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<SEC-DOCUMENT>0000950123-10-023279.txt : 20100311
<SEC-HEADER>0000950123-10-023279.hdr.sgml : 20100311
<ACCEPTANCE-DATETIME>20100311060042
ACCESSION NUMBER:		0000950123-10-023279
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20100310
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20100311
DATE AS OF CHANGE:		20100311

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SUBURBAN PROPANE PARTNERS LP
		CENTRAL INDEX KEY:			0001005210
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS RETAIL [5900]
		IRS NUMBER:				223410353
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14222
		FILM NUMBER:		10672252

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX 206
		STREET 2:		240 ROUTE 10 WEST
		CITY:			WIPPANY
		STATE:			NJ
		ZIP:			07981
		BUSINESS PHONE:		9738875300

	MAIL ADDRESS:	
		STREET 1:		ONE SUBURBAN PLZ
		STREET 2:		240 RTE 10 WEST
		CITY:			WHIPPANY
		STATE:			NJ
		ZIP:			07981
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>y03199e8vk.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<HTML>
<HEAD>
<TITLE>e8vk</TITLE>
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<BODY bgcolor="#FFFFFF">
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>














<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date
of Report (Date of earliest event reported): March&nbsp;11, 2010</B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>SUBURBAN PROPANE PARTNERS, L.P.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="31%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>Delaware</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>1-14222</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top"><B>22-3410353</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of <BR>
incorporation)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Commission File Number)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(IRS Employer Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top"><B>240 Route 10 West <BR>
Whippany, NJ</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="BOTTOM"><B>07981</B></TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(Address of principal executive offices)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(Zip Code)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code <B>(973)&nbsp;887-5300</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><DIV style="width: 100%; border-bottom: 1px solid #000000; font-size: 1px">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 0pt">(Former name or former address, if changed since last report.)</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><FONT face="Wingdings">&#111;</FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>







<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">










<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreement.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;9, 2010, Suburban Propane Partners, L.P. (&#147;Suburban&#148;) entered into an underwriting
agreement (the &#147;Underwriting Agreement&#148;) with Suburban Energy Finance Corp. (the &#147;Corporation,&#148;
together with Suburban, the &#147;Issuers&#148;), Suburban Propane, L.P. and Banc of America Securities LLC,
acting as representative of the several underwriters named therein (collectively, the
&#147;Underwriters&#148;), providing for its underwritten public offering of $250&nbsp;million aggregate principal
amount of 7 3/8% senior notes due March&nbsp;15, 2020. The Corporation, a wholly-owned direct
subsidiary of Suburban, is the co-issuer of the notes. The offer and sale of the notes is
registered under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), pursuant to an
automatic shelf registration statement on Form S-3 (File No.&nbsp;333-165368) filed with the SEC on
March&nbsp;9, 2010. Suburban expects the transaction to close on or about March&nbsp;23, 2010.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the Underwriting Agreement, the Issuers agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the Underwriters may be required to make because of any of those liabilities. The description of
the Underwriting Agreement in this Form 8-K is a summary and is qualified in its entirety by the
terms of the Underwriting Agreement. A copy of the Underwriting Agreement is filed as Exhibit&nbsp;1.1
to this Form 8-K and is incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain of the Underwriters and their related entities have engaged, and may in the future
engage, in commercial and investment banking transactions with Suburban in the ordinary course of
its business. Affiliates of certain Underwriters are lenders under Suburban&#146;s credit facilities.
These Underwriters and their related entities have received, and expect to receive, customary
compensation and expense reimbursement for these commercial and investment banking transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;9, 2010, the Issuers entered into a dealer manager agreement (the &#147;Dealer Manager
Agreement&#148;) with BofA Merrill Lynch (&#147;BofA&#148; or the &#147;Dealer Manager&#148;), in connection with the
Issuers&#146; tender offer for any and all of the $250&nbsp;million of their outstanding 6.875% senior notes
due 2013 (CUSIP No.&nbsp;864486AB1) (the &#147;Tender Offer&#148;) and a related solicitation of consents to
certain proposed amendments to the indenture governing the senior notes due 2013. Suburban expects
the Tender Offer to expire on April&nbsp;5, 2010, unless extended by the Issuers.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the Dealer Manager Agreement, the Issuers agreed to indemnify the Dealer Managers against
certain liabilities. The description of the Dealer Manager Agreement in this Form 8-K is a summary
and is qualified in its entirety by the terms of the Dealer Manager Agreement. A copy of the
Dealer Manager Agreement is filed as Exhibit&nbsp;10.1 to this Form 8-K and is incorporated herein by
reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Dealer Manager and its related entities have engaged, and may in the future engage, in
commercial and investment banking transactions with Suburban in the ordinary course of its
business. Affiliates of the Dealer Manager are lenders under Suburban&#146;s credit facilities. The
Dealer Manager and its related entities have received, and expect to receive, customary
compensation and expense reimbursement for these commercial and investment banking transactions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information contained in Item&nbsp;1.01 of this Form 8-K is incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;7.01 Regulation&nbsp;FD Disclosure.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;9, 2010, Suburban issued a press release announcing the commencement of its public
offering of $250&nbsp;million aggregate principal amount of senior notes due 2020. A copy of the press
release is furnished as Exhibit&nbsp;99.1 hereto and is incorporated herein by reference.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On March&nbsp;10, 2010, Suburban issued a press release announcing the pricing of its public
offering of $250&nbsp;million aggregate principal amount of 7 3/8% senior notes due 2020. A copy of the
press release is furnished as Exhibit&nbsp;99.2 hereto and is incorporated herein by reference.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with General Instruction B.2 of Form 8-K, the information set forth in the
attached Exhibit&nbsp;99.1 and 99.2 is deemed to be &#147;furnished&#148; and shall not be deemed to be &#147;filed&#148;
for purposes of Section&nbsp;18 of the Securities Exchange Act of 1934, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Exhibits:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Underwriting Agreement, dated as of March&nbsp;10, 2010, among
Suburban Propane Partners, L.P., Suburban Propane, L.P., Suburban Energy Finance
Corp. and Banc of America Securities LLC, as representative of the several
underwriters named therein.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Dealer Manager Agreement, dated as of March&nbsp;9, 2010, among
Suburban Propane Partners, L.P., Suburban Energy Finance Corp. and BofA Merrill
Lynch.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press release of Suburban Propane Partners, L.P. dated March&nbsp;9,
2010, announcing the commencement of its underwritten public offering of senior
notes due 2020.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press release of Suburban Propane Partners, L.P. dated March&nbsp;10,
2010, announcing the pricing of its underwritten public offering of 7 3/8%
senior notes due 2020.</TD>
</TR>




</TABLE>
</DIV>
<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">SUBURBAN PROPANE PARTNERS, L.P.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date:  March 11, 2010&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Michael A. Stivala
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Michael A. Stivala&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><U><B>EXHIBIT INDEX</B></U>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U>Exhibit</U>
</DIV>


<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">1.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Underwriting Agreement, dated as of March&nbsp;10, 2010, among
Suburban Propane Partners, L.P., Suburban Propane, L.P., Suburban Energy Finance
Corp. and Banc of America Securities LLC, as representative of the several
underwriters named therein.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">10.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Dealer Manager Agreement, dated as of March&nbsp;9, 2010, among
Suburban Propane Partners, L.P., Suburban Energy Finance Corp. and BofA Merrill
Lynch.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.1</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press release of Suburban Propane Partners, L.P. dated March&nbsp;9,
2010, announcing the commencement of its underwritten public offering of senior
notes due 2020.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">99.2</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Press release of Suburban Propane Partners, L.P. dated March&nbsp;10,
2010, announcing the pricing of its underwritten public offering of 7 3/8%
senior notes due 2020.</TD>
</TR>

</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



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<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>y03199exv1w1.htm
<DESCRIPTION>EX-1.1
<TEXT>
<HTML>
<HEAD>
<TITLE>exv1w1</TITLE>
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;1.1</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Suburban Propane Partners, L.P.<BR>
Suburban Energy Finance Corp.</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>UNDERWRITING AGREEMENT</B>
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt">dated March&nbsp;10, 2010
</DIV>

<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>Banc of America Securities LLC<BR>
Goldman, Sachs &#038; Co.<BR>
RBS Securities Inc.<BR>
Wells Fargo Securities, LLC</B>
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Underwriting Agreement</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">March&nbsp;10, 2010
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">BANC OF AMERICA SECURITIES LLC<BR>
One Bryant Park<BR>
New York, NY 10036<BR>
&nbsp;&nbsp;&nbsp;As Representative of the several Underwriters

