EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Second Amendment”) is made and entered
into as of May 9, 2014, 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. 
 W I T N E S S E T H: 

WHEREAS, the Administrative Agent, the Lenders, the Borrower and the Parent are parties to that certain Amended and Restated Credit
Agreement dated as of January 5, 2012 as amended by the First Amendment dated as of August 1, 2012 (the “Credit Agreement”); 

WHEREAS, the Borrower has requested certain amendments to the Credit Agreement, and subject to the terms and conditions set forth
herein, the Administrative Agent and the Lenders that are signatories hereto are willing to agree to such amendments and waivers; 
 NOW,
THEREFORE, in consideration of the mutual covenants and the fulfillment of the conditions set forth herein, the parties hereby agree as follows: 
 1.
Definitions. 
 (a) Unless otherwise defined in this Second Amendment, each capitalized term used herein but not
otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this Second Amendment. The interpretive provisions set forth in Section 1.02 of the Credit Agreement shall apply to this Second Amendment.

 (b) The definition of “Exchange Refinancing Notes” is hereby amended as follows: add the word
“and” at the end of clause (c); delete clause (d); and renumber clause (e) as clause (d). 
 2. Amendment to
Section 7.02 (Indebtedness). Section 7.02(b)(ii) is hereby amended in its entirety to read as follows: 

(ii) Indebtedness of the Parent and Suburban Energy Finance Corp. evidenced by the Exchange Notes (including the Exchange Refinancing Notes),
provided that neither the Borrower nor any Subsidiary of the Borrower shall be an issuer of, or Guarantee, any Exchange Notes, and” 
 3.
Representations and Warranties. In order to induce the Administrative Agent and the Required Lenders to execute this Second Amendment, each of the Parent and the Borrower represents and warrants that as of the Second Amendment
Effective Date, both before and after giving effect to this Second Amendment: 
 (a) each of the Second Amendment and the Guarantors’
Consent and Agreement (A) has been duly authorized, executed and delivered by each Loan Party party thereto, (B) constitutes a legal, valid and binding obligation of each such Loan Party, enforceable against each such Loan Party in
accordance with its terms subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and (C) does not and will not
(1) contravene the terms of any of such Person’s Organization Documents; (2) materially conflict with or result in any material breach or contravention of, or the creation of any Lien under, or require any material payment to be made
under (x) any Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any order, injunction, writ or decree of any Governmental Authority or any
arbitral award to which such Person or its property is subject; or (3) violate any Law; and 







 (b) the representations and warranties of the Borrower and each other Loan Party contained
in Article V of the Credit Agreement or in any other Loan Document, shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already
are qualified or modified by materiality in the text thereof), except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that
for purposes hereof, the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to Sections
6.01(a), (b), (c) and (d), respectively. 
 4. Effect of Amendment. 

(a) This Second Amendment (i) except as expressly provided herein, shall not be deemed to be a consent to the modification or waiver of
any other term or condition of the Credit Agreement or of any of the instruments or agreements referred to therein and (ii) shall not prejudice any right or rights which the Administrative Agent or the Lenders may now have under or in
connection with the Credit Agreement, as amended by this Second Amendment. Except as otherwise expressly provided by this Second Amendment, all of the terms, conditions and provisions of the Credit Agreement shall remain the same, and the Credit
Agreement, as amended hereby, shall continue in full force and effect. This Second Amendment and such Credit Agreement shall be read and construed as one instrument. 

(b) From and after the Second Amendment Effective Date, each reference in the Credit Agreement, including the schedules and exhibits thereto
and the other documents delivered in connection therewith, to the “Credit Agreement,” “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the
Credit Agreement as amended hereby. 
 5. Loan Document. This Second Amendment is a Loan Document, and all provisions in the Credit Agreement
pertaining to Loan Documents apply hereto. 
 6. Miscellaneous. This Second Amendment shall be governed by and construed in accordance with,
the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and applicable federal law. The captions in this Second Amendment are for convenience of reference only and shall not define or limit the
provisions hereof. This Second Amendment may be executed in separate counterparts, each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument. In proving this Second Amendment, it
shall not be necessary to produce or account for more than one such counterpart. 
 7. Entire Agreement. The Credit Agreement (as amended by
this Second Amendment) and the other Loan Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties. 
 8. Effectiveness. This Second Amendment shall be effective upon receipt by the Administrative Agent of
(i) signature pages to this Second Amendment, executed on behalf of the Parent, the Borrower, the Administrative Agent, and the Required Lenders and (ii) signature page to the Guarantors’ Consent and Agreement, executed on behalf of
each Guarantor. 
 [Remainder of Page Intentionally Left Blank. Signature Pages Follow.] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have caused this Second 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 Kuglin

		 	Name: Michael Kuglin	 	
		 	Title:   VP Finance and Chief Accounting Officer
		
	PARENT:	 	
		
	SUBURBAN PROPANE PARTNERS, L.P.	 	
		
