Attached files
file | filename |
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8-K - FORM 8-K - SUBURBAN PROPANE PARTNERS LP | y03186e8vk.htm |
EX-99.1 - EX-99.1 - SUBURBAN PROPANE PARTNERS LP | y03186exv99w1.htm |
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
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. |
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By: | /s/ Michael A. Stivala | |||
Name: | Michael A. Stivala | |||
Title: | Chief Financial Officer | |||
PARENT: SUBURBAN PROPANE PARTNERS, L.P. |
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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 |
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SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
SUBURBAN ENERGY SERVICES GROUP LLC, a Delaware limited
liability company |
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By: | /s/ Michael A. Stivala | |||
Name: | Michael A. Stivala | |||
Title: | Chief Financial Officer |
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
BANK OF AMERICA, N.A., as Administrative Agent |
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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 |
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By: | /s/ Christen A. Lacey | |||
Name: | Christen A. Lacey | |||
Title: | Senior Vice President |
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender |
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By: | /s/ J. Alan Alexander | |||
Name: | J. Alan Alexander | |||
Title: | Senior Vice President |
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
CAPITAL ONE, N.A., as a Lender |
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By: | /s/ Allison Sardo | |||
Name: | Allison Sardo | |||
Title: | Senior Vice President |
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
RBS CITIZENS, N.A., as a Lender |
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By: | /s/ Barrett D. Bencivenga | |||
Name: | Barrett D. Bencivenga | |||
Title: | Senior Vice President |
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
TORONTO DOMINION (NEW YORK) LLC, as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
SOVEREIGN BANK, as a Lender |
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By: | /s/ Ronald Andersen | |||
Name: | Ronald Andersen | |||
Title: | Vice President | |||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
JPMORGAN CHASE BANK, N.A., as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
RAYMOND JAMES BANK, FSB, as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
CITIBANK, N.A., as a Lender |
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By: | ||||
Name: | ||||
Title: | ||||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT
GOLDMAN SACHS BANK USA, as a Lender |
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By: | /s/ Andrew Caditz | |||
Name: | Andrew Caditz | |||
Title: | Authorized Signatory | |||
SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT