sale of discontinued operations — — 467,186 Acquisitions (26,352) — — Net cash provided by (used in) investing activities of continuing operations (29,254) (3,271) 467,431 Cash flows provided by (used in) financing activities of continuing operations: Working capital facility borrowings — 46,336 292,200 Working capital facility repayments — (52,898) (293,638)Repayment of debt (96) (66,138) (259,559)Debt extinguishment costs — — (37,688)Proceeds from the issuance of common units, net — 50,174 — Increase in deferred charges — (594) (8,009)Net cash used in financing activities of continuing operations (96) (23,120) (306,694)Cash flows of discontinued operations: Operating activities — — (21,402)Investing activities — — (664)Financing activities — — 10,700 Net cash provided by (used in) discontinued operations — — (11,366)Net increase (decrease) in cash 21,765 (8,027) 94,456 Cash and equivalent at beginning of period 91,121 99,148 4,692 Cash and equivalent at end of period $112,886 $91,121 $99,148 See accompanying notes to consolidated financial statements. F-6 Table of ContentsSTAR GAS PARTNERS, L.P. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS1) Partnership OrganizationStar Gas Partners, L.P. (“Star Gas Partners,” the “Partnership,” “we,” “us,” or “our”) is a home heating oil distributor and services provider with onereportable operating segment that principally provides services to residential and commercial customers to heat their homes and buildings. Star Gas Partnersis a master limited partnership, which at September 30, 2007 had outstanding 75.8 million common units (NYSE: “SGU” representing 99.6% limited partnerinterest in Star Gas Partners) and 0.3 million general partner units (representing 0.4% general partner interest in Star Gas Partners).The Partnership is organized as follows: • The general partner of the Partnership is Kestrel Heat, LLC, a Delaware limited liability company (“Kestrel Heat” or the “general partner”). TheBoard of Directors of Kestrel Heat is appointed by its sole member, Kestrel Energy Partners, LLC, a Delaware limited liability company(“Kestrel”). • The Partnership’s operations are conducted through Petro Holdings, Inc. (“Petro”) and its subsidiaries. Petro is a Minnesota corporation that is awholly-owned subsidiary of Star/Petro, Inc., which is a wholly-owned subsidiary of the Partnership. Petro is a retail distributor of home heatingoil that serves residential and commercial customers in the Northeast and Mid-Atlantic regions. • Star Gas Finance Company is a wholly-owned subsidiary of the Partnership. Star Gas Finance Company serves as the co-issuer, jointly andseverally with the Partnership, of the Partnership’s $172.8 million 10 1/4% Senior Notes, which are due in 2013. The Partnership is dependent ondistributions including intercompany interest payments from its subsidiaries to service the Partnership’s debt obligations. The distributions fromthe Partnership’s subsidiaries are not guaranteed and are subject to certain loan restrictions. Star Gas Finance Company has nominal assets andconducts no business operations.In December 2004, the Partnership sold all of its interests in its propane operations to Inergy Propane, LLC (“Inergy”) for a purchase price of $481.3million. The Partnership recorded a gain on this sale of approximately $157 million.2) Fiscal Year 2006 RecapitalizationIn fiscal year 2006, effective as of April 28, 2006, the Partnership completed a recapitalization of the Partnership.In connection with the recapitalization, the Partnership received an aggregate of $50.2 million, after expenses of $7.5 million, in new equity financingthrough the sale of an aggregate of 26.4 million common units. The Partnership also repurchased $65.3 million in face amount of its existing notes, andconverted $26.9 million in face amount of existing notes into 13.4 million common units at a conversion price of $2.00 per unit and exchanged $165.3million in principal amount of existing notes for a like amount of new notes that were issued under a new indenture. The Partnerships’ senior and juniorsubordinated units were converted into common units.In addition, the Partnership entered into an amended indenture for the $7.6 million in face amount of existing notes that remained outstanding thatremoved the restrictive covenants from the existing indenture.3) Summary of Significant Accounting PoliciesBasis of PresentationThe Consolidated Financial Statements include the accounts of Star Gas Partners, L.P. and its subsidiaries. All material intercompany items andtransactions have been eliminated in consolidation.The Partnership completed the sale of its propane operations on December 17, 2004. The results of operations for the sale of this segment has beenclassified as discontinued operations in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”ReclassificationCertain prior year amounts have been reclassified to conform with the current year presentation. F-7 Table of ContentsUse of EstimatesThe preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities atthe date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from thoseestimates.Revenue RecognitionSales of heating oil and other fuels are recognized at the time of delivery of the product to the customer and sales of heating and air conditioningequipment are recognized at the time of installation. Revenue from repairs and maintenance service is recognized upon completion of the service. Paymentsreceived from customers for heating oil equipment service contracts are deferred and amortized into income over the terms of the respective service contracts,on a straight-line basis, which generally do not exceed one year. To the extent that the Partnership anticipates that future costs for fulfilling its contractualobligations under its service maintenance contracts will exceed the amount of deferred revenue currently attributable to these contracts, the Partnershiprecognizes a loss in current period earnings equal to the amount that anticipated future costs exceed related deferred revenues.Allowance for Doubtful AccountsThe Partnership periodically reviews past due customer accounts receivable balances. After giving consideration to economic conditions, overduestatus and other factors, it establishes an allowance for doubtful accounts, representing the Partnership’s best estimate of amounts that may not be collectible.Basic and Diluted Net Income (Loss) per Limited Partner UnitNet income (loss) per limited partner unit is computed by dividing net income (loss), after deducting the general partner’s interest, by the weightedaverage number of common units, senior subordinated units (fiscal year 2006 and 2005) and junior subordinated units (fiscal year 2006 and 2005)outstanding. Each unit in each of the partnership’s ownership classes participates in net income (loss) equally.Cash EquivalentsThe Partnership considers all highly liquid investments with a maturity of three months or less, when purchased, to be cash equivalents.InventoriesAt September 30, 2005, the Partnership’s inventory of heating oil and other fuels were stated at the lower of cost or market computed on the first-in,first-out (FIFO) method. Effective October 1, 2005, the Partnership changed from the FIFO method to the weighted average cost (WAC) method. All otherinventories, representing parts and equipment have been and continue to be stated at the lower of cost or market using the FIFO method. (See Note 6. FiscalYear 2006 Change in Accounting Principle and Note 8. Inventories)Property, Plant, and EquipmentProperty, plant, and equipment are stated at cost. Depreciation is computed over the estimated useful lives of the depreciable assets using the straight-line method.Goodwill and Intangible AssetsGoodwill and intangible assets include goodwill, customer lists and covenants not to compete.Goodwill is the excess of cost over the fair value of net assets in the acquisition of a company. In accordance with Statements of Financial AccountingStandards (“SFAS”) No. 142 “Goodwill and Other Intangible Assets,” goodwill and intangible assets with indefinite useful lives are not amortized, butinstead are annually tested for impairment. Also in accordance with this standard, intangible assets with definite useful lives are amortized over theirrespective estimated useful lives to their estimated residual values, and reviewed for impairment. The Partnership performs its annual impairment reviewduring its fiscal fourth quarter or more frequently if events or circumstances indicate that the value of goodwill might be impaired. During its interim reviewduring the second quarter of 2005, the Partnership wrote-down goodwill by $67 million. See Note 10.Customer lists are the names and addresses of the acquired company’s patrons. Based on the historical retention experience, these lists are amortized ona straight-line basis over seven to ten years.Covenants not to compete are agreements established with the owners of an acquired company and are amortized over the respective lives of thecovenants on a straight-line basis, which are generally five years. F-8 Table of ContentsImpairment of Long-lived AssetsIt is the Partnership’s policy to review intangible assets and other long-lived assets in accordance with SFAS No. 144 “Accounting for the Impairmentor Disposal of Long-Lived Assets,” for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not berecoverable. The Partnership determines whether the carrying values of such assets are recoverable over their remaining estimated lives through undiscountedfuture cash flow analysis. If such a review should indicate that the carrying amount of the assets is not recoverable, it is the Partnership’s policy to reduce thecarrying amount of such assets to fair value.Deferred ChargesDeferred charges represent the costs associated with the issuance of debt instruments and are amortized over the lives of the related debt instruments.Advertising ExpenseAdvertising costs are expensed as they are incurred. Advertising expenses were $7.1 million, $5.9 million, and $9.2 million in 2007, 2006, and 2005,respectively and are recorded in delivery and branch expenses.Customer Credit BalancesCustomer credit balances represent payments received in advance from customers pursuant to a balanced payment plan (whereby customers pay on afixed monthly basis) and the payments made have exceeded the charges for heating oil deliveries.Environmental CostsCosts associated with managing hazardous substances and pollution are expensed on a current basis. Accruals are made for costs associated with theremediation of environmental pollution when it becomes probable that a liability has been incurred and the amount can be reasonably estimated.Insurance ReservesThe Partnership accrues for workers’ compensation, general liability and automobile claims not covered under its insurance policies and establishesestimates based upon actuarial assumptions as to what its ultimate liability will be for these claims.Income TaxesThe Partnership is a master limited partnership and is not subject to tax at the entity level for federal and state income tax purposes. Rather, any incomeand losses of the Partnership are allocated directly to the individual partners. Except for the Partnership’s corporate subsidiaries, no recognition has beengiven to federal income taxes in the accompanying financial statements of the Partnership. While the Partnership’s corporate subsidiaries will generate non-qualifying Master Limited Partnership revenue, distributions from the corporate subsidiaries to the Partnership are generally included in the determination ofqualified Master Limited Partnership income. All or a portion of the distributions received by the Partnership from the corporate subsidiaries could be taxableas either a dividend or capital gain to the partners.The accompanying financial statements are reported on a fiscal year, however, the Partnership and its Corporate subsidiaries file state and federalincome tax returns on a calendar year.For corporate subsidiaries of the Partnership, a consolidated Federal income tax return is filed. Deferred tax assets and liabilities are recognized for thefuture tax consequences attributable to differences between the financial statement carrying amount of assets and liabilities and their respective tax bases andoperating loss carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years inwhich those temporary differences are expected to be recovered or settled. A valuation allowance is recognized if based on the weight of available evidence itis more likely than not that some or all of deferred tax asset will not be realized.Sales, Use and Value Added TaxesTaxes are assessed by various governmental authorities on many different types of transactions. Sales reported for product, installation and serviceexcludes taxes. F-9 Table of ContentsDerivatives and HedgingSFAS 133 established accounting and reporting standards requiring that derivative instruments be recorded at fair value and included in theconsolidated balance sheet as assets or liabilities. To the extent derivative instruments designated as cash flow hedges are effective and SFAS 133documentation requirements have been met, changes in fair value are recognized in other comprehensive income until the underlying hedged item isrecognized in earnings. Currently, the Partnership’s derivative instruments do not qualify for hedge accounting treatment.Weather Insurance ContractWeather insurance contract is recorded in accordance with the intrinsic value method defined by the Emerging Issues Task Force (“EITF”) 99-2,“Accounting for Weather Derivatives.” The premium paid is amortized over the life of the contract and the intrinsic value method is applied at each interimperiod.Recent Accounting PronouncementsIn July 2006, the FASB issued Financial Interpretation No. 48 “Accounting for Uncertainty in Income Taxes—an interpretation of FASB StatementNo. 