Amended and Restated Pledge and Security Agreement

THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or modified from time to time, the “Security Agreement”) is entered into as of July 2, 2009 by and between Star Gas Partners, L.P., a Delaware limited partnership (the “Parent”), Petroleum Heat and Power Co., Inc., a Minnesota corporation (“Petro” or the “Borrower”), and each other direct or indirect subsidiary of the Parent from time to time party to this Security Agreement (each of the Parent, Petro and each other such Subsidiary of the Parent, a “Grantor”, and collectively, the “Grantors”), and JPMorgan Chase Bank, N.A., a national banking association, in its capacity as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined below) to the Credit Agreement referred to below.

Petro, the other loan parties named therein, JPMorgan Chase Bank, N.A., as agent, and the lenders thereto entered into that certain Amended and Restated Credit Agreement dated as of July 2, 2009 (as amended prior to the date hereof, the “Existing Credit Agreement”).

Pursuant to the Existing Credit Agreement, Petro, the other loan parties thereto and JPMorgan Chase Bank, N.A., for the benefit of the lenders thereto, entered into that certain Pledge and Security Agreement dated as of July 2, 2009 (the “Existing Security Agreement”) in order to induce the secured parties thereto to enter into and extend credit to Petro under the Existing Credit Agreement and to secure the obligations that it agreed to guarantee pursuant to Article XV of the Existing Credit Agreement.

Petro, the other Loan Parties named therein, JPMorgan Chase Bank, N.A., as Agent and an LC Issuer, and the Lenders are entering into an Amended and Restated Credit Agreement dated as of June 3, 2011 (as it may be amended or modified from time to time, the “Credit Agreement”).

Each Grantor is entering into this Security Agreement in order to induce the Secured Parties to enter into and extend credit to Petro under the Credit Agreement and to secure the Secured Obligations that it has agreed to guarantee pursuant to Article XV of the Credit Agreement.

ACCORDINGLY, the Grantors and the Collateral Agent, on behalf of the Secured Parties, agree that the Existing Security Agreement is hereby amended and restated as of the Effective Date to read in its entirety as follows:

1.1. Terms Defined in Credit Agreement. All capitalized terms used herein and not otherwise defined herein or in the UCC shall have the meanings assigned to such terms in the Credit Agreement.

1.2. Terms Defined in UCC. Terms defined in the UCC which are not otherwise defined in this Security Agreement are used herein as defined in the UCC.

1.3. Definitions of Certain Terms Used Herein. As used in this Security Agreement, in addition to the terms defined in the preamble and the Preliminary Statement, the following terms shall have the following meanings:

“Article” means a numbered article of this Security Agreement, unless another document is specifically referenced.

“Blocked Account Agreements” shall have the meaning set forth in Section 7.1(a).

“Collateral Deposit Account” shall have the meaning set forth in Section 7.1(a).

“Collateral Report” means any certificate (including any Borrowing Base Certificate), report or other document delivered by any Grantor to the Collateral Agent or any Lender with respect to the Collateral pursuant to any Loan Document.

“Control” shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.

“Copyrights” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to any of the foregoing throughout the world.

“Deposit Accounts” shall have the meaning set forth in Article 9 of the UCC.

“Electronic Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.

“Exhibit” refers to a specific exhibit to this Security Agreement, unless another document is specifically referenced.

“General Intangibles” means all “general intangibles” as such term is defined in Article 9 of the UCC including, without limitation, with respect to any Grantor, all contracts, agreements, instruments and indentures in any form, and portions thereof, to which such Grantor is a party or under which such Grantor has any right, title or interest or to which such Grantor or any property of such Grantor is subject, as the same may from time to time be amended, supplemented or otherwise modified, including, without limitation (but limited as aforesaid), (i) all rights of such Grantor to receive moneys due and to become due to it thereunder or in connection therewith, (ii) all rights of such Grantor to damages arising thereunder, (iii) all equity that constitutes “general intangibles” and (iv) all rights of such Grantor to perform and to exercise all remedies thereunder.

“Investment Property” shall have the meaning set forth in Article 9 of the UCC.

“Lenders” means the lenders party to the Credit Agreement and their successors and assigns.

“Letter-of-Credit Rights” shall have the meaning set forth in Article 9 of the UCC.

“Licenses” means, with respect to any Person, all of such Person’s right, title, and interest in and to (a) any and all licensing agreements or similar arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches thereof.

“Patents” means, with respect to any Person, all of such Person’s right, title, and interest in and to: (a) any and all patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions, continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of the foregoing throughout the world.

“Payment Intangibles” shall have the meaning set forth in Article 9 of the UCC.

“Pledged Collateral” means all Instruments, Securities and other Investment Property of the Grantors included as Collateral, whether or not physically delivered to the Collateral Agent pursuant to this Security Agreement.

“Proceeds” shall mean (a) all “proceeds,” as defined in Article 9 of the UCC, with respect to the Collateral (including Stock Rights and insurance proceeds), and (b) whatever is recoverable or recovered when any Collateral is sold, exchanged, collected, or disposed of, whether voluntarily or involuntarily.

“Promissory Notes” shall have the meaning set forth in Article 9 of the UCC.

“Receivables” means the Accounts, Chattel Paper, Documents, Investment Property, Instruments and any other rights or claims to receive money which are General Intangibles or which are otherwise included as Collateral.

“Remittance Processor” means Remitco LLC, a Delaware limited liability company.

“Remittance Processing Agreement” means the Remittance Processing Services Agreement, between the Remittance Processor and PHI and signed by PHI on August 22, 2003, as amended on June 30, 2008 and in effect as of the Closing Date.

“Required Secured Parties” means (a) prior to an acceleration of the obligations under the Credit Agreement, the Required Lenders, and (b) after an acceleration of the obligations under the Credit Agreement but prior to the date upon which the Credit Agreement has terminated by its terms and all of the obligations thereunder have been paid in full, Lenders holding in the aggregate at least a majority of the total of the Aggregate Credit Exposure, and (c) after the Credit Agreement has terminated by its terms and all of the obligations thereunder have been paid in full (whether or not the obligations under the Credit Agreement were ever accelerated), Secured Parties holding in the aggregate at least a majority of the aggregate net early termination payments and all other amounts then due and unpaid from any Grantor to the Secured Parties (i) under Commodity Hedging Agreements and (ii) to the extent permitted under applicable debt agreements, with respect to any (x) Banking Services and (y) Rate Management Transactions (other than Commodity Hedging Agreements), as determined by the Collateral Agent in its reasonable discretion.

“Section” means a numbered section of this Security Agreement, unless another document is specifically referenced.

“Secured Parties” means, collectively, the Lenders and the Agent, any other holder from time to time of any of the Secured Obligations and, in each case, their respective successors and assigns.

“Stock Rights” means all dividends, instruments or other distributions and any other right or property which the Grantors shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange for any Capital Stock constituting Collateral, any right to receive Capital Stock and any right to receive earnings, in which the Grantors now have or hereafter acquire any right, issued by an issuer of such Capital Stock.

“Supporting Obligations” shall have the meaning set forth in Article 9 of the UCC.

“Tangible Chattel Paper” shall have the meaning set forth in Article 9 of the UCC.

“Trademarks” means, with respect to any Person, all of such Person’s right, title, and interest in and to the following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing, whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements thereof; (e) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided that to the extent that the Uniform Commercial Code is used to define any term in any security document and such term is defined differently in differing Articles of the Uniform Commercial Code, the definition of such term contained in Article 9 shall govern; provided, further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, publication or priority of, or remedies with respect to, Liens of any Party is governed by the Uniform Commercial Code or foreign personal property security laws as enacted and in effect in a jurisdiction other than the State of New York, the term “Uniform Commercial Code” will mean the Uniform Commercial Code or such foreign personal property security laws as enacted and in effect in such other jurisdiction solely for purposes of the provisions thereof relating to such attachment, perfection, priority or remedies and for purposes of definitions related to such provisions.

“Unmatured Default” means an event which but for the lapse of time or the giving of notice, or both, would constitute a Default hereunder.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

Each Grantor hereby pledges, assigns and grants to the Collateral Agent, on behalf of and for the benefit of the Secured Parties, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations thereof), and whether owned or consigned by or to, or leased from or to, such Grantor, and regardless of where located (all of which will be collectively referred to as the “Collateral”), including:

(ii) all Chattel Paper (including Tangible Chattel Paper and Electronic Chattel Paper);

(xii) all letters of credit, Letter-of-Credit Rights and Supporting Obligations;

(xiii) (x) all Deposit Accounts with any bank or other financial institution and all cash, checks, other negotiable instruments, funds and other evidences of payments held therein and (y) all Securities and Security Entitlements, and securities accounts, in each case, to the extent constituting cash or cash equivalents or representing a claim to cash equivalents;

(xvi) all Rate Management Transactions (including Commodity Hedging Agreements); and

(xvii) and all accessions to, substitutions for and replacements, Proceeds and products of the foregoing, together with all books and Records, customer lists, credit files, computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at any time evidencing or relating to any of the foregoing,

to secure the prompt and complete payment and performance of the Secured Obligations.

Each Grantor represents and warrants to the Collateral Agent and the Secured Parties that:

3.1. Title, Perfection and Priority. Such Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except for Liens permitted under Section 4.1(e), and has full power and authority to grant to the Collateral Agent the security interest in such Collateral pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on Exhibit H, the Collateral Agent will have a fully perfected first priority security interest in that Collateral of the Grantor in which a security interest may be perfected by filing, subject only to Liens permitted under Section 4.1(e).

3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers. The type of entity of such Grantor, its state of organization, the organizational number issued to it by its state of organization and its federal employer identification number are set forth on Exhibit A.

3.3. Principal Location. Such Grantor’s mailing address and the location of its place of business (if it has only one) or its chief executive office (if it has more than one place of business), is disclosed in Exhibit A; such Grantor has no other places of business except those set forth in Exhibit A.

3.4. Collateral Locations. All of such Grantor’s locations where Collateral is located are listed on Exhibit A. All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.

3.5. Deposit Accounts. All of such Grantor’s Deposit Accounts are listed on Exhibit B.

3.6. Exact Names. Such Grantor’s name in which it has executed this Security Agreement is the exact name as it appears in such Grantor’s organizational documents, as amended, as filed with such Grantor’s jurisdiction of organization.

3.7. Letter-of-Credit Rights and Chattel Paper. Exhibit C lists all Letter-of-Credit Rights and Chattel Paper of such Grantor. All action by such Grantor necessary or desirable to protect and perfect the Collateral Agent’s Lien on each item listed on Exhibit C (including the delivery of all originals and the placement of a legend on all Chattel Paper as required hereunder) has been duly taken. The Collateral Agent will have a fully perfected first priority security interest in the Collateral listed on Exhibit C, subject only to Liens permitted under Section 4.1(e).

(a) The names of the obligors, amounts owing, due dates and other information with respect to its Accounts and Chattel Paper are and will be correctly stated in all records of the Grantor relating thereto and in all invoices and Collateral Reports with respect thereto furnished to the Collateral Agent by such Grantor from time to time. As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be.

(b) With respect to its Accounts, except as specifically disclosed on the most recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all Accounts represent bona fide sales of Inventory or rendering of services to Account Debtors in the ordinary course of such Grantor’s business and are not evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no setoffs, claims or disputes existing or asserted with respect thereto and such Grantor has not made any agreement with any Account Debtor for any extension of time for the payment thereof, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance allowed by such Grantor in the ordinary course of its business for prompt payment or as are generally offered in the industry by competitors of such Grantor in the applicable markets and in each case as disclosed to the Collateral Agent; (iv) to such Grantor’s knowledge, there are no facts, events or occurrences which in any way impair the validity or enforceability thereof or could reasonably be expected to reduce the amount payable thereunder as shown on such Grantor’s books and records and any invoices, statements and Collateral Reports with respect thereto; (v) such Grantor has not received any notice of proceedings or actions which are threatened or pending against any Account Debtor which might result in any adverse change in such Account Debtor’s financial condition; and (vi) such Grantor has no knowledge that any Account Debtor is unable generally to pay its debts as they become due.

(c) In addition, with respect to all of its Accounts, (i) the amounts shown on all invoices, statements and Collateral Reports with respect thereto are actually and absolutely owing to such Grantor as indicated thereon and are not in any way contingent; (ii) no payments have been or shall be made thereon except payments immediately delivered to a Blocked Account, Lockbox or a Collateral Deposit Account as required pursuant to Section 7.1; and (iii) to such Grantor’s knowledge, all Account Debtors have the capacity to contract.

3.9. Inventory. With respect to any of its Inventory scheduled or listed on the most recent Collateral Report, (a) such Inventory (other than Inventory in transit) is located at one of such Grantor’s locations set forth on Exhibit A, (b) no Inventory (other than Inventory in transit) is now, or shall at any time or times hereafter be stored at any other location except as permitted by Section 4.1(g), (c) such Grantor has good, indefeasible and merchantable title to such Inventory and such Inventory is not subject to any Lien or security interest or document whatsoever except for the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, and except for Permitted Liens, (d) except as specifically disclosed in the most recent Collateral Report, such Inventory is Eligible Heating Oil and Other Fuel Inventory or Other Eligible Inventory, in each case of good and merchantable quality, free from any defects, (e) such Inventory is not subject to any licensing, patent, royalty, trademark, trade name or copyright agreements with any third parties which would require any consent of any third party upon sale or disposition of that Inventory or the payment of any monies to any third party upon such sale or other disposition, and (f) the completion of sale or other disposition of such Inventory by the Collateral Agent following a Default shall not require the consent of any Person and shall not constitute a breach or default under any contract or agreement to which such Grantor is a party or to which such property is subject.