</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ladies and Gentlemen:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Introductory. </I>Suburban Propane Partners, L.P., a Delaware limited partnership (the
&#147;<B>Partnership</B>&#148;), and Suburban Energy Finance Corp., a Delaware corporation (the &#147;<B>Co-Issuer</B>&#148; and
together with the Partnership, the &#147;<B>Issuers</B>&#148;), propose to issue and sell to the several
underwriters named in <U>Schedule&nbsp;A</U> hereto (the &#147;<B>Underwriters</B>&#148;), for whom you (the
&#147;<B>Representative</B>&#148;) is acting as representative,
$250,000,000 principal amount of its 7 3/8% Senior Notes due 2020 (the &#147;<B>Notes</B>&#148;). The Notes will be issued pursuant to an indenture to be dated as of March
23, 2010 (the &#147;<B>Base Indenture</B>&#148;), among the Issuers and The Bank of New York Mellon, as trustee (the
&#147;<B>Trustee</B>&#148;). Certain terms of the Notes will be established pursuant to a supplemental indenture to be
dated as of March&nbsp;23, 2010 (the &#147;<B>Supplemental Indenture</B>&#148;) to the Base Indenture (together with the
Base Indenture, the &#147;<B>Indenture</B>&#148;). The use of the neuter in this Underwriting Agreement (the
&#147;<B>Agreement</B>&#148;) shall include the feminine and masculine wherever appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suburban Propane, L.P., a Delaware limited partnership is referred to herein as the &#147;<B>Operating
Partnership</B>&#148; and the direct and indirect subsidiaries of the Partnership listed on <U>Schedule
C</U> are referred to as the &#147;<B>Operating Subsidiaries</B>.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In connection with the issuance of the Notes, the Issuers will commence a cash tender offer
(the &#147;Tender Offer&#148;) for any and all of the Issuers&#146; outstanding 6.875% Senior Notes due 2013 upon
the terms and subject to the conditions set forth in that certain Offer to Purchase and Consent
Solicitation Statement dated as of March&nbsp;9, 2010, including all information incorporated by
reference therein and exhibits, appendices and attachments thereto, as amended, modified or
supplemented from time to time. The net proceeds from the sale of the Notes will be used to fund
the Tender Offer and pay related fees and expenses.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. <U>Representations and Warranties</U>. The Issuers and the Operating Partnership, jointly
and severally, represent and warrant to, and agree with, each of the Underwriters as of the date
hereof that:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Issuers have prepared and filed with the Securities and Exchange Commission
(the &#147;<B>Commission</B>&#148;) a registration statement on Form S-3 (File No.&nbsp;333-165368), which
contains a base prospectus (the &#147;<B>Base Prospectus</B>&#148;), to be used in connection with the public
offering and sale of the Notes. Such registration statement, as amended, including the
financial statements, exhibits and schedules thereto, at each time of effectiveness under
the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the &#147;<B>Securities Act</B>&#148;), including any required
information deemed to be a part thereof at the time of effectiveness pursuant to Rule
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">430B or 430C under the Securities Act or the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (collectively, the &#147;<B>Exchange Act</B>&#148;), is
called the &#147;<B>Registration Statement</B>.&#148; Any preliminary prospectus supplement relating to the
Notes that is filed with the Commission pursuant to Rule&nbsp;424(b), together with the Base
Prospectus, is hereafter called a &#147;<B>Preliminary Prospectus</B>.&#148; The term &#147;<B>Prospectus</B>&#148; shall
mean the final prospectus supplement relating to the Notes that is first filed pursuant to
Rule 424(b) after the date and time that this Agreement is executed and delivered by the
parties hereto, including the Base Prospectus. Any reference herein to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein pursuant to Item&nbsp;12 of Form S-3
under the Securities Act; any reference to any amendment or supplement to any Preliminary
Prospectus or the Prospectus shall be deemed to refer to and include any documents filed
after the date of such Preliminary Prospectus or Prospectus, as the case may be, under the
Exchange Act, and incorporated by reference in such Preliminary Prospectus or Prospectus, as
the case may be; and any reference to any amendment to the Registration Statement shall be
deemed to refer to and include any annual report of the Partnership filed pursuant to
Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration
Statement that is incorporated by reference in the Registration Statement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Compliance with Registration Requirements</I>. The Issuers meet the requirements for
use of Form S-3 under the Securities Act. The Registration Statement has become effective
upon filing with the Commission under the Securities Act. No stop order suspending the
effectiveness of the Registration Statement is in effect, the Commission has not issued any
order or notice preventing or suspending the use of the Registration Statement, any
Preliminary Prospectus or the Prospectus and no proceedings for such purpose or pursuant to
Section&nbsp;8A of the Securities Act have been instituted or are pending or, to the best
knowledge of the Issuers and the Operating Partnership, are contemplated or threatened by
the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Preliminary Prospectus and the Prospectus when filed complied in all
material respects with the Securities Act. Each of the Registration Statement and any
post-effective amendment thereto, at each time of effectiveness, at the date hereof and at
the Closing Date (as defined herein), complied and will comply in all material respects with
the Securities Act and did not and will not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary in order to make
the statements therein not misleading. The Prospectus, as amended or supplemented, as of its
date, at the time of any filing pursuant to Rule 424(b) and, at the Closing Date, did not
and will not contain any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading. The representations and warranties set forth in
the two immediately preceding sentences do not apply to statements in or omissions from the
Registration Statement or any post-effective amendment thereto, or the Preliminary
Prospectus or the Prospectus, or any amendments or supplements thereto, made in reliance
upon and in conformity with information relating to any Underwriter furnished to the Issuers
in writing by the Representative expressly for use therein, it being
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">understood and agreed that the only such information furnished by the Representative
consists of the information described as such in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents incorporated by reference in the Registration Statement, the Disclosure
Package (as defined herein) and the Prospectus, when they were filed with the Commission
conformed in all material respects to the requirements of the Exchange Act. Any further
documents so filed and incorporated by reference in the Registration Statement, the
Disclosure Package and the Prospectus or any further amendment or supplement thereto, when
such documents are filed with the Commission will conform in all material respects to the
requirements of the Exchange Act. All documents incorporated or deemed to be incorporated
by reference in the Registration Statement, the Disclosure Package and the Prospectus, as of
their respective dates, when taken together with the other information in the Disclosure
Package, at the Applicable Time (as defined herein) and, when taken together with the other
information in the Prospectus, at the Closing Date, did not or will not include an untrue
statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Well-Known Seasoned Issuer. </I>(i)&nbsp;At the time of filing the Registration Statement,
(ii)&nbsp;at the time of the most recent amendment thereto for the purposes of complying with
Section&nbsp;10(a)(3) of the Securities Act (whether such amendment was by post-effective
amendment, incorporated report filed pursuant to Section&nbsp;13 or 15(d) of the Exchange Act or
form of prospectus), (iii)&nbsp;at the time the Issuers or any person acting on their behalf
(within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any
offer relating to the Notes in reliance on the exemption of Rule&nbsp;163 of the Securities Act,
and (iv)&nbsp;at the Applicable Time (with such date and time being used as the determination
date for purposes of this clause (iv)), the Partnership was and is a &#147;well-known seasoned
issuer&#148; as defined in Rule&nbsp;405 of the Securities Act. The Registration Statement is an
&#147;automatic shelf registration statement,&#148; as defined in Rule&nbsp;405 of the Securities Act that
has been filed with the Commission not earlier than three years prior to the Closing Date;
the Issuers have not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of
the Securities Act objecting to use of the automatic shelf registration statement form; and
the Issuers have not otherwise ceased to be eligible to use the automatic shelf registration
form.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Disclosure Package. </I>The term &#147;<B>Disclosure Package</B>&#148; shall mean (i)&nbsp;the Preliminary
Prospectus, including the Base Prospectus included therein, (ii)&nbsp;the issuer free writing
prospectuses as defined in Rule&nbsp;433 of the Securities Act (each, an &#147;<B>Issuer Free Writing
Prospectus</B>&#148;), if any, identified in <U>Schedule&nbsp;B</U> hereto, (iii)&nbsp;any other free writing
prospectus that the parties hereto shall hereafter expressly agree in writing to treat as
part of the Disclosure Package and (iv)&nbsp;the Final Term Sheet (as defined herein), which also
shall be identified in <U>Schedule&nbsp;B</U> hereto. As of 2:30 p.m. (Eastern time) on the
date of this Agreement (the &#147;<B>Applicable Time</B>&#148;), the Disclosure Package did not contain any
untrue statement of a material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading. The preceding sentence does not apply to statements in or
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">omissions from
the Disclosure Package based upon and in conformity with written information furnished to the Issuers by any Underwriter through the Representative
specifically for use therein, it being understood and agreed that the only such information
furnished by or on behalf of any Underwriter consists of the information described as such
in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Issuers Not Ineligible Issuers. </I>(i)&nbsp;At the earliest time after the filing of the
Registration Statement relating to the Notes that the Issuers or another offering
participant made a <I>bona fide </I>offer (within the meaning of Rule&nbsp;164(h)(2) of the Securities
Act and (ii)&nbsp;as of the Applicable Time (with such date being used as the determination date
for purposes of this clause (ii)), neither of the Issuers was an &#147;ineligible issuer&#148; (as
defined in Rule&nbsp;405 of the Securities Act), without taking account of any determination by
the Commission pursuant to Rule&nbsp;405 of the Securities Act that it is not necessary that
either of the Issuers be considered an &#147;ineligible issuer.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Issuer Free Writing Prospectuses. </I>Each Issuer Free Writing Prospectus, as of its
issue date and at all subsequent times through the completion of the offering of the Notes
under this Agreement or until any earlier date that the Issuers notified or notifies the
Representative as described in the next sentence, did not, does not and will not include any
information that conflicted, conflicts or will conflict with the information contained in
the Registration Statement, the Disclosure Package or the Prospectus. If at any time
following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or
development as a result of which such Issuer Free Writing Prospectus conflicted or would
conflict with the information contained in the Registration Statement, the Disclosure
Package or the Prospectus, the Issuers have promptly notified or will promptly notify the
Representative and have promptly amended or supplemented or will promptly amend or
supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or
correct such conflict. Any Issuer Free Writing Prospectus not identified on <U>Schedule
B</U>, when taken together with the Disclosure Package, did not, and at the Closing Date
will not, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under
which they were made, not misleading. The foregoing three sentences do not apply to
statements in or omissions from any Issuer Free Writing Prospectus based upon and in
conformity with written information furnished to the Issuers by any Underwriter through the
Representative specifically for use therein, it being understood and agreed that the only
such information furnished by any Underwriter consists of the information described as such
in Section 8(b) hereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <I>Distribution of Offering Material by the Issuers. </I>The Issuers have not distributed
nor will distribute, prior to the later of the Closing Date and the completion of the
Underwriters&#146; distribution of the Notes, any offering material in connection with the
offering and sale of the Notes other than the Preliminary Prospectus, the Prospectus and any
Issuer Free Writing Prospectus reviewed and consented to by the Representative.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <I>No Applicable Registration or Other Similar Rights. </I>There are no persons with
registration or other similar rights to have any equity or debt securities registered for
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">sale under the Registration Statement or included in the offering contemplated by this
Agreement, except for such rights as have been duly waived.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>No Material Adverse Change. </I>Except as otherwise disclosed in the Disclosure
Package and the Prospectus (exclusive of any amendment or supplement thereto), (i)&nbsp;there has
been no material adverse change, or any development involving or which could reasonably be
expected to result in, individually or in the aggregate, a material adverse change in or
affecting the general affairs, business, prospects, properties, management, condition
(financial or other), partners&#146; equity, stockholders&#146; equity, members&#146; equity, net worth or
results of operations of the Partnership and its subsidiaries, taken as a whole (any such
change is called a &#147;<B>Material Adverse Change</B>&#148;); (ii)&nbsp;the Partnership and its subsidiaries,
considered as one entity, have not incurred any liability or obligation, indirect, direct or
contingent, nor entered into any material transaction or agreement, in each case, that is
material to the Partnership and its subsidiaries taken as a whole; and (iii)&nbsp;there has been
no dividend or distribution of any kind declared, paid or made by the Partnership or, except
for dividends paid to the Partnership or other subsidiaries, any of its subsidiaries on any
class of capital stock or repurchase or redemption by the Partnership or any of its
subsidiaries of any class of capital stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <I>Incorporation and Good Standing of the Issuers, the Operating Partnership, the
Operating Subsidiaries and the General Partner. </I>(i)&nbsp;Each of the Issuers, Operating
Partnership, the Operating Subsidiaries and Suburban Energy Services Group LLC, the general
partner of each of the Partnership and the Operating Partnership (the &#147;<B>General Partner</B>&#148;) has
been duly incorporated or organized and is validly existing and in good standing under the
laws of the jurisdiction of its incorporation or organization and has the requisite power
and authority, corporate or other, to own or lease, as the case may be, and operate its
properties and to conduct its business as described in the Disclosure Package and the
Prospectus and, in the case of the Issuers and the Operating Partnership, to enter into and
perform its obligations under this Agreement. Each of the Issuers, the Operating
Partnership, the Operating Subsidiaries and the General Partner is duly qualified as a
foreign corporation or other entity to transact business and is in good standing in each
jurisdiction in which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except for such jurisdictions where the
failure to so qualify or to be in good standing would not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <I>Ownership of the General Partner Interest in the Partnership</I>. The General Partner
is the sole general partner of the Partnership with a non-economic general partner interest
in the Partnership. Such general partner interest has been duly authorized and validly
issued in accordance with the Third Amended and Restated Agreement of Limited Partnership of
the Partnership (as amended, the &#147;<B>Partnership Agreement</B>&#148;) and is fully paid (to the extent
required under the Partnership Agreement) and nonassessable (except as such nonassessability
may be affected by Sections&nbsp;17-303, 17-607 and 17-804 of the Delaware Revised Uniform
Limited Partnership Act (the &#147;<B>Delaware LP Act</B>&#148;)), and the General Partner owns such general
partner interest free and clear of all liens, encumbrances (except restrictions on
transferability described in the Disclosure Package and the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">Prospectus), security interests,
equities, charges or claims, except as described in the Disclosure Package and the
Prospectus and except for liens created by, or pursuant to, or permitted under, that certain
credit agreement, dated June&nbsp;26, 2009, by and among the Partnership, the Operating
Partnership and the lenders party thereto, the various pledge,
assignment and security agreements and other agreements and instruments entered into in
connection therewith (the &#147;<B>Credit Agreement</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <I>Ownership of Limited Liability Company Interests in the General Partner</I>. Michael J.
Dunn, Jr. (the &#147;<B>Sole Member</B>&#148;) owns 100% of the outstanding limited liability company
interests in the General Partner; all of such interests have been duly authorized and
validly issued in accordance with the Second Amended and Restated Operating Agreement of the
General Partner (the &#147;<B>General Partner LLC Agreement</B>&#148;) and are fully paid (to the extent
required under the General Partner LLC Agreement) and nonassessable (except as such
nonassessability may be affected by Sections&nbsp;18-607 and 18-804 of the Delaware Limited
Liability Company Act (the &#147;<B>Delaware LLC Act</B>&#148;)), and the Sole Member owns such interests
free and clear of all liens, encumbrances (except as described in the Disclosure Package and
the Prospectus), security interests, equities, charges or claims, except as described in the
Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or
permitted under the Credit Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <I>Ownership of Partnership Interests in the Operating Partnership</I>. The General
Partner owns 100% of the outstanding general partner interests in the Operating Partnership,
the Partnership directly owns 99.9% of the outstanding limited partner interests in the
Operating Partnership and the Partnership indirectly owns 0.1% of the outstanding limited
partner interests in the Operating Partnership; all of such interests have been duly
authorized and validly issued in accordance with the Third Amended and Restated Agreement of
Limited Partnership of the Operating Partnership (as amended, the &#147;<B>Operating Partnership LP
Agreement</B>&#148;) and are fully paid (to the extent required under the Operating Partnership LP
Agreement) and nonassessable (except as such nonassessability may be affected by Sections
17-303, 17-607 and 17-804 of the Delaware LP Act), and the General Partner and the
Partnership own such interests free and clear of all liens, encumbrances (except as
described in the Disclosure Package and the Prospectus), security interests, equities,
charges or claims, except as described in the Disclosure Package and the Prospectus and
except for liens created by, or pursuant to, or permitted under the Credit Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) <I>Ownership of the Subsidiaries</I>. The Partnership owns, directly or indirectly, 100%
of the limited liability company interests or capital stock, as the case may be, in each of
the Operating Subsidiaries, the Operating Partnership and the Co-Issuer free and clear of
all liens, encumbrances (except as described in the Disclosure Package and the Prospectus
and except for liens created by, or pursuant to, or permitted under the Credit Agreement),
security interests, equities, charges and other claims, except as described in the
Disclosure Package and the Prospectus and except for liens created by, or pursuant to, or
permitted under the Credit Agreement. Such limited liability company interests or capital
stock, as the case may be, have been duly authorized and validly issued in accordance with
the limited liability company or charter documents, as the case may be, of the re-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">spective
Operating Subsidiaries and the Co-Issuer, and are fully paid (to the extent required under
their respective limited liability company agreement) and non-assessable (except as such
nonassessability may be affected by Sections&nbsp;18-607 and 18-804 of the Delaware LLC Act, in
the case of a Delaware limited liability company; Section&nbsp;63.235 of the Oregon Revised
Statutes, in the case of a Oregon limited liability company; and Section&nbsp;86.343 of the Nevada Revised Statutes, in the case of a Nevada
limited liability company). The Partnership owns, directly or indirectly, 100% of the
limited liability company interests, limited partner interests or capital stock, as the case
may be, in each of the Non-Operating Subsidiaries (as defined in Section&nbsp;1(o)) free and
clear of all liens, encumbrances (except as described in the Disclosure Package and the
Prospectus and except for liens created by, or pursuant to, or permitted under the Credit
Agreement), security interests, equities, charges and other claims, except as described in
the Disclosure Package and the Prospectus and except for liens created by, or pursuant to,
or permitted under the Credit Agreement. Such limited liability company interests or capital
stock, as the case may be, have been duly authorized and validly issued in accordance with
the limited liability company or charter documents, as the case may be, of the respective
Non-Operating Subsidiaries, and are fully paid (to the extent required under their
respective limited liability company agreement) and non-assessable (except as such
nonassessability may be affected by Sections&nbsp;18-607 and 18-804 of the Delaware LLC Act, in
the case of a Delaware limited liability company; Section&nbsp;63.235 of the Oregon Revised
Statutes, in the case of a Oregon limited liability company; and Section&nbsp;86.343 of the
Nevada Revised Statutes, in the case of a Nevada limited liability company), except for such
liens, encumbrances, security interests, equities, charges and other claims, the existence
of which, would not, individually or in the aggregate, result in a Material Adverse Change
or materially impair the ability of the Issues and the Operating Partnership to perform
their obligations under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) <I>No Other Subsidiaries. </I>The Partnership does not own or control directly or
indirectly, any corporation, association or other entity other than the subsidiaries listed
in Exhibit&nbsp;21.1 to the Partnership&#146;s Annual Report on Form 10-K for fiscal year ended
September&nbsp;26, 2009, such subsidiaries consisting of the Co-Issuer, the Operating
Partnership, the Operating Subsidiaries and the subsidiaries listed on <U>Schedule&nbsp;D</U>
hereof (the &#147;<B>Non-Operating Subsidiaries</B>&#148; and, together with the Operating Partnership and
the Operating Subsidiaries, the &#147;<B>Subsidiaries</B>&#148;). Neither the Partnership nor any of its
subsidiaries own, directly or indirectly, any equity or long-term debt securities of any
corporation, partnership, limited liability company, joint venture, association or other
entity, other than as set forth in Exhibit&nbsp;21.1 to the Partnership&#146;s Annual Report on Form
10-K for the fiscal year ended September&nbsp;26, 2009. Other than its ownership of its general
partner interests and its limited partner interests in the Partnership and its general
partner interests in the Operating Partnership, the General Partner does not own, and as of
the Closing Date will not own, directly or indirectly, any equity or long-term debt
securities of any corporation, partnership, limited liability company, joint venture,
association or other entity. The Non-Operating Subsidiaries, considered individually or in
the aggregate as a single subsidiary, do not constitute a &#147;significant subsidiary&#148; as
defined in Rule&nbsp;1-02 of Regulation&nbsp;S-X.
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) <I>Capitalization and Other Capital Stock Matters. </I>The authorized, issued and
outstanding capitalization of the Partnership is as set forth in the Disclosure Package and
the Prospectus under the caption &#147;Capitalization&#148; (other than for subsequent issuances, if
any, pursuant to employee benefit plans described in the Disclosure Package and the
Prospectus or upon exercise of outstanding options or warrants described in the Disclosure
Package and the Prospectus, as the case may be).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) <I>The Notes. </I>The Notes to be purchased by the Underwriters from the Issuers are in
the form contemplated by the Indenture, have been duly authorized by the Issuers for
issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date,
will have been duly executed by the Issuers and, when authenticated in the manner provided
for in the Indenture and delivered against payment of the purchase price therefor, will
constitute valid and binding obligations of the Issuers, enforceable in accordance with
their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium or other similar laws relating to or
affecting the rights and remedies of creditors or by general equitable principles and will
be entitled to the benefits of the Indenture.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) <I>The Indenture. </I>The Indenture has been duly qualified under the Trust Indenture
Act. The Indenture has been duly authorized by the Issuers and, at the Closing Date, will
have been duly executed and delivered by the Issuers and will constitute a valid and binding
agreement of the Issuers, enforceable in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) <I>Description of Documents. </I>The Notes and the Indenture will conform in all material
respects to the descriptions thereof in the Disclosure Package and the Prospectus under the
caption &#147;Description of the Notes.&#148;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) <I>Regulations T, U and X</I>. None of the transactions contemplated by this Agreement
(including, without limitation, the use of the proceeds from the sale of the Notes) will
violate or result in a violation of Section&nbsp;7 of the Exchange Act, or any regulation
promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board
of Governors of the Federal Reserve System.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) <I>Non-Violation of Existing Instruments. </I>Neither the Issuers, the General Partner
nor any of the Partnership&#146;s Operating Subsidiaries is (i)&nbsp;in violation or in default (or,
with the giving of notice or lapse of time or both, would be in default) under (&#147;<B>Default</B>&#148;)
its charter, by-laws or similar organizational documents, (ii)&nbsp;in Default under any
indenture, mortgage, loan or credit agreement, deed of trust, note, contract, franchise,
lease or other agreement or instrument to which the Issuers, the General Partner or such
Operating Subsidiary is a party or by which it may be bound (including, without limitation,
the Issuers&#146; 6.875%% Senior Notes due 2013 or the related indenture and the Credit
Agreement), or to which any of the property or assets of the Issuers, the General Partner or
any of the Partnership&#146;s Operating Subsidiaries is subject (each, an &#147;<B>Existing Instrument</B>&#148;),
or (iii)&nbsp;in violation of any statute, law, rule, regulation, judgment, order or decree
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">of
any court, regulatory body, administrative agency, governmental body, arbitrator or other
authority having jurisdiction over the Issuers, the General Partner or such Operating
Subsidiary or any of their properties, except, with respect to clauses (ii)&nbsp;and (iii)&nbsp;only,
for such Defaults as would not, individually or in the aggregate, reasonably be expected to
result in a Material Adverse Change. The Issuers&#146; and Operating Partnership&#146;s execution,
delivery and performance of this Agreement and consummation of the transactions contemplated
hereby (i)&nbsp;have been duly authorized by all necessary corporate (or similar) action and will not result in any Default under the charter or by-laws or similar
organizational documents of the Issuers, the Operating Partnership or any Operating
Subsidiary, (ii)&nbsp;will not constitute a Default or a Debt Repayment Triggering Event (as
defined below) under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Issuers, the Operating Partnership or any of
the Partnership&#146;s Operating Subsidiaries pursuant to, or require the consent of any other
party to, any Existing Instrument, and (iii)&nbsp;will not result in any violation of any
statute, law, rule, regulation, judgment, order or decree applicable to the Issuers, the
Operating Partnership or any of the Partnership&#146;s Operating Subsidiaries of any court,
regulatory body, administrative agency, governmental body, arbitrator or other authority
having jurisdiction over the Issuers, the Operating Partnership or any of the Partnership&#146;s
Operating Subsidiaries or any of its or their properties. As used herein, a &#147;<B>Debt Repayment
Triggering Event</B>&#148; means any event or condition which gives, or with the giving of notice or
lapse of time would give, the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder&#146;s behalf) the right to require the
repurchase, redemption or repayment of all or a portion of such indebtedness by the Issuers,
the Operating Partnership or any of the Partnership&#146;s Operating Subsidiaries.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <I>No Further Authorizations or Approvals Required. </I>No consent, approval,
authorization or other order of, or registration or filing with, any court or other
governmental or regulatory authority or agency is required for the Issuers&#146; or the Operating
Partnership&#146;s execution, delivery and performance of this Agreement and consummation of the
transactions contemplated hereby, except such as may be required under applicable state
securities or blue sky laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) <I>No Material Actions or Proceedings. </I>There are no legal or governmental actions,
suits or proceedings pending or, to the best of the Issuers&#146; and the Operating Partnership&#146;s
knowledge, threatened (i)&nbsp;against or affecting the Partnership or any of its Operating
Subsidiaries, (ii)&nbsp;which have as the subject thereof any officer or director of, or property
owned or leased by, the Partnership or any of its Operating Subsidiaries or (iii)&nbsp;relating
to environmental or discrimination matters, where in any such case (A)&nbsp;there is a
probability that such action, suit or proceeding might be determined adversely to the
Partnership or such Operating Subsidiary, or any officer or director of, or property owned
or leased by the Partnership or any of its Operating Subsidiaries and (B)&nbsp;any such action,
suit or proceeding, if so determined adversely, would reasonably be expected to result in a
Material Adverse Change or adversely affect the consummation of the transactions
contemplated by this Agreement.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) <I>Exchange Act Compliance. </I>The Partnership is subject to and in compliance in
all material respects with the reporting requirements of Section&nbsp;13 or 15(d) of the Exchange
Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) <I>Independent Accountants. </I>PricewaterhouseCoopers LLP, who have expressed their
opinion with respect to the financial statements (which term as used in this Agreement
includes the related notes thereto) and supporting schedules included or incorporated by
reference in the Registration Statement, the Disclosure Package and the Prospectus, are
independent public accountants with respect to the Partnership as required by the Securities
Act and the Exchange Act and the applicable published rules and regulations thereunder and
the rules of the Public Company Accounting Oversight Board (United States).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(z) <I>Preparation of Financial Statements. </I>The financial statements filed with the
Commission as a part of or incorporated by reference in the Registration Statement and
included or incorporated by reference in the Disclosure Package and the Prospectus present
fairly the consolidated financial position of the Partnership and its subsidiaries as of and
at the dates indicated and the results of their operations and cash flows for the periods
specified. The supporting schedules included or incorporated by reference in the
Registration Statement present fairly the information required to be stated therein. Such
financial statements and supporting schedules comply as to form with the applicable
accounting requirements of Regulation&nbsp;S-X and have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis throughout the
periods involved, except as may be expressly stated in the related notes thereto. No other
financial statements or supporting schedules are required to be included or incorporated by
reference in the Registration Statement. The financial data set forth in the Preliminary
Prospectus and the Prospectus under the captions &#147;Prospectus Supplement Summary&#151;Summary
Consolidated Historical Financial Data&#148; and &#147;Capitalization&#148; fairly present the information
set forth therein on a basis consistent with that of the audited financial statements
contained in the Registration Statement. The Partnership&#146;s ratios of earnings to fixed
charges set forth in each of the Preliminary Prospectus and the Prospectus under the
captions &#147;Prospectus Supplement Summary&#151; Summary Consolidated Historical Financial Data,&#148;
and &#147;Ratio of Earning to Fixed Charges&#148; and in Exhibit&nbsp;12.1 to the Registration Statement
have been calculated in compliance in all material respects with the requirements of Item
503(d) of Regulation&nbsp;S-K under the Securities Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(aa) <I>Underwriting Agreement</I>. This Agreement has been duly authorized, executed and
delivered by the Issuers and the Operating Partnership.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(bb) <I>Intellectual Property Rights. </I>The Issuers, the Operating Partnership and the
Operating Subsidiaries own, possess, license or have other rights to use, on reasonable
terms, all patents, patent applications, trade and service marks, trade and service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets, technology,
know-how and other intellectual property (collectively, the &#147;<B>Intellectual Property</B>&#148;)
necessary for the conduct of the Issuers&#146; or any of the Operating Subsidiaries&#146; business as
now conducted or as proposed in each of the Disclosure Package and the Prospectus to be
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">conducted. Except as disclosed in the Disclosure Package and the Prospectus, (a)&nbsp;no
party has been granted an exclusive license to use any portion of such Intellectual Property
owned by the Issuers, the Operating Partnership or any of the Operating Subsidiaries; (b)
the Issuers and the Operating Partnership are not aware of any material infringement by
third parties of any such Intellectual Property owned by or exclusively licensed to the
Issuers, the Operating Partnership or the Operating Subsidiaries; (c)&nbsp;there is no pending or
threatened action, suit, proceeding or claim by others challenging the rights of the
Issuers, the Operating Partnership or the Operating Subsidiaries in or to any material
Intellectual Property, and the Issuers and the Operating Partnership are unaware of any
facts which would form a reasonable basis for any such claim; (d)&nbsp;there is no pending or
threatened action, suit, proceeding or claim by others challenging the validity or scope of
any such Intellectual Property, and the Issuers and the Operating Partnership are unaware of
any facts which would form a reasonable basis for any such claim; and (e)&nbsp;there is no
pending or threatened action, suit, proceeding or claim by others that the Issuers&#146;, the
Operating Partnership&#146;s or the Operating Subsidiaries&#146; business as now conducted infringes
or otherwise violates any patent, trademark, copyright, trade secret or other proprietary
rights of others, and the Issuers and the Operating Partnership are unaware of any other
fact which would form a reasonable basis for any such claim, which in any such case would
reasonably be expected to result in a Material Adverse Change.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(cc) <I>All Necessary Permits, etc. </I>Each of the Partnership and its Operating
Subsidiaries has such permits, consents, licenses, franchises, certificates and
authorizations of governmental or regulatory authorities (&#147;<U>permits</U>&#148;) as are
necessary to own its properties and to conduct its business in the manner described in the
Disclosure Package and the Prospectus, subject to such qualifications as may be set forth in
the Disclosure Package and the Prospectus and except for such permits, etc., that, if not
obtained, would not, individually or in the aggregate, result in a Material Adverse Change;
except as set forth in the Registration Statement, the Disclosure Package and the Prospectus
(or any amendment or supplement thereto), each of the Partnership and its Operating
Subsidiaries has fulfilled and performed all its material obligations with respect to such
permits that are due to have been, or will be, fulfilled and performed by such date, and no
event has occurred that would prevent the permits from being renewed or reissued or that
allows, or after notice or lapse of time would allow, revocation or termination thereof or
results in any impairment of the rights of the holder of any such permit, except for such
non-renewals, non-issuances, revocations, terminations and impairments that would not,
individually or in the aggregate, result in a Material Adverse Change.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(dd) <I>Title to Properties. </I>The Partnership and its Operating Subsidiaries have good,
valid and indefeasible title to all real and personal property reflected in the Registration
Statement, the Disclosure Package and the Prospectus as assets owned by them, in each case,
free and clear of all (i)&nbsp;liens and security interests, or (ii)&nbsp;other claims and other
encumbrances (other than liens or security interests or claims or other encumbrances created
by, or pursuant to, or permitted under the Credit Agreement), except, in each case, (1)&nbsp;as
described, and subject to the limitations contained, in the Registration Statement, the
Disclosure Package and the Prospectus, (2)&nbsp;such as do not materially interfere with the use
of such properties taken as a whole as they have been used in the past and
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">are proposed to be used in the future as described or (3)&nbsp;for such liens, etc., the
existence of which, would not, individually or in the aggregate, result in a Material
Adverse Change or materially impair the ability of the Issuers and the Operating Partnership
to perform their obligations under this Agreement, and subject to limitations contained, in
the Registration Statement, the Disclosure Package and the Prospectus; <I>provided </I>that, with
respect to any real property and buildings held under lease by the Partnership or its
Operating Subsidiaries, such real property and buildings are held under valid and subsisting
and enforceable leases with such exceptions as do not materially interfere with the use of
the properties of the Partnership and its Operating Subsidiaries taken as a whole as they
have been used in the past as described, and subject to the limitations contained, in the
Registration Statement, the Disclosure Package and the Prospectus and are proposed to be
used in the future as described, and subject to the limitations contained, in the
Registration Statement, the Disclosure Package and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ee) <I>Tax Law Compliance. </I>The Partnership and its subsidiaries have filed (or have
obtained extensions with respect thereto) all necessary federal, state, local and foreign
tax returns in a timely manner and have timely paid all taxes required to be paid by any of
them (whether or not shown on a tax return), including as a withholding agent, and, if due
and payable, any related or similar assessment, fine, interest or penalty levied against any
of them except for any taxes, assessments, fines, interest or penalties (i)&nbsp;that are being
contested in good faith and by appropriate proceedings and for which adequate reserves have
been established in accordance with generally accepted accounting principles or (ii)&nbsp;that,
if not paid, would not result, individually or in the aggregate, in a Material Adverse
Change. The Partnership has made appropriate provisions in the applicable financial
statements referred to in Section 1(z) above in respect of all federal, state, local and
foreign taxes for all current or prior periods as to which the tax liability of the
Partnership or any of its subsidiaries has not been finally determined. The Partnership is
currently qualified as a &#147;publicly traded partnership&#148; within the meaning of the Internal
Revenue Code of 1986, as amended.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ff) <I>Issuers Not an &#147;Investment Company.&#148; </I>The Issuers are not, or after receipt of
payment for the Notes and the application of the proceeds thereof as contemplated under the
caption &#147;Use of Proceeds&#148; in each of the Preliminary Prospectus and the Prospectus will not
be, an &#147;investment company&#148; within the meaning of the Investment Company Act and will
conduct their businesses in a manner so that they will not become subject to the Investment
Company Act of 1940, as amended (the &#147;<B>Investment Company Act</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(gg) <I>Insurance. </I>The Partnership and its Operating Subsidiaries maintain insurance
covering the properties, operations, personnel and businesses of the Partnership and its
Operating Subsidiaries against such losses and risks and in such amounts as are reasonably
adequate for the conduct of their respective businesses and the value of their respective
properties and as are customary for companies engaged in similar businesses in similar
industries. None of the Partnership nor its Operating Subsidiaries has received notice from
any insurer or agent of such insurer that substantial capital improvements or other
expenditures will have to be made in order to continue such insurance (including af-
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">ter giving effect to the transactions contemplated hereby), and all such insurance is
outstanding and duly in force on the date hereof and will be outstanding and duly in force
on the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(hh) <I>No Restrictions on Dividends. </I>No MLP Subsidiary Guarantor (as defined in the
Credit Agreement) of the Partnership is currently prohibited, directly or indirectly, from
paying any dividends to the Partnership, and no Wholly-Owned MLP Subsidiary Guarantor is
currently prohibited under the Credit Agreement, from making any other distribution on such
subsidiary&#146;s shares of capital stock or other ownership interests, from repaying to the
Partnership any loans or advances to such subsidiary from the Partnership or from
transferring any of such subsidiary&#146;s property or assets to the Partnership or any other
subsidiary of the Partnership, except as described in or contemplated by the Disclosure
Package and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) <I>Solvency</I>. The Partnership and the Operating Partnership taken as a whole are, and
immediately after the Closing Date will be, Solvent. As used herein, the term &#147;<B>Solvent</B>&#148;
means, with respect to any person on a particular date, that on such date (i)&nbsp;the fair
market value of the assets of such person is greater than the total amount of liabilities
(including contingent liabilities) of such person, (ii)&nbsp;the present fair salable value of
the assets of such person is greater than the amount that will be required to pay the
probable liabilities of such person on its debts as they become absolute and matured, (iii)
such person is able to realize upon its assets and pay its debts and other liabilities,
including contingent obligations, as they mature and (iv)&nbsp;such person does not have
unreasonably small capital.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(jj) <I>No Price Stabilization or Manipulation. </I>The Issuers have not taken and will not
take, directly or indirectly, any action designed to or that might be reasonably expected to
cause or result in stabilization or manipulation of the price of any security of the Issuers
to facilitate the sale or resale of the Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(kk) <I>Related Party Transactions. </I>There are no business relationships or related-party
transactions involving the Partnership or any subsidiary required to be described in the
Preliminary Prospectus or the Prospectus that have not been described as required.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ll) <I>Disclosure Controls</I>. The Partnership maintains an effective system of &#147;disclosure
controls and procedures&#148; (as defined in Rule&nbsp;13a-15(e) under the Exchange Act). The
Partnership has carried out evaluations of the effectiveness of its disclosure controls and
procedures as required by Rule&nbsp;13a-15 of the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(mm) <I>Internal Controls and Procedures. </I>The Partnership maintains (i)&nbsp;effective
internal control over financial reporting as defined in Rule&nbsp;13a-15(f) under the Exchange
Act, and (ii)&nbsp;a system of internal accounting controls sufficient to provide reasonable
assurance that (A)&nbsp;transactions are executed in accordance with management&#146;s general or
specific authorizations; (B)&nbsp;transactions are recorded as necessary to permit preparation of
financial statements in conformity with generally accepted accounting principles and to
maintain asset accountability; (C)&nbsp;access to assets is permitted only in accordance with
management&#146;s general or specific authorization; and (D)&nbsp;the recorded accountability for
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">assets is compared with the existing assets at reasonable intervals and appropriate
action is taken with respect to any differences.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(nn) <I>No Material Weakness in Internal Controls. </I>Since the end of the Partnership&#146;s
most recent fiscal year, there has been (i)&nbsp;no material weakness in the Partnership&#146;s
internal control over financial reporting (whether or not remediated) and (ii)&nbsp;no change in
the Partnership&#146;s internal control over financial reporting that has materially affected, or
is reasonably likely to materially affect, the Partnership&#146;s internal control over financial
reporting.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(oo) <I>No Conflict with FCPA</I>. Neither the Partnership nor any of its subsidiaries nor,
to the knowledge of the Partnership, any director, officer, agent, employee or affiliate of
the Partnership or any of its subsidiaries is aware of or has taken any action, directly or
indirectly, that would result in a violation by such persons of the Foreign Corrupt
Practices Act of 1977, as amended, and the rules and regulations thereunder (the
&#147;<U>FCPA</U>&#148;), including, without limitation, making use of the mails or any means or
instrumentality of interstate commerce corruptly in furtherance of an offer, payment,
promise to pay or authorization of the payment of any money, or other property, gift,
promise to give, or authorization of the giving of anything of value to any &#147;foreign
official&#148; (as such term is defined in the FCPA) or any foreign political party or official
thereof or any candidate for foreign political office, in contravention of the FCPA; and the
Partnership, its subsidiaries and, to the knowledge of the Partnership, its affiliates have
conducted their businesses in compliance with the FCPA and have instituted and maintain
policies and procedures designed to ensure, and which are reasonably expected to continue to
ensure, continued compliance therewith.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(pp) <I>No Conflict with Money Laundering Laws</I>. The operations of each of the Partnership
and its subsidiaries are and have been conducted at all times in material compliance with
applicable financial recordkeeping and reporting requirements of the Currency and Foreign
Transactions Reporting Act of 1970, as amended, the money laundering statutes of all
applicable jurisdictions, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines issued, administered or enforced by any govern-mental
agency (collectively, the &#147;<U>Money Laundering Laws</U>&#148;), and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Partnership or its subsidiaries with respect to the Money
Laundering Laws is pending or, to the knowledge of the Partnership, the General Partner, the
supervisors and officers, threatened the adverse determination of which would result in a
Material Adverse Change.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(qq) <I>No Conflict with OFAC Laws</I>. Neither the Partnership nor any of its
subsidiaries, nor, to the knowledge of the Partnership, the General Partner, any supervisor,
officer, agent or employee of the Partnership or any of its subsidiaries is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the
U.S. Treasury Department (&#147;<U>OFAC</U>&#148;); and the Partnership will not knowingly, directly
or indirectly, use the proceeds of the offering or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other person or entity
for the
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">purpose of financing the activities of any person currently subject to any U.S.
sanctions administered by OFAC.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(rr) <I>Environmental Compliance.</I>. The Partnership and its Operating Subsidiaries
(i)&nbsp;are in compliance with any and all applicable federal, state and local laws and
regulations relating to the protection of human health and safety and the environment or
imposing liability or standards of conduct concerning any Hazardous Material (as hereinafter
defined) (&#147;<U>Environmental Laws</U>&#148;), (ii)&nbsp;have received all permits required of them
under applicable Environmental Laws to conduct their respective businesses, (iii)&nbsp;are in
compliance with all terms and conditions of any such permit and (iv)&nbsp;do not have any
liability in connection with the release into the environment of any Hazardous Material,
except, in each case, where such noncompliance with Environmental Laws, failure to receive
required permits, failure to comply with the terms and conditions of such permits, or
liability in connection with a release would not, individually or in the aggregate, result
in a Material Adverse Change. The term &#147;<U>Hazardous Material</U>&#148; means (A)&nbsp;any &#147;hazardous
substance&#148; as defined in the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended, (B)&nbsp;any &#147;hazardous waste&#148; as defined in the Resource
Conservation and Recovery Act, as amended, (C)&nbsp;any petroleum or petroleum product, (D)&nbsp;any
polychlorinated biphenyl and (E)&nbsp;any pollutant or contaminant or hazardous, dangerous or
toxic chemical, material, waste or substance defined in or regulated under any other
Environmental Law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ss) <I>Labor Matters. </I>No labor disturbances by the employees of the Partnership or any
of its Operating Subsidiaries has occurred that would, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Change.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(tt) <I>Brokers</I>. Other than the underwriting discount pursuant to Section&nbsp;2 of this
Agreement, there is no broker, finder or other party that is entitled to receive from the
Issuers any brokerage or finder&#146;s fee or other fee or commission as a result of any
transactions contemplated by this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(uu) <I>No Outstanding Loans or Other Indebtedness</I>. There are no outstanding loans,
advances (except normal advances for business expenses in the ordinary course of business)
or guarantees or indebtedness by the Issuers to or for the benefit of any of the officers or
directors of the Issuers or any of the members of any of them, except as disclosed in the
Disclosure Package and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vv) <I>Sarbanes-Oxley Compliance</I>. The Partnership and its directors and officers, in
their capacities as such, are in compliance in all material respects with the applicable
provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the &#147;<B>Sarbanes-Oxley Act</B>&#148;), including Section&nbsp;402 related to loans and
Sections&nbsp;302 and 906 related to certifications.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ww) <I>Ratings</I>. Except as otherwise disclosed in the Disclosure Package, no &#147;nationally
recognized statistical rating organization&#148; as such term is defined for purposes of Rule
436(g)(2) under the Securities Act (i)&nbsp;has imposed (or has informed the Issuers that it is
considering imposing) any condition (financial or otherwise) on the Issuers&#146; retaining
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">any rating assigned to the Issuers, any securities of the Issuers or (ii)&nbsp;has indicated
to the Issuers that it is considering (a)&nbsp;the downgrading, suspension, or withdrawal of, or
any review for a possible change that does not indicate the direction of the possible change
in, any rating so assigned or (b)&nbsp;any change in the outlook for any rating of the Issuers or
any securities of the Issuers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(xx) <I>Statistical and Market Related Data</I>. All statistical or market-related data
included in the Registration Statement, the Disclosure Package and the Prospectus (or any
amendment or supplement thereto), if any, are based on or derived from sources that the
Issuers reasonably believe to be reliable and accurate, and the Issuers have obtained the
written consent to the use of such data from such sources to the extent required.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any certificate signed by an officer of the Issuers and delivered to the Representative or to
counsel for the Underwriters shall be deemed to be a representation and warranty by the Issuers to
each Underwriter as to the matters set forth therein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. <U>Purchase and Sale</U>. The Issuers agree to issue and sell to the several Underwriters
the Notes upon the terms herein set forth and, on the basis of the representations, warranties and
agreements and upon the terms but subject to the conditions herein set forth, the Underwriters
agree, severally and not jointly, to purchase from the Issuers the respective aggregate principal
amount of Notes set forth opposite their names on <U>Schedule&nbsp;A</U>. The purchase price per Note
to be paid by the several Underwriters to the Issuers shall be equal
to 97.136% of the principal
amount thereof.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. <U>Delivery and Payment; Representations and Warranties and Covenants of the
Underwriters</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Delivery of certificates for the Notes to be purchased by the Underwriters and payment
therefor shall be made at the offices of Cahill Gordon &#038; Reindel LLP, Eighty Pine Street,
New York, New York 10005 (or such other place as may be agreed to by the Issuers and the
Representative) at 9:00 a.m. New York time, on March&nbsp;23, 2010 (the time and date of such closing
are called the &#147;<B>Closing Date</B>&#148;). Delivery of the Notes shall be made through the facilities of The
Depository Trust Company (&#147;<B>DTC</B>&#148;) unless the Representative shall otherwise instruct.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Public Offering of the Notes</I>. The Representative hereby advises the Issuers that the
Underwriters intend to offer for sale to the public, as described in the Disclosure Package and the
Prospectus, their respective portions of the Notes as soon after this Agreement has been executed
as the Representative, in its sole judgment, has determined is advisable and practicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Payment for the Notes. </I>Payment for the Notes shall be made on the Closing Date by wire
transfer of immediately available funds to the order of the Partnership.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is understood that the Representative has been authorized, for its own account and the
accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of
the purchase price for, the Notes. Banc of America Securities LLC, individually and
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">not as the Representative of the Underwriters, may (but shall not be obligated to) make
payment for any Notes to be purchased by any Underwriter whose funds shall not have been received
by the Representative by the Closing Date for the account of such Underwriter, but any such payment
shall not relieve such Underwriter from any of its obligations under this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Delivery of the Notes. </I>Delivery of the Notes shall be made through the facilities of DTC
unless the Representative shall otherwise instruct. Time shall be of the essence, and delivery at
the time and place specified in this Agreement is a further condition to the obligations of the
Underwriters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Delivery of Prospectus to the Underwriters</I>. Not later than 10:00&nbsp;a.m. on the second
business day following the date the Notes are first released by the Underwriters for sale to the
public, the Issuers shall deliver or cause to be delivered, copies of the Prospectus in such
quantities and at such places as the Representative shall reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. <U>Covenants</U>. The Issuers and the Operating Partnership, jointly and severally,
covenant and agree with each of the Underwriters as follows:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Representative Review of Proposed Amendments and Supplements. </I>During the period
beginning at the Applicable Time and ending on the later of the Closing Date or such date,
as in the opinion of counsel for the Underwriters, the Prospectus is no longer required by
law to be delivered in connection with sales by an Underwriter or dealer, including in
circumstances where such requirement may be satisfied pursuant to Rule&nbsp;172 (the &#147;<B>Prospectus
Delivery Period</B>&#148;), prior to amending or supplementing the Registration Statement, the
Disclosure Package or the Prospectus, the Issuers shall furnish to the Representative for
review a copy of each such proposed amendment or supplement, and the Issuers shall not file
or use any such proposed amendment or supplement to which the Representative reasonably
objects.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Securities Act Compliance. </I>After the date of this Agreement and during the
Prospectus Delivery Period, the Issuers shall promptly advise the Representative in writing
(i)&nbsp;when the Registration Statement, if not effective at the Applicable Time, shall have
become effective, (ii)&nbsp;of the receipt of any comments of, or requests for additional or
supplemental information from, the Commission, (iii)&nbsp;of the time and date of any filing of
any post-effective amendment to the Registration Statement or any amendment or supplement to
any Preliminary Prospectus or the Prospectus, (iv)&nbsp;of the time and date that any
post-effective amendment to the Registration Statement becomes effective, and (v)&nbsp;of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or of any order or notice preventing or suspending the use of the
Registration Statement, any Preliminary Prospectus or the Prospectus, or of any receipt by
the Issuers of any notification with respect to the suspension of the qualification of the
Notes for sale in any jurisdiction or of the threatening or initiation of any proceedings
for any of such purposes (including any notice or order pursuant to Section&nbsp;8A or Rule
401(g)(2) of the Securities Act). The Issuers shall use commercially reasonable efforts to
prevent the issuance of any such stop order or notice of prevention or suspension of such use. If the Commission shall enter any such stop order or issue any such notice at any
time, the Issuers will use commercially reasonable efforts to obtain the lifting or reversal
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">of such order or notice at the earliest possible moment, or, subject to Section&nbsp;4(a),
will file an amendment to the Registration Statement or will file a new registration
statement and use their best efforts to have such amendment or new registration statement
declared effective as soon as practicable. Additionally, the Issuers agree that they shall
comply with the provisions of Rules 424(b) and 430B, as applicable, under the Securities
Act, including with respect to the timely filing of documents thereunder, and will use
commercially reasonable efforts to confirm that any filings made by the Issuers under such
Rule 424(b) were received in a timely manner by the Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Exchange Act Compliance. </I>During the Prospectus Delivery Period, the Issuers will
file all documents required to be filed with the Commission and the New York Stock Exchange
pursuant to Section&nbsp;13, 14 or 15 of the Exchange Act in the manner and within the time
periods required by the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Final Term Sheet. </I>The Issuers will prepare a final term sheet in a form approved
by the Representative, and will file such term sheet pursuant to Rule 433(d) under the
Securities Act within the time required by such rule (such term sheet, the &#147;<B>Final Term
Sheet</B>&#148;).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Permitted Free Writing Prospectuses</I>. The Issuers represent that they have not
made, and agree that, unless they obtain the prior written consent of the Representative,
they will not make, any offer relating to the Notes that constitutes or would constitute an
Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a &#147;free
writing prospectus&#148; (as defined in Rule&nbsp;405 of the Securities Act) or a portion thereof
required to be filed by the Issuers with the Commission or retained by the Issuers under
Rule&nbsp;433 of the Securities Act; <I>provided </I>that the prior written consent of the
Representative hereto shall be deemed to have been given in respect of the Free Writing
Prospectuses included in <U>Schedule&nbsp;B</U> hereto and any electronic road show. Any such
free writing prospectus consented to by the Representative is hereinafter referred to as a
&#147;<B>Permitted Free Writing Prospectus</B>.&#148; The Issuers agree that (i)&nbsp;they have treated and will
treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus, and (ii)&nbsp;have complied and will comply, as the case may be, with the
requirements of Rules&nbsp;164 and 433 of the Securities Act applicable to any Permitted Free
Writing Prospectus, including in respect of timely filing with the Commission, legending and
record keeping. The Issuers consent to the use by any Underwriter of a free writing
prospectus that (a)&nbsp;is not an &#147;issuer free writing prospectus&#148; as defined in Rule&nbsp;433, or
(b)&nbsp;contains only (1)&nbsp;information describing the preliminary terms of the Securities or
their offering, (2)&nbsp;information that describes the final terms of the Securities or their
offering and that is included in the Final Term Sheet of the Issuers contemplated in Section
1(d) or (3)&nbsp;information permitted under Rule&nbsp;134 under the Securities Act; <I>provided </I>that
each Underwriter severally covenants with the Issuers not to take any action without the
Issuers&#146; consent, which consent shall be confirmed in writing, that would result in the
Issuers being required to file with the Commission under Rule 433(d) under the Securities
Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise
would not be required to be filed by the Issuers thereunder, but for the action of the
Underwriter.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Amendments and Supplements to the Registration Statement, Disclosure Package and
Prospectus and Other Securities Act Matters. </I>If, during the Prospectus Delivery Period, any
event or development shall occur or condition exist as a result of which the Disclosure
Package or the Prospectus as then amended or supplemented would include any untrue statement
of a material fact or omit to state any material fact necessary in order to make the
statements therein in the light of the circumstances under which they were made or then
prevailing, as the case may be, not misleading, or if it shall be necessary to amend or
supplement the Disclosure Package or the Prospectus, or to file under the Exchange Act any
document incorporated by reference in the Disclosure Package or the Prospectus, in order to
make the statements therein, in the light of the circumstances under which they were made or
then prevailing, as the case may be, not misleading, or if in the reasonable opinion of the
Representative it is otherwise necessary to amend or supplement the Registration Statement,
the Disclosure Package or the Prospectus, or to file under the Exchange Act any document
incorporated by reference in the Disclosure Package or the Prospectus, or to file a new
registration statement containing the Prospectus, in order to comply with law, including in
connection with the delivery of the Prospectus, the Issuers agree to (i)&nbsp;notify the
Representative of any such event or condition and (ii)&nbsp;promptly prepare (subject to Sections
4(a) and 4(e) hereof), file with the Commission (and use its best efforts to have any
amendment to the Registration Statement or any new registration statement to be declared
effective) and furnish at its own expense to the Underwriters and to dealers, amendments or
supplements to the Registration Statement, the Disclosure Package or the Prospectus, or any
new registration statement, necessary in order to make the statements in the Disclosure
Package or the Prospectus as so amended or supplemented, in the light of the circumstances
under which they were made or then prevailing, as the case may be, not misleading or so that
the Registration Statement, the Disclosure Package or the Prospectus, as amended or
supplemented, will comply with law.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <I>Copies of Any Amendments and Supplements to the Prospectus. </I>The Issuers agree to
furnish to the Representative, without charge, during the Prospectus Delivery Period, as
many copies of the Prospectus and any amendments and supplements thereto (including any
documents incorporated or deemed incorporated by reference therein) and the Disclosure
Package as the Representative may reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <I>Copies of the Registration Statements and the Prospectus. </I>The Issuers will furnish
to the Representative and counsel for the Underwriters signed copies of the Registration
Statement and of each amendment thereto (including exhibits filed therewith or incorporated
by reference therein and documents incorporated or deemed to be incorporated by reference
therein) and, during the Prospectus Delivery Period, as many copies of each Preliminary
Prospectus, the Prospectus and any supplement thereto and the Disclosure Package as the
Representative may reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>Blue Sky Compliance. </I>The Issuers shall cooperate with the Representative and
counsel for the Underwriters to qualify or register the Notes for sale under (or obtain
exemptions from the application of) the state securities or blue sky laws or other foreign
laws of those jurisdictions designated by the Representative and consented to by the
Issuers, and the Issuers shall comply in all material respects with such laws and shall
continue
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">such qualifications, registrations and exemptions in effect so long as required
for the distribution of the Notes. The Issuers shall not be required to (i)&nbsp;qualify as a
foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (ii)&nbsp;file any general consent to
service of process in any such jurisdiction or (iii)&nbsp;subject itself to taxation in any such
jurisdiction if it is not otherwise so subject. The Issuers will advise the Representative
promptly of the suspension of the qualification or registration of (or any such exemption
relating to) the Notes for offering, sale or trading in any jurisdiction or any initiation
or threat of any proceeding for any such purpose, and in the event of the issuance of any
order suspending such qualification, registration or exemption, the Issuers shall use their
best efforts to obtain the withdrawal thereof at the earliest possible moment.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <I>Use of Proceeds. </I>The Issuers shall apply the net proceeds from the sale of the
Notes sold by them in the manner described under the caption &#147;Use of Proceeds&#148; in each of
the Disclosure Package and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <I>Agreement Not to Offer to Sell Additional Notes. </I>During the period of 90&nbsp;days
following the date of this Agreement, the Issuers and the Operating Partnership will not,
without the prior written consent of Banc of America Securities LLC (which consent may be
withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly,
sell, offer, contract or grant any option to sell, pledge, transfer or establish an open
&#147;put equivalent position&#148; within the meaning of Rule&nbsp;16a-1 under the Exchange Act, or
otherwise dispose of or transfer, or announce the offering of, or file any registration
statement under the Securities Act in respect of, any debt securities of the Issuers or
securities exchangeable for or convertible into debt securities of the Issuers (other than
as contemplated by this Agreement).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <I>DTC. </I>The Issuers shall use commercially reasonable efforts to obtain the approval
of DTC to permit the Notes to be eligible for &#147;book-entry&#148; transfer and settlement through
the facilities of DTC, and agrees to comply with all of its agreements set forth in the
representation letters of the Issuers to DTC relating to the approval of the Notes by DTC
for &#147;book-entry&#148; transfer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <I>Earnings Statement. </I>The Partnership will make generally available to their
security holders and to the Representative an earnings statement (which need not be audited)
in reasonable detail covering the 12-month period beginning not later than the first day of
the month next succeeding the month in which occurred the &#147;effective date&#148; (as defined in
Rule&nbsp;158 under the Securities Act) of the Registration Statement as soon as practicable
after the end of such period.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) <I>Periodic Reporting Obligations. </I>During the Prospectus Delivery Period the Issuers
shall file, on a timely basis, with the Commission and the New York Stock Exchange all
reports and documents required to be filed under the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) <I>Filing Fees. </I>The Issuers agree to pay the required Commission filing fees relating
to the Notes within the time required by Rule&nbsp;456(b)(1) of the Securities Act
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">without regard to the proviso therein and otherwise in accordance with Rules 456(b) and
457(r) of the Securities Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) <I>Compliance with Sarbanes-Oxley Act. </I>During the Prospectus Delivery Period, the
Issuers will comply with all applicable securities and other laws, rules and regulations,
including, without limitation, the Sarbanes-Oxley Act, and use their best efforts to cause
the Issuers&#146; directors and officers, in their capacities as such, to comply with such laws,
rules and regulations, including, without limitation, the provisions of the Sarbanes-Oxley
Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) <I>Future Reports to the Representative. </I>During the period of two years hereafter the
Issuers will furnish to the Representative (i)&nbsp;to the extent not available on the
Commission&#146;s Next-Generation EDGAR filing system, as soon as practicable after the end of
each fiscal year, copies of the Annual Report of the Partnership containing the balance
sheet of the Partnership as of the close of such fiscal year and statements of income,
partners&#146; capital and cash flows for the year then ended and the opinion thereon of the
Partnership&#146;s independent public or certified public accountants; and (ii)&nbsp;to the extent not
available on the Commission&#146;s Next-Generation EDGAR filing system, as soon as practicable
after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K,
Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the
Partnership with the Commission, FINRA or any securities exchange.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) <I>No Manipulation of Price. </I>The Issuers will not take, directly or indirectly, any
action designed to cause or result in, or that has constituted or might reasonably be
expected to constitute, under the Exchange Act or otherwise, the stabilization or
manipulation of the price of any securities of the Issuers to facilitate the sale or resale
of the Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) <I>Investment Limitation. </I>The Issuers shall not invest, or otherwise use the proceeds
received by the Issuers from the sale of the Notes in such a manner as would require the
Partnership or any of its subsidiaries to register as an investment company under the
Investment Company Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) <I>Notice of Inability to Use Automatic Shelf Registration Statement Form</I>. If at any
time during the Prospectus Delivery Period, the Issuers receive from the Commission a notice
pursuant to Rule&nbsp;401(g)(2) or otherwise ceases to be eligible to use the automatic shelf
registration statement form, the Issuers will (i)&nbsp;promptly notify the Representative, (ii)
promptly file a new registration statement or post-effective amendment on the proper form
relating to the Notes, in a form satisfactory to the Representative, (iii)&nbsp;use their best
efforts to cause such registration statement or post-effective amendment to be declared
effective and (iv)&nbsp;promptly notify the Representative of such effectiveness. The Issuers
will take all other action necessary or appropriate to permit the public offering and sale
of the Notes to continue as contemplated in the registration statement that was the subject
of the Rule&nbsp;401(g)(2) notice or for which the Issuers have otherwise become ineligible.
References herein to the Registration Statement shall include such new registration
statement or post-effective amendment, as the case may be.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. <U>Payment of Expenses</U><I>. </I>The Issuers, jointly and severally, agree to pay all costs,
fees and expenses incurred in connection with the performance of their obligations hereunder and in
connection with the transactions contemplated hereby, including without limitation (i)&nbsp;all expenses
incident to the issuance and delivery of the Notes (including all printing and engraving costs),
(ii)&nbsp;all necessary issue, transfer and other stamp taxes in connection with the issuance and sale
of the Notes to the Underwriters, (iii)&nbsp;all fees and expenses of the Issuers&#146; counsel, independent
public or certified public accountants of the Partnership and other advisors, (iv)&nbsp;all costs and
expenses incurred in connection with the preparation, printing, filing, shipping and distribution
of the Registration Statement (including financial statements, exhibits, schedules, consents and
certificates of experts), each Issuer Free Writing Prospectus, each Preliminary Prospectus and the
Prospectus, and all amendments and supplements thereto, and the mailing and delivering of copies
thereof to the Underwriters and dealers, this Agreement, the Indenture and the Notes, (v)&nbsp;all
filing fees, attorneys&#146; fees and expenses incurred by the Issuers or the Underwriters in connection
with qualifying or registering (or obtaining exemptions from the qualification or registration of)
all or any part of the Notes for offer and sale under the securities laws of the several states of
the United States or other jurisdictions designated by the Underwriters and consented to by the
Issuers (including, without limitation, the cost of preparing, printing and mailing preliminary and
final blue sky or legal investment memoranda, (vi)&nbsp;the reasonable fees and expenses of the Trustee,
including the fees and disbursements of counsel for the Trustee in connection with the Indenture
and the Notes, (vii)&nbsp;any fees payable in connection with the rating of the Notes with the ratings
agencies, (viii)&nbsp;all fees and expenses (including reasonable fees and expenses of counsel) of the
Issuers in connection with approval of the Notes by DTC for &#147;book-entry&#148; transfer, and the
performance by the Issuers and the Operating Partnership of their other obligations under this
Agreement, (ix)&nbsp;all expenses incident to the &#147;road show&#148; for the offering of the Notes, including
the cost of any chartered airplane or other transportation, (x)&nbsp;all other fees, costs and expenses
referred to in Item&nbsp;14 of Part&nbsp;II of the Registration Statement, and (xi)&nbsp;all other costs and
expenses incident to the performance of their obligations hereunder which are not otherwise
specifically provided for in this Section&nbsp;5. It is understood, however, that, except as provided
in this Section&nbsp;5, Section&nbsp;7, Section&nbsp;8 and Section&nbsp;11 hereof, the Underwriters will pay all of
their own costs and expenses, including the fees and expenses of their counsel.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. <U>Conditions to the Obligations of the Underwriters</U>. The obligations of the
Underwriters hereunder shall be subject, in their discretion, to the condition that all
representations and warranties of the Issuers and the Operating Partnership are true and correct at
and as of the date hereof and the Closing Date, the condition that the Issuers shall have performed
all of their respective obligations hereunder theretofore to be performed, and the following
additional conditions:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Accountants&#146; Comfort Letter. </I>On the date hereof, the Underwriters shall have
received from PricewaterhouseCoopers LLP, independent public accountants for the
Partnership, a letter dated the date hereof addressed to the Underwriters, in form and
substance satisfactory to the Representative, covering certain financial information
included in or incorporated by reference in the Disclosure Package and other customary
information.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Compliance with Registration Requirements; No Stop Order. </I>For the period from and
after effectiveness of this Agreement and prior to the Closing Date and, with respect to the
Notes:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the Issuers shall have filed the Prospectus with the Commission (including
the information required by Rules&nbsp;430A, 430B and 430C under the Securities Act) in
the manner and within the time period required by Rule 424(b) under the Securities
Act;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the Final Term Sheet, and any other material required to be filed by the
Issuers pursuant to Rule 433(d) under the Securities Act, shall have been filed with
the Commission within the applicable time periods prescribed for such filings under
such Rule&nbsp;433; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) no stop order suspending the effectiveness of the Registration Statement,
or any post-effective amendment to the Registration Statement, shall be in effect
and no proceedings for such purpose or pursuant to Section&nbsp;8A of the Securities Act
shall have been instituted or threatened by the Commission; and the Issuers shall
not have received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the
Securities Act objecting to use of the automatic shelf registration statement form.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>No Material Adverse Change or Ratings Agency Change. </I>For the period from and after
the date of this Agreement and prior to the Closing Date:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) in the judgment of the Representative there shall not have occurred any
Material Adverse Change so material or adverse as to make it impracticable or
inadvisable to proceed with the public offering or the delivery of the Notes as
contemplated by this Agreement, the Disclosure Package and the Prospectus;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) there shall not have been any change or decrease specified in the letter
or letters referred to in paragraph (a)&nbsp;of this Section&nbsp;6 which is, in the sole
judgment of the Representative, so material and adverse as to make it impractical or
inadvisable to proceed with the offering, sale or delivery of the Notes as
contemplated by this Agreement, the Disclosure Package and the Prospectus; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) there shall not have occurred any downgrading, nor shall any notice have
been given of any intended or potential downgrading or of any review for a possible
change that does not indicate the direction of the possible change, in the rating
accorded the Partnership or any of its subsidiaries or any of their debt by any
&#147;nationally recognized statistical rating organization&#148; as such term is defined for
purposes of Rule&nbsp;436(g)(2) under the Securities Act, and no such organization shall
have publicly announced that it has under surveillance or review, with possible
negative implications, any such rating.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <I>Opinion of Counsel for the Issuers. </I>On the Closing Date, the Underwriters shall
have received the favorable opinion and negative assurance letter of Proskauer Rose
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">LLP,
counsel for the Issuers, dated as of such Closing Date, the form of which is attached as <U>Exhibit&nbsp;A</U> and the opinion of Paul Abel, Vice President, General Counsel and
Secretary of the Partnership, substantially in the form of <U>Exhibit&nbsp;B</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <I>Opinion of Counsel for the Underwriters. </I>On the Closing Date, the Underwriters
shall have received the favorable opinion of Cahill Gordon &#038; Reindel LLP, counsel
for the Underwriters, dated as of such Closing Date, in form and substance satisfactory to,
and addressed to, the Underwriters, with respect to the issuance and sale of the Notes, the
Registration Statement, the Prospectus (together with any supplement thereto), the
Disclosure Package and other related matters as the Representative may reasonably require,
and the Issuers shall have furnished to such counsel such documents as they reasonably
request for the purpose of enabling them to pass upon such matters.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <I>Officers&#146; Certificate. </I>On the Closing Date, the Representative shall have received
a written certificate executed by the Chief Executive Officer or President of each of the
Issuers and the Operating Partnership and the Chief Financial Officer or Chief Accounting
Officer of each of the Issuers and the Operating Partnership, dated as of the Closing Date,
to the effect that the signers of such certificate have carefully examined the Registration
Statement, the Disclosure Package, the Prospectus and any amendment or supplement thereto,
any Issuer Free Writing Prospectus and any amendment or supplement thereto and this
Agreement, to the effect set forth in subsections (b)&nbsp;and (c)(iii) of this Section&nbsp;6, and
further to the effect that:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) for the period from and after the date of this Agreement and prior to the
Closing Date, there has not occurred any Material Adverse Change;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the representations and warranties of the Issuers set forth in Section&nbsp;1
of this Agreement are true and correct on and as of the Closing Date with the same
force and effect as though expressly made on and as of the Closing Date; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the Issuers have complied with all the agreements hereunder and satisfied
all the conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <I>Bring-down Comfort Letter. </I>On the Closing Date, the Underwriters shall have
received from PricewaterhouseCoopers LLP, independent public accountants for the
Partnership, a letter dated such date, in form and substance satisfactory to the
Representative, to the effect that they reaffirm the statements made in the letter furnished
by them pursuant to subsection (a)&nbsp;of this Section&nbsp;6, except that (i)&nbsp;it shall cover certain
financial information included in or incorporated by reference to the Prospectus and any
amendment or supplement thereto and (ii)&nbsp;the specified date referred to therein for the
carrying out of procedures shall be no more than three business days prior to the Closing
Date, as the case may be.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <I>Form of Notes and Indenture</I>. The Notes and the Indenture shall be executed by the
Issuers in form and substance reasonably satisfactory to the Representative and the Trustee.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <I>Closing Documents</I>. At the Closing Date, the Issuers shall have furnished counsel
for the Issuers, or the Underwriters, as the case may be, such documents as they reasonably
require for the purpose of enabling them to pass upon the issuance and sale of the Notes as
herein contemplated, or in order to evidence the accuracy of any of the representations or
warranties or fulfillment of any of the conditions herein contained.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If any condition specified in this Section&nbsp;6 is not satisfied when and as required to be
satisfied, this Agreement may be terminated by the Representative by notice to the Issuers at any
time on or prior to the Closing Date, which termination shall be without liability on the part of
any party to any other party, except that Section&nbsp;5, Section&nbsp;7, Section&nbsp;8, Section&nbsp;9, Section&nbsp;13
and Section&nbsp;17 shall at all times be effective and shall survive such termination.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. <U>Reimbursement of Underwriters&#146; Expenses</U>. If this Agreement is terminated by the
Representative pursuant to Section&nbsp;6, Section&nbsp;10 or Section&nbsp;11 (clauses (i)&nbsp;and (iv)&nbsp;only), or if
the sale to the Underwriters of the Notes on the Closing Date is not consummated because of any
refusal, inability or failure on the part of the Issuers to perform any agreement herein or to
comply with any provision hereof, the Issuers, jointly and severally, agree to reimburse the
Representative and the other Underwriters (or such Underwriters as have terminated this Agreement
with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have
been reasonably incurred by the Representative and the Underwriters in connection with the proposed
purchase and the offering and sale of the Notes, including but not limited to reasonable fees and
disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone
charges.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. <U>Indemnification</U>.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <I>Indemnification of the Underwriters. </I>The Issuers and the Operating Partnership, jointly
and severally, will indemnify and hold harmless each of the Underwriters and their respective
directors, officers, employees and agents, each person, if any, who controls such Underwriter
within the meaning of the Securities Act or the Exchange Act and each affiliate of any Underwriter
within the meaning of Rule&nbsp;405 under the Securities Act from and against any losses, damages or
liabilities, joint or several, to which that Underwriter, director, officer, employee, agent,
controlling person or affiliate may become subject under the Securities Act or otherwise, insofar
as such losses, damages or liabilities (or actions or claims in respect thereof) arise out of or
are based upon (i)&nbsp;an untrue statement or alleged untrue statement of a material fact contained in
(A)&nbsp;the Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package,
any Issuer Free Writing Prospectus or any amendment or supplement thereto, any &#147;road show&#148; (as
defined in Rule&nbsp;433 under the Securities Act) not constituting an Issuer Free Writing Prospectus (a
&#147;<U>Non-Prospectus Road Show</U>&#148;) or (B)&nbsp;any Blue Sky application or other document prepared or
executed by the Partnership, the General Partner or any of the Partnership&#146;s subsidiaries (or based
upon any written information furnished by the Partnership, the General Partner or any of the
Partnership&#146;s subsidiaries) or (ii)&nbsp;the omission or alleged omission to state in the Registration
Statement, any Preliminary Prospectus, the Prospectus, the Disclosure
</DIV>




