SUBURBAN PROPANE PARTNERS, L.P. 6,300,000 Firm Common Units and 945,000 Option Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • August 9th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
Contract Type FiledAugust 9th, 2012 Company Industry JurisdictionThe undersigned, Suburban Propane Partners, L.P., a Delaware limited partnership (the “Partnership”), and Suburban Propane, L.P., a Delaware limited partnership (the “Operating Partnership”), hereby confirm their agreement as set forth below with the several Underwriters named in Schedule I hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC and Raymond James & Associates, Inc. are acting as representatives (the “Representatives”).