109” (“FIN 48”), which clarifies the criteria that must be met prior to recognition of the financial statement benefit of a position taken in a tax return.Using a two-step approach, FIN 48 requires an entity to determine whether it is more likely than not that a tax position will be sustained upon examination,based on the technical merits of the position. A tax position that meets the more-likely-than-not recognition threshold is then measured to determine theamount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likelyof being realized upon ultimate settlement. FIN 48 also requires the recognition of liabilities created by differences between tax positions taken in a taxreturn and amounts recognized in the financial statements. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Partnership is requiredto adopt FIN 48 in fiscal 2008. The Partnership is currently assessing the impact of adopting FIN 48.In September 2006, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects ofPrior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, which addresses the process of quantifying financialstatement misstatements. The cumulative effect, if any, of applying the provisions of SAB No. 108 is reported as an adjustment to the beginning of the yearretained earnings. SAB No. 108 is effective for fiscal years ending after November 15, 2006, our fiscal year 2007. We adopted SAB 108 during the fourthquarter of fiscal year 2007. The adoption of SAB No. 108 did not have an impact on our consolidated financial position, results of operations or cash flows.In September 2006, the FASB issued Statement No. 157 “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes aframework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 iseffective in fiscal years beginning after November 15, 2007. We are required to adopt SFAS 157 in fiscal 2009. The Partnership is currently assessing theimpact of adopting SFAS No. 157.In September 2006, the FASB issued Statement No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans” (“SFASNo. 158”), which requires an employer to (i) measure the funded status of a defined benefit postretirement plan as of the date of its fiscal year-end statement offinancial position, (ii) to recognize the overfunded or underfunded status of this plan as an asset or liability in its statement of financial position and (iii) torecognize changes in that funded status in the year which the changes occur through comprehensive income. We adopted SFAS No. 158 during the fourthquarter of fiscal year 2007. Since the Partnership in prior years consolidated and froze its defined benefit pension plans and recorded an additional pensionliability for their unfunded status and because we have historically measured the plan assets and benefit obligations as of our balance sheet date, the adoptionof SFAS No. 158 did not have an impact on our consolidated financial position, results of operations or cash flows.In February 2007, the FASB issued “The Fair Value Option for Financial Assets and Financial Liabilities,” (“SFAS No. 159”) which providescompanies an option to report eligible financial assets and liabilities at fair value. This Statement also establishes presentation and disclosure requirementsdesigned to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 iseffective for fiscal years beginning after November 15, 2007. We are required to adopt SFAS No. 159 in fiscal 2009. The Partnership is currently assessing theimpact of adopting SFAS No. 159. F-10 Table of Contents4) Discontinued OperationsIn the fourth quarter of fiscal year 2007, the Partnership recorded an approximate $1.1 million expense for a claim notice received in connection withits propane operations sold to Inergy in fiscal year 2005. This Inergy claim notice purports reimbursement by the Partnership for additional taxes, interest andpenalties relating to pre-closing tax returns.On December 17, 2004 of fiscal year 2005, the Partnership completed the sale of all of its interests in its propane operations to Inergy for a net purchaseprice of approximately $481.3 million. Closing and other settlement costs totaled approximately $14 million and approximately $311 million was used torepay outstanding debt. In accordance with the purchase agreement, the effective date of the disposition was November 30, 2004. The Partnership recognizeda gain on the sale of the propane operations totaling approximately $157 million net of income taxes of $1.3 million.The components of discontinued operations for the year ended September 30 2005, are as follows (in thousands): Sales $58,722 Cost of sales 40,079 Delivery and branch expenses 17,796 Depreciation & amortization expenses 3,481 General & administrative expenses 2,096 (4,730)Net interest expense 1,384 Other loss 27 Loss from discontinued operations before income taxes (6,141)Income tax expense 48 Loss from discontinued operations $(6,189)5) Quarterly Distribution of Available CashPartnership Distribution ProvisionsBeginning October 1, 2008, minimum quarterly distributions on the common units will start accruing at the rate of $0.0675 per quarter ($0.27 on anannual basis). There will be no mandatory distributions of available cash by us before February 2009. Thereafter, in general, the Partnership intends todistribute to its partners on a quarterly basis, all of its available cash, if any, in the manner described below. “Available cash” generally means, for any of itsfiscal 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 thegeneral partners to: • provide for the proper conduct of the Partnership’s business; • comply with applicable law, any of its debt instruments or other agreements; or • provide funds for distributions to the common unitholders during the next four quarters, in some circumstances.Available cash will generally be distributed as follows: • first, 100% to the common units, pro rata, until the Partnership distributes to each common unit the minimum quarterly distribution of $0.0675; • second, 100% to the common units, pro rata, until the Partnership distributes to each common unit any arrearages in payment of the minimumquarterly distribution on the common units for prior quarters; • third, 100% to the general partner units, pro rata, until the Partnership distributes to each general partner unit the minimum quarterly distributionof $0.0675; • fourth, 90% to the common units, pro rata, and 10% to the general partner units, pro rata (subject to the Management Incentive Plan See Item 11),until the Partnership distributes to each common unit the first target distribution of $0.1125; and • thereafter, 80% to the common units, pro rata, and 20% to the general partner units, pro rata.The revolving credit facility and the indenture for the new notes both impose certain restrictions on the Partnership’s ability to pay distributions tounitholders. F-11 Table of Contents6) Fiscal Year 2006 Change in Accounting PrincipleAt September 30, 2005, the Partnership’s inventory of heating oil and other fuels were stated at the lower of cost or market computed on the first-in,first-out (FIFO) method.Effective October 1, 2005 of fiscal year 2006, the Partnership changed from the FIFO method to the weighted average cost (WAC) method for itsinventory of heating oil and other fuels. All other inventories, representing parts and equipment, have been and continue to be stated at the lower of cost ormarket using the FIFO method. The Partnership believes that the WAC methodology is preferable in the circumstances because it reflects a more accuratecorrelation between revenues and product costs experienced in the Partnerships business environment by normalizing the carrying cost of heating oil andother fuels given the increasing short-term volatility in the marketplace for these products. The cumulative effect of this change as of October 1, 2005decreased net income by $0.3 million for fiscal year ended September 30, 2006.At September 30, 2005 pro forma amounts assuming the change in accounting principle was applied retroactively is as follows: in thousands except per unit data Year EndedSeptember 30,2005 Net loss as previously reported $(21,209)Pro forma net loss $(21,346)General Partners interests in pro forma net loss $(192)Limited Partners interests in pro forma net loss $(21,154)Basic and fully diluted loss per Limited Partner unit as previously reported $(0.59)Pro forma basic and fully diluted loss per Limited Partner unit $(0.59)7) Derivative Instruments—InventoryThe Partnership periodically uses derivative instruments such as futures, options, and swap agreements, in order to mitigate our exposure to market riskassociated with the purchase of home heating oil for our protected price customers, physical inventory on hand, inventory in transit and priced purchasecommitments. Depending upon the fair value of these instruments by counterparty, the amount can be included in fair asset value of derivative instruments orfair liability value of derivative instruments. At September 30, 2007, $14.5 million was carried as a current asset in fair asset value of derivative instrumentsand $5.3 million carried as a current liability in fair liability value of derivative instruments. At September 30, 2006, $3.8 million was carried as a currentasset in fair asset value of derivative instruments and $13.8 million carried as a current liability in fair liability value of derivative instruments. ThePartnership’s derivative instruments do not qualify for hedge accounting treatment, consequently the increase or decrease in the fair value of derivativeinstruments are recorded in the statement of operations.To economically hedge a substantial portion of the purchase price associated with heating oil gallons anticipated to be sold to its price plan customersunder contract as of September 30, 2007, the Partnership had outstanding 23.9 million gallons of swap contracts to buy heating oil with a notional value of$47.7 million and a fair value of $5.4 million; 0.08 million gallons of futures contracts to buy heating oil with a notional value of $0.2 million and a fairvalue of $0.03 million; and 58.9 million gallons of purchased call option contracts to buy heating oil with a notional value of $128.9 million and a fair valueof $9.2 million.To economically hedge its physical inventory on hand, inventory in transit and priced purchase commitments, the Partnership at September 30, 2007had outstanding 6.6 million gallons of future contracts to buy heating oil with a notional value of $14.3 million and a fair value of $0.4 million; 43.3 milliongallons of future contracts to sell heating oil with a notional value of $91.6 million and a fair value of $(5.9) million. In addition, to economically hedge itsinternal fuel usage the Partnership had outstanding 1.1 million gallons of future contracts to buy gasoline with a notional value of $2.1 million and a fairvalue of $0.1 million. The contracts expire at various times with no contract expiring later than October 31, 2008.To economically hedge a substantial portion of the purchase price associated with heating oil gallons anticipated to be sold to its price plan customersunder contract as of September 30, 2006, the Partnership had outstanding 44.9 million gallons of swap contracts to buy heating oil with a notional value of$97.8 million and a fair value of $(13.7) million; 23.7 million gallons of futures contracts to buy heating oil with a notional value of $47.9 million and a fairvalue of $(4.1) million; and 35.0 million gallons of purchased call option contracts to buy heating oil with a notional value of $77.5 million and a fair valueof $1.7 million. F-12 Table of ContentsTo economically hedge its physical inventory on hand, inventory in transit and priced purchase commitments, the Partnership at September 30, 2006had outstanding 4.9 million gallons of future contracts to buy heating oil with a notional value of $8.3 million and a fair value of $0.4 million; 38.5 milliongallons of future contracts to sell heating oil with a notional value of $75.5 million and a fair value of $6.1 million. In addition, to economically hedge itsinternal fuel usage the Partnership had outstanding 1.9 million gallons of future contracts to buy gasoline with a notional value of $3.9 million and a fairvalue of $(0.4) million. The contracts expire at various times with no contract expiring later than October 31, 2007.Given the staggered renewals of price plan contracts, the derivative instruments associated with price plan customers described in the previousparagraphs represent a substantial majority of the volume anticipated to be required to satisfy the Partnership’s then established fixed and ceiling priceobligations for the twelve months following September 30, 2007 and 2006, respectively.Since the Partnership’s derivative instruments do not qualify for hedge accounting treatment, changes in the fair value of derivative instruments arerecorded in the statement of operations in the line item (increase) decrease in the fair value of derivative instruments. Realized gains and losses are recordedin cost of product with the related purchase of home