SECOND SUPPLEMENTAL INDENTURE
Exhibit 4.1
Execution Version
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 24, 2015, 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, as trustee (the “Trustee”), to the First Supplemental Indenture, dated as of March 23, 2010 (the “Indenture”).
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 2.01 of the Indenture is amended 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 10.03, 10.05, 10.08, 10.09, 10.10, 10.11, 10.12, 10.13, 10.14, 10.16, 10.17, 10.18, 10.19, 10.20 and 11.10 in their entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.02 Amendment of Section 5.01.
The provisions of Section 5.01 of the Indenture are amended by deleting the text of clauses (c) through (f) from Section 5.01 and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.03 Amendment of Section 8.01.
The provisions of Section 8.01 of the Indenture are amended by deleting the text of clause (a)(iv) and inserting in lieu thereof the phrase “[intentionally omitted]” and by deleting the text of clause (b)(iv) and inserting in lieu thereof the phrase “[intentionally omitted]”.
Section 2.04 Amendment of Section 10.03.
The provisions of Section 10.03 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 2.05 Amendment of Section 10.05.
The provisions of Section 10.05 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 2.06 Amendment of Section 10.08.
The provisions of Section 10.08 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 10.09.
The provisions of Section 10.09 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 10.10.
The provisions of Section 10.10 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 10.11.
The provisions of Section 10.11 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 10.12.
The provisions of Section 10.12 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 10.13.
The provisions of Section 10.13 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 10.14.
The provisions of Section 10.14 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 2.13 Amendment of Section 10.15.
The provisions of Section 10.15 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 VIII and Article XIII 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 2.14 Amendment of Section 10.16.
The provisions of Section 10.16 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 10.17.
The provisions of Section 10.17 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 10.18.
The provisions of Section 10.18 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 10.19.
The provisions of Section 10.19 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 10.20.
The provisions of Section 10.20 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 to Section 11.04 (a)
The provisions of Section 11.04 (a) 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: “(a) Notice of redemption will be mailed by first class mail, as provided in Section 2.06, at least 3 Business Days but not more than 60 days before the Redemption Date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Supplemental Indenture in accordance with Articles IV or XIII of this Supplemental Indenture. Notices of redemption may not be conditional. If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be
redeemed. Notes called for redemption become due on the date fixed for redemption. On and after the Redemption Date, interest ceases to accrue on Notes or portions of them called for redemption.”
Section 2.20 Amendment of Section 11.08 (c)
The provisions of Section 11.08 (c) 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: “Notwithstanding the provisions contained in paragraphs (a) and (b) of this Section 11.08, the Issuers may redeem the Notes, in whole or in part, at any time prior to March 15, 2015, upon not less than 3 Business Days nor more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount of the Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest, if any, to, the applicable Redemption Date (subject to the right of Holders on the relevant record date to receive interest due on the relevant Interest Payment Date).”
Section 2.21 Amendment of Section 11.10.
The provisions of Section 11.10 of the Indenture are amended by deleting the text of such Section in its entirety and inserting in lieu thereof the phrase “[intentionally omitted]”.
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.
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]
SUBURBAN ENERGY FINANCE CORP. | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | President & Chief Executive Officer | |
SUBURBAN PROPANE PARTNERS, L.P. | ||
By: | /s/ Xxxxxxx X. Xxxxxxx | |
Name: | Xxxxxxx X. Xxxxxxx | |
Title: | President & Chief Executive Officer | |
THE BANK OF NEW YORK MELLON, as Trustee | ||
By: | /s/ Xxxxxxxx X. X’Xxxxx | |
Name: | Xxxxxxxx X. X’Xxxxx | |
Title: | Vice President |
[Supplemental Indenture]