EXHIBIT 10.2
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EXECUTION COPY
DISTRIBUTION, RELEASE AND LOCKUP AGREEMENT
This DISTRIBUTION, RELEASE AND LOCKUP AGREEMENT (this
"Agreement") is made and entered into as of July 27, 2006 by and among Suburban
Energy Services Group LLC, a Delaware limited liability company (the "General
Partner"), the holders of limited liability company interests in the General
Partner who are signatories hereto (the "GP Members"), including Suburban Energy
Membership LLC, a Delaware limited liability company ("LLC 2"), the holders of
limited liability company interests in LLC 2 who are signatories hereto (the
"LLC 2 Members"), Suburban Propane Partners, L.P., a Delaware limited
partnership (the "MLP"), and Suburban Propane, L.P., a Delaware limited
partnership and the operating partnership of the MLP (the "OLP").
RECITALS
WHEREAS, the General Partner is the general partner of each of
the MLP and OLP and holds the following interests: the General Partner Interest
(the "MLP GP Interest") and the Incentive Distribution Rights (each as defined
in the Second Amended and Restated Agreement of Limited Partnership of Suburban
Propane Partners, L.P., dated as of May 26, 1999) in the MLP and the General
Partner Interest (as defined in the Second Amended and Restated Agreement of
Limited Partnership of Suburban Propane, L.P. , dated as of May 26, 1999) in the
OLP (the "OLP GP Interest");
WHEREAS, concurrently with the execution of this Agreement,
the General Partner, the MLP and the OLP are entering into an Exchange
Agreement, a copy of which is attached as Appendix B hereto (the "Exchange
Agreement"), pursuant to which, subject to the terms and conditions thereof, the
General Partner will exchange its Incentive Distribution Rights, the entire
economic interest in the MLP included in the MLP GP Interest and the entire
economic interest in the OLP included in the OLP GP Interest for an aggregate of
two million, three hundred thousand (2,300,000) Common Units (as defined in the
MLP Partnership Agreement) of the MLP (the "Consideration Units"), thereby
reducing the economic interest included in each of the MLP GP Interest and the
OLP GP Interest to zero;
WHEREAS, upon consummation of the transactions contemplated by
the Exchange Agreement, each of the GP Members wishes to terminate his, her or
its Membership Interest (as defined in the Operating Agreement of the General
Partner, dated as of May 26, 1999 (the "GP Operating Agreement")) in the General
Partner (the "GP Membership Interests") in exchange for the distribution to the
GP Members from the General Partner of the Consideration Units (except to the
extent set forth in the second succeeding recital);
WHEREAS, upon LLC 2's receipt of Consideration Units from the
General Partner in exchange for the termination of its GP Membership Interest,
each of the LLC 2 Members wishes to terminate his or her Membership Interests
(as defined in the Operating Agreement of LLC 2) in LLC 2 (the "LLC 2 Membership
Interests" and, together with the GP Membership Interests, the "Membership
Interests") in exchange for the distribution to the LLC 2 Members from LLC 2 of
Consideration Units; and
WHEREAS, seven hundred and eighty-four (784) of the
Consideration Units which Xx. Xxxx X. Xxxxxxxxx is entitled to receive upon the
distribution of the Consideration Units by the General Partner will not be
distributed to him by the General Partner, and, as a result, Xx. Xxxxxxxxx will
retain a GP Membership Interest and be the sole remaining member of the General
Partner (the "Retained Interest").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
1. Distribution of Consideration Units. Each of the GP Members
and LLC 2 Members hereby elects to receive, as soon as practicable following the
Closing and the effectiveness of the Registration Statement (each as defined in
the Exchange Agreement), the number of Consideration Units to be delivered to
him, her or it as set forth on his, her or its individual Appendix A hereto,
which has been determined in accordance with the formula set forth on Appendix
A, as consideration for the termination of his, her or its GP Membership
