0001193125-12-396821 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among Suburban Propane Partners, L.P., Suburban Energy Finance Corp. and Evercore Group L.L.C. and Citigroup Global Markets Inc. Dated as of August 1, 2012
Registration Rights Agreement • September 19th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 1, 2012, by and among Suburban Propane Partners, L.P., a limited partnership organized under the laws of Delaware (“Suburban”), its subsidiary Suburban Energy Finance Corp., a corporation organized under the laws of Delaware (“Suburban Finance” and, together with Suburban, the “Company”), Evercore Group L.L.C. and Citigroup Global Markets Inc. (each a “Dealer Manager” and together, the “Dealer Managers”).

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SUPPORT AGREEMENT
Support Agreement • September 19th, 2012 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York

This SUPPORT AGREEMENT (this “Agreement”) is made as of August 1, 2012 (the “Effective Date”), among INERGY, L.P., a Delaware limited partnership (the “Support Provider”), SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (“Suburban”), and SUBURBAN ENERGY FINANCE CORP., a Delaware corporation (“Finance Corp” and, together with Suburban, the “Issuers”). The Support Provider, Suburban and Finance Corp may hereinafter be referred to individually as a “Party” or collectively as the “Parties.”

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