AMENDMENT TO CONTRIBUTION AGREEMENT JUNE 15, 2012Contribution Agreement • June 15th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail
This Amendment (this “Amendment”), effective as of the date hereof, to the Contribution Agreement (the “Contribution Agreement”) dated as of April 25, 2012, 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”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Contribution Agreement.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF SUBURBANContribution Agreement • June 15th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail
On April 25, 2012, Suburban Propane Partners, L.P. (“Suburban”) entered into a definitive agreement (the “Contribution Agreement”) with Inergy, L.P. (“Inergy”), Inergy GP, LLC and Inergy Sales and Service, Inc. (“Inergy Sales”) to acquire the sole membership interest in Inergy Propane, LLC, including certain wholly-owned subsidiaries of Inergy Propane, LLC, and certain assets of Inergy Sales (such interests and assets collectively, “Inergy Propane”) for a total acquisition value of approximately $1.8 billion (as determined on that date) consisting of: (i) $1.0 billion of newly issued Suburban senior notes and $200.0 million in cash; and, (ii) $600.0 million of new Suburban common units, which will be distributed to Inergy and Inergy Sales, all but $6.0 million of which will subsequently be distributed by Inergy to its unitholders (the “Inergy Propane Acquisition”). At the time of the closing of the Inergy Propane Acquisition, and following certain pre-closing transactions, Inergy Propa