Interest, except for the Retained Interest, and/or LLC 2 Membership Interest, as
applicable. Without further action by the GP Members or LLC 2 Members, as of the
Closing, all of the right, title and interest in and to each of the GP
Membership Interests, except for the Retained Interest, and all of the right,
title and interest in and to each of the LLC 2 Membership Interests, will be
assigned, transferred and delivered to the General Partner and LLC 2,
respectively, free and clear of all mortgages, liens, pledges, security
interests, charges, claims, restrictions and encumbrances of any nature
whatsoever. In furtherance of the foregoing, each of the GP Members and LLC 2
Members agrees that he, she or it shall not sell, transfer or otherwise dispose
of his, her or its Membership Interest(s) from and after the date hereof except
in accordance with this Agreement. At the Closing, the General Partner will
distribute to each GP Member and, immediately thereafter, LLC 2 will distribute
to each LLC 2 Member the number of Consideration Units to be delivered to him,
her or it as set forth on his, her or its individual Appendix A hereto, which
has been determined in accordance with the formula set forth on Appendix A
hereto, except for the Retained Interest (the "Distribution"). Each of the GP
Members and LLC 2 Members hereby acknowledges and agrees that receipt of the
Consideration Units distributed pursuant to this Section 1 shall constitute
complete satisfaction of all obligations or any other sums due to such GP Member
or LLC 2 Member with respect to his, her or its Membership Interest(s),
including the termination thereof pursuant to Section 2 hereof, except for the
Retained Interest, and no such member shall be entitled to any further
consideration therefor, whether under the Delaware Limited Liability Company Act
or otherwise. Each of the GP Members and LLC 2 Members hereby further
acknowledges that the Consideration Units received by him, her or it in the
Distribution may be sold, prior to the first anniversary of the Closing, only
pursuant to the Registration Statement and, thereafter until the second
anniversary of the Closing, only pursuant to the Registration Statement or Rule
144 under the Securities Act of 1933, as amended (the "Securities Act"), or, in
either case, in a transaction exempt from registration under the Securities Act
to a person who agrees in writing to be bound by this provision in form and
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substance acceptable to the MLP. Any GP Member or LLC 2 Member who continues to
be an affiliate of the MLP or OLP after the expiration of the Registration
Statement shall dispose of his, her or its Consideration Units only pursuant to
Rule 144 under the Securities Act or in a transaction exempt from registration
under the Securities Act to a person who agrees in writing to be bound by this
provision in form and substance acceptable to the MLP.
2. Termination of Membership Interests. Immediately following the
Distribution, without further action by the General Partner and LLC 2, all
Membership Interests, except for the Retained Interest, shall be terminated and
have no further force or effect, and each member of the General Partner and LLC
2 whose entire GP Membership Interest or LLC 2 Membership Interest is terminated
shall cease to be a member of the General Partner or LLC 2, as applicable, and
shall cease to have or exercise any further rights as a member thereof. LLC 2
Members consent to the dissolution of LLC 2 following the Distribution.
3. Consents and Approvals. Each of the GP Members and LLC 2
Members hereby consents to and approves this Agreement and the Exchange
Agreement and all of the transactions contemplated hereby and thereby. Messrs.
Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxx, Xx. and Xxxxxx X. Xxxxxx further represent
that they constitute all the members of the Board of Managers of the General
Partner and collectively own a Majority in Interest (as defined in the GP
Operating Agreement) and have approved this Agreement and the Exchange Agreement
and all of the transactions contemplated hereby and thereby in their capacities
as managers and members of the General Partner.