3.10. Intellectual Property. Exhibit D includes all material Patents, Trademarks or Copyrights owned by such Grantor in its own name on the date hereof. To the best of such Grantor’s knowledge, each of its material Patents, Trademarks and Copyrights owned or held by such Grantor is, on the date hereof, valid, subsisting, unexpired, enforceable and has not been abandoned. None of such Patents, Trademarks and Copyrights is, on the date hereof, the subject of any licensing or franchise agreement. No action or proceeding is

pending on the date hereof seeking to limit, cancel or question the validity, or otherwise materially affect the value of any Patent, Trademark or Copyright. This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit H and this Security Agreement with the United States Copyright Office and the United States Patent and Trademark Office, fully perfected first priority security interests in favor of the Collateral Agent on such Grantor’s Patents, Trademarks and Copyrights, such perfected security interests are enforceable as such as against any and all creditors of and purchasers from the Grantor; and all action necessary or desirable to protect and perfect the Collateral Agent’s Lien on such Grantor’s Patents, Trademarks or Copyrights shall have been duly taken.

3.11. Filing Requirements. None of its Equipment is covered by any certificate of title, except for the vehicles described in Part I of Exhibit E. None of the Collateral owned by it is of a type for which security interests or liens may be perfected by filing under any federal statute except for (a) the vehicles described in Part II of Exhibit E and (b) Patents, Trademarks and Copyrights held by such Grantor and described in Exhibit D. The legal description, county and street address of each property on which any Fixtures are located is set forth in Exhibit F together with the name and address of the record owner of each such property.

3.12. No Financing Statements, Security Agreements. No financing statement or security agreement describing all or any portion of the Collateral which has not lapsed or been terminated naming such Grantor as debtor has been filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Collateral Agent on behalf of the Secured Parties as the secured party, and (b) as permitted by Section 4.1(e).

(a) Exhibit G sets forth a complete and accurate list of all Pledged Collateral owned by such Grantor. Such Grantor is the direct, sole beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit G as being owned by it, free and clear of any Liens, except for Liens permitted under Section 4.1(e). Such Grantor further represents and warrants that (i) all Pledged Collateral owned by it constituting Capital Stock has been (to the extent such concepts are relevant with respect to such Pledged Collateral) duly authorized, validly issued, are fully paid and non-assessable, (ii) with respect to any certificates representing any Pledged Collateral constituting Capital Stock, either such certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are not Securities, such Grantor has so informed the Collateral Agent so that the Collateral Agent may take steps to perfect its security interest therein as a General Intangible, (iii) all such Pledged Collateral held by a securities intermediary is covered by a control agreement among such Grantor, the securities intermediary and the Collateral Agent pursuant to which the Collateral Agent has Control and (iv) all Pledged Collateral which represents Indebtedness owed to such Grantor has been duly authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such issuer and such issuer is not in default thereunder.

(b) In addition, (i) none of the Pledged Collateral owned by it has been issued or transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) there are existing no options, warrants, calls or commitments of any character whatsoever relating to such Pledged Collateral or which obligate the issuer of any Capital Stock included in the Pledged Collateral to issue additional Capital Stock, and

(iii) no consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other Person is required for the pledge by such Grantor of such Pledged Collateral pursuant to this Security Agreement or for the execution, delivery and performance of this Security Agreement by such Grantor, or for the exercise by the Collateral Agent of the voting or other rights provided for in this Security Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Security Agreement, except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally.

(c) Except as set forth in Exhibit G, such Grantor or Grantors collectively own 100% of the issued and outstanding Capital Stock which constitutes Pledged Collateral and none of the Pledged Collateral which represents Indebtedness owed to such Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.

From the date of this Security Agreement, and thereafter until this Security Agreement is terminated, each Grantor agrees that:

(a) Collateral Records. Such Grantor will maintain complete and accurate books and records with respect to the Collateral owned by it, and furnish to the Collateral Agent, with sufficient copies for each of the Secured Parties, such reports relating to such Collateral as the Collateral Agent shall from time to time request.

(b) Authorization to File Financing Statements; Ratification. Such Grantor hereby authorizes the Collateral Agent to file, and if requested will deliver to the Collateral Agent, all financing statements and other documents and take such other actions as may from time to time be requested by the Collateral Agent in order to maintain a first priority perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor. Any financing statement filed by the Collateral Agent may be filed in any filing office in any UCC jurisdiction and may (i) indicate such Grantor’s Collateral (1) as all assets of the Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (2) by any other description which reasonably approximates the description contained in this Security Agreement, and (ii) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether such Grantor is an organization, the type of organization and any organization identification number issued to such Grantor, and (B) in the case of a financing statement filed as a fixture filing or indicating such Grantor’s Collateral as as-extracted collateral or timber to be cut, a sufficient description of real Property to which the Collateral relates. Such Grantor also agrees to furnish any such information to the Collateral Agent promptly upon request. Such Grantor also ratifies its authorization for the Collateral Agent to have filed in any UCC jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof.

(c) Further Assurances. Such Grantor will, if so requested by the Collateral Agent, furnish to the Collateral Agent, as often as the Collateral Agent requests, statements and schedules further identifying and describing the Collateral owned by it (including amended exhibits to this Security

Agreement) and such other reports and information in connection with its Collateral as the Collateral Agent may reasonably request, all in such detail as the Collateral Agent may specify. Such Grantor also agrees to take any and all actions necessary to defend title to the Collateral owned by it against all persons and to defend the security interest of the Collateral Agent in its Collateral and the priority thereof against any Lien not expressly permitted hereunder.

(d) Disposition of Collateral. Such Grantor will not sell, lease or otherwise dispose of the Collateral owned by it except for dispositions specifically permitted pursuant to Section 6.19 of the Credit Agreement.

(e) Liens. Such Grantor will not create, incur, or suffer to exist any Lien on the Collateral owned by it except (i) the security interest created by this Security Agreement, and (ii) other Permitted Liens.

(f) Other Financing Statements. Such Grantor will not authorize the filing of any financing statement naming it as debtor covering all or any portion of the Collateral owned by it, except as permitted by Section 4.1(e). Such Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of the Collateral Agent, subject to such Grantor’s rights under Section 9-509(d)(2) of the UCC.

(g) Locations. Such Grantor will not (i) maintain any Collateral owned by it at any location other than those locations listed on Exhibit A, (ii) otherwise change, or add to, such locations without the Collateral Agent’s prior written consent as required by the Credit Agreement (and if the Collateral Agent gives such consent, the Grantor will concurrently therewith obtain a Collateral Access Agreement for each such location to the extent required by the Credit Agreement), or (iii) change its principal place of business or chief executive office from the location identified on Exhibit A, other than as permitted by the Credit Agreement.

(h) Compliance with Terms. Such Grantor will perform and comply with all obligations in respect of the Collateral owned by it and all agreements to which it is a party or by which it is bound relating to such Collateral.

(a) Certain Agreements on Receivables. Such Grantor will not make or agree to make any discount, credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the original amount thereof, except that, prior to the occurrence of a Default, such Grantor may reduce the amount of Accounts arising from the sale of Inventory in accordance with its present policies and in the ordinary course of business.

(b) Collection of Receivables. Except as otherwise provided in this Security Agreement, such Grantor will collect and enforce, at such Grantor’s sole expense, all amounts due or hereafter due to such Grantor under the Receivables owned by it.

(c) Delivery of Invoices. Such Grantor will deliver to the Collateral Agent immediately upon its request duplicate invoices with respect to each Account owned by it bearing such language of assignment as the Collateral Agent shall specify.

(d) Disclosure of Counterclaims on Receivables. If (i) any discount, credit or agreement to make a rebate or to otherwise reduce the amount owing on any Receivable owned by such Grantor exists or (ii) if, to the knowledge of such Grantor, any dispute, setoff, claim, counterclaim or defense exists or has been asserted or threatened with respect to any such Receivable, such Grantor will promptly disclose such fact to the Collateral Agent in writing. Such Grantor shall send the Collateral Agent a copy of each credit memorandum in excess of $1,000 as soon as issued, and such Grantor shall promptly report each credit memo and each of the facts required to be disclosed to the Collateral Agent in accordance with this Section 4.2(d) on the Borrowing Base Certificates submitted by it.

(e) Electronic Chattel Paper. Such Grantor shall take all steps necessary to grant the Collateral Agent Control of all electronic chattel paper in accordance with the UCC and all “transferable records” as defined in each of the Uniform Electronic Transactions Act and the Electronic Signatures in Global and National Commerce Act.

(a) Maintenance of Goods. Such Grantor will do all things necessary to maintain, preserve, protect and keep its Inventory and the Equipment in good repair and working and saleable condition, except for damaged or defective goods arising in the ordinary course of such Grantor’s business and except for ordinary wear and tear in respect of the Equipment.

(c) Inventory Count; Perpetual Inventory System. Such Grantor will conduct a physical count of its Inventory at least once per Fiscal Year, and after and during the continuation of a Default, at such other times as the Collateral Agent requests. Such Grantor, at its own expense, shall deliver to the Collateral Agent the results of each physical verification, which such Grantor has made, or has caused any other Person to make on its behalf, of all or any portion of its Inventory. Such Grantor will maintain a perpetual inventory reporting system at all times.

(d) Equipment. Such Grantor shall inform the Collateral Agent of any additions to or deletions from its Equipment within 30 days of such addition or deletion. Such Grantor shall not permit any Equipment to become a fixture with respect to real property or to become an accession with respect to other personal property with respect to which real or personal property the Collateral Agent does not have a Lien. Such Grantor will not, without the Collateral Agent’s prior written consent, alter or remove any identifying symbol or number on any of such Grantor’s Equipment constituting Collateral.

(e) Titled Vehicles. Such Grantor will give the Collateral Agent notice of its acquisition of any vehicle covered by a certificate of title and deliver to the Collateral Agent, upon request, the original of any vehicle title certificate and provide and/or file all other documents or instruments necessary to have the Lien of the Collateral Agent noted on any such certificate or with the appropriate state office.

4.4. Delivery of Instruments, Securities, Chattel Paper and Documents. Such Grantor will (a) deliver to the Collateral Agent immediately upon execution of this Security Agreement the originals of all Chattel Paper, Securities and Instruments constituting Collateral owned by it (if any then exist), (b) hold in trust for the Collateral Agent upon receipt and immediately thereafter deliver to the Collateral Agent any such Chattel Paper, Securities and Instruments constituting

Collateral, (c) upon the Collateral Agent’s request, deliver to the Collateral Agent (and thereafter hold in trust for the Collateral Agent upon receipt and immediately deliver to the Collateral Agent) any Document evidencing or constituting Collateral and (d) upon the Collateral Agent’s request, deliver to the Collateral Agent a duly executed amendment to this Security Agreement, in the form of Exhibit I hereto (the “Amendment”), pursuant to which such Grantor will pledge such additional Collateral. Such Grantor hereby authorizes the Collateral Agent to attach each Amendment to this Security Agreement and agrees that all additional Collateral owned by it set forth in such Amendments shall be considered to be part of the Collateral.

4.5. Uncertificated Pledged Collateral. Such Grantor will permit the Collateral Agent from time to time to cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or other types of Pledged Collateral owned by it not represented by certificates to mark their books and records with the numbers and face amounts of all such uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor to reflect the Lien of the Collateral Agent granted pursuant to this Security Agreement. With respect to any Pledged Collateral owned by it, such Grantor will take any actions necessary to cause (a) the issuers of uncertificated securities which are Pledged Collateral and (b) any securities intermediary which is the holder of any such Pledged Collateral, to cause the Collateral Agent to have and retain Control over such Pledged Collateral. Without limiting the foregoing, such Grantor will, with respect to any such Pledged Collateral held with a securities intermediary, cause such securities intermediary to enter into a control agreement with the Collateral Agent, in form and substance satisfactory to the Collateral Agent, giving the Collateral Agent Control.

(a) Changes in Capital Structure of Issuers. Such Grantor will not (i) permit or suffer any issuer of Capital Stock constituting Pledged Collateral owned by it to dissolve, merge, liquidate, retire any of its Capital Stock or other Instruments or Securities evidencing ownership, reduce its capital, sell or encumber all or substantially all of its assets (except for Permitted Liens and sales of assets permitted pursuant to Section 4.1(d)) or merge or consolidate with any other entity, or (ii) vote any such Pledged Collateral in favor of any of the foregoing.

(b) Issuance of Additional Securities. Such Grantor will not permit or suffer the issuer of Capital Stock constituting Pledged Collateral owned by it to issue additional Capital Stock, any right to receive the same or any right to receive earnings, except to such Grantor.

(c) Registration of Pledged Collateral. Such Grantor will permit any registerable Pledged Collateral owned by it to be registered in the name of the Collateral Agent or its nominee at any time at the option of the Required Secured Parties.

(i) Without in any way limiting the foregoing and subject to clause (ii) below, such Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral owned by it for all purposes not inconsistent with this Security Agreement, the Credit Agreement or any other Loan Document; provided however, that no vote or other right shall be exercised or action taken which would have the effect of impairing the rights of the Collateral Agent in respect of such Pledged Collateral.

(ii) Such Grantor will permit the Collateral Agent or its nominee at any time after the occurrence of a Default, without notice, to exercise all voting rights or other rights relating to the Pledged Collateral owned by it, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining to any Capital Stock or Investment Property constituting such Pledged Collateral as if it were the absolute owner thereof.

(iii) Such Grantor shall be entitled to collect and receive for its own use all cash dividends and interest paid in respect of the Pledged Collateral owned by it to the extent not in violation of the Credit Agreement other than any of the following distributions and payments (collectively referred to as the “Excluded Payments”): (A) dividends and interest paid or payable other than in cash in respect of such Pledged Collateral, and instruments and other property received, receivable or otherwise distributed in respect of, or in exchange for, such Pledged Collateral; (B) dividends and other distributions paid or payable in cash in respect of such Pledged Collateral in connection with a partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid-in capital of an issuer; and (C) cash paid, payable or otherwise distributed, in respect of principal of, or in redemption of, or in exchange for, such Pledged Collateral; provided, however, that until actually paid, all rights to such distributions shall remain subject to the Lien created by this Security Agreement; and

(iv) All Excluded Payments and all other distributions in respect of any of the Pledged Collateral owned by such Grantor, whenever paid or made, shall be delivered to the Collateral Agent to hold as Pledged Collateral and shall, if received by such Grantor, be received in trust for the benefit of the Collateral Agent, be segregated from the other property or funds of such Grantor, and be forthwith delivered to the Collateral Agent as Pledged Collateral in the same form as so received (with any necessary endorsement).