heating oil for price protected customers.8) InventoriesThe components of inventory were as follows (in thousands): September 30, 2007 2006Heating oil and other fuels $72,309 $63,618Fuel oil parts and equipment 13,659 12,241 $85,968 $75,859Heating oil and other fuel inventories were comprised of 34.8 million gallons and 32.5 million gallons on September 30, 2007 and September 30,2006, respectively. The Partnership has market price based product supply contracts for approximately 270 million home heating oil gallons, that it expectsto fully utilize to meet its requirements over the next twelve months.During fiscal year 2007, Sunoco Inc., NIC Holding Corp. (Northville Industries), and Global Companies provided 19.2%, 18.3% and 11.7%respectively, of our product purchases. During fiscal year 2006, Sunoco Inc., NIC Holding Corp., and Global Companies provided 21.4%, 16.8% and 12.3%respectively, of our product purchases. F-13 Table of Contents9) Property, Plant and EquipmentThe components of property, plant and equipment and their estimated useful lives were as follows (in thousands): September 30, 2007 2006 Useful Estimated LivesLand and land improvements $10,717 $10,476 Land improvements - 30 yearsBuildings and leasehold improvements 22,523 21,534 1 -40 yearsFleet and other equipment 38,683 36,487 1 -16 yearsTanks and equipment 8,683 7,786 8 -35 yearsFurniture, fixtures and office equipment 48,169 46,219 3 -12 yearsTotal 128,775 122,502 Less accumulated depreciation 87,054 80,125 Property and equipment, net $41,721 $42,377 Depreciation expense was $8.2 million, $11.2 million, and $13.5 million for the fiscal years ended September 30, 2007, 2006, and 2005 respectively.10) Goodwill and Other Intangible AssetsUnder SFAS No. 142, goodwill impairment is deemed to exist if the net book value of a reporting unit exceeds its estimated fair value. If goodwill of areporting unit is determined to be impaired, the amount of impairment is measured based on the excess of the net book value of the goodwill over the impliedfair value of the goodwill.The Partnership has selected August 31 of each year to perform its annual impairment review under SFAS No. 142. The evaluations utilize both anincome and market valuation approach and contain reasonable and supportable assumptions and projections and reflect management’s best estimate ofprojected future cash flows. During the second fiscal quarter of 2005, a number of events occurred that indicated a possible impairment of goodwill mightexist. These events included: the Partnership’s determination in February 2005 that the Partnership could expect to generate significantly lower thanexpected operating results for the year and a significant decline in the Partnership’s unit price. As a result of these triggering events and circumstances, thePartnership completed an additional SFAS No. 142 impairment review with the assistance of a third party valuation firm as of February 28, 2005. Theevaluation utilized both an income and market valuation approach and contained reasonable assumptions and reflected management’s best estimate ofprojected future cash flows. This review resulted in a non-cash goodwill impairment charge of approximately $67 million for fiscal year 2005, which reducedthe carrying amount of goodwill. On August 31, 2005, the Partnership performed its annual goodwill impairment valuation with the assistance of a third partyvaluation firm and it was determined based on this analysis that there was no additional goodwill impairment.The Partnership performed its annual goodwill impairment valuation as of August 31, 2006, and it was determined based on this analysis that there wasno goodwill impairment.The Partnership performed its annual goodwill impairment valuation as of August 31, 2007 with the assistance of a third party valuation firm, and itwas determined based on this analysis that there was no goodwill impairment.A summary of changes in the Partnership’s goodwill during the fiscal years ended September 30, 2007 and 2006 are as follows (in thousands): Balance as of September 30, 2005 $166,522Fiscal year 2006 activity — Balance as of September 30, 2006 166,522Fiscal year 2007 activity (Acquisitions see Note 14) 14,974Balance as of September 30, 2007 181,496 F-14 Table of ContentsIntangible assets subject to amortization consist of the following (in thousands): September 30, 2007 September 30, 2006 GrossCarryingAmount Accum.Amortization Net GrossCarryingAmount Accum.Amortization NetCustomer lists and other intangibles $195,454 $146,988 $48,466 $187,604 $126,601 $61,003Covenants not to compete 4,755 4,753 2 4,755 4,751 4 $200,209 $151,741 $48,468 $192,359 $131,352 $61,007Amortization expense for intangible assets was $20.8 million, $21.2 million, and $21.6 million for the fiscal years ended September 30, 2007, 2006, and2005, respectively. Total estimated annual amortization expense related to intangible assets subject to amortization, for the year ended September 30, 2008and the four succeeding fiscal years ended September 30, is as follows (in thousands): Amount2008 $19,1842009 $12,4412010 $7,2582011 $5,2082012 $84011) Long-Term Assets Held for SaleAt September 30, 2007 there were no long-term assets held for sale.At September 30, 2006, the Partnership had the authority to sell two facilities located in New Jersey and Massachusetts with a total net book value of$1.0 million. The Partnership determined that these facilities met the criteria as “Assets Held for Sale” in accordance with SFAS No. 144. Accordingly, incontemplation of the future sale of these facilities, the carrying value of the assets and liabilities were reclassified on the Partnership’s Consolidated BalanceSheet. The Massachusetts facility was sold in December 2006 and the Partnership recognized a gain of approximately $0.2 million. The New Jersey facilitywas sold in May 2007 and the Partnership recognized a gain of approximately $0.4 million.12) Accrued Expenses and Other Current LiabilitiesThe components of accrued expenses and other current liabilities were as follows (in thousands): September 30, 2007 2006Accrued wages and benefits $13,295 $12,731Accrued workers’ compensation, general liability and auto claims (anticipated liability for claims not covered under thePartnership’s insurance policies, exclusive of $51.5 million and $47.8 million for 2007 and 2006 respectively, inletters of credit for past and future claims) 41,149 38,808Other accrued expenses and other current liabilities 11,000 11,112 $65,444 $62,651 F-15 Table of Contents13) Long-Term Debt and Bank Facility BorrowingsThe Partnership’s long-term debt at September 30, 2007 and 2006 is as follows (in thousands): September 30, 2007 2006 10.25% Senior Notes (a) $173,941 $174,056 Working Capital Facility Borrowings (b) — — Acquisition Notes Payable and other — 96 Total debt 173,941 174,152 Less current maturities — (96)Less working capital facility borrowings — — Total long-term portion debt $173,941 $174,056 (a)These notes mature in February 2013 and accrue interest at an annual rate of 10.25% requiring semi-annual interest payments on February 15 andAugust 15 of each year. These notes are redeemable at the option of the Partnership, in whole or in part, from time to time by payment of a premium.On April 28, 2006, in connection with the closing of the recapitalization of the Partnership, (see Note 2), the Partnership (i) repurchased $65.3million of Senior Notes at face value, (ii) converted $26.9 million in face amount of Senior Notes into 13.4 million common units at a conversion priceof $2.00 per unit and (iii) exchanged $165.3 million in principal amount of Senior Notes for a like amount of new 10.25% senior notes due 2013 (the“new notes”) that were issued under an indenture dated as of April 28, 2006 (the “new indenture”). The Senior Notes conversion price was $2.00 perunit while the closing price of the Partnership’s units on April 27, 2006 was $2.40 per unit. As such, the Partnership recorded a loss on the conversionof the existing debt in the amount of $6.6 million, consisting of $5.4 million attributable to the difference between the above unit prices, $2.0 milliondue to the write off of previously capitalized net deferred financing costs reduced by a $0.8 million basis adjustment to the carrying value of long-termdebt.The terms of the new indenture are substantially the same as the terms of the indenture under which the Senior Notes were issued (the “existingindenture”), except that the new indenture permits restricted payments of $22 million and allows the Partnership to make acquisitions of up to $60million without passing certain financial tests. In addition, the new indenture provides that proceeds of asset sales may not be invested in current assetsfor purposes of the “asset sale” covenant. The repurchase, conversion and exchange of the existing notes in connection with the recapitalization hasresolved any claims of the participating noteholders resulting from the sale of the Partnership’s propane business in December 2004, including thePartnership’s use of such proceeds to purchase working capital inventory and Star Gas Partners’ determination that “excess proceeds” (as defined in theexisting indenture) did not include any amounts invested in such inventory and the granting of liens or collateral to the lenders pursuant to the creditfacility.The Partnership also entered into an amended and restated indenture (the “amended indenture”) for $7.6 million in face amount of Senior Notesthat remained outstanding that removed most of the restrictive covenants from the existing indenture.The closing of the recapitalization was deemed to be a “change of control” under the existing indenture for the remaining $7.6 million in faceamount of Senior Notes that were not repurchased, converted into common units or exchanged for new notes in connection with the recapitalization.Consequently, the Partnership was required to make an offer to repurchase such Senior Notes at a purchase price equal to 101% of their face value. ThePartnership completed such offer on June 22, 2006, at which time the Partnership purchased $0.1 million in face amount of the Senior Notes. (b)In December 2004, Petro entered into a $260 million revolving credit facility agreement with a group of lenders which expires in December 2009. InDecember 2007, Petro entered into a sixth amendment to this revolving credit facility which increased the aggregate commitment to $360 millionduring the peak winter months. This revolving credit facility, as amended, provides the Partnership with the ability to borrow up to $260 million forworking capital purposes (subject to certain borrowing base limitations and coverage ratios), including the issuance of up to $95 million in letters ofcredit. For the peak winter months from December through April, Petro can borrow up to $360 million. Obligations under the revolving credit facilityare secured by liens on substantially all assets and are guaranteed by Petro and by the Partnership. On December 28, 2006, the Partnership obtained awaiver from the lender group which extended the date for the delivery of financial statements for fiscal 2006 to February 15, 2007. F-16 Table of ContentsThe revolving credit facility as amended effective April 17, 2007, imposes certain restrictions on Petro, including restrictions on its ability toincur additional indebtedness, to pay distributions, make investments, grant liens, sell assets, make acquisitions and engage in certain other activities.The revolving credit facility also requires Petro to maintain certain financial ratios, and contains borrowing conditions and customary events ofdefault, including nonpayment of principal or interest, violation of covenants, inaccuracy of representations and warranties, cross-defaults to otherindebtedness, bankruptcy and other insolvency events. The occurrence of an event of default or an acceleration under the revolving credit facilitywould result in the Partnership’s inability to obtain further borrowings under that facility, which could adversely affect its results of operations. Anacceleration under the revolving credit facility would result in a default under the Partnership’s other funded debt.Under the terms of the revolving credit facility, the Partnership must maintain at all times either availability (borrowing base less amountsborrowed and letters of credit issued) of $25.0 million or a fixed charge coverage ratio (as defined in the credit agreement) of not less than 1.1 to 1.0. Asof September 30, 2007, availability was $173 million and the fixed charge coverage ratio (as defined in the credit agreement) was 3.7 to 1.0. AtSeptember 30, 2007, restricted net assets of Petro totaled approximately $241 million. As of September 30, 2006, availability was $140 million and thefixed charge coverage ratio (as defined in the credit agreement) was 2.7 to 1.0. At September 30, 2006, restricted net assets of Petro totaledapproximately $224 million.On December 17, 2004, Petro borrowed $119 million under this revolving credit facility, which was used to repay amounts outstanding under itsprevious credit facilities and recognized a loss of approximately $3 million in fiscal year 2005, as a result of the early redemption of this debt. AtSeptember 30, 2005, $6.6 million was borrowed at an average interest rate of 6.0%. At September 30, 2007 and 2006, there were no amountsoutstanding under this credit facility.As of September 30, 2007, the maturities including working capital borrowings during fiscal years