4. Release. From and after the Closing, each of the GP Members
and LLC 2 Members shall hereby, on behalf of themselves and each of their
affiliates, heirs, executors, administrators, legal representatives and their
respective successors or assigns (collectively, the "Releasor Related Parties"),
unequivocally, irrevocably and unconditionally (i) release, surrender, acquit
and forever discharge each of the MLP, the OLP, the General Partner, LLC 2, the
Appointed Supervisors, Elected Supervisors and officers of the MLP and the OLP,
the present and former members of the Board of Managers and officers of each of
the General Partner and LLC 2, and each of their respective successors,
affiliates, predecessors, agents, assigns, attorneys, financial advisors and
representatives, and their respective successors and assigns (each, a "Released
Party" and collectively, the "Released Parties"), of and from any and all
actions, causes of action, claims, suits, debts, disputes, controversies,
judgments, remedies, demands, damages and liabilities, of any nature whatsoever,
in law, at equity or otherwise, whether direct, derivative or otherwise, fixed
or contingent, currently known or unknown (collectively, "Claims"), which may be
asserted against any of the Released Parties or which any GP Member, LLC 2
Member or Releasor Related Party now has, claims to have or ever could assert,
either for themselves or otherwise for or on behalf of any other person or
entity, arising out of or in connection with the negotiation, execution of or
consummation of the transactions contemplated by the Exchange Agreement,
including but not limited to the aggregate number of Consideration Units
received by the General Partner in connection with such transactions and the
subsequent Distribution to such GP Member or LLC 2 Member of the number of
Consideration Units set forth on such GP Member's or LLC 2 Member's individual
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Appendix A hereto in complete satisfaction of all obligations or any other sums
due to such GP Member or LLC 2 Member with respect to his, her or its Membership
Interest(s) except the Retained Interest (in the case of Xxxx X. Xxxxxxxxx);
(ii) release, surrender, acquit and forever discharge each of the members of the
Board of Managers and officers of the General Partner and LLC 2 for any prior
actions or failures to act by them in their capacities as such; and (iii)
covenant to refrain from, directly or indirectly, asserting any claim or demand,
or commencing, instituting or causing to be commenced, any proceeding of any
kind against any Released Party, based upon any matter purported to be Released
hereby.
5. Lockups. For a period of two years from the date of Closing,
each of Messrs. Xxxx X. Xxxxxxxxx and Xxxxxxx X. Xxxx, Xx. shall not Transfer
any of the Consideration Units received by him in the Distribution except: (i)
to a family member, or trust for the benefit of a family member, of such
individual who agrees to be bound by this Section 5, the next to last sentence
of Section 1 and Section 6; (ii) with the prior written consent of the Board of
Supervisors of the MLP; (iii) pursuant to a Change of Control (as defined in the
Exchange Agreement); (iv) by will or the laws of intestacy to such person's
legal representative, heir or legatee; or (v) if such person is a partnership or
corporation or similar entity, a distribution to partners or stockholders, but
subject to the terms of this Section 5, the next to last sentence of Section 1
and Section 6. For a period of ninety (90) days from the date of Closing, all
other GP Members and LLC 2 Members shall not Transfer any of the Consideration
Units received by them in the Distribution except under the circumstances
described in clauses (i) through (v) of the preceding sentence and except that
LLC 2 may distribute its portion of such Consideration Units to its members as
contemplated by Section 1. For a period of two years from the date of Closing,
each of the GP Members and LLC 2 Members hereby agrees to notify the General
Counsel of the MLP each time that he, she or it Transfers any or all of his, her
or its Consideration Units. Each of the GP Members and LLC 2 Members hereby
consents to the placing of stop transfer instructions with the transfer agent
for the Common Units by the MLP on his, her or its Consideration Units for a
period equal to his, her or its respective lockup period, beginning on the date
of Closing. For purposes of this Section 5, "Transfer" shall mean (i) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant for
the sale of, lend or otherwise dispose of or transfer, whether directly or
indirectly, voluntarily or involuntarily, by operation of law or otherwise, or
(ii) enter into any swap or any other arrangement or any transaction that
transfers to another, in whole or in part, directly or indirectly, voluntarily
or involuntarily, by operation of law or otherwise, any of the economic
consequences of ownership, whether any such swap or transaction is to be settled
by delivery of Common Units or other securities, in cash or otherwise.
6. Registration Statement. Each of the GP Members and LLC 2
Members hereby (i) consents to the inclusion in the Registration Statement of
his or her name and any other information as may be required to be included
therein under the Securities Act and the rules and regulations thereunder, (ii)
agrees to provide the MLP with any such information as the MLP requires and may
reasonably request for this purpose and (iii) represents that any such
information provided to the MLP for such purpose shall be true and correct as of
the date provided.
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7. Intentionally Omitted.