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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Package, any Issuer Free
Writing Prospectus or any amendment or supplement thereto or in any Non-Prospectus Road Show a
material fact required to be stated therein or necessary to make the statements therein, in light
of the circumstances in which they were made, not misleading, and will reimburse each of the
Underwriters for any reasonable legal or other expenses incurred by such Underwriter in connection with investigating, preparing, pursuing or defending
against or appearing as a third party witness in connection with any such loss, damage, liability,
action or claim, including, without limitation, any investigation or proceeding by any governmental
agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to
the indemnified party, as such expenses are incurred (including such losses, damages, liabilities
or expenses to the extent of the aggregate amount paid in settlement of any such action or claim,
provided that (subject to Section 8(c) hereof) any such settlement is effected with the written
consent of the Partnership); <I>provided</I>, <I>however</I>, that the Issuers and the Operating Partnership
shall not be liable in any such case to the extent, but only to the extent, that any such loss,
damage or liability arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, the
Prospectus, the Disclosure Package, any Issuer Free Writing Prospectus or any amendment or
supplement thereto or any Blue Sky application or any Non-Prospectus Road Show, in reliance upon
and in conformity with written information relating to the Underwriters furnished to the
Partnership by the Representative, expressly for use in the preparation thereof. The indemnity
agreement set forth in this Section 8(a) shall be in addition to any liabilities that the Issuers
or the Operating Partnership may otherwise have.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <I>Indemnification of the Issuers, Directors and Officers. </I>Each of the Underwriters,
severally and not jointly, will indemnify and hold harmless the Issuers, the Operating Partnership
and their respective officers, supervisors, employees and agent, each person, if any, who controls
the Issuers or the Operating Partnership within the meaning of the Securities Act or the Exchange
Act from and against any losses, damages or liabilities to which the Issuers or the Operating
Partnership may become subject under the Securities Act or otherwise, insofar as such losses,
damages or liabilities (or actions or claims in respect thereof) arise out of or are based upon (i)
an untrue statement or alleged untrue statement of a material fact contained in (A)&nbsp;the
Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, any
Issuer Free Writing Prospectus or any amendment or supplement thereto or in any Non-Prospectus Road
Show or (B)&nbsp;any Blue Sky application or (ii)&nbsp;the omission or alleged omission to state in the
Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, any
Issuer Free Writing Prospectus or any amendment or supplement thereto a material fact required to
be stated therein or necessary to make the statements therein, in light of the circumstances in
which they were made, not misleading, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was made in the
Registration Statement, any Preliminary Prospectus, the Prospectus, the Disclosure Package, any
Issuer Free Writing Prospectus or any amendment or supplement thereto, any Blue Sky application or
any Non-Prospectus Road Show, in reliance upon and in conformity with written information relating
to the Underwriters furnished to the Issuers by the Underwriters, expressly for use in the
preparation thereof, and will reimburse the Issuers and the Operating Partnership for any
reasonable legal or other expenses incurred by the Issuers and the Operating Partnership in
connection with investigating or defending any such action or claim as such expenses are incurred
(including such losses, damages, liabilities or expenses to the extent of the
</DIV>



