exv10w1






Exhibit 10.1




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