(a) Such Grantor will use its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or benefit of the Collateral Agent of any License held by such Grantor and to enforce the security interests granted hereunder.

(b) Such Grantor shall notify the Collateral Agent immediately if it knows or has reason to know that any application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) may become abandoned, invalidated, dedicated or otherwise impaired, or of any adverse determination or development (including the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the United States Copyright Office or any court) regarding such Grantor’s ownership of any Patent, Trademark or Copyright, its right to register the same, or to keep and maintain the same.

(c) In no event shall such Grantor, either directly or through any agent, employee, licensee or designee, file an application for the registration of any Patent, Trademark or Copyright with the United States Patent and Trademark Office, the United States Copyright Office or any similar office

or agency without giving the Collateral Agent prior written notice thereof, and, upon request of the Collateral Agent, such Grantor shall execute and deliver any and all agreements, instruments, documents, papers and/or security agreements as the Collateral Agent may request to evidence the Collateral Agent’s first priority security interest on such Patent, Trademark or Copyright, and the General Intangibles of such Grantor relating thereto or represented thereby.

(d) Such Grantor shall take all actions necessary or requested by the Collateral Agent to maintain and pursue each application, to obtain the relevant registration and to maintain the registration of each of its Patents, Trademarks and Copyrights (now or hereafter existing), including the filing of applications for renewal, affidavits of use, affidavits of noncontestability and opposition and interference and cancellation proceedings .

(e) Such Grantor shall, unless it shall reasonably determine that such Patent, Trademark or Copyright is in no way material to the conduct of its business or operations, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as the Collateral Agent shall deem appropriate under the circumstances to protect such Patent, Trademark or Copyright. In the event that such Grantor institutes suit because any of its Patents, Trademarks or Copyrights constituting Collateral is infringed upon, or misappropriated or diluted by a third party, such Grantor shall comply with Section 4.8. Such Grantor shall not do any act that knowingly uses a Patent, Trademark or Copyright that infringes the intellectual property rights of any third party.

4.8. Commercial Tort Claims. Such Grantor shall promptly, and in any event within two Business Days after the same is acquired by it, notify the Collateral Agent of any commercial tort claim (as defined in the UCC) in excess of $50,000 acquired by it and, unless the Collateral Agent otherwise consents, such Grantor shall enter into an amendment to this Security Agreement, in the form of Exhibit J hereto, granting to Collateral Agent a first priority security interest in such commercial tort claim.

4.9. Letter-of-Credit Rights. If such Grantor is or becomes the beneficiary of a letter of credit in excess of $50,000, it shall promptly, and in any event within two Business Days after becoming a beneficiary, notify the Collateral Agent thereof and cause the issuer and/or confirmation bank to (i) consent to the assignment of any Letter-of-Credit Rights to the Collateral Agent and (ii) agree to direct all payments thereunder to a Deposit Account at the Collateral Agent or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.18 of the Credit Agreement, all in form and substance reasonably satisfactory to the Collateral Agent.

4.10. Federal, State or Municipal Claims. Such Grantor will promptly notify the Collateral Agent of any Collateral which constitutes a claim against the United States government or any state or local government or any instrumentality or agency thereof, the assignment of which claim is restricted by federal, state or municipal law.

4.11. No Interference. Such Grantor agrees that it will not interfere with any right, power and remedy of the Collateral Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Collateral Agent of any one or more of such rights, powers or remedies.

5.1. Defaults. The occurrence of any one or more of the following events shall constitute a Default hereunder:

(a) Any representation or warranty made by or on behalf of any Grantor under or in connection with this Security Agreement shall be materially false as of the date on which made.

(b) The breach by any Grantor of any of the terms or provisions of Article IV or Article VII.

(c) The breach by any Grantor (other than a breach which constitutes a Default under any other Section of this Article V) of any of the terms or provisions of this Security Agreement which is not remedied within ten days after such breach.

(d) The occurrence of any “Default” under, and as defined in, the Credit Agreement.

(e) Any Capital Stock which is included within the Collateral shall at any time constitute a Security or the issuer of any such Capital Stock shall take any action to have such interests treated as a Security unless (i) all certificates or other documents constituting such Security have been delivered to the Collateral Agent and such Security is properly defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise, or (ii) the Collateral Agent has entered into a control agreement with the issuer of such Security or with a securities intermediary relating to such Security and such Security is defined as such under Article 8 of the UCC of the applicable jurisdiction, whether as a result of actions by the issuer thereof or otherwise.

(a) Upon the occurrence of a Default and during the continuation thereof, the Collateral Agent may exercise any or all of the following rights and remedies:

(i) those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document; provided that, this Section 5.2(a) shall not be understood to limit any rights or remedies available to the Collateral Agent and the Secured Parties prior to a Default;

(ii) those rights and remedies available to a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank’s right of setoff or bankers’ lien) when a debtor is in default under a security agreement;

(iii) give notice of sole control or any other instruction under any Deposit Account Control Agreement and other control agreement with any securities intermediary and take any action therein with respect to such Collateral;

(iv) without notice (except as specifically provided in Section 8.1 or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person, enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private sale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Collateral Agent may deem commercially reasonable; and

(v) concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof.

(b) The Collateral Agent, on behalf of the Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

(c) The Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.

(d) Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.

(e) If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain obligations of any Grantor in respect of any Rate Management Transaction (including Commodity Hedging Agreements) or Banking Services, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of such obligations in respect of such Rate Management Transactions (including Commodity Hedging Agreements) or Banking Services.

(f) Notwithstanding the foregoing, neither the Collateral Agent nor the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

(g) Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with clause (a) above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

5.3. Grantor’s Obligations Upon Default. Upon the request of the Collateral Agent after the occurrence of a Default, each Grantor will:

(a) assemble and make available to the Collateral Agent the Collateral and all books and records relating thereto at any place or places specified by the Collateral Agent, whether at a Grantor’s premises or elsewhere;

(b) permit the Collateral Agent, by the Collateral Agent’s representatives and agents, to enter any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral;

(c) prepare and file, or cause an issuer of Pledged Collateral to prepare and file, with the Securities and Exchange Commission or any other applicable government agency, registration statements, a prospectus and such other documentation in connection with the Pledged Collateral as the Collateral Agent may request, all in form and substance satisfactory to the Collateral Agent, and furnish to the Collateral Agent, or cause an issuer of Pledged Collateral to furnish to the Collateral Agent, any information regarding the Pledged Collateral in such detail as the Collateral Agent may specify;

(d) take, or cause an issuer of Pledged Collateral to take, any and all actions necessary to register or qualify the Pledged Collateral to enable the Collateral Agent to consummate a public sale or other disposition of the Pledged Collateral; and

(e) at its own expense, cause the independent certified public accountants then engaged by each Grantor to prepare and deliver to the Collateral Agent and each Lender, at any time, and from time to time, promptly upon the Collateral Agent’s request, the following reports with respect to the applicable Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.

5.4. Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

6.1. Account Verification. The Collateral Agent may at any time, in the Collateral Agent’s own name, in the name of a nominee of the Collateral Agent, or in the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of any such Grantor, parties to contracts with any such Grantor and obligors in respect of Instruments of any such Grantor to verify with such Persons, to the Collateral Agent’s satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment intangibles and/or other Receivables.

(a) Each Grantor irrevocably authorizes the Collateral Agent at any time and from time to time in the sole discretion of the Collateral Agent and appoints the Collateral Agent as its attorney in fact (i) to execute on behalf of such Grantor as debtor and to file financing statements necessary or desirable in the Collateral Agent’s sole discretion to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (ii) to endorse and collect any cash Proceeds of the Collateral, (iii) to file a carbon, photographic or other reproduction of this Security Agreement or any financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a financing statement (which does not add new collateral or add a debtor) in such offices as the Collateral Agent in its sole discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the Collateral Agent’s security interest in the Collateral, (iv) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Collateral Agent Control over such Pledged Collateral, (v) to apply the Proceeds of any Collateral received by the Collateral Agent to the Secured Obligations as provided in Section 7.3, (vi) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for such Liens as are specifically permitted hereunder), (vii) to contact Account Debtors for any reason, (viii) to demand payment or enforce payment of the Receivables in the name of the Collateral Agent or such Grantor and to endorse any and all checks, drafts, and other instruments for the payment of money relating to the

Receivables, (ix) to sign such Grantor’s name on any invoice or bill of lading relating to the Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (x) to exercise all of such Grantor’s rights and remedies with respect to the collection of the Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend or renew the Receivables, (xii) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (xiii) to prepare, file and sign such Grantor’s name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor, (xiv) to prepare, file and sign such Grantor’s name on any notice of Lien, assignment or satisfaction of Lien or similar document in connection with the Receivables, (xv) to change the address for delivery of mail addressed to such Grantor to such address as the Collateral Agent may designate and to receive, open and dispose of all mail addressed to such Grantor, and (xvi) to do all other acts and things necessary to carry out this Security Agreement; and such Grantor agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent in connection with any of the foregoing; provided that, this authorization shall not relieve such Grantor of any of its obligations under this Security Agreement or under the Credit Agreement.

(b) All acts of said attorney or designee are hereby ratified and approved. The powers conferred on the Collateral Agent, for the benefit of the Collateral Agent and Secured Parties, under this Section 6.2 are solely to protect the Collateral Agent’s interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Lender to exercise any such powers.

6.3. Proxy. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE COLLATERAL AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 6.2 ABOVE) WITH RESPECT TO ITS PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL, THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS, PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS, CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION (INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED COLLATERAL OR ANY OFFICER OR THE AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.

6.4. Nature of Appointment; Limitation of Duty. THE APPOINTMENT OF THE COLLATERAL AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.15. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, NEITHER THE COLLATERAL AGENT, NOR ANY LENDER, NOR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.

(a) Each Grantor has (i) executed and delivered to the Collateral Agent Deposit Account Control Agreements for each Deposit Account maintained by such Grantor into which all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables will be deposited (a “Collateral Deposit Account”), which Collateral Deposit Accounts are identified as such on Exhibit B, (ii) established blocked account service (the “Blocked Accounts”) with the bank(s) set forth in Exhibit B, which blocked accounts are subject to irrevocable blocked account agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by the bank where the Blocked Account is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Blocked Account Agreement”) and (iii) established lockbox service (the “Lock Boxes”) with the bank(s) and Persons set forth in Exhibit B, which lockboxes are subject to irrevocable lockbox agreements in the form provided by or otherwise acceptable to the Collateral Agent and have been accompanied by an acknowledgment by such Person where the Lockbox is located of the Lien of the Collateral Agent granted hereunder and of irrevocable instructions to wire all amounts collected therein to the Collection Account (a “Lockbox Agreement”). Each of the agreements referred to in this Section 7.1 (a) remains in effect as of the Closing Date and any references therein to the Existing Credit Agreement or Existing Security Agreement, as applicable, include such agreements as amended. After the Closing Date, each Grantor will comply with the terms of Section 7.2.

(b) Each Grantor shall direct all of its Account Debtors to forward all cash, checks or other similar payments relating to or constituting payments made in respect of Receivables directly to Blocked Accounts subject to Blocked Account Agreements or Lockboxes subject to Lockbox Agreements; provided that, with respect to PHI and any Subsidiary thereof, all of such payments shall, unless otherwise consented to by the Collateral Agent, continue to be paid through the Remittance Processor pursuant to the Remittance Processing Agreement. Neither PHI nor any Subsidiary thereof shall amend or terminate the Remittance Processing Agreement or instruct any of its Account Debtors to make payments to any Person other than as set forth in the preceding sentence, without the prior written consent of the Collateral Agent. The Collateral Agent shall have sole access to the Blocked Accounts and the Lockboxes at all times and each Grantor shall take all actions necessary to grant the Collateral Agent such sole access. At no time shall any Grantor remove any item from a Blocked Account, Lockbox or from a Collateral Deposit Account without the Collateral Agent’s prior written consent. If any Grantor should refuse or neglect to notify any Account Debtor to forward payments directly to a Blocked Account subject to a Blocked Account Agreement or a Lockbox subject to a Lockbox Agreement after notice from the Collateral Agent, the Collateral Agent shall be entitled to make such notification directly to Account Debtor. If notwithstanding the foregoing instructions, any Grantor receives any Proceeds of any Receivables, such Grantor shall receive such payments as the Collateral Agent’s trustee, and shall immediately deposit all cash, checks or other similar payments related to or constituting payments made in respect of Receivables received by it to a Collateral Deposit Account. All funds deposited into any Blocked Account subject to a Blocked Account Agreement, a Lockbox subject to a Lockbox Agreement or a Collateral Deposit Account will be swept on a daily basis into a collection account maintained by Petro with the Collateral Agent (the “Collection Account”). The Collateral Agent shall hold and apply funds received into the Collection Account as provided by the terms of Section 7.3.

7.2. Covenant Regarding New Deposit Accounts; Blocked Accounts; Lockboxes. Before opening or replacing any Collateral Deposit Account, other Deposit Account, or establishing a new Blocked Account or Lockbox, each Grantor shall (a) obtain the Collateral Agent’s consent in writing to the opening of such Deposit Account, Blocked Account or Lockbox, and (b) cause each bank, financial institution or any Person in which it seeks to open (i) a Deposit Account, to enter into a Deposit Account Control Agreement with the Collateral Agent in order to give the Collateral Agent Control of such Deposit Account, (ii) a Blocked Account, to enter into a Blocked Account Agreement with the Collateral Agent in order to give the Collateral Agent Control of the Blocked Account or (iii) a Lockbox, to enter into a Lockbox Agreement with the Collateral Agent in order to give the Collateral Agent Control of the Lockbox. In the case of Deposit Accounts, Blocked Accounts or Lockboxes maintained with Secured Parties, the terms of such letter shall be subject to the provisions of the Credit Agreement regarding setoffs.