ending September 30, are set forth in thefollowing table: (in thousands) 2008 $— 2009 $— 2010 $— 2011 $— 2012 $— Thereafter $172,75014) AcquisitionsDuring fiscal 2007, the Partnership acquired seven retail heating oil dealers, including one that has a related plumbing business. The aggregatepurchase price was approximately $26.4 million. Two of the acquired companies have potential contingent consideration based on their individual futureperformance. In accordance with SFAS No. 141 “Business Combinations” no liability will be recorded until the contingency is determinable beyond areasonable doubt.The Partnership made no acquisitions in fiscal 2006 and 2005. F-17 Table of ContentsThe following table indicates the allocation of the aggregate purchase price paid and the respective periods of amortization assigned for acquisitionsmade during fiscal 2007 (in thousands): September 30,2007 Useful LivesFurniture and equipment $331 7 yearsFleet 2,472 1 - 10 yearsCustomer lists and other intangibles 7,850 7 - 10 yearsGoodwill 14,974 — Working Capital 856 — Other Liabilities (131) — Total $26,352 Acquisitions are accounted for under the purchase method of accounting. Purchase prices have been allocated to the acquired assets and liabilitiesbased on their respective fair values on the dates of acquisition. The purchase prices in excess of the fair values of net assets acquired are classified asgoodwill in the Consolidated Balance Sheets. Sales and net income have been included in the Consolidated Statements of Operations from the respectivedates of acquisition. Customer lists are amortized on a straight line basis over seven to ten years.15) Employee Benefit PlansDefined Contribution PlansThe Partnership has a 401(k) plan which covers eligible non-union and union employees. Subject to IRS limitations, the 401(k) plan provides for eachparticipant to contribute from 1.0% to 17.0% of compensation. The Partnership makes a 4% (to a maximum of 5.5% for participants who had 10 or more yearsof service at the time the Defined Benefit Plans were frozen and who have reached the age 55) core contribution of a participant’s compensation and matches2/3 of each amount a participant contributes up to a maximum of 2.0% of a participant’s compensation. The Partnership’s aggregate contributions to the401(k) plan during fiscal 2007, 2006, and 2005 were $4.5 million, $4.4 million, and $5.1 million, respectively.Union-Administered Pension PlansThe Partnership’s contributions to union-administered pension plans were $6.1 million for fiscal 2007, $6.0 million for fiscal 2006, and $7.9 millionfor fiscal 2005.Defined Benefit PlansEffective September 30, 2007, we adopted Statement of Financial Accounting Standards No. 158 “Employers’ Accounting for Defined Benefit Pensionand Other Postretirement Plans” (“SFAS No. 158”). The Partnership has two frozen defined benefit pension plans and no post-retirement benefit plans. Theprovisions of SFAS No. 158 require that the funded status of our pension plans be recognized in our balance sheet. The provisions of SFAS No. 158 alsorevise employer’s disclosure about pension and other post-retirement benefit plans. SFAS No. 158 does not change the measurement or recognition of theseplans, although it does require that plan assets and benefit obligations be measured as of the balance sheet date. We have historically measured the planassets and benefit obligations as of our balance sheet date.In prior years the Partnership consolidated and froze its defined benefit pension plans and recorded an additional pension liability for their unfundedstatus. Benefits under the two frozen defined benefit plans were generally based on years of service and each employee’s compensation. Being that theseplans are frozen, the projected benefit obligation and the accumulated benefit obligation are the same. Since the Partnership originally recorded an additionalpension liability for the plan’s unfunded status when they were frozen and because the plan assets and benefit obligations have historically been measured asof the Partnership’s fiscal year-end, there is no incremental effect of initially applying SFAS No. 158.The following table provides the net periodic benefit cost for the period, a reconciliation of the changes in the plan assets, projected benefitobligations, and the amounts recognized in other comprehensive income and accumulated other comprehensive income at the dates indicated using ameasurement date of September 30: F-18 Table of Contents(in thousands) Debit / (Credit) Net PeriodicPensionCost inIncomeStatement Cash FairValue ofPensionPlanAssets ProjectedBenefitObligation OtherComprehensiveIncome Pension RelatedAccumulatedOtherComprehensiveIncome Fiscal Year 2005 Beginning balance $51,363 $(60,321) $17,332 Interest cost 3,501 (3,501) Actual return on plan assets (4,327) 4,327 Employer contributions (19) 19 Benefit payments (5,627) 5,627 Difference between actual and expected return on plan assets 265 (265) Actuarial loss (5,286) 5,286 Amortization of unrecognized net actuarial loss 1,090 (1,090) Annual cost/change $529 $(19) (1,281) (3,160) $3,931 3,931 Ending balance $50,082 $(63,481) $21,263 Funded status at the end of the year $(13,399) Fiscal Year 2006 Interest cost 3,382 (3,382) Actual return on plan assets (2,484) 2,484 Employer contributions (400) 400 Benefit payments (3,979) 3,979 Investment and other expenses (248) 248 Difference between actual and expected return on plan assets (1,181) 1,181 Actuarial loss (203) 203 Amortization of unrecognized net actuarial loss 1,447 (1,447) Annual cost/change $916 $(400) (1,095) 642 $(63) (63)Ending balance $48,987 $(62,839) $21,200 Funded status at the end of the year $(13,852) Fiscal Year 2007 Interest cost 3,461 (3,461) Actual return on plan assets (4,223) 4,223 Employer contributions (19) 19 Benefit payments (4,011) 4,011 Investment and other expenses (487) 487 Difference between actual and expected return on plan assets 910 (910) Anticipated expenses 244 (244) Actuarial gain 2,419 (2,419) Amortization of unrecognized net actuarial loss 1,436 (1,436) Annual cost/change $1,341 $(19) 231 3,212 $(4,765) (4,765)Ending balance $49,218 $(59,627) $16,435 Funded status at the end of the year $(10,409) The $16.4 million net actuarial loss balance for the two frozen defined benefit pension plans in accumulated other comprehensive income, will be recognizedand amortized into net periodic pension costs as an actuarial loss in future years. The estimated amount that will be amortized from accumulated othercomprehensive income into net periodic pension cost over the next fiscal year is $1 million. F-19 Table of Contents Years Ended September 30, (in thousands) Debit / (Credit) 2007 2006 * Amounts included in the Consolidated Balance Sheets Prepaid expenses and other current assets (Prepaid benefit cost) $— $7,348 Other long-term liabilities (Accrued benefit liability) (10,409) (21,200)Funded status at the end of the year $(10,409) $(13,852)*Fiscal Year 2006 account balances are before the Partnership’s adoption of SFAS No. 158. Years Ended September 30, 2007 2006 2005 Weighted-Average Assumptions Used in the Measurement of the Partnership’s Benefit Obligation as of the periodindicated Discount rate 6.20% 5.75% 5.50%Expected return on plan assets 8.25% 8.25% 8.25%Rate of compensation increase N/A N/A N/A The expected return on plan assets is determined based on the expected long-term rate of return on plan assets and the market-related value of plan assetsdetermined using fair value.The Partnership’s expected long-term rate of return on plan assets is updated at least annually, taking into consideration our asset allocation, historicalreturns on the types of assets held, and the current economic environment. Based on these factors, the Partnership expects its pension assets will earn anaverage of 8.25% per annum.The discount rate used to determine net periodic pension expense was 5.75% in 2007, 5.5% in 2006, and 6.0% in 2005. The discount rate used by thePartnership in determining pension expense and pension obligations reflects the yield of high quality (AA or better rating by a recognized rating agency)corporate bonds whose cash flows are expected to match the timing and amounts of projected future benefit payments.The Partnership’s Pension Plan assets by category are as follows (in thousands): Years Ended September 30, 2007 2006Asset Categories: Equity Securities $28,735 $29,147Debt Securities 20,319 19,477Cash Equivalents 164 363 $49,218 $48,987The Plan’s objectives are to have the ability to pay benefit and expense obligations when due, to maintain the funded ratio of the Plan, to maximize returnwithin reasonable and prudent levels of risk in order to minimize contributions and charges to the profit and loss statement, and to control costs ofadministering the Plan and managing the investments of the Plan. The strategic asset allocation of the Plan (currently 58% domestic equities and 42%domestic fixed income) is based on a long-term perspective and the premise that the Plan can tolerate some interim fluctuations in market value and rates ofreturn in order to achieve long-term objectives.Expected benefit payments over each of the next five years will total approximately $4.4 million per year. Expected benefit payments for the five yearsthereafter will aggregate approximately $22 million. F-20 Table of Contents16) Income TaxesIncome tax expense is comprised of the following for the indicated periods (in thousands): Years Ended September 30, 2007 2006 2005Current: Federal $758 $112 $— State 1,244 365 696Deferred — — — $2,002 $477 $696The components of the net deferred taxes and the related valuation allowance for the years ended September 30, 2007 and September 30, 2006 usingcurrent tax rates are as follows (in thousands): Years Ended September 30, 2007 2006 Deferred Tax Assets: Net operating loss carryforwards $50,338 $65,072 Vacation accrual 2,219 2,237 Bad debt expense 3,135 2,613 Amortization 9,466 11,262 Excess of book over tax hedge accounting — 5,747 Insurance accrual 9,807 6,098 Inventory valuation 763 947 Pension 4,268 5,541 Other, net 2,225 1,633 Total deferred tax assets 82,221 101,150 Valuation allowance (80,068) (98,433)Net deferred tax assets $2,153 $2,717 Deferred Tax Liabilities: Depreciation $1,621 $2,717 Excess of tax over book hedge accounting 532 — Total deferred tax liabilities $2,153 $2,717 Net deferred taxes $— $— In order to fully realize the net deferred tax assets, the Partnership’s corporate subsidiaries will need to generate future taxable income. A valuationallowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized. Based on the corporate subsidiaries’history of taxable losses, projections of their current year’s taxable income, and projections of their future taxable income over the periods where the deferredtax assets are deductible, management believes it more likely than not that the Partnership will not realize the full benefit of its deferred tax assets atSeptember 30, 2007 and 2006.As of the calendar tax year ended December 31, 2006, Star/Petro, Inc., a wholly-owned subsidiary of the Partnership, had a federal net operating losscarryforward (“NOL”) of approximately $160.8 million, of which approximately $43.5 million is limited in accordance with Federal income tax law as aresult of prior transactions. The NOLs, which will expire between 2018 and 2024, are generally available to offset any future taxable income. In the event thatthe Partnership experiences an “ownership change” for F-21 Table of Contentsfederal income tax purposes under Internal Revenue Code Section 382 (“Section 382”), Star/Petro may be restricted annually in its ability to use its NOLs toreduce its federal taxable income. In general, the Partnership would be deemed to have an “ownership change” under Section 382 if, immediately after anyowner shift involving a 5% unitholder or any equity structure shift, the percentage of units of the Partnership owned by one or more 5% unitholder hasincreased by more than 50% over the lowest percentage of units of the Partnership (or any predecessor entity) owned by such unitholder at any time duringthe three-year testing period.Following an evaluation, the Partnership has determined that the issuance of units in its April 2006 recapitalization and subsequent ownership changesshould not have resulted in an “ownership change” of Star/Petro under Section 382 of the Internal Revenue Code of 1986. The determination of whether ornot an ownership change under Section 382 has occurred requires that the Partnership evaluate certain acquisitions and dispositions of units that haveoccurred over a rolling three-year period. As a result, future acquisitions and dispositions of units could result in an ownership change of Star/Petro.In June 2007, the Partnership amended its Amended and Restated Unit Purchase Rights Agreement dated as of July 20, 2006 in order to protect thePartnership’s Net Operating Loss Carryforwards (“NOLs”) for federal income tax purposes by adding provisions which would have the effect of deterring anyperson or group from acquiring more than 5% (reduced from 15% prior to the amendment) of the Partnership’s issued and outstanding common units. Theamendment also discourages existing 5% or greater unitholders (including the General Partner) from acquiring additional common units equal to 1% or moreof the outstanding common units. A person or group that acquires units in excess of these amounts would be subject to substantial dilution under the RightsAgreement.17) Lease