CREDIT AGREEMENT Dated as of June 26, 2009 among SUBURBAN PROPANE, L.P., as the Borrower, SUBURBAN PROPANE PARTNERS, L.P., as the Parent, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and The Other Lenders Party...Security Agreement • May 10th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 26, 2009, among SUBURBAN PROPANE, L.P., a Delaware limited partnership (the “Borrower”), SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (the “Parent”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
SUBURBAN PROPANE PARTNERS, L.P., SUBURBAN ENERGY FINANCE CORP., as Issuers and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of March 23, 2010 to the INDENTURE Dated as of March 23, 2010 $250,000,000 7-3/8% Senior Notes...First Supplemental Indenture • May 10th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of March 23, 2010 (the “Supplemental Indenture”), among SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (“Suburban Propane”), SUBURBAN ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Suburban Propane, the “Issuers”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the “Trustee”) under the Indenture dated as of March 23, 2010 among the Issuers and the Trustee (the “Base Indenture” and, as amended and supplemented by this Supplemental Indenture, the “Indenture”).
CONTRIBUTION AGREEMENT BY AND AMONG INERGY, L.P. INERGY GP, LLC INERGY SALES & SERVICE, INC. AND SUBURBAN PROPANE PARTNERS, L.P. April 25, 2012Contribution Agreement • May 10th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”), dated as of April 25, 2012 (the “Execution Date”), is made and entered into by and among Inergy, L.P., a Delaware limited partnership (“NRGY”), Inergy GP, LLC, a Delaware limited liability company and the general partner of NRGY (“NRGY GP”), Inergy Sales & Service, Inc., a Delaware corporation (“Inergy Sales”), and Suburban Propane Partners, L.P., a Delaware limited partnership (“Acquirer”).
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUBURBAN PROPANE, L.P. (as amended on June 24, 2009)Suburban Propane Partners Lp • May 10th, 2012 • Retail-miscellaneous retail • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUBURBAN PROPANE, L.P. dated as of October 19, 2006, as amended on June 24, 2009, is entered into by and among Suburban Energy Services Group LLC, a Delaware limited liability company, as the General Partner, Suburban Propane Partners, L.P., a Delaware limited partnership, as a Limited Partner, and Suburban LP Holding, LLC, a Delaware limited liability company, as a Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUBURBAN PROPANE PARTNERS, L.P. as further amended as of July 31, 2007Suburban Propane Partners Lp • May 10th, 2012 • Retail-miscellaneous retail • Delaware
THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SUBURBAN PROPANE PARTNERS, L.P. dated as of October 19, 2006, and amended as of July 31, 2007 (the ‘Agreement’ or ‘Partnership Agreement’) is entered into by and among SUBURBAN ENERGY SERVICES GROUP LLC, a Delaware limited liability company, as the General Partner, and those Persons who are or become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
NON-COMPETITION AGREEMENTNon-Competition Agreement • May 10th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • South Carolina
THIS NON-COMPETITION AGREEMENT (this “Agreement”), is entered into and effective on September 17, 2007 (the “Effective Date”), by and between Suburban Propane, L.P., a Delaware limited partnership with its principal place of business at 240 Route 10 West, Whippany, New Jersey 07981 (“Suburban”), and Plains LPG Services, L.P., a Delaware limited partnership with its principal place of business at Plains Midstream Plaza, Suite 1400, 607 – 8th Avenue SW, Calgary, Alberta T2P 0A7 (“Buyer”). Buyer and Suburban are referred to collectively herein as the “Parties” or individually as a “Party.” Capitalized terms used herein which are defined in the Purchase and Sale Agreement dated September 17, 2007 by and among Suburban Pipeline LLC (“SPLLC”), Suburban (Suburban and SPLLC collectively “Sellers”) and Buyer (the “Purchase Agreement”) and not otherwise defined herein shall have the respective meanings assigned to them therein.
PROPANE STORAGE AGREEMENT TIRZAH, SOUTH CAROLINA STORAGE FACILITYPropane Storage Agreement • May 10th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • South Carolina
Subject to the following terms and conditions and the attached Exhibit “A”, which is attached hereto and made a part hereof, Plains LPG Services, L.P. (“Plains”) agrees to provide propane storage for Suburban Propane, L.P. (“Suburban”) at its underground storage facilities situated in Tirzah, South Carolina.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 10th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 9, 2010, by and among SUBURBAN PROPANE, L.P., a Delaware limited partnership (the “Borrower”), SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (the “Parent”), EACH LENDER SIGNATORY HERETO, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender, L/C Issuer and a Lender. Reference is made to the Credit Agreement dated as of June 26, 2009 among the Borrower, the Parent, the Administrative Agent, the Swing Line Lender, the L/C Issuers and the Lenders (the “Credit Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement). In consideration of the mutual covenants and the fulfillment of the conditions set forth herein, the parties hereby agree as follows:
September 27, 2009Suburban Propane Partners Lp • May 10th, 2012 • Retail-miscellaneous retail
This letter will serve to confirm the agreements reached between yourself and the Compensation Committee of Suburban Propane’s Board of Supervisors (the “Compensation Committee”) with respect to your assumption of the additional duties of Chief Executive Officer in addition to your current role as President, effective September 27, 2009.
SUBURBAN PROPANE PARTNERS, L.P., SUBURBAN ENERGY FINANCE CORP., as Issuers and THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of March 23, 2010 Providing for the Issuance of Debt Securities in SeriesSuburban Propane Partners Lp • May 10th, 2012 • Retail-miscellaneous retail • New York
INDENTURE dated as of March 23, 2010, among SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (“Suburban Propane”), SUBURBAN ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp.” and, together with Suburban Propane, the “Issuers”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (herein called the “Trustee”).