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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">aggregate amount paid
in settlement of any such action or claim, provided that (subject to Section 8(c) hereof) any such
settlement is effected with the written consent of the Underwriters). The Issuers and the
Operating Partnership hereby acknowledge that the only information that the Underwriters have
furnished to the Issuers through the Representatives expressly for use in the Registration
Statement, any Issuer Free Writing Prospectus, any Preliminary Prospectus or the
Prospectus (or any amendment or supplement thereto) are the statements set forth the first and
second sentences of the third paragraph under the caption &#147;Underwriting&#148; in the Prospectus. The
indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that the
Underwriters may otherwise have.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <I>Notifications and Other Indemnification Procedures. </I>Promptly after receipt by an
indemnified party under Section 8(a) or 8(b) hereof of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying
party under Section 8(a) or 8(b) hereof, notify each such indemnifying party in writing of the
commencement thereof, but the failure so to notify such indemnifying party shall not relieve such
indemnifying party from any liability except to the extent that it has been prejudiced in any
material respect by such failure or from any liability that it may have to any such indemnified
party otherwise than under Section 8(a) or 8(b) hereof. In case any such action shall be brought
against any such indemnified party and it shall notify each indemnifying party of the commencement
thereof, each such indemnifying party shall be entitled to participate therein and, to the extent
that it shall wish, jointly with any other indemnifying party under Section 8(a) or 8(b) hereof
similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified
party (who shall not, except with the consent of such indemnified party, be counsel to such
indemnifying party) and, after notice from such indemnifying party to such indemnified party of its
election so to assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party under Section 8(a) or 8(b) hereof for any legal expenses of other counsel or any
other expenses, in each case subsequently incurred by such indemnified party, in connection with
the defense thereof other than reasonable costs of investigation. The indemnified party shall have
the right to employ its own counsel in any such action, but the fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i)&nbsp;the employment of counsel by such
indemnified party at the expense of the indemnifying party has been authorized by the indemnifying
party, (ii)&nbsp;the indemnified party shall have been advised by such counsel that there may be a
conflict of interest between the indemnifying party and the indemnified party in the conduct of the
defense, or certain aspects of the defense, of such action (in which case the indemnifying party
shall not have the right to direct the defense of such action with respect to those matters or
aspects of the defense on which a conflict exists or may exist on behalf of the indemnified party)
or (iii)&nbsp;the indemnifying party shall not in fact have employed counsel reasonably satisfactory to
such indemnified party to assume the defense of such action, in any of which events such fees and
expenses to the extent applicable shall be borne, and shall be paid as incurred, by the
indemnifying party. If at any time such indemnified party shall have requested such indemnifying
party under Section 8(a) or 8(b) hereof to reimburse such indemnified party for fees and expenses
of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature
contemplated by Section 8(a) or 8(b) hereof effected without its written consent if (i)&nbsp;such
settlement is entered into more than 60&nbsp;days after receipt by such indemnifying party of such
request for reimbursement, (ii)&nbsp;such indemnifying party shall have received notice of the terms of
such settlement at least 45&nbsp;days prior to such settlement being entered into
</DIV>