8. Fees and Expenses. Xxxx X. Xxxxxxxxx hereby agrees to pay the
fees and expenses owed by the General Partner to its financial advisor, Redwall
Partners, a division of RP&C International (Securities) Inc. The legal fees and
expenses of the General Partner incurred in connection with the transactions
contemplated by this Agreement and the Exchange Agreement shall be paid in the
following manner: the Board of Managers of the General Partner shall have the
discretion to withhold all or a portion of the quarterly distribution scheduled
to be paid to the General Partner and then to be distributed by the General
Partner to the GP Members and, at the direction of LLC 2, to the LLC 2 Members
in August 2006 and November 2006 and to use such funds to pay such legal
expenses. Any funds remaining after the payment of such legal expenses shall be
paid to each of the GP Members (including LLC 2) and by LLC 2 to the LLC 2
Members in an amount based upon his, her or its combined profits interests in
the General Partner and LLC 2. If, however, such funds are not sufficient to pay
such legal expenses, each of the GP Members and LLC 2 Members will reimburse the
General Partner for any such remaining unpaid legal expenses in an amount based
upon his, her or its combined profits interests in the General Partner and LLC
2.
9. Certain State Taxes Imposed On the General Partner.
a. The MLP or the OLP shall pay or reimburse Xxxx X.
Xxxxxxxxx as the sole member of the General Partner following the Closing for
taxes (including, without limitation, the State of Kentucky corporation tax, the
State of California tax return filing fee, the state of Rhode Island minimum tax
and the state of Tennessee single member LLC excise tax), imposed upon the
General Partner by any state (other than a state in which Xx. Xxxxxxxxx resides)
except to the extent that such taxes are attributable to activities or income of
the General Partner that are unrelated to (a) its ownership of the Retained
Interest or (b) its status as General Partner of the MLP.
b. Following the Closing, the General Partner shall
continue to be entitled to use the tax department services of the OLP and the
services of the MLP's accounting firm or tax advisors, at no cost to the General
Partner, consistent with past practices.
10. Additional Signatories. Subsequent to the execution of this
Agreement, each of the General Partner and LLC 2 shall use its commercially
reasonable efforts to obtain an executed counterpart of this Agreement from each
member of the General Partner and LLC 2 who is not a signatory hereto as of the
date of this Agreement. Upon executing and delivering a counterpart of this
Agreement, each such GP Member or LLC 2 Member shall have the same rights and
assume the same obligations he or she would have had he or she had executed and
delivered this Agreement concurrently with the execution and delivery of this
Agreement by the GP Members and LLC 2 Members who executed and delivered this
Agreement on the date first written above.
11. Distribution Deliveries. Upon the Distribution, the General
Partner shall deliver, or cause to be delivered, to each of the GP Members, and
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immediately thereafter LLC 2 shall deliver, or cause to be delivered, to each of
the LLC 2 Members, duly endorsed certificates representing the number of
Consideration Units to be delivered to him, her or it as set forth on his, her
or its individual Appendix A hereto, which has been determined in accordance
with the formula set forth on such Appendix A, or, alternatively, by book entry.
12. Automatic Change in Form of Transaction.
a. Immediately following the execution of this
Agreement, Xxxx X. Xxxxxxxxx, Xxxxxxx X. Xxxx, Xx., and Xxxxxx X. Xxxxxx, who
are currently all of the members of the Board of Managers of the General
Partner, shall use their commercially reasonable efforts to obtain an executed
counterpart of this Agreement from each of the members of the General Partner
and LLC 2. In the event that any member of the General Partner has not executed
and delivered a counterpart of this Agreement prior to the Closing,
notwithstanding anything to the contrary contained in this Agreement, the
General Partner shall not distribute any of the Consideration Units to its
members (including LLC 2), except in connection with, and in the form of, the
transactions described in this Section 12.
b. In the event that, not later than five business days
prior to the date of the MLP's 2006 Tri-Annual Meeting, any member of the
General Partner has not executed and delivered a counterpart of the Agreement,
the General Partner shall form a wholly-owned subsidiary in the form of a
Delaware limited liability company, which, at the Closing (unless this Agreement
has been signed by all such members), will be merged with and into the General
Partner, with the General Partner as the surviving entity in such merger (the
"General Partner Merger"). In the General Partner Merger, the holders of limited
liability company interests in the General Partner shall receive the
Consideration Units in exchange for their limited liability company interests in
the General Partner (except for the Retained Interest of Xxxx Xxxxxxxxx) in
accordance with the formula set forth in this Agreement, and their limited
liability company interests in the General Partner shall be cancelled (except
for the Retained Interest of Xxxx Xxxxxxxxx). The exchange of Consideration
Units pursuant to the General Partner Merger shall be deemed a Distribution for
all purposes of this Agreement.