CommitmentsThe Partnership has entered into certain operating leases for office space, trucks and other equipment. The future minimum rental commitments atSeptember 30, 2007, under operating leases having an initial or remaining non-cancelable term of one year or more are as follows (in thousands): 2008 $8,1192009 8,1212010 6,4382011 5,1762012 4,178Thereafter 19,493Total future minimum lease payments $51,525Rent expense for the fiscal years ended September 30, 2007, 2006, and 2005 was $13.3 million, $13.4 million, and $14.7 million, respectively.18) Unit Incentive PlansThe Partnership recorded income of $2.2 million for unit appreciation rights during fiscal year 2005. Subsequent to fiscal year 2005 there were nooutstanding unit appreciation rights.19) Supplemental Disclosure of Cash Flow Information Years Ended September 30, (in thousands) 2007 2006 2005 Cash paid during the period for: Income taxes, net $947 $1,335 $3,022 Interest, net $11,525 $22,392 $36,345 Non-cash financing activities: Decrease in long-term debt—exchange Existing Notes $— $(165,250) $— Increase in long-term debt—exchange New Notes $— $165,250 $— Decrease in long-term debt $— $(27,135) $(314)Increase Partner’s Capital—exchange debt for Common Units $— $32,242 $— Decrease in interest expense—amortization of debt discount $115 $267 $314 Increase in other current and long-term liabilities for capital leases $— $(969) $— Increase in fixed assets for capital leases $— $969 $— F-22 Table of Contents20) Commitments and ContingenciesOn or about October 21, 2004, a purported class action lawsuit on behalf of a purported class of unitholders was filed against the Partnership andvarious subsidiaries and officers and directors in the United States District Court of the District of Connecticut entitled Carter v. Star Gas Partners, L.P., et al,No. 3:04-cv-01766-IBA, et al. Subsequently, 16 additional class action complaints, alleging the same or substantially similar claims, were filed in the samedistrict court collectively referred to herein as the “Class Action Complaints”). The class actions have been consolidated into one action entitled In re StarGas Securities Litigation, No 3:04cv1766 (JBA).The class action plaintiffs generally allege that the Partnership violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended,and Rule 10b-5 promulgated hereunder, by purportedly failing to disclose, among other things: (1) problems with the restructuring of Star Gas’ dispatchsystem and customer attrition related thereto; (2) that Star Gas’ business process improvement program was not generating the benefits allegedly claimed;(3) that Star Gas was struggling to maintain its profit margins; (4) that Star Gas’s fiscal 2004 second quarter profit margins were not representative of itsability to pass on heating oil price increases; and (5) that Star Gas was facing an inability to pay its debts and that, as a result, its credit rating and ability toobtain future financing was in jeopardy. The class action plaintiffs seek an unspecified amount of compensatory damages including interest against thedefendants jointly and severally and an award of reasonable costs and expenses. On February 23, 2005, the Court consolidated the Class Action Complaintsand heard argument on motions for the appointment of lead plaintiff. On April 8, 2005, the Court appointed the lead plaintiff. Pursuant to the Court’s order,the lead plaintiff filed a consolidated amended complaint on June 20, 2005 (the “Consolidated Amended Complaint”). The Consolidated AmendedComplaint named: (a) Star Gas Partners, L.P.; (b) Star Gas LLC; (c) Irik Sevin; (d) Audrey Sevin; (e) Hanseatic Americas, Inc.; (f) Paul Biddelman; (g) AmiTrauber; (h) A.G. Edwards & Sons Inc.; (i) UBS Investment Bank; and (j) RBC Dain Rauscher Inc. as defendants. The Consolidated Amended Complaintadded claims arising out of two registration statements and the same transactions under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 as well ascertain allegations concerning the Partnership’s hedging practices. On September 23, 2005, defendants filed motions to dismiss the Consolidated AmendedComplaint for failure to state a claim under the federal securities laws and failure to satisfy the applicable pleading requirements of the Private SecuritiesLitigation Reform Act of 1995 or PSLRA, and the Federal Rules of Civil Procedure. On July 27, 2006, the Court heard oral argument on the pending motionsto dismiss. On August 21, 2006, the court issued its rulings on defendants’ motions to dismiss, granting the motions and dismissing the consolidatedamended complaint in its entirety. On August 23, 2006, the court entered a judgment of dismissal. On September 7, 2006, the plaintiffs moved forreconsideration and to alter and reopen the court’s August 23, 2006 judgment of dismissal and for leave to file a second consolidated amended complaint(“Plaintiffs’ Post-Judgment Motion”). On October 20, 2006, defendants filed their memorandum of law in opposition to the Plaintiffs’ Post-Judgment Motion.Plaintiffs filed their reply brief on or about November 20, 2006. On March 22, 2007 the Court issued its decision denying Plaintiffs’ Post-Judgment Motion.On April 3, 2007, the Star Gas Defendants filed a Motion for a Mandatory Rule 11 Inquiry and fee shifting which seeks recovery of Defendants’ legalfees pursuant to the PSLRA. On April 24, 2007, class plaintiffs filed their opposition to that motion. The Star Gas Defendants’ reply was filed on May 8, 2007.The matter is now under consideration by the Court.On April 20, 2007, class plaintiffs filed a notice of appeal to the Court of Appeals for the Second Court of Judge Arterton’s decisions dismissing theamended complaint and denying Plaintiffs’ Post-Judgment Motion. Subsequent to the filing of the notice of appeal, class plaintiffs stipulated to the dismissalof the appeal as against Hanseatic Americas, Inc., Paul Biddelman, A.G. Edwards & Sons, Inc., RBC Dain Rauscher Inc., UBS Investment Bank, and AudreySevin. On or about July 6, 2007, class plaintiffs filed their brief on appeal. The Star Gas Defendants filed their opposition brief on or about August 21, 2007,and class plaintiffs filed their reply brief on or about September 11, 2007. Oral argument on the appeal has not yet been scheduled. In the interim, discoveryin the matter remains stayed pursuant to the mandatory stay provisions of the PSLRA. While no prediction may be made as to the outcome of litigation, weintend to defend against this class action vigorously.In the event that the above action is decided adversely to us, it could have a material effect on our results of operations, financial condition andliquidity. The Partnership has not accrued any amount for this action because, based on the court’s judgment of dismissal, we believe an unfavorableoutcome is not probable.The Partnership’s operations are subject to all operating hazards and risks normally incidental to handling, storing and transporting and otherwiseproviding for use by consumers of combustible liquids such as home heating oil and propane. As a result, at any given time the Partnership is a defendant invarious legal proceedings and litigation arising in the ordinary F-23 Table of Contentscourse of business. The Partnership maintains insurance policies with insurers in amounts and with coverages and deductibles we believe are reasonable andprudent. However, the Partnership cannot assure that this insurance will be adequate to protect it from all material expenses related to potential future claimsfor personal and property damage or that these levels of insurance will be available in the future at economical prices. In addition, the occurrence of anexplosion may have an adverse effect on the public’s desire to use the Partnership products. In the opinion of management, except as described above thePartnership is not a party to any litigation, which individually or in the aggregate could reasonably be expected to have a material adverse effect on thePartnership’s results of operations, financial position or liquidity.21) Disclosures About the Fair Value of Financial InstrumentsCash, Accounts Receivable, Notes Receivable, Working Capital Facility Borrowings, and Accounts PayableThe carrying amount of cash, accounts receivable, notes receivable, working capital facility borrowings, and accounts payable approximates fair valuebecause of the short maturity of these instruments.Derivative Instruments and Long-Term DebtFor fiscal 2007 and 2006, the fair value is based on open market or counterparty quotations. The estimated fair value of the Partnership’s derivativeinstruments and long-term debt is summarized as follows (in thousands): At September 30, 2007 At September 30, 2006 CarryingAmount EstimatedFair Value CarryingAmount EstimatedFair ValueDerivative instruments included in fair asset value of derivative instruments $14,510 $14,510 $3,766 $3,766Derivative instruments included in fair liability value of derivative instruments $5,312 $5,312 $13,790 $13,790Long-term debt $173,941 $182,251 $174,152 $178,460LimitationsFair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. Theseestimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changesin assumptions could significantly affect the estimates. F-24 Table of Contents22) Earnings Per Limited Partner Units Years Ended September 30, (in thousands, except per unit data) 2007 2006 2005 Income (loss) from continuing operations per Limited Partner unit: Basic and Diluted $0.51 $(1.01) $(4.77)Income (loss) from discontinued operations, net of income taxes per Limited Partner Unit: Basic and Diluted $— $— $(0.18)Gain (loss) on sale of discontinued operations, net of income taxes per Limited Partner unit: Basic and Diluted $(0.01) $— $4.36 Cumulative effect of change in accounting principles-change in inventory pricing method per Limited Partner unit: Basic and Diluted $— $(0.01) $— Net income (loss) per Limited Partner unit: Basic and Diluted $0.50 $(1.02) $(0.59)Basic and Diluted Earnings Per Limited Partner Unit: Net income (loss) $38,241 $(54,263) $(21,209)Less: General Partners’ interest in net income (loss) $164 $(160) $(191)Limited Partner’s interest in net income (loss) $38,077 $(54,103) $(21,018)Common Units 75,774 50,804 32,166 Senior Subordinated Units — 1,942 3,310 Junior Subordinated Units — 198 345 Weighted average number of Limited Partner units outstanding 75,774 52,944 35,821 F-25 Table of Contents23) Selected Quarterly Financial Data (unaudited)The seasonal nature of the Partnership’s business results in the sale by the Partnership of approximately 30% of its volume in the first fiscal quarter and45% of its volume in the second fiscal quarter of each year. The Partnership generally realizes net income in both of these quarters and net losses during thequarters ending June and September. Three Months Ended Total (in thousands - except per unit data) Dec. 31,2006 Mar. 31,2007 Jun. 30,2007 Sep. 30,2007 Sales $330,244 $576,924 $222,452 $137,555 $1,267,175 Operating income (loss) 8,665 82,852 (6,431) (29,975) 55,111 Income (loss) before income taxes and cumulative effect of changes in accountingprinciples 4,781 78,724 (9,086) (33,115) 41,304 Cumulative effect of changes in accounting principles—change in inventory pricingmethod — — — — — Loss on sale of discontinued operations, net — — — (1,061) (1,061)Net income (loss) 4,716 74,879 (8,268) (33,086) 38,241 Limited Partner interest in net income (loss) 4,696 74,559 (8,233) (32,945) 38,077 Net income (loss) per Limited Partner unit: Basic and diluted $0.06 $0.98 $(0.11) $(0.43) $0.50 Three Months Ended Total (in thousands - except per unit data) Dec. 31,2005 Mar. 31,2006 Jun. 30,2006 Sep. 30,2006 Sales $414,381 $539,121 $191,514 $151,496 $1,296,512 Operating income (loss) (20,434) 62,260 (22,327) (42,697) (23,198)Income (loss) before income taxes and cumulative effect of changes in accountingprinciples (27,747) 54,509 (33,608) (46,596) (53,442)Cumulative effect of changes in accounting principles—change in inventory pricingmethod (344) — — — (344)Net income (loss) (28,341) 54,069 (34,076) (45,915) (54,263)Limited Partner interest in net income (loss) (28,082) 53,581 (33,887) (45,715) (54,103)Net income (loss) per Limited Partner unit: Basic and diluted (a) $(0.78) $1.49 $(0.53) $(0.60) $(1.02)(a)The sum of the quarters do not add-up to the total due to the weighting of Limited Partner Units outstanding. F-26 Table of ContentsSchedule ISTAR GAS PARTNERS, L.P. (PARENT COMPANY)CONDENSED FINANCIAL INFORMATION OF REGISTRANT (in thousands) Sept. 30,2007 Sept. 30,2006Balance Sheets ASSETS Current assets Cash and cash equivalents $428 $8,009Prepaid expenses and other current assets 2,665 3,026Total current assets 3,093 11,035Investment in subsidiaries (a) 392,041 340,632Deferred charges and other assets, net 2,916 3,450Total Assets $398,050 $355,117LIABILITIES AND PARTNERS’ CAPITAL Current liabilities Accrued expenses $4,581 $4,198Total current liabilities 4,581 4,198Long-term debt (b) 173,941 174,056Other long-term liabilities 3,197 3,538Partners’ capital 216,331 173,325Total Liabilities and Partners’ Capital $398,050 $355,117(a)Investments in Star Petro, Inc. and subsidiaries are recorded in accordance with the equity method of accounting.