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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and (iii)&nbsp;such
indemnifying party shall not have reimbursed such indemnified party in accordance with such request
for reimbursement prior to the date of such settlement. No such indemnifying party shall, without
the written consent of such indemnified party, effect the settlement or compromise of, or consent
to the entry of any judgment with respect to, any pending or threatened action or claim in respect
of which indemnification or contribution may be sought hereunder (whether or not such indemnified
party is an actual or potential party to such action or
claim) unless such settlement, compromise or judgment (A)&nbsp;includes an unconditional release of
such indemnified party from all liability arising out of such action or claim and (B)&nbsp;does not
include a statement as to or an admission of fault, culpability or a failure to act, by or on
behalf of any such indemnified party. In no event shall such indemnifying parties be liable for the
fees and expenses of more than one counsel, other than one local counsel, for all such indemnified
parties in connection with any one action or separate but similar or related actions in the same
jurisdiction arising out of the same general allegations or circumstances.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. <U>Contribution</U>. If the indemnification provided for in Section&nbsp;8 is unavailable to
or insufficient to indemnify or hold harmless an indemnified party under Section 8(a) or 8(b)
hereof in respect of any losses, damages or liabilities (or actions or claims in respect thereof)
referred to therein, then each indemnifying party under Section 8(a) or 8(b) hereof shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
damages or liabilities (or actions or claims in respect thereof) in such proportion as is
appropriate to reflect the relative benefits received by the Issuers and the Operating Partnership,
on the one hand, and the Underwriters, on the other hand, from the offering of the Notes. If,
however, the allocation provided by the immediately preceding sentence is not permitted by
applicable law or if the indemnified party failed to give the notice required under Section 8(c)
hereof and such indemnifying party was prejudiced in a material respect by such failure, then each
such indemnifying party shall contribute to such amount paid or payable by such indemnified party
in such proportion as is appropriate to reflect not only such relative benefits but also the
relative fault, as applicable, of the Issuers and the Operating Partnership, on the one hand, and
the Underwriters, on the other hand, in connection with the statements or omissions that resulted
in such losses, damages or liabilities (or actions or claims in respect thereof), as well as any
other relevant equitable considerations. The relative benefits received by, as applicable, the
Issuers, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the
same proportion as the total gross proceeds from such offering (before deducting expenses) received
by the Issuers bear to the total underwriting discounts and commissions received by the
Underwriters. The relative fault, as applicable, of the Issuers and the Operating Partnership, on
the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Issuers and the
Operating Partnership, on the one hand, or the Underwriters, on the other hand, and the parties&#146;
relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Issuers, the Operating Partnership and the Underwriters agree that it
would not be just and equitable if contribution pursuant to this Section&nbsp;9 were determined by pro
rata allocation or by any other method of allocation that does not take account of the equitable
considerations referred to above in this Section&nbsp;9. The amount paid or payable by such an
indemnified party as a result of the losses, damages or liabilities (or actions or claims in
respect thereof) referred to above in this Section&nbsp;9 shall be deemed to include any legal or other
expenses incurred by such indemni-
</DIV>


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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">fied party in connection with investigating or defending any such
action or claim. Notwithstanding the provisions of this Section&nbsp;9, no Underwriter shall be required
to contribute any amount in excess of the amount by which the total price at which the Notes
underwritten by it and distributed to the public were offered to the public exceeds the amount of
any damages that such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of fraudulent
misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution
from any person who was not guilty of such fraudulent misrepresentation.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The obligations of the Issuers and the Operating Partnership under this Section&nbsp;9 shall be in
addition to any liability that the Issuers or the Operating Partnership may otherwise have and
shall extend, upon the same terms and conditions, to each officer, director, employee, agent or
other representative of each Underwriter and to each person, if any, who controls any Underwriter
within the meaning of the Securities Act; and the obligations of each of the Underwriters under
this Section&nbsp;9 shall be in addition to any liability that the respective Underwriter may otherwise
have and shall extend, upon the same terms and conditions, to each officer and supervisor who
signed the Registration Statement and to each person, if any, who controls the Issuers or the
Operating Partnership within the meaning of the Securities Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. <U>Default of One or More of the Several Underwriters</U>. If, on the Closing Date, any
one or more of the several Underwriters shall fail or refuse to purchase Notes that it or they have
agreed to purchase hereunder on such date, and the aggregate principal amount of Notes which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10%
of the aggregate principal amount of the Notes to be purchased on such date, the other Underwriters
shall be obligated, severally, in the proportions that the principal amount of Notes to be
purchased set forth opposite their respective names on <U>Schedule&nbsp;A</U> bears to the aggregate
principal amount of Notes set forth opposite the names of all such non-defaulting Underwriters, or
in such other proportions as may be specified by the Representative with the consent of the
non-defaulting Underwriters, to purchase the Notes which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase on such date. If, on the Closing Date, any
one or more of the Underwriters shall fail or refuse to purchase Notes and the principal amount of
Notes with respect to which such default occurs exceeds 10% of the principal amount of Notes to be
purchased on such date, and arrangements satisfactory to the Representative and the Issuers for the
purchase of such Notes are not made within 48 hours after such default, this Agreement shall
terminate without liability of any party to any other party except that the provisions of Section
5, Section&nbsp;7, Section&nbsp;8, Section&nbsp;9, Section&nbsp;13 and Section&nbsp;17 shall at all times be effective and
shall survive such termination. In any such case either the Representative or the Issuers shall
have the right to postpone the Closing Date, but in no event for longer than seven days in order
that the required changes, if any, to the Registration Statement, any Issuer Free Writing
Prospectus, the Preliminary Prospectus or the Prospectus or any other documents or arrangements may
be effected. As used in this Agreement, the term &#147;Underwriter&#148; shall be deemed to include any
person substituted for a defaulting Underwriter under this Section&nbsp;10. Any action taken under this
Section&nbsp;10 shall not relieve any defaulting Underwriter from liability in respect of any default of
such Underwriter under this Agreement.
</DIV>