c. The General Partner agrees to enter into and to cause
its subsidiary to enter into, an agreement and plan of merger, and to execute,
deliver and file a certificate of merger and all other appropriate documentation
to consummate the General Partner Merger. The GP Members by their signatures
hereto, who collectively own a majority of the outstanding limited liability
company interests in the General Partner, hereby approve the General Partner
Merger, if required, in accordance with the terms and provisions of the
operating agreement of the General Partner and agree to take, or cause the
General Partner to take, any and all other actions necessary to authorize the
General Partner and its subsidiary to enter into, deliver and perform its
obligations under, the agreements and other documentation necessary to
consummate the General Partner Merger. The terms and provisions of all
documentation required under this Section 12 for the General Partner Merger
shall be subject to the reasonable approval of the Board of Supervisors of the
MLP.
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13. Termination. This Agreement and the rights and obligations of
the parties hereto shall automatically terminate and be of no further force and
effect upon termination of the Exchange Agreement in accordance with its terms.
14. Miscellaneous.
a. Amendments and Waivers. Amendments or modifications
to this Agreement may only be made, and compliance with any term, covenant,
agreement, condition or provision set forth herein may only be omitted or waived
(either generally or in a particular instance and either retroactively or
prospectively), upon the written consent of each of the parties hereto, except
that, no consent of the GP Members or LLC 2 Members shall be required if such
amendment or modification has been approved by the Board of Managers of the
General Partner, other than as to any amendments or modifications relating to
the Consideration Units, which shall require approval of a Majority in Interest
of the members of the General Partner and, if applicable, the members of LLC 2.
Any action to be taken hereunder at the discretion of the MLP or the Board of
Supervisors of the MLP shall be taken by the Audit Committee of the Board of the
Supervisors of the MLP.
b. Further Assurances. Each of the GP Members and LLC 2
Members hereby agrees that he, she or it shall not Transfer any of his, her or
its Membership Interest(s) (whether directly or indirectly, by merger,
consolidation or otherwise) from and after the date hereof except in accordance
with this Agreement. From time to time, as and when requested by the MLP or the
OLP, the General Partner, LLC 2, the GP Members and LLC 2 Members shall execute
and deliver, or cause to be executed and delivered, all such documents and
instruments as may be reasonably necessary to consummate the transactions
contemplated by this Agreement and the Exchange Agreement.
c. Entire Agreement. This Agreement and the Appendices
hereto constitute the full and complete agreement of the parties with respect to
the subject matter hereof and supersede all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter
hereof.
d. Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given upon the earlier of (i)
delivery thereof if by hand; (ii) receipt if sent by mail (registered or
certified mail, postage prepaid, return receipt requested); (iii) the second
business day after deposit if sent by a recognized overnight delivery service;
or (iv) transmission if sent by telecopy or facsimile transmission (with request
of assurance of receipt in a manner customary for communication of such type) as
follows:
If to the MLP:
Suburban Propane Partners, L.P.
000 Xxxxx 00 Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx Xxxx, General Counsel and Secretary
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Facsimile No.: (000) 000-0000
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Xxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to the OLP:
Suburban Propane, L.P.
000 Xxxxx 00 Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx Xxxx, General Counsel and Secretary
Facsimile No.: (000) 000-0000
with a copy to:
Weil, Gotshal & Xxxxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxx X. Xxxxxx, Esq.
Xxx X. Xxxxxxx, Esq.
Facsimile No.: (000) 000-0000
If to the General Partner:
Suburban Energy Services Group LLC
000 Xxxxx 00 Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Cadwalader, Xxxxxxxxxx & Xxxx LLP
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Block, Esq.