(a) All amounts deposited in the Collection Account shall, so long as no Default has occurred and is continuing, be deposited into the Borrower’s Funding Account; provided that if Availability is less than 17.5% of the Aggregate Commitment for any three consecutive days, and until the later of the date which is 90 days after such three-day period or the date on which the average monthly Availability for the 12-month period ending on such date is greater than 22.5% of the Aggregate Commitment (the “Deficiency Termination Date”), all amounts deposited in the Collection Account shall be deemed received by the Collateral Agent in accordance with Section 2.17 of the Credit Agreement and shall, after having been credited in immediately available funds to the Collection Account, be applied (and allocated) by the Collateral Agent in accordance with Section 2.18 of the Credit Agreement. In no event shall any amount be so applied unless and until such amount shall have been credited in immediately available funds to the Collection Account. Commencing on the Deficiency Termination Date, so long as no Default has occurred and is continuing and subject to the proviso above of this Section 7.3(a), all amounts deposited in the Collection Account shall again be deposited into the Borrower’s Funding Account. Notwithstanding the foregoing, the effect of the proviso above of this Section 7.3(a) may not be discontinued more than twice in any 12-month period as a result of the occurrence of a Deficiency Termination Date.

(b) The Collateral Agent shall require all other cash proceeds of the Collateral, which are not required to be applied to the Obligations pursuant to Section 2.15 of the Credit Agreement, to be deposited in a cash collateral account with the Collateral Agent and held there as security for the Secured Obligations (it being understood that amounts deposited and remaining in such account shall be included in the Borrowing Base). No Grantor shall have any control whatsoever over said cash collateral account. Any such Proceeds of the Collateral shall be applied in the order set forth in Section 2.18 of the Credit Agreement unless a court of competent jurisdiction shall otherwise direct. Until so applied, such Proceeds shall continue to be held as security for the Secured Obligations and shall not constitute payment thereof.

(c) Notwithstanding anything herein to the contrary, upon the occurrence of a Default, the Collateral Agent may apply all or any part of Proceeds constituting Collateral, whether or not held in a collateral account, in payment of the Secured Obligations in accordance with Section 2.18 of the Credit Agreement. The Grantors shall remain liable for any deficiency if the Proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent or any Lender to collect such deficiency.

8.1. Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in Article IX, at least ten days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any Lender arising out of the repossession, retention or sale of the Collateral, except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Collateral Agent or any Lender, any valuation, stay, appraisal, extension, moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by this Security Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral.

8.2. Limitation on Collateral Agent’s and Secured Parties’ Duty with Respect to the Collateral. The Collateral Agent shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Collateral Agent and each Lender shall use reasonable care with respect to the Collateral in its possession or under its control. Neither the Collateral Agent nor any Lender shall have any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Collateral Agent or such Lender, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. To the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Collateral Agent (i) to fail to incur expenses deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of

doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8.2 is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would be commercially reasonable in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8.2. Without limitation upon the foregoing, nothing contained in this Section 8.2 shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 8.2.

8.3. Compromises and Collection of Collateral. The Grantors and the Collateral Agent recognize that setoffs, counterclaims, defenses and other claims may be asserted by obligors with respect to certain of the Receivables, that certain of the Receivables may be or become uncollectible in whole or in part and that the expense and probability of success in litigating a disputed Receivable may exceed the amount that reasonably may be expected to be recovered with respect to a Receivable. In view of the foregoing, each Grantor agrees that the Collateral Agent may at any time and from time to time, if a Default has occurred and is continuing, compromise with the obligor on any Receivable, accept in full payment of any Receivable such amount as the Collateral Agent in its Permitted Discretion shall determine or abandon any Receivable, and any such action by the Collateral Agent shall be commercially reasonable so long as the Collateral Agent acts in good faith based on information known to it at the time it takes any such action.

8.4. Secured Party Performance of Debtor Obligations. Without having any obligation to do so, the Collateral Agent may perform or pay any obligation which any Grantor has agreed to perform or pay in this Security Agreement and the Grantors shall reimburse the Collateral Agent for any amounts paid by the Collateral Agent pursuant to this Section 8.4. The Grantors’ obligation to reimburse the Collateral Agent pursuant to the preceding sentence shall be a Secured Obligation payable on demand.

8.5. Specific Performance of Certain Covenants. Each Grantor acknowledges and agrees that a breach of any of the covenants contained in Sections 4.1(d), 4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 5.3, or 8.7 or in Article VII will cause irreparable injury to the Collateral Agent and the Secured Parties, that the Collateral Agent and Secured Parties have no adequate remedy at law in respect of such breaches and therefore agrees, without limiting the right of the Collateral Agent or the Lenders to seek and obtain specific performance of other obligations of the Grantors contained in this Security Agreement, that the covenants of the Grantors contained in the Sections referred to in this Section 8.5 shall be specifically enforceable against the Grantors.

8.6. Use and Possession of Certain Premises. Upon the occurrence of a Default, the Collateral Agent shall be entitled to occupy and use any premises owned or leased by any Grantor where any of the Collateral or any records relating to the Collateral are located until the Secured Obligations are paid or the Collateral is removed therefrom, whichever first occurs, without any obligation to pay any Grantor for such use and occupancy.

8.7. Dispositions Not Authorized. No Grantor is authorized to sell or otherwise dispose of the Collateral except as set forth in Section 4.1(d) and notwithstanding any course of dealing between any Grantor and the Collateral Agent or other conduct of the Collateral Agent, no authorization to sell or otherwise dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Collateral Agent or the Secured Parties unless such authorization is in writing signed by the Collateral Agent with the consent or at the direction of the Required Secured Parties.

8.8. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Collateral Agent or any Lender to exercise any right or remedy granted under this Security Agreement shall impair such right or remedy or be construed to be a waiver of any Default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions or provisions of this Security Agreement whatsoever shall be valid unless in writing signed by the Collateral Agent with the concurrence or at the direction of the Secured Parties required under Section 8.3 of the Credit Agreement and then only to the extent in such writing specifically set forth. All rights and remedies contained in this Security Agreement or by law afforded shall be cumulative and all shall be available to the Collateral Agent and the Secured Parties until the Secured Obligations have been paid in full.

8.9. Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in this Security Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Security Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent necessary so that they shall not render this Security Agreement invalid, unenforceable or not entitled to be recorded or registered, in whole or in part. Any provision in any this Security Agreement that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this Security Agreement are declared to be severable.

8.10. Reinstatement. This Security Agreement shall remain in full force and effect and continue to be effective should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of any Grantor’s assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Secured Obligations, whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

8.11. Benefit of Agreement. The terms and provisions of this Security Agreement shall be binding upon and inure to the benefit of the Grantors, the Collateral Agent and the Secured Parties and their respective successors and assigns (including all persons who become bound as a debtor to this Security Agreement), except that no Grantor shall have the right to assign its rights or delegate its obligations under this Security Agreement or any interest herein, without the prior written consent of the Collateral Agent. No sales of participations, assignments, transfers, or other dispositions of any agreement governing the Secured Obligations or any portion thereof or interest therein shall in any manner impair the Lien granted to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, hereunder.

8.12. Survival of Representations. All representations and warranties of the Grantors contained in this Security Agreement shall survive the execution and delivery of this Security Agreement.

8.13. Taxes and Expenses. Any taxes (including income taxes) payable or ruled payable by Federal or State authority in respect of this Security Agreement shall be paid by the Grantors, together with interest and penalties, if any. The Grantors shall reimburse the Collateral Agent for any and all out-of-pocket expenses and internal charges (including reasonable attorneys’, auditors’ and accountants’ fees and reasonable time charges of attorneys, paralegals, auditors and accountants who may be employees of the Collateral Agent) paid or incurred by the Collateral Agent in connection with the preparation, execution, delivery, administration, collection and enforcement of this Security Agreement and in the audit, analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any periodic or special audit of the Collateral). Any and all costs and expenses incurred by the Grantors in the performance of actions required pursuant to the terms hereof shall be borne solely by the Grantors.

8.14. Headings. The title of and section headings in this Security Agreement are for convenience of reference only, and shall not govern the interpretation of any of the terms and provisions of this Security Agreement.

8.15. Termination. This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) the Credit Agreement has terminated pursuant to its express terms and (ii) all of the Secured Obligations have been indefeasibly paid and performed in full (or with respect to any outstanding Facility LCs, a cash deposit or Supporting Letter of Credit has been delivered to the Collateral Agent as required by the Credit Agreement) and no commitments of the Collateral Agent or the Secured Parties which would give rise to any Secured Obligations are outstanding.

8.16. Entire Agreement. This Security Agreement embodies the entire agreement and understanding between the Grantors and the Collateral Agent relating to the Collateral and supersedes all prior agreements and understandings between the Grantors and the Collateral Agent relating to the Collateral.

8.17. CHOICE OF LAW. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

8.18. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN THE STATE OF NEW YORK.

8.19. WAIVER OF JURY TRIAL. EACH GRANTOR, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

8.20. Indemnity. Each Grantor hereby agrees to indemnify the Collateral Agent and the Secured Parties, and their respective successors, assigns, agents and employees (each an “Indemnified Party”), from and against any and all liabilities, damages, penalties, suits, costs, and expenses of any kind and nature (including, without limitation, all expenses of litigation or preparation therefor whether or not the Collateral Agent or any Lender is a party thereto) imposed on, incurred by or asserted against any Indemnified Party, in any way relating to or arising out of this Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any Collateral (including, without limitation, latent and other defects, whether or not discoverable by the Collateral Agent or the Secured Parties or any Grantor, and any claim for Patent, Trademark or Copyright infringement) except to the extent that such liabilities, damages, penalties, suits, costs, and expenses are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Party.

8.21. Counterparts. This Security Agreement may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Security Agreement by signing any such counterpart.

8.22. Section Titles. The Section titles contained in this Security Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not part of the agreement between the parties hereto.

9.1. Sending Notices. Any notice required or permitted to be given under this Security Agreement shall be sent by United States mail, telecopier, personal delivery or nationally established overnight courier service, and shall be deemed received (a) when received, if sent by hand or overnight courier service, or mailed by certified or registered mail notices or (b) when sent, if sent by telecopier (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient), in each case addressed to the Grantors at the notice address set forth on Exhibit A, and to the Collateral Agent and the Secured Parties at the addresses set forth in the Credit Agreement.

9.2. Change in Address for Notices. Each of the Grantors, the Collateral Agent and the Secured Parties may change the address for service of notice upon it by a notice in writing to the other parties.

JPMorgan Chase Bank, N.A. has been appointed Collateral Agent for the Secured Parties hereunder pursuant to Article X of the Credit Agreement. It is expressly understood and agreed by the parties to this Security Agreement that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the Secured Parties to the Collateral Agent pursuant to the Credit Agreement, and that the Collateral Agent has agreed to act (and any successor Collateral Agent shall act) as such hereunder only on the express conditions contained in such Article X. Any successor Collateral Agent appointed pursuant to Article X of the Credit Agreement shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder.

IN WITNESS WHEREOF, the Grantors and the Collateral Agent have executed this Security Agreement as of the date first above written.


GRANTORS:

A.P. WOODSON COMPANY C. HOFFBERGER COMPANY CFS LLC CHAMPION ENERGY CORPORATION CHAMPION OIL COMPANY COLUMBIA PETROLEUM TRANSPORTATION, LLC HOFFMAN FUEL COMPANY OF BRIDGEPORT HOFFMAN FUEL COMPANY OF DANBURY HOFFMAN FUEL COMPANY OF STAMFORD J.J. SKELTON OIL COMPANY LEWIS OIL COMPANY MAREX CORPORATION MEENAN HOLDINGS OF NEW YORK, INC. MEENAN OIL CO., INC. MINNWHALE LLC ORTEP OF PENNSYLVANIA, INC. PETRO HOLDINGS, INC. PETRO PLUMBING CORPORATION PETRO, INC. REGIONOIL PLUMBING, HEATING AND COOLING CO., INC. RICHLAND PARTNERS, LLC RYE FUEL COMPANY STAR ACQUISITIONS, INC. STAR GAS FINANCE COMPANY TG&E SERVICE COMPANY, INC.

By:
Name:
Title:

INFORMATION AND COLLATERAL LOCATIONS OF RegionOil Plumbing, Heating and Cooling Co., Inc.

The following trademarks are protected under common law rights. There are no federal registrations issued or pending with the United States Patent and Trademark Office at this time.

All the following vehicles with an FAS # (fixed asset schedule #) and excluding those notated as leased by use of a lease number or an “x”.

(See Section 3.13 of Security Agreement and Definition of “Pledged Collateral”)

[Add description of custody accounts or arrangements with securities intermediary, if applicable]

This Amendment, dated , is delivered pursuant to Section 4.4 of the Security Agreement referred to below. All defined terms herein shall have the meanings ascribed thereto or incorporated by reference in the Security Agreement. The undersigned hereby certifies that the representations and warranties in Article III of the Security Agreement are and continue to be true and correct. The undersigned further agrees that this Amendment may be attached to that certain Amended and Restated Pledge and Security Agreement, dated as of June 3, 2011, between the undersigned, as the Grantors, and JPMorgan Chase Bank, N.A., as the Collateral Agent, (the “Security Agreement”) and that the Collateral listed on Schedule I to this Amendment shall be and become a part of the Collateral referred to in said Security Agreement and shall secure all Secured Obligations referred to in said Security Agreement.

