FIRST SUPPLEMENTAL INDENTURE
Exhibit 4.1
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 19, 2010, by
and among Suburban Propane Partners, L.P., a Delaware limited partnership (the “Partnership”),
Suburban Energy Finance Corp., a Delaware corporation (the “Company” and together with the
Partnership, the “Issuers”), and The Bank of New York Mellon (formerly known as The Bank of New
York), as trustee (the “Trustee”), to the Indenture, dated as of December 23, 2003 (the
“Indenture”).
WITNESSETH:
WHEREAS, the Issuers and the Trustee have heretofore executed and delivered the Indenture
providing for the issuance of 6.875% Senior Subordinated Notes due 2013 (the “Notes”) of the
Issuers;
WHEREAS, there is currently outstanding under the Indenture $250,000,000 in aggregate
principal amount of the Notes;
WHEREAS, Section 9.02 of the Indenture provides that the Issuers and the Trustee may, with the
written consent of the Holders (as defined in the Indenture) of at least a majority in aggregate
principal amount of the outstanding Notes, enter into a supplemental indenture for the purpose of
amending the Indenture;
WHEREAS, the Issuers have offered to purchase for cash any and all of the outstanding Notes
upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent
Solicitation Statement, dated March 9, 2010 (as the same may be amended or supplemented from time
to time, the “Statement”), and in the related Consent and Letter of Transmittal (as the same may be
amended or supplemented from time to time, and, together with the Statement, the “Offer”), from
each Holder of such Notes;
WHEREAS, the Offer is conditioned upon, among other things, the proposed amendments and
waivers (the “Proposed Amendments”) to the Indenture set forth herein having been approved by at
least a majority in aggregate principal amount of the outstanding Notes (and a supplemental
indenture in respect thereof having been executed and delivered); provided, that such Proposed
Amendments will only become operative with respect to the Notes upon the acceptance for payment by
the Issuers of the Notes representing a majority in aggregate principal amount of the outstanding
Notes pursuant to the Offer (the “Acceptance”);
WHEREAS, the Issuers have received and delivered to the Trustee the requisite consents to
effect the Proposed Amendments under the Indenture;
WHEREAS, the Issuers have been authorized by resolutions of their respective Board of
Supervisors or Board of Directors, as the case may be, to enter into this Supplemental Indenture;
WHEREAS, the Issuers have delivered to the Trustee an Officers’ Certificate (as defined in the
Indenture) as well as an Opinion of Counsel (as defined in the Indenture) to the effect that the
execution and delivery of this Supplemental Indenture by the Issuers is authorized or permitted
under the Indenture and that all conditions precedent provided for in the Indenture to the
execution and delivery of this Supplemental Indenture to be complied with by the Issuers have been
complied with; and
WHEREAS, all other acts and proceedings required by law, by the Indenture and by the
certificate of formation or certificate of incorporation, as the case may be, and the operating
agreement or bylaws, as the case may be, of each of the Issuers to make this Supplemental Indenture
a valid and binding agreement for the purposes expressed herein, in accordance with its terms, have
been duly done and performed;
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the Holders of the Notes, the Issuers and the
Trustee hereby agree as follows:
ARTICLE ONE
Section 1.01 Definitions.
Capitalized terms used in this Supplemental Indenture and not otherwise defined herein shall
have the meanings assigned to such terms in the Indenture.
Section 1.01 of the Indenture is amended with respect to the Notes by deleting all definitions
of terms, and references to definitions of terms, that are used exclusively in the text of the
Indenture and in the text of the Notes that are being otherwise eliminated by this Supplemental
Indenture.
ARTICLE TWO
Section 2.01 Amendments to Table of Contents.
The Table of Contents of the Indenture is amended by deleting the titles to Sections 3.10,
4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19, and 4.20 in
their entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.02 Amendment of Section 3.10.
The provisions of Section 3.10 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.03 Amendment of Section 4.03.
The provisions of Section 4.03 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.04 Amendment of Section 4.05.
The provisions of Section 4.05 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.05 Amendment of Section 4.07.
The provisions of Section 4.07 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.06 Amendment of Section 4.08.
The provisions of Section 4.08 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.07 Amendment of Section 4.09.
The provisions of Section 4.09 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.08 Amendment of Section 4.10.
The provisions of Section 4.10 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.09 Amendment of Section 4.11.
The provisions of Section 4.11 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.10 Amendment of Section 4.12.
The provisions of Section 4.12 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.11 Amendment of Section 4.13.
The provisions of Section 4.13 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.12 Amendment of Section 4.14.
