FIRST AMENDMENT TO CREDIT AGREEMENT



 Exhibit 10.9 
 EXECUTION COPY 
 FIRST AMENDMENT TO CREDIT AGREEMENT 

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: 

1. Amendments to Credit Agreement Section 7.09(a) (Burdensome Agreements). Effective as of the First Amendment Effective
Date: 
 (a) Section 7.09(a) of the Credit Agreement is hereby amended by inserting after the phrase
“or the Parent Note Indenture as in effect on the date hereof” the following: “or any indenture or other agreement executed in connection with Parent Refinancing Notes or any other unsecured Indebtedness and containing provisions
governing the matters described in this Section 7.09(a) that are, taken as a whole, either substantially similar to, or not materially more restrictive than, those contained in the Parent Note Indenture as in effect on the date hereof”.

 (b) Section 7.09(b) of the Credit Agreement is hereby amended to read as follows: “Enter into
any amendment or other agreement in respect of Indebtedness (other than in respect of Parent Refinancing Notes) which contains covenants materially more restrictive, taken as a whole, than the provisions of Article VI and Article VII and, in the
case of an agreement in respect of Parent Refinancing Notes, contains covenants materially more restrictive, taken as a whole, than the covenants contained in the Parent Note Indenture as in effect on the date hereof”. 

2. Full Force and Effect of Agreement; Representations and Warranties. Except as hereby specifically amended, the Credit Agreement
and the other Loan Documents shall remain in full force and effect according to their respective terms. The Borrower and the Parent confirm that the Liens held by the Administrative Agent for the benefit of the Lenders as security for payment of the
Obligations remain in full force and effect and are unimpaired by this Amendment, and certify that prior to and after giving effect to this Amendment, no Default or Event of Default exists. 

3. Conditions to Effectiveness. This Amendment shall be effective on the date (the “First Amendment Effective
Date”) upon which the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders. 
 4. Counterparts; Governing Law. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same
instrument. Delivery of an executed counterpart of this Amendment by telecopy or in electronic form shall be effective as the delivery of a manually executed counterpart. This Amendment shall in all respects be governed by, and construed in
accordance with, the laws of the State of New York. 
 [Remainder of Page Intentionally Left Blank. Signature Pages Follow.]


  
 FIRST AMENDMENT TO CREDIT
AGREEMENT 
 Page 1 








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by
their duly authorized officers, all as of the day and year first above written. 
  

			
	BORROWER:
	
	SUBURBAN PROPANE, L.P.
		
	By:	 	 /s/ Michael A. Stivala

		 	Name: Michael A. Stivala
		 	Title: Chief Financial Officer
	
	PARENT:
	
	SUBURBAN PROPANE PARTNERS, L.P.
		
	By:	 	 /s/ Michael A. Stivala

		 	Name: Michael A. Stivala
		 	Title: Chief Financial Officer


 CONSENT OF GUARANTORS 

By signing below, each Guarantor consents to this Amendment, acknowledges and agrees that its obligations in respect of the Guaranty and
other Loan Documents to which it is a party are not impaired by this Amendment, and confirm that the Liens held by the Administrative Agent for the benefit of the Lenders as security for payment of the Obligations remain in full force and effect and
are unimpaired by this Amendment. 
  

			
	GUARANTORS:
	
	SUBURBAN LP HOLDING, INC., a Delaware corporation
	SUBURBAN LP HOLDING, LLC, a Delaware limited liability company
	SUBURBAN SALES & SERVICE, INC., a Delaware corporation
	GAS CONNECTION, LLC, an Oregon limited liability company
	SUBURBAN FRANCHISING, LLC, a Nevada limited liability company
	SUBURBAN PLUMBING NEW JERSEY LLC, a Delaware limited liability company
	SUBURBAN HEATING OIL PARTNERS, LLC, a Delaware limited liability company
	AGWAY ENERGY SERVICES, LLC, a Delaware limited liability company
	SUBURBAN ENERGY FINANCE CORP., a Delaware corporation



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	SUBURBAN ENERGY SERVICES GROUP LLC, a Delaware limited liability company
		
	By:	 	 /s/ Michael A. Stivala

		 	Name: Michael A. Stivala
		 	Title: Chief Financial Officer



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 /s/ Aamir Saleem

		 	Name: Aamir Saleem
		 	Title: Vice President
	
	 BANK OF AMERICA, N.A., as a Lender,
 L/C Issuer and Swing Line Lender

		
	By:	 	 /s/ Christen A. Lacey

		 	Name: Christen A. Lacey
		 	Title: Senior Vice President



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 WACHOVIA BANK, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	 /s/ J. Alan Alexander

		 	Name: J. Alan Alexander
		 	Title: Senior Vice President



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 CAPITAL ONE, N.A.,
 as a Lender

		
	By:	 	 /s/ Allison Sardo

		 	Name: Allison Sardo
		 	Title: Senior Vice President



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 RBS CITIZENS, N.A.,
 as a Lender

		
	By:	 	 /s/ Barrett D. Bencivenga

		 	Name: Barrett D. Bencivenga
		 	Title: Senior Vice President



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 HSBC BANK USA, NATIONAL ASSOCIATION,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 TORONTO DOMINION (NEW YORK) LLC,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 SOVEREIGN BANK,
 as a Lender

		
	By:	 	 /s/ Ronald Andersen

		 	Name: Ronald Andersen
		 	Title: Vice President



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 CRÉDIT INDUSTRIEL ET COMMERCIAL,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 ISRAEL DISCOUNT BANK OF NEW YORK,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:
		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 JPMORGAN CHASE BANK, N.A.,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 RAYMOND JAMES BANK, FSB,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 CITIBANK, N.A.,
 as a Lender

		
	By:	 	  

		 	Name:
		 	Title:



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT 









			
	 GOLDMAN SACHS BANK USA,
 as a Lender

		
	By:	 	 /s/ Andrew Caditz

		 	Name: Andrew Caditz
		 	Title: Authorized Signatory



  
 SIGNATURE PAGE
TO 
 FIRST AMENDMENT TO CREDIT AGREEMENT