[Add description of custody accounts or arrangements with securities intermediary, if applicable]


DEPOSIT ACCOUNTS
Name of Grantor	Name of Institution	Account Number
Petro, Inc.	JP MORGAN CHASE	777-348535
Petro, Inc.	JP MORGAN CHASE	304154814
Meenan Oil Co., L.P.	WELLS FARGO	2000047435487
Meenan Oil Co., L.P.	WELLS FARGO	2000034306590
Ortep of New Jersey, Inc.	WELLS FARGO	2002006670799
Richland Partners, LLC	WELLS FARGO	2000011218656
Richland Partners, LLC	WELLS FARGO	2000003547050
Petro Holdings, Inc.	BANK OF AMERICA	3756513851
Petro, Inc.	JP MORGAN CHASE	209-043385
Petro, Inc.	JP MORGAN CHASE	777-347849
Hoffman Fuel Company Bridgeport	BANK OF AMERICA	9429-168042
Hoffman Fuel Company Danbury	BANK OF AMERICA	9429-168034
Rye Fuel Company	TD BANKNORTH	902-9602805
J. J. Skelton Oil Company	BANK OF AMERICA	9429-168050
J. J. Skelton Oil Company	SOVEREIGN	240-1504818
C. Hoffberger Company	BANK OF AMERICA	9429-168026
Lewis Oil Company	HSBC	947-09182-3
Lewis Oil Company	CITIBANK	008-03890-3
Lewis Oil Company	BANK OF AMERICA	9429-168018
Champion Energy Corporation	BANK OF AMERICA	9429-167998
Petro, Inc.	JP MORGAN CHASE	022-098571
Petro, Inc.	JP MORGAN CHASE	630-1418228509
Petro Inc.	JP MORGAN CHASE	777348810
Petroleum Heat and Power Co., Inc.	BANK OF AMERICA	249-01053-1-5
Petroleum Heat and Power Co., Inc.	JP MORGAN CHASE	5015888
Petroleum Heat and Power Co., Inc.	CITIZENS	131349-513-9
Petroleum Heat and Power Co., Inc.	JP MORGAN CHASE	36056919 and 36056885
Meenan Oil Co., L.P.	JP MORGAN CHASE	893-190047


Name of Grantor	Patent Description	Patent Number	Issue Date
N/A


HALLER STOWE		LEWIS AIR CONDITIONING
SHELLY FUEL		CHAMPION ENERGY AIR CONDITIONING
MAHOPAC FUEL		F & R FUEL
HOFFMAN AIR CONDITIONING		RCF FUEL
CHICKOS OIL		A & S FUEL
BELLMORE FUEL		HANCOCK OIL
KURZ OIL		FUEL EXPRESS
MARINE PARK		GOODWIN OIL
STERLING – COASTAL FUEL		NORTHERN COMFORT
VICO		FUELMAN


1404	2010	FRGHT	M2	3400/A	1FVACYBS0ADAR4293		N/A
1405	1994	INTER	4900	2800/A	1HTSDPPN7RH553057	7536
1406	2008	FRGHT	FL 80	3400/A	1FVFCYDJ78HZ05498		N/A
1410	1989	MACK	R690T	3400/A	1M2N275C0KW008056	2981
1411	1988	FORD	L8000	3600/A	1FDYS80U9JVA53844	2879
1414	1989	FORD	L8000	3400/A	1FDYS82AXKVA19724	3073
1417	1987	MACK	DMRD	4700/A	1M2B126C1HA013912	7537
1419	1980	WHITE	ROAD EX	3400/A	3ARDLEL040830	3070
1421	1983	MACK	R606T	3400/A	1M2N132C9DA032291	3138
1428	1991	MACK	RB690S	3650/A	1M2AM20C8MM001874	3132
1429	1988	FORD	L8000	3400/A	1FDYS80U6JVA53848	6663
1438	1990	WHITE	WCS/GMC	4400/A	4V2ACBMD0LN626446	3113
1439	1982	MACK	MR606P	3000/A	1M2K119CXCM001318	2996
1440	1995	INTER	4900	2800/A	1HTSDAAN5SH629113	7642
1445	1989	MACK	R690T	3400/A	1M2N275C8KW008015	2884
1446	1989	MACK	R690T	3400/A	1M2N275CXKW008016	3145
1453	1989	WHITE	WCS/GMC	4400/A	4V2ACBMD3KN623779	3139
1455	1986	FORD	L8000	3400/A	1FDYR80U5FVA46165	3099
1458	1983	MACK	MR606P	3400/A	1M2K119C6DM001334	2980
1459	1989	MACK	R690T	3400/A	1M2N275C1KW008017	3012
1460	1995	INTER	4900	2800/A	1HTSDAAN6SH659656	7772
1462	1992	FORD	L8000	3400/A	1FDXS82AXNVA01854	7814
1463	1993	INTER	4900	2800/A	1HTSDPPN0PH487822	7812
1465	1995	INTER	4900	2800/A	1HTSDAAN9SH672479	7813
1468	1988	MACK	R685T	3400/A	1M2N166C1JA090516	2989
1481	2004	INTER	7600	5000/A	1HTWYAXT94J085304	18641
1482	2004	INTER	7600	5000/A	1HTWYAXT74J084457	18642
1483	2005	INTER	7600	5000/A	1HTWYSBT35J045797		192872
1496	1980	MACK	MR606P	3600/A	MR606P1237	3121

Hicksville Roster - Tractors

Fleet #	Year	Make	Model	# Axles	VIN #	FAS #	Lease #
1492	1989	Ford	LNT9000	3	1FDYW90W3KVA48197	6684

Hicksville Roster - Trailers

Fleet #	Year	Make	Capacity A / S	# Axles	VIN #	FAS #	Lease #
1493	1978	FRUHF	9200/A	2	UNZ596008	1598

Hicksville Roster - Service

Fleet #	Year	Make	Model	Body Type	VIN #	FAS #	Lease #
S200	2003	FORD	E/250	VAN	1FTNE24283HA04138		167750
S204	2008	FORD	E250	VAN	1FTNE24W88DA15321		500420
S206	2007	FORD	E/350	VAN	1FDSE35L47DB10837		500149


1121	1985	MACK	DM686S	4600/S	1M2B126C1FA011932	903
1122	1985	MACK	RD686S	4400/S	1M2P137C8FA012019	932
1123	1985	MACK	DM686S	4400/S	1M2B126C7FA010901	1182
1124	2009	FRTLNR	M2-112	5000	1FVMC5CV09HAF1903		N/A
1125	1983	MACK	DM686SX	5400/S	1M2B128CXDA009204	1133
1126	1983	MACK	DM686SX	5400/S	1M2B128C4DA009490	1155
1127	2008	FRTLNR	M2-112	5000	1FVMC5CV38HZ38334		N/A
1128	1983	AUTOCAR	LTA10	4400/S	1WBKCCMD5DN059621	2678
1129	1982	MACK	DM685X	3000/S	1M2B124C6CA051566	931
1130	2009	FRTLNR	M2-112	5000	1FVMC5CV29HAF1904		N/A
1132	1979	MACK	R	3400A	R606T1073	18739
1133	2010	FRTLNR	M2	4500	1FVHC5CV8ADA5181		N/A
1134	2010	FRTLNR	M2-112	5000	1FVHC5C6ADAR5180		N/A
1135	1991	MACK	MR690S	4400S	1M2K185C7MM003947	19101
1136	1995	MACK	RD690S	4400S	1M2P264C1SM017610	19100
1144	1979	MACK	DM685SX	4400/S	DM685SX42923	2653
1153	2005	INTHR	7600	5000	1HTWYSBT05J045790		192863
1156	2005	INTHR	7600	5000	1HTWYSBT25J045791		192871
1159	2002	FRTLNR	FL80	3000/S	1FVABXAK12HJ84980	18228
1160	2007	FRTLNR	M2-112	5000/A	1FVM5DE87HY19446		N/A
1161	2007	FRTLNR	M2-112	5000/A	1FVMC5DEX7HY19447		N/A
1162	2007	FRTLNR	M2-112	5000/A	1FVMC5DE17HY19448		N/A
1175	2002	FRTLNR	FL80	3000/S	1FVABXAK32HJ84981	18229
1189	2002	FRTLNR	FL80	3000/S	1FVABXAK52HJ84982	18230
1192	1980	AUTOCAR /	DC9364B	5500/S	QOPFTGH092117	1200
1193	1987	AUTOCAR	NTL300	4400/S	1WBPCCJE7HU302392	1218
1194	2005	INTHR	7600	5000	1HTWYSBT45J045792		192870
1196	1989	MACK	R690T	3000/S	1M2N275C7KW008040	1245
1198	2005	INTHR	7600	5500	1HTWYSBT45J007527	18783
1214	1984	MACK	MR685P	3000 /S	1M2K125C2EM006849	18396
1215	1986	WHITE	EXP2	4400 /S	1WXDCHJEXGN113562	18399
1216	1982	MACK	DM686SX	5400 /S	1M2B128C1CA008439	18417
1217	1981	MACK	DM686SX	5400 /S	1M2B128C3BA007730	18416
1225	1988	MACK	RD686S	4400 /S	1M2P138C8JA017065	18400
1226	1987	WHITE	EXP2	5000 /S	1WXDCHJE3HN116109	18411
1227	1987	WHITE	EXP2	5000 /S	1WXDCHJEXHN116110	18415
1240	1984	AUTOC	CONV	5500 /S	1WBUCCJF3EU096253	18418
1241	1988	MACK	RD686S	4400 /S	1M2P137C6JA017096	18401
1244	1984	AUTOC	CONV	5500 /S	1WBUCCJE6EU096254	18419
1288	1985	WHITE	EXP2	5500 /S	1WXDCHJE4FN071081	18420
1289	1988	MACK	MR690S	4400 /S	1M2K175C9JM001879	18402
1290	1983	AUTOC	CONV	4400 /S	1WBUCCJE3DU095321	18398
1291	1988	MACK	MR690S	4400 /S	1M2K175CXJM001860	18403
1293	1991	MACK	RD690S	4400 /S	1M2P198CXMM008471	18405
1294	1990	MACK	RD690S	4400 /S	2M2P198C1LC006932	18404
1295	1991	MACK	RD690S	4400 /S	1M2P198C8MM008470	18406


		Page

ARTICLE I DEFINITIONS			1

1.1.	Terms Defined in Credit Agreement		1

1.2.	Terms Defined in UCC		1

1.3.	Definitions of Certain Terms Used Herein		1

ARTICLE II GRANT OF SECURITY INTEREST			5

ARTICLE III REPRESENTATIONS AND WARRANTIES			6

3.1.	Title, Perfection and Priority		6

3.2.	Type and Jurisdiction of Organization, Organizational and Identification Numbers		7

3.3.	Principal Location		7

3.4.	Collateral Locations		7

3.5.	Deposit Accounts		7

3.6.	Exact Names		7

3.7.	Letter-of-Credit Rights and Chattel Paper		7

3.8.	Accounts and Chattel Paper		7

3.9.	Inventory		8

3.10.	Intellectual Property		8

3.11.	Filing Requirements		9

3.12.	No Financing Statements, Security Agreements		9

3.13.	Pledged Collateral		9

ARTICLE IV COVENANTS			10

4.1.	General		10

4.2.	Receivables		11

4.3.	Inventory and Equipment		12

4.4.	Delivery of Instruments, Securities, Chattel Paper and Documents		12



4.5.	Uncertificated Pledged Collateral	13

4.6.	Pledged Collateral	13

4.7.	Intellectual Property	14

4.8.	Commercial Tort Claims	15

4.9.	Letter-of-Credit Rights	15

4.10.	Federal, State or Municipal Claims	15

4.11.	No Interference	15

ARTICLE V DEFAULTS AND REMEDIES		16

5.1.	Defaults	16

5.2.	Remedies	16

5.3.	Grantor’s Obligations Upon Default	18

5.4.	Grant of Intellectual Property License	19

ARTICLE VI ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY		19

6.1.	Account Verification	19

6.2.	Authorization for Secured Party to Take Certain Action	19

6.3.	Proxy	20

6.4.	Nature of Appointment; Limitation of Duty	20

ARTICLE VII COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS		21

7.1.	Collection of Receivables	21

7.2.	Covenant Regarding New Deposit Accounts; Blocked Accounts; Lockboxes	22

7.3.	Application of Proceeds; Deficiency	22

ARTICLE VIII GENERAL PROVISIONS		23

8.1.	Waivers	23

8.2.	Limitation on Collateral Agent’s and Secured Parties’ Duty with Respect to the Collateral	23

8.3.	Compromises and Collection of Collateral	24



8.4.	Secured Party Performance of Debtor Obligations	24

8.5.	Specific Performance of Certain Covenants	24

8.6.	Use and Possession of Certain Premises	24

8.7.	Dispositions Not Authorized	25

8.8.	No Waiver; Amendments; Cumulative Remedies	25

8.9.	Limitation by Law; Severability of Provisions	25

8.10.	Reinstatement	25

8.11.	Benefit of Agreement	26

8.12.	Survival of Representations	26

8.13.	Taxes and Expenses	26

8.14.	Headings	26

8.15.	Termination	26

8.16.	Entire Agreement	26

8.17.	CHOICE OF LAW	27

8.18.	CONSENT TO JURISDICTION	27

8.19.	WAIVER OF JURY TRIAL	27

8.20.	Indemnity	27

8.21.	Counterparts	28

8.22.	Section Titles	28

ARTICLE IX NOTICES		28

9.1.	Sending Notices	28

9.2.	Change in Address for Notices	28

ARTICLE X THE AGENT		28


STAR GAS PARTNERS, L.P.
BY:		KESTREL HEAT, LLC, its General Partner

By:
Name:
Title:


MEENAN OIL CO., L.P.
BY:		MEENAN OIL CO., INC., its General Partner

By:
Name:
Title:


JPMORGAN CHASE BANK, N.A., as Collateral Agent

By:
Name:
Title:


