SUBURBAN PROPANE PARTNERS, L.P. 2,200,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2009 • Suburban Propane Partners Lp • Retail-miscellaneous retail • Delaware
Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Citigroup Global Markets Inc. Goldman, Sachs & Co. As Representatives of the several Underwriters named in Schedule I
DEALER MANAGER AGREEMENTDealer Manager Agreement • August 11th, 2009 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
This dealer manager agreement (this “Agreement”) will confirm the understanding among Suburban Propane Partners, L.P., a Delaware limited partnership (the “Company”), Suburban Energy Finance Corp., a Delaware Corporation (the “Co-Issuer”), Banc of America Securities LLC (“BAS”) and Wells Fargo Securities, LLC (“Wells Fargo”) pursuant to which the Company has retained BAS to act as lead dealer manager and Wells Fargo to act as co-dealer manager (together, the “Dealer Managers”), on the terms and subject to the conditions set forth herein, in connection with the proposed tender offer (the “Tender Offer”) for certain of the Company’s and the Co-Issuer’s outstanding 6.875% Senior Notes due 2013 (the “Notes”). The holders of Notes are hereinafter referred to as the “Holders.”