(b)Scheduled principal repayments of long-term debt during each of the next five fiscal years ending September 30, are as follows: 2008—$0; 2009—$0;2010—$0; 2011—$0; 2012—$0 thereafter $172,750 due February 2013 excluding the net premium being amortized. F-27 Table of ContentsSTAR GAS PARTNERS, L.P. (PARENT COMPANY)CONDENSED FINANCIAL INFORMATION OF REGISTRANT Years Ended September 30, (in thousands) 2007 2006 2005 Statements of Operations Revenues $— $— $— General and administrative expenses 3,605 9,403 26,042 Operating loss (3,605) (9,403) (26,042)Net interest expense 17,578 22,720 27,041 Amortization of debt issuance costs 534 702 822 Loss on redemption of debt — 6,603 2,053 Loss from continuing operations (21,717) (39,428) (55,958)Income (loss) from discontinued operations, net of income taxes — — (3,171)Gain (loss) on sale of discontinued operations, net of income taxes (890) — 156,803 Net income (loss) before equity income (loss) (22,607) (39,428) 97,674 Equity income (loss) of Star Petro Inc. and subs 60,848 (14,835) (118,883)Net income (loss) $38,241 $(54,263) $(21,209) F-28 Table of ContentsSTAR GAS PARTNERS, L.P. (PARENT COMPANY)CONDENSED FINANCIAL INFORMATION OF REGISTRANT Years Ended September 30, (in thousands) 2007 2006 2005 Statements of Cash Flows Cash flows provided by operating activities: Net cash provided by (used in) operating activities of continuing operations (a) $(7,581) $23,171 $(11,262)Cash flows provided by (used in) investing activities: Cash proceeds from sale of discontinued operations — — 466,424 Contributions to subsidiaries — — (441,881)Net cash provided by (used in) investing activities of continuing operations — — 24,543 Cash flows provided by (used in) financing activities: Proceeds from issuance of debt — — — Repayment of debt — (65,382) (2,000)Proceeds from the issuance of common units, net — 50,174 — Increase in deferred charges — — — Net cash provided by (used in) financing activities of continuing operations — (15,208) (2,000)Cash flows of discontinued operations: Operating activities — — (21,402)Investing activities — — (664)Financing activities — — 10,700 Net cash provided by (used in) discontinued operations — — (11,366)Net increase (decrease) in cash (7,581) 7,963 (85)Cash and cash equivalents at beginning of period 8,009 46 131 Cash and cash equivalents at end of period $428 $8,009 $46 (a) Includes distributions from subsidiaries $14,205 $59,038 $42,820 F-29 Table of ContentsSchedule IISTAR GAS PARTNERS, L.P. AND SUBSIDIARIESVALUATION AND QUALIFYING ACCOUNTSYears Ended September 30, 2007, 2006 and 2005(in thousands) Year Description Balance atBeginningof Year Chargedto Costs &Expenses OtherChangesAdd (Deduct) Balance atEnd of Year2007 Allowance for doubtful accounts $6,532 $5,726 $(4,613)(a) $7,6452006 Allowance for doubtful accounts $8,433 $6,104 $(8,005)(a) $6,5322005 Allowance for doubtful accounts $5,622 $9,817 $(7,006)(a) $8,433(a)Bad debts written off (net of recoveries). F-30 Exhibit 10.24December 3, 2007Mr. Steven J. GoldmanDear Steve:This letter confirms your promotion to the position of Senior Vice President of Operations of Star Gas Partners, L.P. and its subsidiaries (the “Partnership”),effective as of May 31, 2007. We are pleased to offer you the following compensation package and other terms, the levels and conditions of which will be ineffect during your employment, unless otherwise modified by agreement between you and the Partnership.Base Salary: Your base annual salary will be $275,000 per year. You will be paid $11,458.33 semi-monthly subject to withholding of all applicabletaxes and benefit deductions.Benefit Coverage: You will be eligible to participate in the Partnership’s benefits plans in accordance with their terms and conditions.Terms: It is understood that your employment is at will and that either party can terminate the relationship at any time. If the Partnership terminatesyour employment for reasons other than for cause, or you terminate your employment for good reason, you will be entitled to one year’s salary asseverance. In consideration of this offer you agree that while you are an employee of the Partnership and for twelve months thereafter, you will notcompete with the Partnership nor become involved either as an employee, as a consultant or in any other capacity, in the sale of heating oil or propaneon a retail basis. You agree that you will not reveal any confidential information concerning the Partnership and that you will not solicit, nor seek tohire, employees of the Partnership during that time.Please indicate your acceptance of this offer by signing and dating this letter below.Should you have any questions, please do not hesitate to call me. Sincerely, Daniel P. DonovanPresident and Chief Executive Officer Accepted: Steven J. Goldman Date Exhibit 10.25Star Gas Partners, L.P.2187 Atlantic StreetStamford, CT 06904December 4, 2007Dear Dan:This will confirm our mutual Agreement with respect to a severance payment to be made to you after a Change in Control (as defined below) withrespect to Star Gas Partners, L.P. (“Star Gas”) as follows:1. If your employment with Star Gas is terminated for any reason (either by you or by Star Gas), other than by reason of your death, within a period of180 days following a Change in Control, you will be entitled to receive from Petro Holdings Inc. a severance payment equal to two times your base annualsalary in the year of such termination plus two times the average amount paid to you as a bonus and/or as profit sharing during the three years preceding theyear of such termination (“Severance Payment”), to be paid to you in a lump sum within 30 days after the termination of your employment. The term “Changeof Control” shall mean the present equity owners of Kestrel and their affiliates collectively shall cease for any reason to beneficially own equity interestshaving the voting power to elect at least a majority of the members of the board of directors or other governing board of the general partner of Star GasPartners L.P. or any successor entity to Star Gas Partners L.P.2. Controlling Nature of this Agreement. This Agreement shall be in addition to any other agreements between you and Star Gas (or any affiliate of StarGas). In the event of any conflict between this Agreement and any such other agreement, the terms of this Agreement shall control.3. Full Settlement. The obligation to pay the Severance Payment is subject to receipt by the Partnership of a waiver and release in form reasonablysatisfactory to the Partnership pursuant to which you will acknowledge that the Severance Payment is in lieu of all claims against the Partnership and itsaffiliates arising out of or relating to your employment and the termination of your employment, excepting only compensation and benefits accrued to thedate of termination of employment. In no way will you be obligated to seek other employment or take any other action to mitigate the amounts payable toyou pursuant to this Agreement. 4. Miscellaneous.(a) Successor. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.(b) Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not be construed as awaiver of any subsequent or continuing breach of the same provision or of any other provision of this Agreement.(c) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered byhand, or mailed by first-class certified mail, postage prepaid and return receipt requested, or facsimiled or sent by reputable overnight courier addressed asfollows:If to Dan Donovan:14 Kensington StreetLido Beach, NY 11561If to the Company:Star Gas Partners, L.P.2187 Atlantic StreetStamford, CT 06904Attn: PresidentWith a copy to:Phillips Nizer LLP666 Fifth AvenueNew York, NY 10103Telephone No.: 212-977-9700Facsimile No.: 212-262-5152Attn: Alan Shapiro, Esq.or, in each case, at such other address as may from time to time be specified to the other party in a notice similarly given. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York withoutgiving effect to the conflicts of law principles thereof.(e) Entire Agreement. This Agreement contains the entire Agreement of the parties and their affiliates relating to the subject matter hereof andsupersedes all prior Agreements, representations, warranties and understandings, written or oral, with respect thereto.(f) Validity. If any term or provision of this Agreement or the application thereof to any person, property or circumstance shall to any extent beinvalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, property or circumstances other than thoseas to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to thefullest extent permitted by law.(g) Amendments, Miscellaneous, Etc. Neither this Agreement, nor any term hereof, may be changed, waived, discharged or terminated except byan instrument in writing signed by the party against which such change, waiver, discharge or termination is sought to be enforced. This Agreement may beexecuted in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Theheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.Please indicate your agreement with the foregoing by signing in the space provided below. STAR GAS PARTNERS, L.P.By: Richard Ambury Chief Financial Officer AGREED: Dan Donovan Exhibit 10.26Star Gas Partners, L.P.2187 Atlantic StreetStamford, CT 06904December 4, 2007Dear Rich:This will confirm our mutual Agreement with respect to a severance payment to be made to you after a Change in Control (as defined below) withrespect to Star Gas Partners, L.P. (“Star Gas”) as follows:1. If your employment with Star Gas is terminated for any reason (either by you or by Star Gas), other than by reason of your death, within a period of180 days following a Change in Control, you will be entitled to receive from Petro Holdings Inc. a severance payment equal to two times your base annualsalary in the year of such termination plus two times the average amount paid to you as a bonus and/or as profit sharing during the three years preceding theyear of such termination (“Severance Payment”), to be paid to you in a lump sum within 30 days after the termination of your employment. The term “Changeof Control” shall mean the present equity owners of Kestrel and their affiliates collectively shall cease for any reason to beneficially own equity interestshaving the voting power to elect at least a majority of the members of the board of directors or other governing board of the general partner of Star GasPartners L.P. or any successor entity to Star Gas Partners L.P.2. Controlling Nature of this Agreement. This Agreement shall be in addition to any other agreements between you and Star Gas (or any affiliate of StarGas). In the event of any conflict between this Agreement and any such other agreement, the terms of this Agreement shall control.3. Full Settlement. The obligation to pay the Severance Payment is subject to receipt by the Partnership of a waiver and release in form reasonablysatisfactory to the Partnership pursuant to which you will acknowledge that the Severance Payment is in lieu of all claims against the Partnership and itsaffiliates arising out of or relating to your employment and the termination of your employment, excepting only compensation and benefits accrued to thedate of termination of employment. In no way will you be obligated to seek other employment or take any other action to mitigate the amounts payable toyou pursuant to this Agreement. 4. Miscellaneous.(a) Successor. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.(b) Waiver of Breach. The waiver by either party of a breach of any provision of this Agreement by the other party shall not be construed as awaiver of any subsequent or continuing breach of the same provision or of any other provision of this Agreement.(c) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been given when delivered byhand, or mailed by first-class certified mail, postage prepaid and return receipt requested, or facsimiled or sent by reputable overnight courier addressed asfollows:If to the Richard Ambury:41 Orchard Hill DriveFairfield, CT 06430If to the Company:Star Gas Partners, L.P.2187 Atlantic StreetStamford, CT 06904Attn: PresidentWith a copy to:Phillips Nizer LLP666 Fifth AvenueNew York, NY 10103Telephone No.: 212-977-9700Facsimile No.: 212-262-5152Attn: Alan Shapiro, Esq.or, in each case, at such other address as may from time to time be specified to the other party in a notice similarly given. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York withoutgiving effect to the conflicts of law principles thereof.(e) Entire Agreement. This Agreement contains the entire Agreement of the parties and their affiliates relating to the subject matter hereof andsupersedes all prior Agreements, representations, warranties and understandings, written or oral, with respect thereto.(f) Validity. If any term or provision of this Agreement or the application thereof to any person, property or circumstance shall to any extent beinvalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons, property or circumstances other than thoseas to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to thefullest extent permitted by law.