1634	1988	FORD	LN8000	2700A	1FDXR82A6JVA32945	11627
1635	1987	FORD	LN8000	2700A	1FDXR80U7HVA56498	11622
1637	1993	FORD	LN8000	2700A	1FDXR82E9PVA06366	11629
1638	1994	FORD	LN8000	3200A	1FDXR82E1RVA10771	11624
1643	1998	MACK	RD688S	2500/2500	1M2P267C4WM038811	11773
1644	1985	MACK	R686ST	2500/1500A	1M2N179Y7FA097359	11683
1648	1994	FRHT	FL70	2000/600A	1FV6HFAA7RL584586	11676
1649	1995	FORD	LN8000	2300/400A	1FDXR82E0SVA08418	11723
1650	1991	INTL	1954	3000A	1HTSDZ7N5MH348907	11559
1652	1998	PTRBL	330	3000A	3BPNHD7X2WF456309	11623
1653	1990	INTL	4300	2700A	1HTSDTVNOLH238586	11626
1654	1987	INTL	S1954	3000A	1HTLDTVN6HH509646	11560
1657	1989	INTL	S1954	2800A	1HTLDTVNXKH635581	11561
1661	1988	INTL	1954	3500A	1HTLDTVRXJH571740	11665
1662	1987	INTL	1954	3500A	1HTLDTVR6HHA15079	11664
1663	1984	INTL	S1900	2000/800A	1HTLDTVN1EHA68667	11759
1664	1998	FORD	LN8000	2800A	1FDXN80F3WVA14825	11716
1665	1997	FORD	LN8000	2800A	1FDXR82E7VVA22885	11673
1666	1997	MACK	CS300P	2700A	VG6BA09B3VB701567	11695
1667	1997	MACK	CS300P	2700A	VG6BA09BXVB701565	11696
1668	1997	MACK	CS300P	2700A	VG6BA09B7VB701569	11697
1669	1995	FRHT	FL70	2700A	1FV6HFBA9SL652326	11682
1673	1993	FORD	LN8000	2800A	1FDXR82E4PVA33975	11678
1677	1990	INTL	4900	2800	1HTSDTVN3LH250456	11569
1681	1991	INTL	4900	3000	1HTSDZ7N3MH331118	11573
1683	1995	VOLVO	FE42	3200A	4V52AFHD3SR475110	11575
1685	1992	FORD	LN8000	2800A	1FDXR82A8NVA02688	11680
1690	1989	INTL	S1900	2800A	1HTLDDBN9KH656531	11757
1692	1987	FORD	LN8000	2800A	1FDXR82A5HVA31294	11739
1693	1987	FORD	LN8000	2800A	1FDXR80UXHVA58746	11740
1694	1987	INTL	S1900	2800A	1HTLDTVN1HHA20283	11747
1698	1986	FORD	LN8000	2800A	1FDXR80W7GVA08207	11743
1699	1984	INTL	S1900	2800A	1HTLDTVNTEHA68673	11744
1705	1982	INTL	S1900	2800A	2HTAA1950CCA16790	11745
1708	2003	INTL	7600	5000A	1HTWYAXT23JO69458		168803
1709	2003	INTL	7600	5000A	1HTWYAXT43J069459		168804
1711	2002	KENWORTH	T300	3000A B	2NKMHY7XX2M884187	12674
1712	2002	KENWORTH	T300	3000A B	2NKMHY7X82M884186	12675
1713	2003	FRGHT	FL70	3000A B	1FVABTBV63HL09412	12676
1714	2003	FRGHT	FL70	2800A B	1FVABTBV83HL09413	12677
1715	1987	WHITE	WX42	3300	1WXDAHAC1HN123001	12090
1718	1993	FRGHT	FL70	3000A BL	1FV6HFAA3PL494168	12093
1719	1994	FRGHT	FL70	3000A B	1FV6HFAA0RL710139	12678
1720	1994	FRGHT	FL70	3000A BL	1FV6HFAA9RL710138	12094
1721	1994	FRGHT	FL70	3000A BL	1FV6HFAAXRL556412	12095
1722	1995	FRGHT	FL70	3000A B	1FV6HFAA1SL635246	12679
1723	1995	FORD	LN8000	3000A BL	1FDXR82E2SVA07769	12096
1724	1995	FORD	LN8000	3000A BL	1FDXR82E0SVA07768	12097


1597		2001	FRUEHAUL		9200A		2	4J8TO42252TOO2001		15691
1598		1998	HEIL		9200A		2	5HTAB432OW7H61807		16257
1599		2005	HEIL		9200A		2	5HTAB432057H68514		18809

Dover Roster - Surplus
Fleet #	Year		Make	Model		Body Type Capacity A/S		VIN #	FAS #		Lease #
		1994	CHEVY		2500		Van	1GCEG25H8RF188353		13854
		1989	DODGE		250		Pickup	1B7JM26Y1KS079770
		1983	GMC		2500		Pickup	2GTGC24J5D1504686		13626
		1985					TRAILER	189F12626E2091123
			GARDNER-DENVER				AIR COMPRESSOR	AGACNA9
X1507		1987	FORD		LN8000		3400/A	1FDYR82A1HVA59628		14121
X1513		1989	INT’L		1954		PROPANE	1HTLDDBN4KH617250
XM204		1984	DODGE		B150		VAN	2B7GB13H3EK311413		13863
XM249		1994	CHEVY		S10		PICK UP	1GCCS1444RK162967		16566
XS331		1996	FORD		E350		VAN	1FTJE34FOTHB60343		15804
XS354		2003	FORD		E350		VAN	1FTSE34L53HB29518		18299
XS368		1992	FORD		F350		STEP VAN	3FCLF59M9NJA01782		13838
XS369		1994	CHEVY		GRUMM		STEP VAN	1GBHP32K4R3319769		13839

Effron Roster - Tank
Fleet #	Year		Make	Model		Capacity A/S		VIN #	FAS #		Lease #
1650		1997	FORD		LN8000		3400/A	1FDYS82E6VVA19839		15835
1651		1990	MACK		DM685		4700/A	1M2B197C7LM007191		13907
1652		2009	FRGHT		M2-106		3300	1FVACYDJ69HAF2473				N/A
1653		1999	INTER		4400		3400/A	1HTSDADR0XH667600		17018
1654		2010	FRGHT		M2-106		3200	1FVACYB58ADAR4302				N/A
1656		2004	INTER		4400		3000/A	1HTMKADN94H662709		18473
1658		1997	FORD		LN9000		3000/A	1FDYR90L3VVA17422		15836
1659		1988	MACK		DM685		4300/A	1M2B179C7JM004094		13908
1660		1988	MACK		DM685		4300/A	1M2B179C0JM004096		13909
1662		1992	MACK		DM685		4000/A	1M2B221C6NM009577		13915
1663		1990	MACK		DM685		4300/A	1M2B179C0LM006806		13910
1666		1998	PETER		330		3400/A	3BPNHD8X7WF457812		16273
1669		1991	MACK		DM685		4900/A	1M3B166K6MM001225		13914
1672		1990	GMC		8500		2850A	1GDM7H1J4LJ601098		17401
1673		2008	FRGHT		M2-106		4000	1FVHCYDJ48HZ05502				N/A
1675		1991	MACK		DM685		4300/A	1M2B221C8MM008428		13901
1679		1994	FORD		LN8000		3500/A	1FDYS82E5RVA18767		13903
1689		2004	INTER		4300		3000/A	1HTMMAAN55H121429		18781
1699		2005	INTER		8600		4500/A	1HTWYSBT65J007531		18780



Effron Roster - Car
Fleet #	Year		Make	Model		Body Type Capacity A/S		VIN #	FAS #		Lease #
C65		2005	FORD		ESCAPE			1FMYU93105KE31350				196351

Leffler Roster - Tank
Fleet #	Year		Make	Model		Capacity A / S		VIN #	FAS #		Lease #
1200		2006	INTERNAT’L		4300		3000S	1HTMMAAN96H247388		19946
1201		1997	INTERNAT’L		4700		3000S	1FTSCAAN7VH463149		19947
1202		2005	INTERNAT’L		4300		2800A	1HTMMAAN55H121043		19948
1205		2000	FRTLINER		FL70		3100A	1FV6HJAAGYH46602		19949
1206		1995	MACK		C300		2500A	VG6BA0988S8701222		19950
1207		1986	MACK		C300		3000A	VG6M112B6B064847		19951
1900		1992	IH		4900		3400 A	1HTSDNUR0NH418038		16148
1901		1998	CHEVROLET		C7500		2000 A 3	1GBM7H1C7WJ108904		18914
1902		2006	INTNAT’L		4400		2800 A	1HTMKAAN36H239700		18917
1905		2005	INTER		7600		5000A	1HTWYSBT85J007529		18777
1906		1999	FRTLINER		FL70		3000 A	1FV6JFAB4XHA83851		16160
1907		1999	FRTLINER		FL70		3000 A	1FV6JFAB6XHA83852		16152
1908		1992	IH		4900		3000 A	1HTSDNUR9NH418037		16161
1909		1995	FORD		LS8000		3000 A	1FDYR82EXSVA27210		16162
1910		1995	FORD		LS8000		3000 A	1FDYR82E3SVA27209		16163
1911		1995	FORD		LS8000		3000 A	1FDYR82E1SVA27208		16153
1912		1994	FORD		LS8000		4500 A	1FDZY82E0RVA31199		16173
1913		1999	IH		4900		3400 A	1HTSDAAN3XH608333		16164
1914		1999	IH		4900		3200 A	1HTSDAAN5XH608334		16165
1915		1996	FORD		LS8000		3000 A	1FDYR82E6TVA15153		16166
1916		1996	FORD		LS8000		3000 A	1FDYR82E8TVA15154		16167
1917		1996	FORD		LS8000		3000 A	1FDYR82EXTVA15155		16168
1918		2000			FL70		2800 A	1FV6HJBA5YHF86746		16154
1919		2000	FRTLINER		FL80		4400 A	1FV6JJCB3YHG54778		16169
1920		2002	FRTLINER		FL60		3000 S	1FVABTAK82HJ20685		16350
1921		2003	FRTLINER		FL70		3499 S	1FVABTCS43HL12880		16369
1922		2005	IH		4300		3499 S	1HTMMAAN95H120753				192608
1923		1999	IH		4700		3000 S.	1HTSCAAN2XH225342		17897
1928		1990	KW		T800		….	2NKDLR9X7JM519675		16294
1929		1991	KW		T800		4200 A	2NKDLR9X9JM519676		19295
1930		1992	FORD		LS8000		3000 A	1FDXR82AXNVA37894		16178
1932		1988	KW		T800		4600 A	1NKDLR9X1KJ521334		16290
1933		1989	KW		T800		4600 A	2NKDLR9X5KM536251		19299
1934		1989	KW		T800		4600 A	2NKDLR9X7KM536252		16300
1935		1989	KW		T800		3500 A	2XKDDR9X6KM537881		16301
1936		1989	KW		T800		3500 A	2XKDDR9X2KM537926		16293
1937		1991	KW		T800		3500 A	1XKDDR9X4MJ563504		16304
1938		1991	KW		T800		4700 A	1NKDLR9X5MJ567008		16305
1939		1991	KW		T800		4600 A	1NKDLR9X7MJ567009		16306
1940		1992	IH		4900		3200 A	1HTSDPBR7NH405527		16308


	1997	FORD	LN 4700 S	A10730	019903
92056	1999	FORD	E150 VAN	1FTRE1429XHB51862	027865
101 163	2000	FORD	E250	1FTNE2421YHA34525	027868
101 164	2000	FORD	E250	1FTNE2423YHA34526	027869
101 165	2000	FORD	E250	1FTNE2425YHA34527	027870
101162	2000	FORD	E250 VAN	1FTNE242XYHA34524	027866
111148	2001	FORD	E250	1FTNE24251HA44867	027867
30557	2002	FORD	E350 VAN	1FTSE34L42HA30557	027833
30560	2002	FORD	E350	1FTSE34L42HA30560	027836
30558	2002	FORD	E350	1FTSE34L62HA30558	027834
30561	2002	FORD	E350	1FTSE34L62HA30561	027837
30559	2002	FORD	E350	1FTSE34L82HA30559	027835
135	1998	FREIGHTLINER	FL80 2800/A	1FUWJLBB2WH887207	027831
131	1998	FREIGHTLINER	FL70 2800/A	1FV6HLBA1XHA06631	027827
55911	1991	GMC	3500 P/U	1GDHR33J2MF702060	027840
133	1997	GMC	C7500 2800/A	1GDM7C1J5VJ509889	027829
134	2000	GMC	T7500 2800/A	1GDM7H1C1YJ509584	027830
57701	1987	INTERNATIONAL	S-1600 P/O	1HTLAHEM7HH484575	027841
105	1990	INTERNATIONAL	4900 3000/A	1HTSDTVNOLH206835	027817
63311	1993	INTERNATIONAL	8100 4200/A	1HSHCAZR6PH500796	027862
110	1993	INTERNATIONAL	4900 3000/A	1HTSDPNN7PH478733	027818
57702	1994	INTERNATIONAL	4700 R/B	1HTSCPLM9RH546594	027842
128	2002	INTERNATIONAL	4400 2700/A	1HTMKAAN52H517491	027825
130	2002	INTERNATIONAL	4400 4400/A	1HTMSADR82J034164	027826
	2002	INTERNATIONAL		1HTMSADR82JO34164	020007
127	2002	INTERNATIONAL	4400 4400/A	1HTMSADRX2J034165	027824
	2005	INTERNATIONAL		117368 2005 INTL	019939
	2005	INTERNATIONAL	2800A tank	1htmmaan15h100805	019900
	2005	INTERNATIONAL	2800A tank	1htmmaan25h117368	019902
	2005	INTERNATIONAL	4300 2800A tank	1htmmaan5h124447	019898
	2005	INTERNATIONAL		100805	019941
	2005	INTERNATIONAL		1HTMMAAN15H100805	020008
	2005	INTERNATIONAL	TECH WELD 2800A TANK	H124445	019897
	2001	KENWORTH		M872708	019940
	2001	KENWORTH	2800A tank	M872708	019899
62044	1979	MACK	MR 3400/A	MR487P1016	027843
62047	1979	MACK	MR 3400/A	MR487P1018	027844
62053	1980	MACK	MR 3400	MR487P1172	027846
62054	1980	MACK	MR 3400	MR487P1173	027847
62057	1980	MACK	MR 3400/A	MR487P1176	027848
62058	1980	MACK	MR 3400/A	MR487P1177	027849
62060	1980	MACK	MR 3400	MR487P1179	027851
62051	1980	MACK	MR 3400/A	MR487P1231	027845
62064	1980	MACK	MR 3400/A	MR487P1233	027854
62065	1980	MACK	MR 3400	MR487P1234	027855
62066	1980	MACK	MR 3400	MR487P1235	027856
62067	1980	MACK	MR 3400	MR487P1236	027857
62069	1980	MACK	MR 3400/A	MR487P1238	027858