The provisions of Section 4.14 of the Indenture are amended by deleting the text of such
Section (other than the title thereof) in its entirety and inserting in lieu thereof the following:
“Subject to Article 5 hereof, Suburban Propane shall do or cause to be done all things necessary to
preserve and keep in full force and effect its limited partnership or corporate existence, and the
corporate, partnership or other existence of each of its Subsidiaries, in accordance with the
respective organizational documents (as the same may be amended from time to time) of Suburban
Propane or any such Subsidiary; provided, however, that Suburban
Propane shall not be required to preserve the corporate, partnership or other existence of any
of its Subsidiaries, if its Board of Supervisors shall determine that the preservation thereof is
no longer desirable in the conduct of the business of Suburban Propane and its Subsidiaries, taken
as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the
Notes.”
Section 2.13 Amendment of Section 4.15.
The provisions of Section 4.15 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.14 Amendment of Section 4.16.
The provisions of Section 4.16 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.15 Amendment of Section 4.17.
The provisions of Section 4.17 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.16 Amendment of Section 4.18.
The provisions of Section 4.18 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.17 Amendment of Section 4.19.
The provisions of Section 4.19 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.18 Amendment of Section 4.20.
The provisions of Section 4.20 of the Indenture are amended by deleting the text of such
Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.19 Amendment of Section 5.01.
The provisions of Section 5.01 of the Indenture are amended by deleting the text of clause (4)
and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.20 Amendment of Section 6.01.
The provisions of Section 6.01 of the Indenture are amended by deleting the text of clauses
(3) through (6) from Section 6.01 and inserting in lieu thereof the phrase “[intentionally
omitted]”.
ARTICLE THREE
Section 3.01 Effectiveness of Amendments.
This Supplemental Indenture shall be effective upon its execution and delivery by the parties
hereto. The Amendments set forth in Article Two hereof will only become operative concurrently
with the acceptance for payment of Notes validly tendered and not withdrawn at or prior to the
Consent Payment Deadline (as defined in the Statement) pursuant to the Offer therefor.
Section 3.02 Continuing Effect of Indenture.
Except as expressly provided herein, all of the terms, provisions and conditions of the
Indenture and the Notes outstanding thereunder shall remain in full force and effect. On and after
the Acceptance, each reference in the Indenture to “the Indenture,” “this Indenture,” “hereunder,”
“hereof” or “herein” shall mean and be a reference to the Indenture as supplemented by this
Supplemental Indenture unless the context otherwise requires.
Section 3.03 Construction of Supplemental Indenture.
This Supplemental Indenture is executed as and shall constitute an indenture supplemental to
the Indenture and shall be construed in connection with and as part of the Indenture. This
Supplemental Indenture shall be governed by and construed in accordance with the laws of the State
of New York.
Section 3.04 Trust Indenture Act Controls.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended, as in force at the date this Supplemental Indenture is
executed, the provision required by said Act shall control.
Section 3.05 Trustee Disclaimer.
The recitals contained in this Supplemental Indenture shall be taken as the statements of the
Issuers, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture. All rights,
protections, privileges, indemnities and benefits granted or afforded to the Trustee under the
Indenture shall be deemed incorporated herein by this reference and shall be deemed applicable to
all actions taken, suffered or omitted by the Trustee under this Supplemental Indenture.
Section 3.06 Counterparts.
This Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but
one and the same instrument.
Section 3.07 Supplemental Indenture Forms Part of Indenture.
This Supplemental Indenture is executed and shall be construed as an indenture supplemental to
the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part of the
Indenture for all purposes. The Indenture, as amended and supplemented by this Supplemental
Indenture, is in all respects ratified and confirmed.
Section 3.08 Headings.
The section headings herein are for convenience only and shall not affect the construction
thereof.
Section 3.09 Severability.
In case any provision in this Supplemental Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed as
of the day and year first written above.
| SUBURBAN ENERGY FINANCE CORP. |
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| By: | /s/ Xxxxxxx X. Xxxx, Xx. | |||
| Name: | Xxxxxxx X. Xxxx, Xx. | |||
| Title: | President | |||
| SUBURBAN PROPANE PARTNERS, L.P. |
||||
| By: | /s/ Xxxxxxx X. Xxxx, Xx. | |||
| Name: | Xxxxxxx X. Xxxx, Xx. | |||
| Title: | President and Chief Executive Officer | |||
| THE BANK OF NEW YORK MELLON, as trustee |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Name: | Xxxxxx X. Xxxxxxx | |||
| Title: | Senior Associate | |||
[Supplemental Indenture]