(g) Amendments, Miscellaneous, Etc. Neither this Agreement, nor any term hereof, may be changed, waived, discharged or terminated except byan instrument in writing signed by the party against which such change, waiver, discharge or termination is sought to be enforced. This Agreement may beexecuted in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Theheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.Please indicate your agreement with the foregoing by signing in the space provided below. STAR GAS PARTNERS, L.P.By: Dan Donovan Chief Executive OfficerAGREED: Richard Ambury Exhibit 10.27SIXTH AMENDMENTSIXTH AMENDMENT, dated as of December 5, 2007 (this “Sixth Amendment”), to the Credit Agreement, dated as of December 17, 2004 (asamended by the First Amendment, dated as of November 2, 2005, the Second Amendment, dated as of February 3, 2006, the Third Amendment, dated as ofOctober 30, 2006, the Fourth Amendment and Waiver, dated as of December 28, 2006, the Fifth Amendment, dated as of April 13, 2007, this SixthAmendment and as the same may be further amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among PETROLEUMHEAT AND POWER CO., INC., a Minnesota corporation (the “Borrower”), the other Loan Parties party thereto, the several lenders from time to time partiesthereto (collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as an LC Issuer and as Agent (in such capacity, the “Agent”), BANK OF AMERICA,N.A. and WACHOVIA BANK, NATIONAL ASSOCIATION, as co-syndication agents, and RBS CITIZENS, N.A. and GENERAL ELECTRIC CAPITALCORPORATION, as co-documentation agents.W I T N E S S E T H :WHEREAS, the Borrower has requested that the Lenders amend the Credit Agreement in the manner provided for herein; andWHEREAS, the Lenders are willing to agree to the requested amendments;NOW, THEREFORE, in consideration of the premises contained herein, the parties hereto agree as follows:1. Defined Terms. Unless otherwise defined herein, terms which are defined in the Credit Agreement and used herein (and in the recitals hereto) asdefined terms are so used as so defined.2. Amendments to Article I of the Credit Agreement. Article I of the Credit Agreement is hereby amended as follows:(a) by amending and restating in its entirety the following definitions contained in such article, to read as follows:“Aggregate Commitment” means the aggregate of the Commitments of all of the Lenders, as reduced from time to time pursuant to the terms hereof,which Aggregate Commitment shall be, as of the Sixth Amendment Effective Date (as defined in the Sixth Amendment), in the amount of $360,000,000;provided that, for all purposes of this Credit Agreement (other than the definition of Available Commitment), the Aggregate Commitment shall be deemed tobe (i) $260,000,000 for each day other than any day during a Seasonal Availability Period or (ii) an amount equal to the Seasonal Availability Amount foreach day during a Seasonal Availability Period as provided for in the applicable Seasonal Availability Notice received by the Agent. “Seasonal Availability Period” means, until the Facility Termination Date, any period of up to five consecutive months during the period fromDecember 1 of each year through April 30 of the following year, which period may be initiated by a Seasonal Availability Notice. The Seasonal AvailabilityPeriod may be terminated early by written notice to such effect by the Borrower to the Agent at least three Business Days prior to the effective date of suchtermination.(b) by adding the following new definitions in the proper alphabetical order in such article:“Seasonal Availability Amount” means $310,000,000 or $360,000,000, as set forth in the applicable Seasonal Availability Notice.“Seasonal Availability Notice” means a written notice given by the Borrower at least three Business Days, and not more than ten Business Days, priorto the first day of the Seasonal Availability Period, specifying (a) the first day and length of such period (not exceeding five months) and (b) the initialSeasonal Availability Amount, provided that, following the delivery of a Seasonal Availability Notice with respect to a Seasonal Availability Period asdescribed above, the Borrower may subsequently deliver one supplemental written notice to the Agent changing the Seasonal Availability Amount with suchnotice to be effective three Business Days after receipt thereof by the Agent, provided that the Borrower may not deliver any Seasonal Availability Notice(including any such supplemental notice which increases the Seasonal Availability Amount) if a Default or Event of Default shall have then occurred and becontinuing.3. Amendment to Section 6.1 of the Credit Agreement. Section 6.1 (r) of the Credit Agreement is hereby amended by amending and restating suchSection in its entirety to read as follows:“(r) during the month of November through April, as soon as possible and in any event of each Monday, the weekly accounts receivable agings andinventory updates with respect to the prior week; and”.4. Amendment to Schedule I to the Credit Agreement. Schedule I to the Credit Agreement is hereby amended by deleting such Schedule I in its entiretyand substituting in lieu thereof the Schedule I that is attached as Annex I to this Sixth Amendment. On the Sixth Amendment Effective Date, each Lender’sshare of the Aggregate Credit Exposure as of the Sixth Amendment Effective Date shall be automatically adjusted such that such Lender’s share shall equalits Pro Rata Share after giving effect to any changes in the Commitments of the Lenders pursuant to this Sixth Amendment (and each Lender agrees to takesuch actions (including advancing funds to the Agent to enable the Agent to make adjustments in the funded amount of Revolving Loans held by eachLender, which adjustments are hereby consented to and requested by the Borrower and each Lender) as the Agent may reasonably request for the purpose ofeffecting any changes in each Lender’s share of the Aggregate Credit Exposure pursuant to this Sixth Amendment). 2 5. Representations and Warranties. On and as of the date hereof, each of the Borrower and the other Loan Parties hereby confirms, reaffirms and restatesin all material respects the representations and warranties set forth in Article V of the Credit Agreement, except to the extent that such representations andwarranties expressly relate to a specific earlier date in which case the Borrower or such Loan Party hereby confirms, reaffirms and restates such representationsand warranties as of such earlier date.6. Effectiveness of Sixth Amendment. This Sixth Amendment shall become effective (the “Sixth Amendment Effective Date”) as of the date of receiptby the Agent:(a) of counterparts of this Sixth Amendment duly executed by the Borrower, the other Loan Parties and each of the Lenders, submitted byfacsimile or electronic submission;(b) of an upfront fee from the Borrower, paid on the amount of the allocated increase in Commitments as separately agreed by the Borrower andthe Agent, for the account of each Lender that increases its Commitment pursuant to this Sixth Amendment and delivers a counterpart of this SixthAmendment on or before 1:00 p.m. New York time on December 5, 2007;(c) of all accrued interest and fees under the Credit Agreement as of the Sixth Amendment Effective Date from the Borrower; and(d) of all other fees required to be paid by the Borrower, and all expenses for which invoices have been presented to the Borrower (including thereasonable fees and expenses of legal counsel) in connection with the preparation and delivery of this Sixth Amendment, including, without limitation, thereasonable fees and disbursements of counsel to the Agent.7. Reference to and Effect on Loan Documents. On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the CreditAgreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement asamended hereby. Except as expressly amended herein, all of the provisions of the Credit Agreement and the other Loan Documents are and shall remain infull force and effect in accordance with the terms thereof and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness ofthis Sixth Amendment shall not be deemed to be a waiver of, or consent to, or a modification or amendment of, any other term or condition of the CreditAgreement or any other Loan Document or to prejudice any other right or rights which the Agent or the Lenders may now have or may have in the futureunder or in connection with the Credit Agreement or any of the instruments or agreements referred to therein, as the same may be amended from time to time.8. Expenses. The Borrower agrees to pay and reimburse the Agent for all its reasonable costs and out-of-pocket expenses incurred in connection withthe preparation and delivery of this Sixth Amendment, including, without limitation, the reasonable fees and disbursements of counsel to the Agent. 3 9. Counterparts. This Sixth Amendment may be executed in any number of counterparts by the parties hereto (including by facsimile transmission),each of which counterparts when so executed shall be an original, but all the counterparts shall together constitute one and the same instrument.10. GOVERNING LAW. THIS SIXTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK.[Signature pages follow] 4 IN WITNESS WHEREOF, the parties hereto have caused this Sixth Amendment to be executed and delivered by their respective duly authorizedofficers as of the date first above written. BORROWER:PETROLEUM HEAT AND POWER CO., INC.By: Name: Title: OTHER LOAN PARTIES:STAR GAS FINANCE COMPANYKESTREL HEAT, LLCSTAR/PETRO, INC.PETRO HOLDINGS, INC.MEENAN OIL CO., INC.MEENAN HOLDINGS OF NEW YORK, INC.REGIONOIL PLUMBING, HEATING AND COOLING CO.,INC.PETRO PLUMBING CORPORATIONMAXWHALE CORP.ORTEP OF PENNSYLVANIA, INC.RICHLAND PARTNERS, LLCCOLUMBIA PETROLEUM TRANSPORTATION, LLCPETRO, INC.MAREX CORPORATIONA.P. WOODSON COMPANYBy: Name: Title: STAR GAS PARTNERS, L.P.By: KESTREL HEAT, LLC, its General PartnerBy: Name: Title: MEENAN OIL CO. L.P.By: MEENAN OIL CO., INC., its General PartnerBy: Name: Title: 6 JPMORGAN CHASE BANK, N.A., as an LC Issuer,Agent, Collateral Agent and LenderBy: Name: Title: 7 BANK OF AMERICA, N.A., as LenderBy: Name: Title: 8 WACHOVIA BANK, NATIONAL ASSOCIATION, as LenderBy: Name: Title: 9 GENERAL ELECTRIC CAPITAL CORPORATION, as LenderBy: Name: Title: 10 RBS CITIZENS, N.A., as LenderBy: Name: Title: 11 WELLS FARGO FOOTHILL, LLC, as LenderBy: Name: Title: 12 SOCIETE GENERALE, as LenderBy: Name: Title: 13 LASALLE BANK NATIONAL ASSOCIATION, as LC Issuerand LenderBy: Name: Title: 14 ALLIED IRISH BANKS, P.L.C., as LenderBy: Name: Title: 15 PNC BANK, NATIONAL ASSOCIATION, as LenderBy: Name: Title: 16 CITIBANK, N.A., as LenderBy: Name: Title: 17 ISRAEL DISCOUNT BANK OF NEW YORK, as LenderBy: Name: Title: By: Name: Title: 18 RZB FINANCE LLC, as LenderBy: Name: Title: By: Name: Title: 19 BANK LEUMI USA, as LenderBy: Name: Title: By: Name: Title: 20 Annex Ito Sixth AmendmentSchedule ICommitments Lender Name CommitmentJPMorgan Chase Bank, N.A. $47,050,000Bank of America, N.A. $39,519,231Congress Financial Corporation $47,050,000General Electric Capital Corporation $45,893,300RBS Citizens, N.A. $38,750,000Wells Fargo Foothill, LLC $27,692,306Société Générale $23,538,462LaSalle Bank National Association $20,269,231Allied Irish Bank, p.l.c. $15,387,097PNC Bank, National Association $17,019,105Citibank, N.A. $9,290,323Israel Discount Bank of New York $11,076,924RZB Finance LLC $11,076,924Bank Leumi USA $6,387,097Total $360,000,000 21 Exhibit 14STAR GAS PARTNERS, L.P. POLICY NUMBER / SUBJECT:102 CODE OF BUSINESS CONDUCT & ETHICS DATE OF ISSUE:AUGUST 1, 2007SECTION:100 – BUSINESS PRACTICES SUPERSEDES ISSUE DATE:APRIL 1, 2005CODE OF BUSINESS CONDUCT AND ETHICSTo Whom the Code AppliesThis Code applies to all employees of Star Gas Partners, L.P. and its direct and indirect subsidiaries (collectively “Star Gas Partners”), including, but notlimited to, its principal executive officer; principal financial officer; principal accounting officer; or persons performing similar functions, as well as thedirectors of the general partner of Star Gas Partners. Its purpose is to deter wrongdoing and to provide full, fair, timely and understandable disclosures inpublic filings.The Standard of ConductStar Gas Partners employees must maintain the highest standards of ethical conduct in their work. Behaving ethically means avoiding: actual or apparentconflicts of interest between personal and professional relationships; lying; cheating; and stealing; as well as deception and subterfuge. Behaving ethicallyalso means personal compliance with all applicable governmental laws, rules, and regulations.Every employee records information of some kind, which is used for business purposes. Full, fair, accurate, understandable and timely reporting ofinformation is critical. Any employee who falsifies, alters, or misrepresents data or information, (including financial information), whether in a filing with anadministrative agency or in a public communication, will be severely disciplined if not discharged.Accurate Periodic ReportsAs you are aware, full, fair, accurate, timely and understandable disclosures in Star Gas Partners’ reports filed with the Securities and Exchange Commission(“SEC”) is legally required and is essential to the success of its business. Please exercise the highest standards of care in preparing such reports in accordancewith the following guidelines: ¨All Star Gas Partners accounting records, as well as reports produced from those records, must be in accordance with the laws of each applicablejurisdiction. ¨All records must fairly and accurately reflect the transactions or occurrences to which they relate. ¨All records must fairly and accurately reflect, in reasonable detail, the Star Gas Partners’ assets, liabilities, revenues and expenses. ¨Star Gas Partners’ accounting records must not contain any false or intentionally misleading entries. ¨No transactions should be intentionally misclassified as to accounts, departments or accounting periods. ¨All transactions must be supported by accurate documentation in reasonable detail