Facsimile No.: (000) 000-0000
If to the GP Members:
c/o Suburban Energy Services Group LLC
000 Xxxxx 00 Xxxx
0
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx
Facsimile No.: (000) 000-0000
If to LLC 2:
Suburban Energy Membership LLC
000 Xxxxx 00 Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx
Facsimile No.: (000) 000-0000
with a copy to:
Cadwalader, Xxxxxxxxxx & Xxxx LLP
Xxx Xxxxx Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Block, Esq.
Facsimile No.: (000) 000-0000
If to the LLC 2 Members:
c/o Suburban Energy Membership LLC
000 Xxxxx 00 Xxxx
Xxxxxxxx, Xxx Xxxxxx 00000
Attn: Xxxx X. Xxxxxxxxx
Facsimile No.: (000) 000-0000
e. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Delaware without
regard to the conflict of laws rules thereof.
f. Assignment. This Agreement shall be binding upon the
MLP, the OLP, the General Partner, each of the GP Members, LLC 2 and each of the
LLC 2 Members and each of their respective successors and permitted assigns.
This Agreement may not be assigned by any party hereto without the consent of
the other parties hereto.
g. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.
h. Headings. The article and section headings contained
in this Agreement are solely for the purpose of reference, are not part of the
agreement of the parties and shall not affect in any way the meaning or
interpretation of this Agreement.
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i. Severability. In case any provision in this Agreement
shall be held invalid, illegal or unenforceable in any respect for any reason,
the validity, legality and enforceability of any such provision in every other
respect and the remaining provisions shall not in any way be affected or
impaired thereby.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed this Distribution,
Release and Lockup Agreement as of the date first written above.
SUBURBAN PROPANE PARTNERS, L.P.
By: /s/ XXXX X. XXXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
SUBURBAN PROPANE, L.P.
By: /s/ XXXX X. XXXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chief Executive Officer
SUBURBAN ENERGY SERVICES GROUP LLC
By: /s/ XXXX X. XXXXXXXXX
-------------------------------
Name: Xxxx X. Xxxxxxxxx
Title: Chairman
SUBURBAN ENERGY MEMBERSHIP LLC
By: /s/ XXXXXXX X. XXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Member
SUBURBAN ENERGY MEMBERSHIP LLC, AS
A GP MEMBER
By: /s/ XXXXXXX X. XXXX, XX.
-------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
Title: Member
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GP MEMBERS:
/s/ XXXX X. XXXXXXXXX
-----------------------------------
Name: Xxxx X. Xxxxxxxxx
/s/ XXXXXXX X. XXXX, XX.
-----------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
/s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxx
/s/ XXXXXXX X. XXXX
-----------------------------------
Name: Xxxxxxx X. Xxxx
/s/ XXXXXX XXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxx
/s/ XXXX XXXXX XX
-----------------------------------
Name: Xxxx Xxxxx XX
/s/ XXXXXX XXXXX XXXXX
-----------------------------------
Name: Xxxxxx Xxxxx Xxxxx
/s/ XXXXXXX XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
/s/ XXXXX XXXXX
-----------------------------------
Name: Xxxxx Xxxxx
/s/ XXXX XXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxx
/s/ XXXXX X'XXXXXXXX
-----------------------------------
Name: Xxxxx X'Xxxxxxxx
/s/ XXXXXX XXXXXXX
-----------------------------------
Name: Xxxxxx Xxxxxxx
/s/ XXXX XXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxx
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LLC 2 MEMBERS:
/s/ XXXXXXX X. XXXX, XX.
-----------------------------------
Name: Xxxxxxx X. Xxxx, Xx.
/s/ XXXXXXX X. XXXXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxxxx
/s/ XXXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxxx X. Xxxxx
/s/ XXXX XXXXX XX
-----------------------------------
Name: Xxxx Xxxxx XX
/s/ XXXXXX XXXXX XXXXX
-----------------------------------
Name: Xxxxxx Xxxxx Xxxxx
/s/ XXXXXXX XXXXXXXXXX
-----------------------------------
Name: Xxxxxxx Xxxxxxxxxx
/s/ XXXXX XXXXX
-----------------------------------
Name: Xxxxx Xxxxx
/s/ XXXX XXXXXXX
-----------------------------------
Name: Xxxx Xxxxxxx
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