Suburban Propane Partners, L.P. Suburban Energy Finance Corp. UNDERWRITING AGREEMENT dated March 10, 2010 Banc of America Securities LLC Goldman, Sachs & Co. RBS Securities Inc. Wells Fargo Securities, LLCUnderwriting Agreement • March 11th, 2010 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
Introductory. Suburban Propane Partners, L.P., a Delaware limited partnership (the “Partnership”), and Suburban Energy Finance Corp., a Delaware corporation (the “Co-Issuer” and together with the Partnership, the “Issuers”), propose to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you (the “Representative”) is acting as representative, $250,000,000 principal amount of its 7 3/8% Senior Notes due 2020 (the “Notes”). The Notes will be issued pursuant to an indenture to be dated as of March 23, 2010 (the “Base Indenture”), among the Issuers and The Bank of New York Mellon, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to be dated as of March 23, 2010 (the “Supplemental Indenture”) to the Base Indenture (together with the Base Indenture, the “Indenture”). The use of the neuter in this Underwriting Agreement (the “Agreement”) shall include the feminine and masculine where
DEALER MANAGER AND SOLICITATION AGENT AGREEMENTDealer Manager and Solicitation Agent Agreement • March 11th, 2010 • 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”) and Banc of America Securities LLC (“BAS”) pursuant to which the Company has retained BAS to act as exclusive dealer manager (the “Dealer Manager”), 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 Company and the Co-Issuer are also soliciting (the “Solicitation”) consents (the “Consents”) to the adoption of proposed amendments (the “Proposed Amendments”) to the indenture dated as of December 23, 2003 among the Company, the Co-Issuer and The Bank of New York, as trustee (the “Trustee”) governing the Notes (the “Indenture”). The dealer manager will also act as exclusiv