62071	1980	MACK	MR 3400/A		MR487P1240	027859
73	1985	MACK	MIDLINER 2800		VG6M112B7FB064208	027815
11	1996	MACK	MIDLINER 2800/A		VG6M118BITB301911	027814
63310	1993	PETERBILT	379 4400/A		1XP5DE9XXPN338718	027861
104	1988	VOLVO	FE615 2800		YB3U6A3A4JB416920	027816
114	1995	VOLVO	FL6 2800		4V52AEECXSR474218	027819

Hoffman Fuel Company Bridgeport
Fleet #	Year	Make	Model	Body Type Capacity A/S	VIN #	FAS #	Lease #
63143	1982	FORD	H80A 4400		1FDYH0U1GVA11539	027757
62454	1985	FORD	D800 2800		1FDYD80U6FVA22276	027751
A-11	1986	FORD	F-250 PICK UP		1FTHY26H7GK86771	027760
54999	1988	FORD	F-350 RACK		1FDKF37G4KNA65947	027747
49600	1996	FORD	E-350 VAN		1FTJE34Y2THA43834	027743
49801	1998	FORD	E-350 VAN		1FTPE24LXWHA47742	027744
29902	1999	FORD	E-350 VAN		1FTSE34F5XAB84969	027738
16101	1999	FORD	E-250 VAN		1FTSE34L8XHA27099	027735
101785	2000	FORD	E-150 VAN		1FTRE1423YHA24820	027759
	2000	FORD	E-150 VAN		1FTRE1426YHA31745	027761
16102	2001	FORD	E-250 VAN		1FTSE34L51HA26595	027736
49151	2002	FORD	E-350 VAN		1FTSE34L82HA25457	027740
49150	2002	FORD	E-350 VAN		1FTSE34L92HA25256	027739
16103	2002	FORD	E-350 VAN		1FTSE34LX2HA70979	027737
62193	1993	FREIGHTLINER	FL-70 2800		1FV6HFAA5PL416359	027748
62940	1994	FREIGHTLINER	FL-70 2800		1FV6HLBA6RL559014	027755
6	1994	FREIGHTLINER	FL-70 2800		1FV6HLBAXRL564877	027731
7	1995	FREIGHTLINER	FL-70 2800		1FV6HLBAOSL552582	027732
62401	1996	FREIGHTLINER	FL-70 2800		1FV6HFBA3TL758384	027750
1	1996	FREIGHTLINER	FL-70 2800		1FV6HLBA1TL872558	027729
62906	1999	FREIGHTLINER	FL-70 2800		1FV6HJAA2XHB00863	027753
12	1999	FREIGHTLINER	FL70 2800		1FV6HLBA6XHA22517	027733
62931	2000	FREIGHTLINER	FL-70 2800		1FV6HJBA2YHB94789	027754
49961	1999	GMC	SAVA VAN		1GTHG35R9X1061682	027745
63092	2000	GMC	7000 3150		1GDM7H1CYJ517667	027756
49360	2003	GMC	SAVA VAN		1GTHG35U231177353	027742
62704	1987	INTERNATIONAL	4900 2800		1HTLDTVN0HH505317	027752
62321	1990	INTERNATIONAL	4900 2800		1HTSDTVN2LH223748	027749
	1994	INTERNATIONAL	2700A TANK TRK+I38		1HTSDPPNXRH554722	019895
	1999	INTERNATIONAL	4900		7XH630237	019896
63190	2002	INTERNATIONAL	4400 3150		1HTMKAAN92H517493	027758
14	2004	KENWORTH	2800A tank		2NKMHD7X44M052243	027734
	2000	TOYOTA	COROLLA		2T1BR12E5YC268038	027762


55819	1993	FORD	F350 Dump	1FDKP37H2PNA82200	027885
62517	1993	FORD	LN8000 3200 /A	1FDXR82E8PVA33784	027903
49925 x	1995	FORD	EC2 Van	1FTHE24Y7SHA18046	027913
49932	1999	FORD	E250 Van	1FTNE24L8XHC207333	027871
49963	1999	FORD	E350 Van	1FTSE34L7XHA64354	027882
49934 x	2000	FORD	EC1 Van	1FTRE1429YHA42772	027914
49965	2000	FORD	E350 Van	1FTSE34L3YHC02473	027883
49962	2000	FORD	E350 Van	1STSE34LOYHA26661	027881
49961	2001	FORD	E350 Van	1FTSE34L01HA09302	027880
49936 x	2001	FORD	E350 Van	1FTSE34L11HA18073	027915
49942	2001	FORD	E350 Van	1FTSE34L31HA34582	027873
49935	2001	FORD	E350 Van	1FTSE34LX1HA18072	027872
49945	2002	FORD	E350 Van	1FTSE34L02HA19796	027876
49944	2002	FORD	E350 Van	1FTSE34L32HA06315	027875
49943	2002	FORD	E350 Van	1FTSE34L82HA06309	027874
49959	2003	FORD	E350 Van	1FTSE34L53HB49865	027878
	1997	FREIGHTLINER	3000A	VH789672	019906
62527	2001	FREIGHTLINER	FL80 3000 / A	1FVABXBS51HH87480	027910
55820	2001	GMC	3500HD Util	3GBKC34F21M112088	027886
62502	1985	INTERNATIONAL	2554 3400 / A	1HTZLTVN5FHA27103	027893
62516	1993	INTERNATIONAL	4900 3200 / A	1HTSDPPNXPH478657	027902
62501	1994	INTERNATIONAL	2554 3400 / A	1HTGBN2R9RH570176	027892
62513	1997	INTERNATIONAL	4700 3000 / A	1HTSCAAN7VH443791	027900
62526	1998	INTERNATIONAL	4700 2800 / A	1HTSCAAN8WH594897	027909
62512	1999	INTERNATIONAL	4900 3000 / A	1HTSDAAN1XH608332	027899
92515	1999	INTERNATIONAL	4900 2800 / A	1HTSDAAN2XH647043	027911
62511	2001	INTERNATIONAL	4700 3000 / A	1HTSCAAN71H369640	027898
62506	2002	INTERNATIONAL	4400 3400 / A	1HTMKAANO2H517494	027894
	2000	KENWORTH		839647	019908
	2001	KENWORTH	2800	M876350	019907
62485 x	1978	MACK	MB 3400 A	MB487p3772	027916
X62485	1978	MACK	MB 3400 A	MB487p3772	027922
62486 x	1978	MACK	MB 3400 A	MB487P3773	027917
X62486	1978	MACK	MB 3400 A	MB487P3773	027923
62488 x	1978	MACK	MB 3400 A	MB487P3892	027918
62489	1978	MACK	MB 3400 / A	MB487P3893	027889
62491 x	1978	MACK	MB 3400 A	MB487P3895	027919
62500	1979	MACK	MR 3400 / A	MR487P1019	027891
62510 x	1979	MACK	RD 4400 S	RD686SX5609	027921
62499	1980	MACK	MR 3400 / A	MR487P1183	027890
62497 x	1980	MACK	MR 3400 A	MR487P1187	027920
62509	1985	MACK	R685T 3000 / S	1M2N166C0FA089834	027897
	1985	MACK	DM686	DM686	019937
62518	1989	MACK	MS300 2800 /A	VG6M112B9KB067296	027904
62508	1993	MACK	DM690SX 5500 / S	1M2B210COPMO12280	027896
62523	1995	MACK	RD690S 4400 /S	1M2P264C8SMO17362	027908
62521	1997	MACK	DM690S 4800 /S	1M2B209C2VM021525	027907
62520	1997	MACK	DM690S 4800 /S	1M2B209COVMO21524	027906


62507	1997	MACK	RD690S 4400 /S	1M2P264C1VM023217	027895
62514	2003	Sterl ACTERRA	2800 / A	2FZACGCS73AM03583	027901
55827	1984	YALE	GLC040 Fork/Lift	A809NO4594U	027888
Rye Fuel Company
301	1998	DODGE	RAM 3500 PICK UP	1B7MF3355WJ143652	027796
101	1988	FORD	LN8000 3400/A	1FDYR82A1JVA46112	027783
209	2001	FORD	E350 BOX	1FDWE35L21HA61056	027794
201	2002	FORD	ECONO VAN	1FTSE34132HA06184	027791
205	2002	FORD	ECONO VAN	1FTSE34LX2HA86602	027792
	2006	FREIGHT LINER		1FVACXCS56HW40611	019932
105	1983	INTERNATIONAL	TK 2800/A	2HTAA1951DCA10966	027786
109	1987	INTERNATIONAL	S1900 2800/A	1HTLDTVN8JH34604	027790
108	1990	INTERNATIONAL	4900 2800/A	1HTSDZ7NXMH333030	027789
107	1996	INTERNATIONAL	4900 2800/A	1HTSDAANXTH302420	027788
106	2003	INTERNATIONAL	4400 2800/A	1HTMKAANO3H578409	027787
303	2000	VENTURE	VU2000 UT TRAILER	47GUA1210YB000250	027797
103	1993	VOLVO	FE42 2800/A	4V52AEEB0PR472847	027784
104	1993	VOLVO	FE42 2800/A	4V52AEHC9PR471829	027785


Record Owners	State	Property Name	Address	City	Zip Code
Ortep of Pennsylvania, Inc.	PA	Roy E. Miller	301 N. Forge Road	Palmyra	17078
Petro Holdings, Inc.	CT	Whaleco/Colonial	12 Colonial Road	Canton	06019
Petro Holdings, Inc.	RI	DeBlois E. Greenwich	2579 South Country Trail	E. Greenwich	02818
Meenan Oil Co, LP	NY	Burke	26 Bayview Rd. nr. Roa Hook Road	Peekskill	10566
Meenan Oil Co, Inc.	NJ	Meenan Oil Clinton	108 W. Main Street	Clinton	08809
Meenan Oil Co, LP	NJ	Meenan Oil Chester	65 Maple Avenue	Chester	07930
Meenan Oil Co, LP	NJ	Meenan Oil Franklin	460 Route 23	Franklin	07416
Meenan Oil Co, LP	NJ	BudOil Co.	55 US Highway 46	Hackettstown	07840
Meenan Oil Co, LP	NY	Wallace	10 Sands Station Road	Middletown	10940
Meenan Oil Co, LP	PA	Kirk’s Fuel	1859 Route 212	Quakertown	18951
Petro Holdings, Inc.	RI	Ryan	25 Stafford Street	Warwick	02886
Meenan Oil Co, LP	NJ	Hamburg	State Route 23 at Oak Street	Hamburg	07419
Petro Inc.	NY	Billings	Routes 55 & 82	Billings	12510
Petro Holdings, Inc.	RI	River - Woonsocket	1182 River St.	Woonsocket	02895
Marex Corp.	MD	Marex Corp.	8900 Citation Rd.	Baltimore	21221
Meenan Oil Co, LP	NJ	Region Oil	15 Richboyton Road	Dover	07801
Minnwhale LLC	NJ	Whaleco	800 State Road	Princeton	08540
Petro Inc.	NY	Eastern Depot	30 Old Dock Road	Yaphank	11980
Meenan Oil Co, LP	NY	Meenan Long Island	3020 Burns Avenue	Wantagh	11793
Ortep of Pennsylvania, Inc.	PA	DJ Witman	4025 Pottsville Pike	Reading	19605
Meenan Oil Co, Inc.	PA	Meenan Oil	113 Main Street	Tullytown	19007
Meenan Oil Co, Inc.	PA	Young Supply	8301 Lansdowne Avenue	Upper Darby	19082
Richland Partners, LLC	PA	Richland	62 N. Main Street	Stewartstown	17363
Richland Partners, LLC	PA	Richland	1234 Cloverleaf Road	Mt Joy	17552
Richland Partners, LLC	PA	Richland	669 E Ross Street	Lancaster	17602
Richland Partners, LLC	PA	Richland	572 E. Main Street	New Holland	17557
Richland Partners, LLC	PA	Richland	25 Hanover Street	York	17404
Petro Holdings, Inc.	RI	Prov Energy Oil	141 Knight Street	Warwick	02886
Petro Holdings, Inc.	RI	Prov Energy Oil	12 Stafford Street	Warwick	02886
Petro Holdings, Inc.	RI	Prov Energy Oil	550 Fish Road	Tiverton	02878
Petro Holdings, Inc.	RI	Prov Energy Oil	1191 River Street	Woonsocket	02895
Hoffman Fuel Company of Bridgeport	CT	Bridgeport	195 E. Washington Street	Bridgeport	06611
Hoffman Fuel Company of Danbury	CT	Danbury	170 White Street	Danbury	06810
Hoffman Fuel Company of Danbury	CT	New Milford	519 Danbury Rd	New Milford


Location	Street	City / St / Zip	Landlord	Legal Entity

New Milford	511 Danbury Road	New Milford CT 06776	Sycamore Trails Group LLC	Petro Inc.

Connecticut	52, 55 & 71 Day Street	Norwalk CT 06854	Robert Schwartz	Petro Inc.