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</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. <U>Termination of This Agreement</U>. Prior to the Closing Date this Agreement may
be terminated by the Representative by notice given to the Issuers if at any time (i)&nbsp;trading or
quotation in any of the Issuers&#146; securities shall have been suspended or limited by the Commission
or by the Nasdaq Global Market; (ii)&nbsp;trading in securities generally on the New York Stock Exchange
or the Nasdaq Global Market shall have been suspended or limited, or minimum or maximum prices
shall have been generally established on any of such stock exchanges by the Commission or FINRA;
(iii)&nbsp;a general banking moratorium shall have been declared by federal or New York authorities or a
material disruption in commercial banking or securities settlement or clearance services in the
United States has occurred; (iv)&nbsp;in the judgment of the Representative there shall have occurred
any Material Adverse Change; or (v)&nbsp;there shall have occurred any outbreak or escalation of
national or international hostilities or any crisis or calamity, or any change in the United States
or international financial markets, or any substantial change or development involving a
prospective substantial change in United States&#146; or international political, financial or economic
conditions, as in the judgment of the Representative is material and adverse and makes it
impracticable or inadvisable to market the Notes in the manner and on the terms described in the
Disclosure Package or the Prospectus or to enforce contracts for the sale of securities. Any
termination pursuant to this Section&nbsp;11 shall be without liability on the part of (a)&nbsp;the Issuers
or the Operating Partnership to any Underwriter, except that the Issuers and the Operating
Partnership shall be obligated to reimburse the expenses of the Representative and the Underwriters
pursuant to Sections&nbsp;5, 7, 8 and 9 hereof or (b)&nbsp;any Underwriter to the Issuers and the Operating
Partnership.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. <U>No Advisory or Fiduciary Responsibility</U>. The Issuers and the Operating
Partnership acknowledge and agree that: (i)&nbsp;the purchase and sale of the Notes pursuant to this
Agreement, including the determination of the public offering price of the Notes and any related
discounts and commissions, is an arm&#146;s-length commercial transaction between the Issuers, on the
one hand, and the several Underwriters, on the other hand, and the Issuers and the Operating
Partnership are capable of evaluating and understanding and understand and accept the terms, risks
and conditions of the transactions contemplated by this Agreement; (ii)&nbsp;in connection with each
transaction contemplated hereby and the process leading to such transaction each Underwriter is and
has been acting solely as a principal and is not the financial advisor, agent or fiduciary of the
Issuers, the Operating Partnership, or any of their respective affiliates, stockholders, creditors
or employees or any other party; (iii)&nbsp;no Underwriter has assumed or will assume an advisory,
agency or fiduciary responsibility in favor of the Issuers or the Operating Partnership with
respect to any of the transactions contemplated hereby or the process leading thereto (irrespective
of whether such Underwriter has advised or is currently advising the Issuers or the Operating
Partnership on other matters) and no Underwriter has any obligation to the Issuers or the Operating
Partnership with respect to the offering contemplated hereby except the obligations expressly set
forth in this Agreement; (iv)&nbsp;the several Underwriters and their respective affiliates may be
engaged in a broad range of transactions that involve interests that differ from those of the
Issuers and the Operating Partnership and that the several Underwriters have no obligation to
disclose any of such interests by virtue of any advisory, agency or fiduciary relationship; and (v)
the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to
the offering contemplated hereby and the Issuers and the Operating Partnership have consulted their
own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.
</DIV>





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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement supersedes all prior agreements and understandings (whether written or oral)
between the Issuers, the Operating Partnership and the several Underwriters, or any of them, with
respect to the subject matter hereof. The Issuers and the Operating Partnership hereby waive and
release, to the fullest extent permitted by law, any claims that the Issuers and the Operating
Partnership may have against the several Underwriters with respect to any breach or alleged breach
of agency or fiduciary duty.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. <U>Representations and Indemnities to Survive Delivery</U>. The respective indemnities,
agreements, representations, warranties and other statements of the Issuers, the Operating
Partnership, their respective officers and of the several Underwriters set forth in or made
pursuant to this Agreement will remain operative and in full force and effect, regardless of any
(A)&nbsp;investigation, or statement as to the results thereof, made by or on behalf of any Underwriter,
the officers or employees of any Underwriter, or any person controlling the Underwriter or (B)
acceptance of the Notes and payment for them hereunder. The provisions of Section&nbsp;5, Section&nbsp;7,
Section&nbsp;8, Section&nbsp;9, this Section&nbsp;13 and Section&nbsp;17 hereof shall survive the termination or
cancellation of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;14. <U>Notices</U>. All communications hereunder shall be in writing and shall be mailed,
hand delivered or telecopied and confirmed to the parties hereto as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">If to the Representative:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Banc of America Securities LLC<BR>
One Bryant Park<BR>
New York, NY 10036<BR>
Facsimile: (212)&nbsp;901-7897<BR>
Attention: Legal Department

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">And (which shall not constitute notice)

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Cahill Gordon &#038; Reindel LLP

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Eighty Pine Street<BR>
New York, NY 10005<BR>
Facsimile: (212)&nbsp;378-2169<BR>
Attention: James J. Clark, Esq.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">If to the Issuers:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Suburban Propane Partners, L.P.<BR>
240 Route 10 West<BR>
Whippany, NJ 07981<BR>
Facsimile: (973)&nbsp;503-9395<BR>
Attention: A. Davin D&#146;Ambrosio, Vice President and Treasurer

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">And (which shall not constitute notice)

</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 4%">Proskauer Rose LLP<BR>
1585 Broadway<BR>
New York, NY 10036<BR>
Facsimile: (212)&nbsp;969-2900<BR>
Attention: Charles E. Dropkin, Esq.

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any party hereto may change the address for receipt of communications by giving written notice
to the others.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;15. <U>Successors and Assigns</U>. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Underwriters pursuant to Section&nbsp;10
hereof, and to the benefit of (i)&nbsp;the Issuers, the Operating Partnership, their respective
directors, any person who controls the Issuers or the Operating Partnership within the meaning of
the Securities Act and the Exchange Act and any officer of the Issuers who signed the Registration
Statement, (ii)&nbsp;the Underwriters, the officers, directors, employees and agents of the
Underwriters, and each person, if any, who controls any Underwriter within the meaning of the
Securities Act and the Exchange Act, and (iii)&nbsp;the respective successors and assigns of any of the
above, all as and to the extent provided in this Agreement, and no other person shall acquire or
have any right under or by virtue of this Agreement. The term &#147;successors and assigns&#148; shall not
include a purchaser of any of the Notes from any of the several Underwriters merely because of such
purchase.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;16. <U>Partial Unenforceability</U><I>. </I>The invalidity or unenforceability of any Section,
paragraph or provision of this Agreement shall not affect the validity or enforceability of any
other Section, paragraph or provision hereof. If any Section, paragraph or provision of this
Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be
made such minor changes (and only such minor changes) as are necessary to make it valid and
enforceable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;17. <U>Governing Law Provisions</U><I>. </I>THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CHOICE OF LAW OR CONFLICTS OF LAWS PRINCIPLES THEREOF.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;18. <U>Consent to Jurisdiction</U><I>. </I>Any legal suit, action or proceeding arising out of or
based upon this Agreement or the transactions contemplated hereby (&#147;<B>Related Proceedings</B>&#148;) may be
instituted in the federal courts of the United States of America located in the City and County of
New York or the courts of the State of New York in each case located in the City and County of New
York (collectively, the &#147;<B>Specified Courts</B>&#148;), and each party irrevocably submits to the exclusive
jurisdiction (except for suits, actions, or proceedings instituted in regard to the enforcement of
a judgment of any Specified Court in a Related Proceeding (a &#147;<B>Related Judgment</B>&#148;), as to which such
jurisdiction is non-exclusive) of the Specified Courts in any Related Proceeding. Service of any
process, summons, notice or document by mail to such party&#146;s address set forth above shall be
effective service of process for any Related Proceeding brought in any Specified Court. The
parties irrevocably and unconditionally waive any objection to the laying of venue of any Related
Proceeding in the Specified Courts and irrevocably and uncondition-
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->-32-<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ally waive and agree not to plead
or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been
brought in an inconvenient forum.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;19. <U>General Provisions</U><I>. </I>This Agreement constitutes the entire agreement of the
parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations with respect to the subject matter hereof. This
Agreement may be executed in two or more counterparts, each one of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of
an executed counterpart of a signature page to this Agreement by telecopier, facsimile, email or
other electronic transmission (<U>i.e</U>., &#147;pdf&#148; or &#147;tif&#148;) shall be effective as delivery of a
manually executed counterpart of this Agreement. This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to benefit. The Section
headings herein are for the convenience of the parties only and shall not affect the construction
or interpretation of this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the parties hereto acknowledges that it is a sophisticated business person who was
adequately represented by counsel during negotiations regarding the provisions hereof, including,
without limitation, the indemnification provisions of Section&nbsp;8 and the contribution provisions of
Section&nbsp;9, and is fully informed regarding said provisions. Each of the parties hereto further
acknowledges that the provisions of Sections&nbsp;8 and 9 hereto fairly allocate the risks in light of
the ability of the parties to investigate the Issuers, the Operating Partnership, their respective
affairs and their respective business in order to assure that adequate disclosure has been made in
the Registration Statement, the Disclosure Package and the Prospectus (and any amendments and
supplements thereto), as required by the Securities Act and the Exchange Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;20. <U>USA Patriot Act</U>. In accordance with the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October&nbsp;26, 2001)), the Underwriters are required to
obtain, verify and record information that identifies their respective clients, including the
Issuers, which information may include the name and address of their respective clients, as well as
other information that will allow the Underwriters to properly identify their respective clients.
</DIV>




<P align="center" style="font-size: 10pt"><!-- Folio -->-33-<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the foregoing is in accordance with your understanding of our agreement, kindly sign and
return to the Issuers and the Operating Partnership the enclosed copies hereof, whereupon this
instrument, along with all counterparts hereof, shall become a binding agreement in accordance with
its terms.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Very truly yours,<br><BR>
SUBURBAN PROPANE PARTNERS, L.P.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Michael J. Dunn, Jr.</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Michael J. Dunn, Jr.</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">President and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">SUBURBAN ENERGY FINANCE CORP.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Michael J. Dunn, Jr.</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Michael J. Dunn, Jr.</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">President</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">SUBURBAN PROPANE, L.P.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Michael J. Dunn, Jr.</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left">Michael J. Dunn, Jr.</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">President and Chief Executive Officer</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The foregoing Agreement is hereby confirmed and accepted by the Representative as of the date
first above written.
</DIV>


<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>

    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>
</TR>
<TR>

    <TD colspan="3" align="left"><B>BANC OF AMERICA SECURITIES LLC</B><BR>
Acting as Representative of the<BR>
several Underwriters named in<BR>
the attached <u>Schedule&nbsp;A</u>.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" align="left">&nbsp;</TD>
</TR><TR>

    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" align="left">BANC OF AMERICA SECURITIES LLC
&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR>
<TR>

    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" align="left">&nbsp;</TD>
</TR><TR>

    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">
/s/ John Pantalena</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR><TR>

    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">John Pantalena<br>Vice President</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR><TR>

    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<P align="center" style="font-size: 10pt"><!-- Folio -->-34-<!-- /Folio -->
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SCHEDULE A</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Principal Amount of</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Notes</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>To Be</B></TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>Underwriters</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Purchased</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Banc of America Securities LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">100,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Goldman, Sachs &#038; Co.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">75,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"  style="background: #cceeff">
    <TD><DIV style="margin-left:15px; text-indent:-15px">RBS Securities Inc.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">37,500,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Wells Fargo Securities, LLC</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">&nbsp;</TD>
    <TD align="right">37,500,000</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom" style="background: #cceeff">
    <TD><DIV style="margin-left:30px; text-indent:-15px">Total</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right">$</TD>
    <TD align="right">225,000,000</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SCHEDULE B</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>Issuer Free Writing Prospectuses</B></U>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="47%"></TD>
    <TD width="5%"></TD>
    <TD width="47%"></TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top"><B>Free Writing Prospectus<BR>
(To the Preliminary Prospectus <BR>
Supplement dated March&nbsp;9, 2010)</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><IMG src="y03199y0319901.gif" alt="(SUBURBAN PROPANE)">
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">$250,000,000 7 3/8% Senior Notes due 2020
</DIV>

<DIV style="font-size: 1pt; width: 100%; border-bottom: 2pt solid black">&nbsp; </DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Term Sheet<BR>
March 10, 2010</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><B>Issuers:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Suburban Propane Partners, L.P. and Suburban Energy Finance
Corp.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Principal Amount:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">$250,000,000, which represents an increase of $25,000,000
from the preliminary prospectus supplement</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Title of Securities:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">7 3/8% Senior Notes due 2020&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Maturity:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;15, 2020&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Offering Price:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">99.136%&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Coupon</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">7.375%&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Yield to Maturity:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">7.500%&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Interest Payment Dates:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;15 and September&nbsp;15, commencing September&nbsp;15, 2010&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Record Dates:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March 1 and September 1&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><B>Optional Redemption:</B>
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Make-whole call at T&#043; 50 bps at any time prior to March&nbsp;15,
2015.&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">On or after March&nbsp;15, 2015, at the prices set forth below
beginning on March&nbsp;15 of the years set forth below, plus
accrued and unpaid interest:</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="RIGHT">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="58%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Year</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="2" style="border-bottom: 1px solid #000000"><B>Price</B></TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2015</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">103.688</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2016</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">102.458</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2017</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">101.229</TD>
    <TD nowrap>%</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">2018 and thereafter</DIV></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left">&nbsp;</TD>
    <TD align="right">100.000</TD>
    <TD nowrap>%</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Equity Clawback:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Up to 35% at 107.375% prior to March&nbsp;15, 2013.&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Joint Book-Running Managers:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Banc of America Securities LLC <BR>
Goldman, Sachs &#038; Co.</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<P>
<DIV style="font-size: 1pt; width: 100%; border-bottom: 2pt solid black">&nbsp; </DIV>


<DIV style="font-size: 1pt; width: 100%; border-bottom: 2pt solid black">&nbsp; </DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="38%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="58%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Co-Managers:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">RBS Securities Inc. <BR>
Wells Fargo Securities, LLC</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Trade Date:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;10, 2010&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Settlement Date:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">March&nbsp;23, 2010 (T&#043;9)</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Distribution:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Registered Offering</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Net Proceeds:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">We estimate that the net proceeds of this offering, after
deducting underwriting discounts and commission and estimated
offering expenses from the sale of the notes will be
approximately $242.3&nbsp;million.</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>CUSIP Number:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">864486 AC9&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>ISIN Number:</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">US864486AC99&nbsp;</TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The issuers have filed a registration statement (including a prospectus) with the Securities and
Exchange Commission for the offering to which this communication relates. Before you invest, you
should read the prospectus in that registration statement, the preliminary prospectus supplement
and other documents the issuers have filed with the SEC for more complete information about the
issuers and this offering. You may get these documents for free by visiting the Next-Generation
EDGAR System on the SEC web site at <I>www.sec.gov</I>. Alternatively, the issuers or any underwriter
will arrange to send you the prospectus if you request it by calling either of the Joint
Book-Running Managers at the numbers below:
</DIV>

<DIV align="CENTER">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="82%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Banc of America Securities LLC</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom"><B><FONT style="white-space: nowrap">800-294-1322</FONT></B></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><B>Goldman, Sachs &#038; Co.</B>
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="bottom"><B>866-471-2526</B></TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The information in this communication supersedes the information in the preliminary prospectus
supplement to the extent it is inconsistent with such information. Before you invest, you should
read the preliminary prospectus supplement (including the documents incorporated by reference
therein) for more information concerning the Issuers and the Notes.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><B>Any disclaimers or other notices that may appear below are not applicable to this communication and
should be disregarded. Such disclaimers or other notices were automatically generated as a result
of this communication being sent via Bloomberg email or another communication system.</B></DIV>


<P>
<DIV style="font-size: 1pt; width: 100%; border-bottom: 2pt solid black">&nbsp; </DIV>




<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SCHEDULE C</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>Operating Subsidiaries</B></U>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Entity:</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Foreign Qualifications:</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban LP Holding, Inc. (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">N/A</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban LP Holding, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">N/A</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Energy Finance Corp. (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">N/A</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Sales &#038; Services, Inc. (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Alabama, Alaska, Arizona, Arkansas,<BR>
California, Connecticut, Florida,<BR>
Georgia, Idaho, Illinois, Iowa, Kansas,<BR>
Kentucky, Louisiana, Maine, Maryland,<BR>
Massachusetts, Minnesota, Mississippi,<BR>
Missouri, Montana, Nevada, New Jersey,<BR>
New Mexico, New York, North Carolina,<BR>
North Dakota, Ohio, Oklahoma, Oregon,<BR>
Pennsylvania, South Carolina, Tennessee,<BR>
Texas, Utah, Vermont, Virginia,<BR>
Washington, West Virginia, Wisconsin,<BR>
Wyoming</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Agway Energy Services, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York, Pennsylvania</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Heating Oil Partners, LLC<BR>
(Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">All 50 states and the District of Columbia</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Gas Connection, LLC (Oregon)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Jersey, Maryland</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Franchising, LLC (Nevada)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Arizona, California, Florida, New Jersey,<BR>
New York, North Carolina, South Carolina,<BR>
Virginia</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SCHEDULE D</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><U><B>Non-Operating Subsidiaries</B></U>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Entity:</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Foreign Qualifications:</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Plumbing New Jersey LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Jersey</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Albany Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Butler Monroe Street Property, LLC
(Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Canton Route 11 Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Chambersburg Fifth Avenue Property, LLC
(Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Ellenburg Depot Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Gettysburg Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Lewistown Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban MA Surplus Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Massachusetts</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Marcy Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Middletown North Street Property, LLC
(Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban New Milford Smith Street Property, LLC
(Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban NJ Property Acquisitions, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Jersey</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban NJ Surplus Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Jersey</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban NY Property Acquisitions, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban NY Surplus Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban PA Property Acquisitions, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban PA Surplus Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Rochester Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Sodus Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Temple Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Towanda Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Pennsylvania</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Entity:</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Foreign Qualifications:</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Verbank Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Vineland Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Jersey</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban VT Property Acquisitions, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Hampshire, Vermont</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Walton Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New York</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Suburban Washington Property, LLC (Delaware)
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">New Jersey</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;A</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Form of Opinion of Counsel for the Issuers</B>
</DIV>






<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Based upon and subject to the foregoing and the limitations and qualifications set forth
below, we are of the opinion as follows:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. Each of the Delaware Entities is a validly existing limited partnership, limited
liability company or corporation, in good standing under the laws of the State of Delaware,
with the limited partnership, limited liability company or corporate power and authority, as
the case may be, to own its properties and conduct its business as described in the
Registration Statement, the Disclosure Package and the Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2. The Notes are in the form contemplated by the Indenture, have been duly authorized
and executed by the Issuers and, when authenticated by the Trustee in the manner provided in
the Indenture (assuming the due authorization, execution and delivery of the Indenture by
the Trustee) and delivered against payment of the purchase price therefor in accordance with
the Underwriting Agreement, will constitute valid and binding obligations of the Issuers,
enforceable against the Issuers in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar
laws relating to or affecting enforcement of the rights and remedies of creditors or by
general principles of equity and will be entitled to the benefits of the Indenture.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3. Each of the Partnership and the Corporation has requisite limited partnership or
corporate power and authority, as applicable, to execute and issue the Notes to be sold
pursuant to the Underwriting Agreement in accordance with and upon the terms and conditions
set forth in the Underwriting Agreement, the Indenture, the Partnership Agreement, the
By-laws of the Corporation, the Registration Statement, the Disclosure Package and the
Prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4. Except as otherwise disclosed in the Registration Statement, the Disclosure Package
and the Prospectus, there are no contracts, agreements or understandings known to us between
the Delaware Entities and any person granting such person the right to require the
Partnership to file a registration statement under the Securities Act of 1933, as amended
(the &#147;<U>1933 Act</U>&#148;), with respect to any securities of the Partnership owned or to be
owned by such person or to require the Partnership to include such securities in the
securities registered pursuant to the Registration Statement or pursuant to any other
registration statement filed by the Partnership under the 1933 Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5. No consent, approval, authorization or order of, or filing with, any New York or
U.S. federal governmental agency, body or court or with any Delaware governmental agency,
body or court pursuant to the DRULPA, the DLLCA or the DGCL, in each case as applicable to
the Suburban Parties, is required to be obtained or made (a)&nbsp;by the Partnership or the
Corporation in connection with the offering, issuance and sale by the Partnership and the
Corporation of the Notes, (b)&nbsp;by the Suburban Parties in connection with the execution,
delivery and performance of the Underwriting Agreement on the part of the Suburban Parties,
or (c)&nbsp;by the Suburban Parties in connection with the consummation of the transactions
contemplated by the Underwriting Agreement in
connection with the sale of the Notes, except,
in each case (i)&nbsp;in respect of state securities or &#147;blue sky&#148; laws and applicable rules and
regulations under such laws, as to which we
express no opinion, and (ii)&nbsp;for such consents, approvals, authorizations, orders or
filings that have been obtained or made.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6. The statements in the Disclosure Package and the Prospectus under the captions
&#147;Description of Other Indebtedness,&#148; &#147;Description of the Notes,&#148; and &#147;Certain United States
Federal Income Tax Considerations&#148; insofar as such statements constitute matters of law or
summaries of documents, fairly present and summarize, in all material respects, the matters
referred to therein.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7. None of the offering, issuance and sale by the Partnership and the Corporation of
the Notes, the execution and delivery of the Indenture by the Partnership and the
Corporation, the execution, delivery and performance of the Underwriting Agreement by the
Suburban Parties and the consummation of the transactions therein contemplated by the
Suburban Parties (a)&nbsp;constitutes or will constitute a breach or violation of any of the
terms and provisions of, or constitute a default under, any agreement filed or incorporated
by reference as an Exhibit to the Partnership&#146;s (i)&nbsp;annual report on Form 10-K for the
fiscal year ended September&nbsp;26, 2009, (ii)&nbsp;quarterly reports on Form 10-Q filed with the SEC
since September&nbsp;26, 2009, or (iii)&nbsp;current reports on Form 8-K filed with the SEC since
September&nbsp;26, 2009, (b)&nbsp;violates or will violate the DRULPA, the DLLCA, the DGCL or U.S.
federal law or New York law, or (c)&nbsp;violates any judgment, regulation, order or decree known
to us of any court, regulatory body, administrative agency, governmental body, arbitrator or
other authority having jurisdiction over the Suburban Parties or any of their properties,
<U>provided</U>, <U>however</U>, that no opinion is expressed pursuant to this paragraph
with respect to federal or state securities laws, tax laws or antifraud laws.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8. The Registration Statement is an &#147;automatic shelf registration statement&#148; (as
defined in Rule&nbsp;405 of the 1933 Act), and the Partnership is a well known, seasoned issuer
(as defined in said Rule&nbsp;405). The Registration Statement, having been filed, is effective.
To our knowledge, (a)&nbsp;no stop order suspending the effectiveness of the Registration
Statement or any part thereof has been issued and no proceedings for that purpose have been
instituted or are pending or contemplated or threatened by the Commission, and (b)&nbsp;the
Issuers have not received from the Commission any notice pursuant to Rule&nbsp;401(g)(2) of the
Securities Act objecting to use of the automatic shelf registration statement form. Any
required filing of the Preliminary Prospectus and the Prospectus pursuant to Rule 424(b) of
the Securities Act has been made in the manner and within the time period required by Rule
424(b) of the Securities Act. Any required filing of the Final Term Sheet and any other
&#147;issuer free writing prospectus&#148; mutually expressly agreed by the Issuers and you pursuant
to Section&nbsp;4 of the Underwriting Agreement to be used by the Issuers and of which such
counsel has actual knowledge has been made in the manner and within the time period required
by Rule&nbsp;433 of the Securities Act.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9. Each of the Registration Statement, the Disclosure Package and the Prospectus
(except for the financial statements and the notes and schedules thereto and

the other
financial and accounting information included therein, as to which we express no opinion),
as of their respective effective or issue dates, appears on its face to have
complied as to form in all material respects with the requirements of the 1933 Act and
the rules and regulations promulgated thereunder.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;10. The Underwriting Agreement has been duly authorized, executed and delivered by the
Suburban Parties.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;11. The Indenture has been duly authorized, executed and delivered by the Issuers and
(assuming the due authorization, execution and delivery thereof by the Trustee) constitutes
a valid and binding agreement of the Issuers, enforceable against the Issuers in accordance
with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general principles of equity.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;12. Neither the offering, issuance and sale by the Partnership and the Corporation of
the Notes nor the execution and delivery of the Underwriting Agreement by the Partnership
and the Corporation violates the Partnership Agreement or the By-laws of the Corporation, as
applicable. The execution and delivery of the Underwriting Agreement by the Operating
Partnership does not violate the OP Partnership Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;13. None of the Suburban Parties, after giving effect to the offering and sale of the
Notes and the application of the proceeds therefrom, will be an &#147;investment company&#148; as such
term is defined in the Investment Company Act of 1940, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the course of the preparation of the Registration Statement, the Disclosure Package and the
Prospectus, we have participated in conferences with certain officers and representatives of the
Partnership, OP, and the Corporation, representatives of the independent registered public
accounting firm for the Partnership, and representatives of, and counsel for, the Underwriters, at
which the contents of the Registration Statement, the Disclosure Package and the Prospectus and any
supplements or amendments thereto and related matters were discussed and, although we are not
passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the
statements contained or incorporated by reference in the Registration Statement, the Disclosure
Package and the Prospectus except for as provided in Paragraph&nbsp;6 of our opinion to you of even date
herewith and any supplements or amendments thereto, on the basis of the foregoing, nothing has come
to our attention that led us to believe that (i)&nbsp;the Registration Statement, at the time it became
effective, contained an untrue statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements therein not misleading, (ii)&nbsp;the
Disclosure Package, as of the Applicable Time, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading or (iii)&nbsp;the Prospectus, as of its date and the date hereof, contained or contains
an untrue statement of a material fact or omitted or omits to state a material fact required to be
stated therein necessary to make the statements therein, in light of the circumstances under which
they were made, not misleading (it being understood that we make no comment and express no opinion
with respect to (i)&nbsp;the financial statements and related notes and schedules thereto and the
auditors&#146; report thereon, or any other
financial and accounting data or information included in,
omitted therefrom or derived therefrom contained or incorporated by reference in the Registration
Statement, the Disclosure Package or
the Prospectus, or (ii)&nbsp;representations and warranties included in the exhibits to the
Registration Statement and representations and warranties included in any of the Incorporated
Documents).
</DIV>



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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;B</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Form of General Counsel Opinion</B>
</DIV>




<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;Each of the entities described in clauses (i)-(xii) above (the &#147;<U>SP
Entities</U>&#148;) is duly organized and is duly registered or qualified to do business and is
in good standing as a foreign limited partnership, foreign limited liability company or
foreign corporation, as the case may be, in each jurisdiction in which its ownership or
lease of property or the conduct of its businesses requires such registration or
qualification, except where the failure so to register or qualify would not have a Material
Adverse Change.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The Sole Member owns 100% of the outstanding limited liability company interests in
the General Partner; all of such interests have been duly authorized and validly issued in
accordance with the Second Amended and Restated Limited Liability Company Agreement of the
General Partner (&#147;<U>General Partner LLC Agreement</U>&#148;) and are fully paid (to the extent
required under the General Partner LLC Agreement) and non-assessable (except as such
non-assessability may be affected by Sections&nbsp;18-607 and 18-804 of the Delaware LLC Act),
and to my knowledge the Sole Member owns such interests free and clear of all liens,
encumbrances (except as described in the Registration Statement, the Disclosure Package and
the Final Prospectus), security interests, equities, charges or claims (i)&nbsp;in respect of
which a financing statement under the Uniform Commercial Code of the State of Delaware
naming the Sole Member as debtor is on file as of a recent date in the office of the
Secretary of State of the State of Delaware or (ii)&nbsp;otherwise known to me, other than those
created by or arising under the Delaware LLC Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The General Partner owns 100% of the outstanding general partner interests in the
Operating Partnership, the Partnership directly owns 99.9% of the outstanding limited
partner interests in the Operating Partnership and the Partnership indirectly owns 0.1% of
the outstanding limited partner interests in the Operating Partnership; all of such
interests have been duly authorized and validly issued in accordance with the Third Amended
and Restated Agreement of Limited Partnership of the Operating Partnership, as amended (the
&#147;<U>Operating Partnership LP Agreement</U>&#148;) and are fully paid (to the extent required
under the Operating Partnership LP Agreement) and non-assessable (except as such
non-assessability may be affected by Sections&nbsp;17-303, 17-607 and 17-804 of the Delaware LP
Act), and the General Partner and the Partnership own such interests free and clear of all
liens, encumbrances (except as described in the Registration Statement, the Disclosure
Package and the Final Prospectus and arising pursuant to that certain Credit Agreement and
related security agreements dated June&nbsp;26, 2009 to which it is a party), security interests,
equities, charges or claims (i)&nbsp;in respect of which a financing statement under the Uniform
Commercial Code of the State of Delaware naming either of them as debtor is on file as of a
recent date in the office of the Secretary of State of the State of Delaware or (ii)
otherwise known to me, without independent investigation, other than those created by or
arising under the Delaware LP Act.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The Partnership or the Operating Partnership owns, directly or indirectly, 100% of
the limited liability company interests or capital stock, as the case may be, in the
Operating Subsidiaries; all such interests have been duly authorized and validly issued in
accordance with the Organizational Documents of the respective Operating Subsidiaries,
and are fully paid (to the extent required under their respective limited liability company
agreement) and non-assessable (except as such non-assessability may be affected by Sections
18-607 and 18-804 of the Delaware LLC Act, in the case of a Delaware limited liability
company; Section&nbsp;63.235 of the Oregon Revised Statutes, in the case of an Oregon limited
liability company, and Section&nbsp;86.343 of the Nevada Revised Statutes, in the case of a
Nevada limited liability company), and the Partnership or the Operating Partnership owns
such interests free and clear of all liens, encumbrances, security interests, equities,
charges or claims (i)&nbsp;in respect of which a financing statement under the Uniform Commercial
Code of the State of Delaware naming the Partnership or the Operating Partnership as a
debtor is on file as of a recent date in the office of the Secretary of State of the State
of Delaware or (ii)&nbsp;otherwise known to me, without independent investigation, other than
those created by or arising under the Delaware LP Act, the Delaware LLC Act, the Delaware
General Corporation Law, the Oregon Revised Statutes and the Nevada Revised Statutes (except
as described in the Registration Statement, the Disclosure Package and the Final Prospectus
and arising pursuant to that certain Credit Agreement and related security agreements dated
June&nbsp;26, 2009 to which it is a party). The Partnership or the Operating Partnership owns,
directly or indirectly, 100% of the limited liability company interests in the Non-Operating
Subsidiaries; all such interests have been duly authorized and validly issued in accordance
with the Organizational Documents of the respective Non-Operating Subsidiaries, and are
fully paid (to the extent required under their respective limited liability company
agreement) and non-assessable (except as such non-assessability may be affected by Sections
18-607 and 18-804 of the Delaware LLC Act), and the Partnership or the Operating Partnership
owns such interests free and clear of all liens, encumbrances, security interests, equities,
charges or claims (i)&nbsp;in respect of which a financing statement under the Uniform Commercial
Code of the State of Delaware naming the Partnership or the Operating Partnership as a
debtor is on file as of a recent date in the office of the Secretary of State of the State
of Delaware or (ii)&nbsp;otherwise known to me, without independent investigation, other than
those created by or arising under the Delaware LP Act, the Delaware LLC Act and the Delaware
General Corporation Law (except as described in the Registration Statement, the Disclosure
Package and the Final Prospectus and arising pursuant to that certain Credit Agreement and
related security agreements dated June&nbsp;26, 2009 to which it is a party and except for such
liens, encumbrances, security interests, equities, charges and other claims, the existence
of which, would not, individually or in the aggregate, result in a Material Adverse Change
or materially impair the ability of the Partnership and the Operating Partnership to perform
their obligations under the Underwriting Agreement).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;Each of the Organizational Documents to which any of the SP Entities or any of their
respective affiliates is a party has been duly authorized and validly executed and delivered
by each of the SP Entities party thereto. Each of the applicable limited partnership
agreements (in the case of a limited partner) and the applicable limited liability company
agreements (in the case of a limited liability company) constitutes a valid and legally
binding agreement of the parties thereto, enforceable against each of them in accordance
with its respective terms, subject to (i)&nbsp;applicable bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other similar laws
relating to or affecting creditors&#146; rights generally and by general principles of
equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law) and (ii)&nbsp;public policy and other applicable laws relating to fiduciary duties and
indemnification and an implied covenant of good faith and fair dealing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;To my knowledge, (i)&nbsp;there are no legal or governmental proceedings pending or
threatened against any of the SP Entities or any of their respective affiliates or to which
any of the SP Entities or any of their respective affiliates is a party or to which any of
their respective properties is subject that are required to be described in the Registration
Statement, the Disclosure Package or the Prospectus but are not so described as required and
(ii)&nbsp;there are no agreements, contracts, indentures, leases or other instruments that are
required to be described in the Registration Statement, the Disclosure Package or the
Prospectus or to be filed as exhibits to the Registration Statement that are not described
or filed as required by the Securities Act or the Exchange Act Rules and Regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 2%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;To my knowledge, none of the offering, issuance and sale of the Notes by the
Issuers, the execution, delivery and performance of the Underwriting Agreement and the
Indenture by the Issuers and the Operating Partnership, as applicable, and the consummation
of the transactions therein contemplated by the Issuers results or will result in the
creation or imposition of any lien, charge or encumbrance upon any property or assets of any
of the SP Entities, which liens, charges or encumbrances would, individually or in the
aggregate, have a Material Adverse Change.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the course of the preparation of the Registration Statement, the Disclosure Package and the
Prospectus, I have participated in conferences with certain officers and representatives of the
Issuers and the Operating Partnership, representatives of the independent registered public
accounting firm for the Partnership, and representatives of, and counsel for, the Underwriters, at
which the contents of the Registration Statement, Disclosure Package and Prospectus and related
matters were discussed and, although I am not passing upon and do not assume any responsibility for
the accuracy, completeness or fairness of the statements contained or incorporated by reference in
the Registration Statement, Disclosure Package, and Prospectus on the basis of the foregoing,
nothing has come to my attention that led me to believe that (i)&nbsp;the Registration Statement, at the
time it became effective, contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading, (ii)&nbsp;the Disclosure Package, as of the Applicable Time, contained or contains an untrue
statement of a material fact or omitted or omits to state a material fact required to be stated
therein necessary in order to make the statements therein, in light of the circumstances in which
they were made, not misleading or (iii)&nbsp;the Prospectus, as of its date and the date hereof,
contained or contains an untrue statement of a material fact or omitted or omits to state a
material fact required to be stated therein necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (it being understood that I make no
comment and express no opinion with respect to (i)&nbsp;the financial statements and related notes and
schedules thereto and the auditors&#146; report thereon, or any other financial and accounting data or
information included in, omitted therefrom or derived therefrom contained or incorporated by
reference in the Registration Statement, the Disclosure Package or the
Prospectus, (ii)&nbsp;representations and warranties included in the exhibits to the Registration
Statement or representations and warranties included in any of the documents incorporated by
reference therein , or (iii)&nbsp;information furnished by the Underwriters.
</DIV>


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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit 10.1</B>
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXECUTION COPY</B>&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;
&nbsp;</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>DEALER MANAGER AND SOLICITATION AGENT AGREEMENT</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">March&nbsp;9, 2010
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Suburban Propane Partners, L.P.<BR>
Suburban Energy Finance Corp.<BR>
240 Route 10 West<BR>
Whippany, NJ 07981

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Attention: Michael J. Dunn Jr., President
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Ladies and Gentlemen:

