Suburban Propane Partners (SPH) 8-K Entry into a Material Definitive Agreement

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 amongSUBURBAN PROPANE, L.P., a Delaware limited partnership (the “Borrower”),SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (the “Parent”),EACH LENDER SIGNATORY HERETO, andBANK 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

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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

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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

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FIRST AMENDMENT TO CREDIT AGREEMENT

CAPITAL ONE, N.A., as a Lender
By:	/s/ Allison Sardo
	Name:	Allison Sardo
	Title:	Senior Vice President

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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

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FIRST AMENDMENT TO CREDIT AGREEMENT

HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
By:
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	Title:

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TORONTO DOMINION (NEW YORK) LLC, as a Lender
By:
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SOVEREIGN BANK, as a Lender
By:	/s/ Ronald Andersen
	Name:	Ronald Andersen
	Title:	Vice President

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FIRST AMENDMENT TO CREDIT AGREEMENT

CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender
By:
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ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender
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JPMORGAN CHASE BANK, N.A., as a Lender
By:
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RAYMOND JAMES BANK, FSB, as a Lender
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CITIBANK, N.A., as a Lender
By:
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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