New Haven	212 Elm St.	North Haven CT 06473	O’Leary-Vicunas No. Two, LLC	Petro Holdings, inc.

Corporate	2187 Atlantic Street	Stamford CT 06902	Antares 2187 Atlantic Spe LLC	Petro Inc.

Boston	295 Eastern Avenue	Chelsea MA 02150	Northeast Petroleum Div of Cargill, Inc.	Petroleum Heat & Power, Inc.

Boston	51 Industrial Drive	Readville MA 02081	Antonio Musto & Joseph Musto	Petro Holdings, Inc.

Kenvil	94 Dell Avenue	Kenvil NJ 07847	Sylway Properties	Minnwhale LLC

Lakewood	99 River Avenue	Lakewood NJ 08701	Kaitlyn Industries, Inc	Minnwhale LLC

Linden	11 Lincoln St.	Linden NJ 07036	Linden Associates VI	Minnwhale LLC

Pennsauken	1701 Sherman Ave.	Pennsauken NJ 08110	Mid America	Minnwhale LLC

South Plainfield	40 Cragwood Road	South Plainfield NJ 07080	Cragwood LLC	Minnwhale LLC

Wantaugh-S&V Realty	16A Bayville Avenue	Bayville NY 11709	16 Bayville corp	Meenan Oil Co. LP

Hudson River Petroleum-Burke	87 N. Main St	Brewster NY 10509	Richard E. Bouton	Meenan Oil Co. LP

Desilva Ice & Fuel (Mt.Kisco)-Burke	343 N. Bedford Rd.	Brewster NY 10509	Manuel Monterio	Meenan Oil Co. LP

Durkin	560 N. Main St.	Brewster NY 10509	Durkin water supply.	Meenan Oil Co. LP

Brooklyn	1820 Cropsey Avenue	Brooklyn NY 11214	Sergio & Vincent Allegretti	Petro Inc.

Floral Park	185 Magnolia Avenue	Floral Park NY 11001	Patterson Fuel Oil Company Inc	Petro Inc.

Burke Realty Hawthorne	475 Commerce St.	Hawthorne NY 10532	George E. Burke	Meenan Oil Co. LP

Hicksville	477 W. John St. and 5 Alpha Plaza	Hicksville NY 11801	Alpha John Associates	Petro Inc.

Hicksville	51 Alpha Plaza	Hicksville NY 11801	Stelow Inc	Petro Inc.

Highland	388 Upper North Road	Highland NY 12528	Tricia Holdings, Inc., LLC	Petro, Inc.

Petro - East	125 West Meadow Road	King’s Park NY 11754	AHJ Associates	Petro Inc.

Maspeth	55-60 58th Street	Maspeth NY 11378	Capitol Distributors Corp	Petro Inc.

Hardy	13520 Main St.	Mattituck NY 11952	Joseph Hardy	Petro Inc.

Melville	520 Broadhollow Road	Melville NY 11747	Reckson Austrailia Portfolio Clearing	Petro Inc.

Carpenter & Smith	100 Spring St.	Monroe NY 10950	Herbert Schneider	Meenan Oil Co. LP

Burke-Premium	2101 Post Road	Montrose NY 10548	John Griffin	Meenan Oil Co. LP



Plainview	3 - 5 Fairchild Court	Plainview NY 11803	Commander Enterprises	Petro Inc.

Plainview	1 Fairchild Court	Plainview NY 11803	Long Island Industrial MGT LLC	Petro Inc.

Melville - Dispatch / IT	171 Ames Court	Plainview NY 11803	ESCO Management C/O JFI	Petro Inc.

Effron-Norfe Realty (oil terminal)	144 and 154 Garden St.	Poughkeepsie NY 12601	Dawn Effron	Meenan Oil Co. LP

Effron-Norfe Realty (office and garage)	144 and 154 Garden St.	Poughkeepsie NY 12601	Dawn Effron	Meenan Oil Co. LP

Ryan	47 Patrick Lane	Poughkeepsie NY 12603	Patrick Page Commercial Properties, LLC	Meenan Oil Co. LP

Ryan	35 Patrick Lane	Poughkeepsie NY 12603	John Page Development, LLC	Meenan Oil Co. LP

Ryan	Parking Lane Parking Lot	Poughkeepsie NY 12603	Patrick Page Commercial Properties, LLC	Meenan Oil Co. LP

Hardy	76 Mariner Drive (Northwestern)	Southampton NY 11968	P & J Associates	Petro Inc.

Hardy	7 Greenfield & 1654 County Road 39	Southampton NY 11968	Joseph Hardy	Petro Inc.

Hardy	76 Mariner Drive (Southwestern)	Southampton NY 11968	P & J Associates	Petro Inc.

Southampton Termial	224 N. Main St.	Southampton NY 11968	224 North Main Street LLC	Petro Inc.

Burke-Manuele Mngmt Group	9 Walnut Place	Thornwood NY 10594	Fariello Family, Trust	Meenan Oil Co. LP

Burke -Verplank	126 Broadway	Verplank NY 10596	Regina Keefe Trustee	Meenan Oil Co. LP

Bronx	1416 Williamsbridge	Bronx NY 10461	Ardee Plaza, LLC	Petro Inc.

Leffler-Douglassville	21 Unionville Rd.	Douglassville PA 19518	NJB Partners LLC	Richland Partners, LLC

Leffler-Douglassville	Additional space @ 21 Unionville Road	Douglassville PA 19518	NJB Partners LLC	Richland Partners, LLC

Leffler-Lucknow	3300 Industrial Rd.	Harrisburg PA 17110	Eldorado Properties	Richland Partners, LLC

Mt Joy-(office, garage, rollman bldg.	13-15 Mount Joy St. (see comment)	Mount Joy PA 17552	DH & PM Properties	Richland Partners, LLC

Leffler-Richland	225 East Main St.	Richland Borough PA 17087	Premier R&G Properties	Richland Partners, LLC

Pennysylvania	650 Knowles Ave	Southampton PA 18966	Douglas E. Woosnam	Ortep of Pennsylvania

Allentown	6330 Farm Bureau Road	Upper Macungie PA 18106	Paul Weis	Ortep of Pennsylvania

Woods	22 Almeida Ave	East Providence RI 02914	Benker Family LLC	Petro Holdongs, Inc.

Providence	50 Houghton Street	Providence RI 02904	50 Houghton Associates, LP	Petroleum Heat & Power, Inc.



Buckley	741 East Main Road	Middeltown RI 02842	Highlander Realty LLC	Petro Holdings, Inc.

Buckley	1630-1632 Kingstown Rd	South Kingston RI 02879	Highlander Realty LLC	Petro Holdings, Inc.

Arlington	6873 Lee Highway Arlington	Arlington VA 22213	R. Shreve LLC	A.P. Woodson Company

Wallace	50 Industrial Place	Middletown NY 10940	Alta East inc.	Meenan Oil Co. LP

Region	276 Main St.	Hackettstown NJ 07840	CK & S Buliding Dorothy kappers	Meenan Oil Co. LP

Region	282 Main St.	Hackettstown NJ 07840	DE KAPPERS Dorothy kappers	Meenan Oil Co. LP

Rye Fuel	225 Greenleaf Avenue	Portsmouth NH 03801	PPG Properties	Rye Fuel Company

Lewis Oil Company	50 Roselle St.	Mineola NY 11501	Windsor Fuel Company Inc. Pension Trust	Lewis Oil company, Inc.

C. Hoffberger Company	1400 Ceddox Street	Baltimore MD 21226	E. Stewart Mitchell	C. Hoffberger Company

C. Hoffberger Company	33 Hudson Street	Annapolis MD 21401	Petroleum Marketing Group, Inc.	C. Hoffberger Company

Lewis Oil Company	175 Sunnyside Holding Corp.	Plainview NY 11803	175 Sunnyside Blvd., Inc.	Lewis Oil company, Inc.

Lewis Oil Company	274-C Montauk Hwy	Hampton Bays NY 11946	RCF Properties Corp.	Lewis Oil company, Inc.

Hoffman Fuel Company	56 Quarry Rodad	Trumbull CT 06611	Robert D. Scinto	Hoffman Fuel Company of Danbury

Champion Energy Company	1 Radisson Plaza	New Rochelle NY 10801	New Rochelle Hotel Associates	Champion Energy Company

JJ Skeleton Company	5125 Simpson Ferry Rd	Mechanicsburg PA 17050	Gulf Oil Limited Partnership	JJ Skeleton Company

Tanner (Leffler)	1120 Mount Rock Rd	Shippensburg PA 17257	Rohr Family Limited Partnership	Richland Partners, LLC

Tanner (Leffler)	1120 Mount Rock Rd	Shippensburg PA 17257	Rohr Family Limited Partnership	Richland Partners, LLC

Ways Heating and Cooling	1395 River Road	Titusville NJ 08500	Randy Downs and Robert O’Rourke	Minwhale LLC

Leffler	1234 Cloverleaf Road	Mount Joy PA 17552	Bridgestone Americas Tire Operations, LLC	Richland Partners, LLC

J.J. Skelton Company	40 W, Manoa Rd	Havertown, PA 19083	Boyle Energy	J.J. Skelton Company


Issuer	issued in the name of	CERTIFICATE NO.		Ownership Interest

A.P. Woodson Company	Petro Inc.		1	100 shares of Common Stock, no par value; 100% ownership interest

CFS LLC	Richland Partners, LLC		1	100% Membership Interest

Champion Oil Company	Champion Energy Corporation		3	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Champion Energy Corporation	Petro Holdings, Inc.		29	100 shares of Common Stock, $0.01 par value; 100% ownership interest

C. Hoffberger Company	Champion Energy Corporation		1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Columbia Petroleum Transportation, LLC	Richland Partners, LLC		100	100% Membership Interest

Hoffman Fuel Company of Bridgeport	Champion Energy Corporation		1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Hoffman Fuel Company of Danbury	Champion Energy Corporation		1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Hoffman Fuel Company of Stamford	Champion Energy Corporation		1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

JJ Skelton Oil Company	Champion Energy Corporation		1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Lewis Oil Company	Champion Energy Corporation		2	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Marex Corporation	Petro, Inc.		100	100 shares of Common Stock, no par value; 100% ownership interest

Minnwhale, LLC	Petro, Inc.		1	100% Membership Interest

Meenan Holdings of New York, Inc.	Meenan Oil Co., Inc.		1	100 shares of Common Stock, no par value; 100% ownership interest

Meenan Oil Co., Inc.	Petro Holdings, Inc.		100	1,269 shares of Common Stock, par value $ 0.01 per share; 100% ownership interest

Meenan Oil Co., L.P.	1) Meenan Oil Co., Inc.		100	1) 75.069236% Limited Partnership Interest
Meenan Oil Co., L.P.	2) Meenan Holdings of New York, Inc.		101	2) 24.930764% Limited Partnership Interest

Ortep of Pennsylvania, Inc.	Petroleum Heat & Power Co., Inc.		1	200 shares of Common Stock, no par value; 100% ownership interest

Petro Plumbing Corporation	Petroleum Heat & Power Co., Inc.		1	90 shares of Common Stock, $0.01 par value; 90% ownership interest

Petro Inc.	Petroleum Heat & Power Co., Inc.		C100	950 shares of Common Stock, no par value; 100% ownership interest



Petroleum Heat and Power Co., Inc.	Petro Holdings, Inc.	No #	26,452,270 shares of Common Stock, no par value; 100% ownership interest

Petro Holdings, Inc.	Star/Petro, Inc.	1	100 shares of Common Stock, par value $0.01 per share; 100% ownership interest

RegionOil Plumbing, Heating and Cooling Co., Inc.	Meenan Oil Co., L.P.	4	90 shares of Common Stock, no par value; 90% ownership interest

Richland Partners, LLC	Ortep of Pennsylvania, Inc.	100	100% Membership Interest

Rye Fuel Company	Champion Energy Corporation	1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Star Gas Finance Company	Star Gas Partners, L.P.	1	100 shares of Common Stock, $0.01 par value; 100% ownership interest

Star Acquistions, Inc.	Star Gas Partners, L.P.	2	99.99 shares of Common Stock, $0.01 par value; 99.99% ownership interest

Star Acquistions, Inc.	Star Gas Partners, L.P.	3	0.01 shares of Common Stock, $0.01 par value; 0.01% ownership interest

Star Gas Partners, L.P.	Kestrel Heat, LLC		Certificate Representing 324,100 General Partnership Units Representing General Partnerhip Interests


Name of Grantor	Issuer	Account Number(s) or Description

NewEdge USA, LLC	Petroleum Heat and Power Co., Inc.	Account Nos. GGG 76031, 034-76031, 034-76032, and 034-76033; Control Agreement

Morgan Stanley DW	Petroleum Heat and Power Co.	64289011 [not active - ~$1200 in acct]

JPMorgan Chase Bank, N.A.	Petroleum Heat and Power Co.	36056919 and 36056885

Star Gas Partners, L.P.	Petroleum Heat and Power Co.	$80,949,532 10.25% Subordinated Note dated November 16,2010

Star Gas Partners, L.P.	Petroleum Heat and Power Co.	$34,441,897 9.3% Subordinated Note dated November 16, 2010


NAME OF COMPANY		JURISDICTION OF FILING

A.P. Woodson Company		District of Columbia

Columbia Petroleum Transportation, LLC		Delaware

Marex Corporation		Maryland

Minnwhale, LLC		New York

Meenan Holding of New York, Inc.		New York

Meenan Oil Co., Inc.		Delaware

Meenan Oil Co., L.P.		Delaware

Ortep of Pennsylvania, Inc.		Pennsylvania

Petro, Inc.		Delaware

Petro Holdings, Inc.		Minnesota

Petroleum Heat and Power Co., Inc.		Minnesota

Richland Partners, LLC		Pennsylvania

Star Gas Finance Company		Delaware

Star Gas Partners, L.P.		Delaware

Star/Petro, Inc.		Minnesota