and recorded in the proper account and in the proper accountingperiod. ¨No information should be concealed from the internal auditors or the independent auditors. ¨Compliance with Star Gas Partners’ system of internal accounting controls is required.Reporting MisconductThe duty and responsibility to accurately and honestly report information and to not lie, cheat, steal or deceive extends to and includes the duty to reportthose who breach this duty and responsibility and to provide information or participate in a proceeding wherein someone is alleged to have violated thisduty and responsibility.People Who Report Misconduct Are ProtectedEmployees who report unethical conduct, or who provide information in an investigation of alleged unethical behavior, are protected against retaliation oradverse employment actions for reporting the unethical conduct or participating in the investigation. This protection extends to, but is not limited to,employees who report alleged violations of the SEC rules relating to fraud against shareholders or any federal or state securities or anti fraud law.To Whom Is The Report To Be MadeAll actual or suspected fraud, misconduct, illegal activity and fraudulent financial reporting of any kind whatsoever should be reported directly to yourimmediate supervisor for appropriate follow-up action. It is the supervisor’s responsibility to notify Senior Management and the Director – Compliance /Internal Audit of all issues and resolutions. Employees are also encouraged to use either the anonymous Employee Awareness Hotline or the E-Mail address,or contact either the Director – Compliance / Internal Audit or the Chairman of the Audit Committee of the Board of Directors. Employees are encouraged touse the anonymous employee hotlines below or provide timely written notification. Neither the phone number nor the e-mail address of the employee will beprovided information in either media. The Company will treat all such calls and notifications as confidential and protect employee identity to the extentconsistent with its legal obligations. • Employee Awareness Hotline – 1.866.509.0821 • Email – http://mailto:StarGasHotline@gmail.com/ • Director – Compliance / Internal Audit – 1.203.328.7354Insider Trading/Access To Non-Public InformationIf you learn information that directly or indirectly relates to Star Gas Partners or could impact its value or unit price, you must share that information onlywith employees or advisers of Star Gas Partners who have a business reason to know what you know. It would be illegal for you to personally invest, or causeothers (e.g., friends, relatives) to invest for them or for you based on that information. Star Gas Partners has adopted a separate Insider Trading Policy, whichincludes, among other provisions, specific prohibitions on trading on non-public information or “tipping” others who might trade.Corporate OpportunitiesEmployees, Officers and Directors must never take for themselves personally opportunities that are discovered through the use of corporate property,information or position. Likewise, employees, Officers and Directors must never use corporate property or information for personal gain or to compete withStar Gas Partners. Your work hours are to be devoted solely to activities directly related to Star Gas Partners business. You may not perform work for or solicitbusiness for any other employer. Proper Use Of Star Gas Partners AssetsAll Company assets, (e.g., phones, computers, etc.) should be used for legitimate business purposes. Carelessness and waste are unacceptable.Proprietary And/Or Confidential InformationProprietary information is sensitive, confidential, private or classified technical, financial, personnel or business information. This includes trade secrets. Youmust not misuse or disclose such information to non-employees of Star Gas Partners (including family and friends). This obligation on your part not todisclose or misuse Star Gas Partners proprietary/confidential information continues when and if you leave Star Gas Partners for whatever reason.Relationships With Customers/SuppliersYou must treat all customers/suppliers fairly and according to applicable laws, customs and regulations.Business decisions regarding suppliers must be made on the basis of the quality, delivery, value and reliability of the product or service offered. Employeesmay not borrow money or accept advances or other personal payments from any person or company doing or seeking to do business with Star Gas Partners.Employees may not receive gifts of goods, services, accommodations or otherwise from any person or company doing or seeking to do business with Star GasPartners with a value in excess of $100, without the prior written approval of Star Gas Partners’ chief executive officer, chief financial officer or a member ofthe Board of Directors Audit Committee.Conflicts of InterestA “conflict” occurs when an individual’s private interest interferes or even appears to interfere in any way with the person’s professional relationships and/orthe interests of Star Gas Partners. You are conflicted if you take actions or have interests that may make it difficult for you to perform your work for Star GasPartners objectively and effectively. Likewise, you are conflicted if you or a member of your family receives personal benefits as a result of your position inStar Gas Partners (directly or through a company they are employed by or in which they have an ownership interest). You should avoid even the appearanceof such a conflict. For example, there is a likely conflict of interest if you:Cause Star Gas Partners to engage in business transactions with relatives or friends;Use nonpublic Star Gas Partners client or vendor information for personal gain by you, relatives or friends (including securities transactions based on suchinformation);Have more than a modest financial interest in Star Gas Partners vendors, clients or competitors;Receive a loan, or guarantee of obligations, from Star Gas Partners or a third party as a result of your position at Star Gas Partners; orCompete, or prepare to compete, with Star Gas Partners while still employed by Star Gas Partners.If you think you have been, are, or may become conflicted, report the situation to Star Gas Partners’ Director – Compliance / Internal Audit (203-328-7354)immediately. The prompt reporting of such situations will be favorably weighted should it be determined that corrective actions need to be administered. Waivers/ChangesNo waivers or changes in any provisions of this Code can be granted by any person other than the Board of Directors or a member of the Audit Committee ofthe Board of Directors. Any waiver or change will be in writing and will be promptly disclosed to the public, in accordance with rules applicable to publiccompanies like Star Gas Partners. Public disclosure will be made within five (5) business days after the waiver is granted or change is made or otherwise aspermitted under the applicable SEC regulations. It will be made by the filing of an SEC Form 8-K. Concurrently, notice will be made by a posting on Star GasPartners’ website, which posting will be retained for at least 12 months after it is initially posted.AccountabilityViolations of this Code will result in discipline up to and including termination and/or civil and/or criminal prosecution.RESPONSIBILITY OF:CHIEF EXECUTIVE OFFICEREFFECTIVE DATEAUGUST 1, 2007 Exhibit 21Partnership SubsidiariesA.P. Woodson Company—District of ColumbiaColumbia Petroleum Transportation, LLC—DelawareMarex Corporation—MarylandMeenan Holdings of New York, Inc.—New YorkMeenan Oil Co., Inc.—DelawareMeenan Oil Co., L.P.—DelawareMinnwhale, LLC.—New YorkOrtep of Pennsylvania, Inc.—PennsylvaniaPetro Holdings, Inc.—MinnesotaPetro Plumbing Corporation—New JerseyPetro, Inc.—DelawarePetroleum Heat and Power Co., Inc.—MinnesotaRegionOil Plumbing, Heating and Cooling Co., Inc.—New JerseyRichland Partners, LLC—PennsylvaniaStar Gas Finance Company—DelawareStar/Petro, Inc.—MinnesotaTG&E Service Company, Inc.—Florida Exhibit 23.1Consent of Independent Registered Public Accounting FirmThe Partners ofStar Gas Partners, L.P.:We consent to the incorporation by reference in the registration statements No. 333-100976 on Form S-3 and No. 333-49751 on Form S-4 of Star GasPartners, L.P. and subsidiaries of our report dated December 6, 2007, with respect to the consolidated balance sheets of Star Gas Partners, L.P. and subsidiariesas of September 30, 2007 and 2006, and the related consolidated statements of operations, partner’s capital and comprehensive income (loss), and cash flowsfor each of the years in the three-year period ended September 30, 2007, the related financial statement schedules, and the effectiveness of internal controlover financial reporting as of September 30, 2007, which report appears in the September 30, 2007 annual report on Form 10-K of Star Gas Partners, L.P. andsubsidiaries.KPMG LLPStamford, ConnecticutDecember 6, 2007 Exhibit 31.1CERTIFICATIONSI, Daniel P. Donovan, certify that: 1.I have reviewed this annual report on Form 10-K of Star Gas Partners, L.P. (“Registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted principles; (c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors: (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information and; (b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: December 7, 2007 /s/ Daniel P. DonovanDaniel P. DonovanPresident and Chief Executive OfficerStar Gas Partners, L.P. Exhibit 31.2CERTIFICATIONSI, Richard F. Ambury, certify that: 1.I have reviewed this annual report on Form 10-K of Star Gas Partners, L.P. (“Registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrants’ other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted principles; (c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors: (c)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information and; (d)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: December 7, 2007 /s/ RICHARD F. AMBURYRichard F. AmburyChief Financial OfficerStar Gas Partners, L.P. Exhibit 31.3CERTIFICATIONSI, Daniel P. Donovan, certify that: 1.I have reviewed this annual report on Form 10-K of Star Gas Finance Company (“Registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted principles; (c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors: (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information and; (b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: December 7, 2007 /s/ Daniel P. DonovanDaniel P. DonovanPresident and Chief Executive OfficerStar Gas Finance Company Exhibit 31.4CERTIFICATIONSI, Richard F. Ambury, certify that: 1.I have reviewed this annual report on Form 10-K of Star Gas Finance Company (“Registrant”); 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by thisreport; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)designed such internal controls over financial reporting, or caused such internal controls over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted principles; (c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors: (a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information and; (b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting.Date: December 7, 2007 /s/ RICHARD F. AMBURYRichard F. AmburyChief Financial OfficerStar Gas Finance Company Exhibit 32.1CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TO SECTION 906OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Star Gas Partners, L.P. (the “Partnership”) and Star Gas Finance Company on Form 10-K for the year endedSeptember 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel P. Donovan, President and ChiefExecutive Officer of the Partnership and Star Gas Finance Company, certify to my knowledge pursuant to 18 U.S.C. Section 1350, as adopted pursuant toSection 906 of the Sarbanes-Oxley Act of 2002, following due inquiry, I believe that: (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of thePartnership and Star Gas Finance Company.A signed original of this written statement required by Section 906 has been provided to Star Gas Partners, L.P. and will be retained by Star GasPartners, L.P. and furnished to the Securities and Exchange Commission or its staff upon request. STAR GAS PARTNERS, L.P.STAR GAS FINANCE COMPANYBy: KESTREL HEAT, LLC (General Partner)December 7, 2007 By: /s/ Daniel P. Donovan Daniel P. Donovan President and Chief Executive Officer Star Gas Partners, L.P. Star Gas Finance Company Exhibit 32.2CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Star Gas Partners, L.P. (the “Partnership”) and Star Gas Finance Company on Form 10-K for the year endedSeptember 30, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard F. Ambury, Chief Financial Officer ofthe Partnership and Star Gas Finance Company, certify to my knowledge pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002, following due inquiry, I believe that: (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of thePartnership and Star Gas Finance Company.A signed original of this written statement required by Section 906 has been provided to Star Gas Partners, L.P. and will be retained by Star GasPartners, L.P. and furnished to the Securities and Exchange Commission or its staff upon request. STAR GAS PARTNERS, L.P.STAR GAS FINANCE COMPANYBy: KESTREL HEAT, LLC (General Partner)December 7, 2007 By: /s/ RICHARD F. AMBURY Richard F. Ambury Chief Financial Officer Star Gas Partners, L.P. Star Gas Finance Company
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