	By:	 	 /s/ Michael Kuglin

		 	Name: Michael Kuglin	 	
		 	Title:   VP Finance and Chief Accounting Officer


 SIGNATURE PAGE TO 

SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 







 GUARANTORS’ CONSENT AND AGREEMENT 

Each of the undersigned Guarantors hereby (a) consents to the foregoing Second Amendment to Amended and Restated Credit
Agreement (the “Second Amendment”), (b) acknowledges and agrees that its obligations and liabilities in respect of the Guaranty and other Loan Documents to which it is a party are not released, diminished, impaired, or
otherwise adversely affected by the Second Amendment, and that all such obligations and liabilities are, and shall continue to be, in full force and effect, (c) confirms that the Liens held by the Administrative Agent for the benefit of the
Lenders as security for payment of the Obligations (including any increase thereof pursuant to the Second Amendment) remain in full force and effect and are unimpaired by the Second Amendment, and (d) agrees that the Guaranty and other Loan
Documents to which it is a party are hereby ratified in all respects. This consent and agreement shall be binding upon each of the undersigned Guarantors, and the respective successors and assigns of each, and shall be governed by and construed in
accordance with the laws of the State of New York. 
  

			
	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 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
		
	By:	 	 /s/ Michael Kuglin

		 	Name: Michael Kuglin
		 	Title:   Controller
	
	SUBURBAN ENERGY SERVICES GROUP LLC, a Delaware limited liability company
		
	By:	 	 /s/ Michael J. Dunn, Jr.

		 	Name: Michael J. Dunn, Jr.
		 	Title:   Sole Member



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Bridgett J. Manduk

		 	Name:	 	Bridgett J. Manduk
		 	Title:	 	Vice President
	
	BANK OF AMERICA, N.A., as a Lender, a L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Bryan Heller

		 	Name:	 	Bryan Heller
		 	Title:	 	Director



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	WELLS FARGO BANK, N.A., as a Lender and a L/C Issuer
		
	By:	 	 /s/ Edward Markham

		 	Name:	 	Edward Markham
		 	Title:	 	Assistant Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Helen D. Davis

		 	Name:	 	Helen D. Davis
		 	Title:	 	Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ Craig Heal

		 	Name:	 	Craig Heal
		 	Title:	 	Senior Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	RBS CITIZENS, N.A., as a Lender
		
	By:	 	 /s/ Colin Monaghan

		 	Name: Colin Monaghan
		 	Title:   Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
			
	HSBC BANK USA, N.A., as a Lender
		
	By:	 	 /s/ Robert Moravec

		 	Name: Robert Moravec
		 	Title:   Senior Relationship Manager



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Shannon Batchman

		 	Name:	 	Shannon Batchman
		 	Title:	 	Senior Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	CAPITAL ONE, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Allison Sardo

		 	Name:	 	Allison Sardo
		 	Title:	 	Senior Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender
		
	By:	 	 /s/ Lisa Wong

		 	Name:	 	Lisa Wong
		 	Title:	 	Vice President
		
	By:	 	 /s/ Marcus M. Tarkington

		 	Name:	 	Marcus M. Tarkington
		 	Title:	 	Director



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	 SANTANDER BANK, N.A., as a Lender

		
	By:	 	 /s/ Alma M. Chin

		 	Name:	 	Alma M. Chin
		 	Title:	 	Senior Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	BRANCH BANKING AND TRIST COMPANY, as a Lender
		
	By:	 	 /s/ Max Greer

		 	Name:	 	Max Greer
		 	Title:	 	Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	 GOLDMAN SACHS BANK USA, as a Lender

		
	By:	 	 /s/ Michelle Latzoni

		 	Name:	 	Michelle Latzoni
		 	Title:	 	Authorized Signatory



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	MANUFACTURERS AND TRADERS TRUST COMPANY, as a Lender
		
	By:	 	 /s/ Derek Lynch

		 	Name:	 	Derek Lynch
		 	Title:	 	Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT 








 
					
	RAYMOND JAMES BANK, N.A., as a Lender
		
	By:	 	 /s/ Scott G. Axelrod

		 	Name:	 	Scott G. Axelrod
		 	Title:	 	Vice President



  
 SIGNATURE PAGE
TO 
 SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT