Suburban Propane Partners, L.P. Suburban Energy Finance Corp. UNDERWRITING AGREEMENT dated May 12, 2014 Wells Fargo Securities, LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated RBS Securities Inc. Citigroup Global Markets Inc. Deutsche Bank...Underwriting Agreement • May 13th, 2014 • 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”) are acting as representative, $525,000,000 aggregate principal amount of their 5.50% Senior Notes due 2024 (the “Notes”). The Notes will be issued pursuant to an indenture to be dated as of May 27, 2014 (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 May 27, 2014 (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 masculi
DEALER MANAGER AND SOLICITATION AGENT AGREEMENTDealer Manager and Solicitation Agent Agreement • May 13th, 2014 • Suburban Propane Partners Lp • Retail-miscellaneous retail • New York