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This dealer manager agreement (this &#147;Agreement&#148;) will confirm the understanding among Suburban
Propane Partners, L.P., a Delaware limited partnership (the &#147;Company&#148;), Suburban Energy Finance
Corp., a Delaware Corporation (the &#147;Co-Issuer&#148;) and Banc of America Securities LLC (&#147;BAS&#148;) pursuant
to which the Company has retained BAS to act as exclusive dealer manager (the &#147;Dealer Manager&#148;), on
the terms and subject to the conditions set forth herein, in connection with the proposed tender
offer (the &#147;Tender Offer&#148;) for certain of the Company&#146;s and the Co-Issuer&#146;s outstanding 6.875%
Senior Notes due 2013 (the &#147;Notes&#148;). The Company and the Co-Issuer are also soliciting (the
&#147;Solicitation&#148;) consents (the &#147;Consents&#148;) to the adoption of proposed amendments (the &#147;Proposed
Amendments&#148;) to the indenture dated as of December&nbsp;23, 2003 among the Company, the Co-Issuer and
The Bank of New York, as trustee (the &#147;Trustee&#148;) governing the Notes (the &#147;Indenture&#148;). The dealer
manager will also act as exclusive solicitation agent (the &#147;Solicitation Agent&#148;) in connection with
the Solicitation, on the terms and subject to the conditions set forth herein. All references to
the Tender Offer shall be deemed to include the Solicitation and all references to the Dealer
Manager shall be deemed to include BAS in its role as the Solicitation Agent. The holders of Notes
are hereinafter referred to as the &#147;Holders.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;1. <I>Engagement. </I>Subject to the terms and conditions set forth herein:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Company and the Co-Issuer hereby retain the Dealer Manager, and the Dealer Manager
agrees to act, as the exclusive dealer manager and solicitation agent to the Company and the
Co-Issuer in connection with the Tender Offer until the date on which the Tender Offer expires or
is earlier terminated in accordance with its terms. The Dealer Manager will perform those services
in connection with the Tender Offer as are customarily performed by investment banks in connection
with tender offers of a like nature, including, without limitation, to advise the Company and the
Co-Issuer with respect to the terms and timing of the Tender Offer and assist the Company and the
Co-Issuer in preparing any documents to be delivered by the Company and/or the Co-Issuer to the
Holders or used in connection with the Tender Offer (collectively, the &#147;Tender Documents&#148;). The
Dealer Manager agrees that it will not furnish written information other than the Tender Documents
to the Holders in connection with the Tender Offer without the prior consent of the Company. The
Company and Co-Issuer authorize
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and direct the Dealer Manager, in accordance with its customary practices and consistent with
industry practice, to communicate generally regarding the Tender Offer with the Holders and their
authorized agents in connection with the Tender Offer.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;The Company and the Co-Issuer acknowledge that the Dealer Manager has been retained
solely to provide the services set forth in this Agreement. The Company and the Co-Issuer also
acknowledge and agree that, in its capacity as Dealer Manager, the Dealer Manager shall act as an
independent contractor on an arm&#146;s-length basis under this Agreement with duties solely to the
Company and the Co-Issuer and that nothing contained herein or the nature of the Dealer Manager&#146;s
services hereunder is intended to create or shall be construed as creating an agency or fiduciary
relationship (except that in any jurisdiction in which the Tender Offer is required to be made by a
registered licensed broker or dealer, and the Dealer Manager is a registered licensed broker or
dealer, it shall be deemed made by the Dealer Manager on behalf of the Company) between the Dealer
Manager (or any of its affiliates), the Company and the Co-Issuer (or any of their respective
security holders, affiliates, directors, officers, employees or creditors) or any other person.
The Company and the Dealer Manager also acknowledge that (i)&nbsp;the Dealer Manager shall not be deemed
to act as a partner, joint venturer or agent of, or a member of a syndicate with, the Company or
any of its affiliates (except that in any jurisdiction in which the Tender Offer is required to be
made by a registered licensed broker or dealer, and the Dealer Manager is a registered licensed
broker or dealer, it shall be deemed made by the Dealer Manager on behalf of the Company), and
neither the Company nor any of its affiliates shall be deemed to act as a partner, joint venturer
or agent of, or a member of a syndicate with, the Dealer Manager or any of its affiliates and (ii)
no securities broker, dealer, bank, trust company or nominee shall be deemed to act as the agent of
the Dealer Manager or any of its affiliates or as the agent of the Company or any of its
affiliates, and the Dealer Manager shall not be deemed to act as the agent of any securities
broker, dealer, bank, trust company or nominee. In connection with each of the transactions
contemplated hereby and the process leading to such transaction, the Dealer Manager is and has been
acting solely as a principal and is not the agent or fiduciary of the Company or Co-Issuer or their
respective security holders, affiliates, directors, officers, employees or creditors or any other
person (except that in any jurisdiction in which the Tender Offer is required to be made by a
registered licensed broker or dealer, and the Dealer Manager is a registered licensed broker or
dealer, it shall be deemed made by the Dealer Manager on behalf of the Company). The Dealer
Manager and its affiliates shall not have any liability in tort, contract or otherwise to the
Company or Co-Issuer or to any of the Company&#146;s or Co-Issuer&#146;s security holders, affiliates,
directors, officers, employees or creditors for any act or omission on the part of any securities
broker, dealer, bank, trust company or nominee or any other person except to the extent that such
liability is finally judicially determined by a court of competent jurisdiction to have resulted
from the gross negligence or the willful misconduct of the Dealer Manager.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Accordingly, each of the Company and Co-Issuer expressly disclaims any agency or
fiduciary relationship with the Dealer Manager hereunder (except that in any jurisdiction in which
the Tender Offer is required to be made by a registered licensed broker or dealer, and the Dealer
Manager is a registered licensed broker or dealer, it shall be deemed made by the Dealer Manager on
behalf of the Company). The Company and Co-Issuer understand that the Dealer Manager and its
affiliates are not providing (nor are the Company and Co-Issuer relying on the Dealer Manager or
any of its affiliates for) tax, regulatory, legal or accounting advice. The rights
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">and obligations the Company and Co-Issuer may have to the Dealer Manager or its affiliates (or
vice versa) under any credit or other agreement are separate from any party&#146;s rights and
obligations under this Agreement and will not be affected in any way by this Agreement. The Dealer
Manager may, to the extent it deems appropriate, retain the services of any of its affiliates
(including, without limitation, Merrill Lynch, Pierce, Fenner &#038; Smith Incorporated) to assist the
Dealer Manager in providing its services hereunder and share with any such affiliates any
information made available by or on behalf of the Company or Co-Issuer; provided, however, that
each such affiliate shall act in accordance with, and subject to, the terms and conditions of this
Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;Each of the Company and Co-Issuer acknowledges that the Dealer Manager and its affiliates
are engaged in a broad range of securities activities and financial services. In the ordinary
course of the Dealer Manager&#146;s business, the Dealer Manager and its affiliates (i)&nbsp;may at any time
hold long or short positions, and may trade or otherwise effect transactions, for the Dealer
Manager&#146;s own account or the accounts of customers, in debt or equity securities of the Company,
Co-Issuer, their respective affiliates or any other company that may be involved in the
transactions contemplated hereby and (ii)&nbsp;may at any time be providing or arranging financing and
other financial services to companies that may be involved in a competing transaction. The Company
and Co-Issuer acknowledge and agree that in connection with all aspects of the transaction
contemplated by this Agreement, the Company, the Co-Issuer, and the Dealer Manager have an
arm&#146;s-length business relationship that creates no fiduciary duty on the part of the Dealer
Manager, and each expressly disclaims any fiduciary relationship.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;The Dealer Manager agrees, in accordance with its customary practice and consistent with
industry practice and in accordance with the terms of the Tender Offer, to perform those services
in connection with the Tender Offer as are customarily performed by dealer managers and
solicitation agents in connection with similar transactions of a like nature, including, without
limitation, using commercially reasonable efforts to solicit tenders of Notes pursuant to the
Tender Offer and Consents pursuant to the Solicitation, communicating generally regarding the
Tender Offer with securities brokers, dealers, banks, trust companies and nominees and other
Holders, and participating in meetings with, furnishing information to, and assisting the Company
in negotiating with Holders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Company shall arrange for D.F. King &#038; Co., Inc. to act as information agent (the
&#147;Information Agent&#148;) in connection with the Tender Offer and shall request the Information Agent,
as such, to advise the Dealer Manager at least daily of such matters relating to the Tender Offer
as the Dealer Manager may reasonably request. In addition, the Company and Co-Issuer hereby
authorize the Dealer Manager to communicate with the Information Agent with respect to matters
relating to the Tender Offer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Company shall use commercially reasonable efforts to furnish the Dealer Manager, or
cause the trustee or registrar for the Notes to furnish the Dealer Manager, as soon as practicable,
with cards or lists or copies thereof showing the names of persons who were the Holders of record
of Notes as of the date or dates specified by the Dealer Manager and, to the extent reasonably
available to the Company, the beneficial Holders of the Notes as of such date or dates, together
with their addresses and the principal amount of Notes held by them. In addition, the Company
shall use commercially reasonable efforts to update such information
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">from time to time during the term of this Agreement as reasonably requested by the Dealer
Manager and to the extent such information is reasonably available to the Company within the time
constraints specified.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;The Company agrees to advise the Dealer Manager promptly of the occurrence of any event
which, in the reasonable judgment of the Company or its counsel, would cause or require the Company
to withdraw, rescind or modify the Tender Documents. In addition, if any event occurs as a result
of which, in the reasonable judgment of the Company, it shall be necessary to amend or supplement
any Tender Documents in order to correct any untrue statement of a material fact contained therein
or omission to state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, the Company shall, promptly
upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as
practicable under the circumstances, prepare and furnish copies of such amendments or supplements
of any such Tender Documents to the Dealer Manager, so that the statements in such Tender
Documents, as so amended or supplemented, will not contain any untrue statement of a material fact
or omit to state a material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;Neither the Company nor the Co-Issuer will use or publish any material in connection with
the Tender Offer, or refer to the Dealer Manager in any such material, without the prior approval
of the Dealer Manager (which shall not be unreasonably withheld or delayed), except to the extent
such reference is required by law or regulation. The Company or Co-Issuer, as applicable, upon
receiving such approval, will promptly furnish the Dealer Manager with as many copies of such
approved materials as the Dealer Manager may reasonably request. Except to the extent prohibited
by applicable law or regulation, the Company, or Co-Issuer, as applicable, will promptly inform the
Dealer Manager of any litigation or administrative or similar proceeding (of which it becomes
aware) which is initiated or threatened with respect to the Tender Offer. The Dealer Manager
agrees that it will not make any statements in connection with the Tender Offer other than the
statements that are set forth in, or derived from, the Tender Documents without the prior consent
of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;The Company agrees to pay promptly, in accordance with the terms and subject to the
conditions of the Tender Documents, the applicable purchase price for the Notes and the applicable
Consent Payment (as defined in the Tender Documents) to the Holders entitled thereto. The Company
agrees not to purchase any Notes during the term of this Agreement except pursuant to and in
accordance with the Tender Offer or as otherwise agreed in writing by the parties hereto and
permitted under applicable laws and regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;2. <I>Compensation and Expenses.</I>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;In consideration of services provided hereunder as the Dealer Manager, the Company shall
pay to BAS a fee equal to $2.00 per $1,000 of the aggregate principal amount of Notes repurchased
in the Tender Offer payable on the Settlement Date (as such term is defined in the Tender
Documents) or such other date as may be agreed by the Company and BAS.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Whether or not any Notes are tendered pursuant to the Tender Offer and whether or not any
Consents are received in the Solicitation, the Company and Co-Issuer jointly and severally agree to
pay promptly all reasonable expenses incurred in connection with the preparation, printing, mailing
and publishing of the Tender Documents, and all amounts payable to securities dealers (including
the Dealer Manager), brokers, banks, trust companies and nominees as reimbursements of their
customary mailing and handling expenses incurred in forwarding the Tender Documents to their
customers, and of any forwarding agent, and all other expenses of the Company and the Co-Issuer in
connection with the Tender Offer and shall reimburse the Dealer Manager for all reasonable
out-of-pocket expenses incurred by the Dealer Manager in connection with its services as Dealer
Manager under this Agreement, including the reasonable fees and disbursements of counsel to the
Dealer Manager.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;3. <I>Termination. </I>Subject to Section&nbsp;8 hereof, this Agreement may be
terminated by the Company or the Dealer Manager upon 10&nbsp;days&#146; prior written notice; provided,
however, that the Dealer Manager will be entitled to its full fees described above in the event
that, at any time prior to 6&nbsp;months from any such termination by the Company, the Company or the
Co-Issuer (or any of their affiliates) consummates an offer or offers or consent solicitation in
respect of the Notes in a form similar to the Tender Offer in a transaction or series of
transactions in which the Dealer Manager did not act as dealer manager or solicitation agent to the
Company or its affiliate, as applicable; provided, further, that no fees shall be payable pursuant
to the preceding proviso if the Dealer Manager was in material breach of this Agreement on the date
of the notice of such termination was given by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;4. <I>Representations and Warranties by the Company. </I>The Company and
Co-Issuer, jointly and severally, represent and warrant to the Dealer Manager, as of the date
hereof, as of each date that any Tender Documents are published, sent, given or otherwise
distributed (each a &#147;Mailing Date&#148;), and as of the date on which any of the Notes are purchased by
the Company pursuant to the Tender Offer (each such date, a &#147;Closing Date&#148;) that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;Each of the Company and Co-Issuer has been duly formed or incorporated and is validly
existing as a limited partnership or corporation and in good standing under the laws of the
jurisdiction of its formation or incorporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each of the Company and Co-Issuer has all necessary corporate or limited partnership
power and authority to execute and deliver this Agreement, and to perform all its obligations
hereunder and to make and consummate the Tender Offer in accordance with its terms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Each of the Company and the Co-Issuer has taken all necessary action to authorize the
making and consummation of the Tender Offer and the execution, delivery and performance by the
Company of this Agreement; and this Agreement has been duly executed and delivered by the Company
and Co-Issuer, and, assuming due authorization, execution and delivery by the Dealer Manager, this
Agreement constitutes a valid and legally binding agreement of the Company and Co-Issuer,
enforceable against the Company and Co-Issuer in accordance with its terms, except to the extent
such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by general equitable
principles.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;As of the Consent Payment Deadline, the Company and the Co-Issuer will have all necessary
corporate power and authority to execute and deliver the supplemental indenture contemplated by the
Tender Documents (the &#147;Supplemental Indenture&#148;) and to perform all of their obligations thereunder;
the Supplemental Indenture may be entered into by the Company upon the consent of Holders of at
least a majority of the principal amount of Notes then outstanding (excluding for such purposes any
Notes owned at the time by the Company or any of its affiliates) pursuant to the provisions of the
Indenture; the Supplemental Indenture will be duly executed and delivered (assuming consummation of
the Solicitation and assuming due authorization, execution and delivery thereof by the Trustee),
the Supplemental Indenture, as well as the Indenture (as amended by the Supplemental Indenture) and
the Notes issued thereunder, will be the valid and legally binding obligations of the Company and
Co-Issuer entitled, in the case of the Notes, to the benefits of the Indenture (as amended by the
Supplemental Indenture), and enforceable against the Company and the Co-Issuer in accordance with
their respective terms except as enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting creditors&#146; rights generally and
general equitable principles.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;Each of the Tender Documents complies and (as amended or supplemented, if amended or
supplemented) will comply in all material respects with all applicable requirements of the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder
(collectively, the &#147;Securities Act&#148;) and the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder (collectively, the &#147;Exchange Act&#148;); and the documents
incorporated or deemed to be incorporated by reference into each of the Tender Documents
(collectively, the &#147;Incorporated Documents&#148;) complied, as of the date of filing with the Securities
and Exchange Commission (the &#147;SEC&#148;), in all material respects with all applicable requirements of
the Securities Act and the Exchange Act; and each of the Tender Documents (including the
Incorporated Documents) do not and (as amended or supplemented, if amended or supplemented) will
not contain any untrue statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The financial statements, together with the related schedules and notes, contained in the
Tender Documents and the Incorporated Documents present fairly in all material respects, in
accordance with generally accepted accounting principles (&#147;GAAP&#148;), the consolidated financial
position, results of operations, stockholder&#146;s equity and cash flows of the Company and its
subsidiaries on the basis stated therein at the respective dates or for the respective periods to
which they relate; and such statements and related schedules and notes have been prepared in
accordance with GAAP consistently applied throughout the periods involved, except as disclosed
therein.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;Except as disclosed in the Tender Documents, the Company and its subsidiaries are not in
breach or violation of or in default under, (i)&nbsp;any of the provisions of the indenture, dated as of
December&nbsp;23, 2003, governing the Notes (the &#147;Indenture&#148;), (ii)&nbsp;any of the provisions of the charter
or bylaws (or similar organizational documents) of the Company or any of its subsidiaries, (iii)
any other note, indenture, loan agreement, mortgage or other agreement, instrument or undertaking
to which the Company or any of its subsidiaries is a party or by which any of them is bound or to
which any of their properties or assets is subject, or (iv)&nbsp;any law, rule
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or regulation, or any order of any court or of any other governmental agency or
instrumentality having jurisdiction over the Company or any of its subsidiaries or affiliates or
any of its or their respective properties or assets, which violation or default in the case of
clauses (i), (iii)&nbsp;or (iv)&nbsp;would, if continued, have a Material Adverse Effect or could materially
impair the ability of any of the Company or its subsidiaries to perform their obligations under
this Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;The execution, delivery and performance by the Company and Co-Issuer of this Agreement
and the consummation by the Company and Co-Issuer, as applicable, of the transactions contemplated
hereby do not and will not conflict with, or result (or with the passage of time would result) in a
breach or violation of, or constitute a default under, (i)&nbsp;any of the provisions of the indenture
dated as of December&nbsp;23, 2003, governing the Notes (the &#147;Indenture&#148;) or of the charter or bylaws
(or similar organizational documents) of the Company or any of its subsidiaries, (ii)&nbsp;any other
note, indenture, loan agreement, mortgage or other agreement, instrument or undertaking to which
the Company or any of its subsidiaries or affiliates is a party or by which any of them is bound or
to which any of their properties or assets is subject, or (iii)&nbsp;any law, rule or regulation, or any
order of any court or of any other governmental agency or instrumentality having jurisdiction over
the Company or any of its subsidiaries or affiliates or any of its or their respective properties
or assets, except for such breaches, violations, and defaults in the case of clause (ii)&nbsp;and clause
(iii)&nbsp;that would not be reasonably expected to have a material adverse effect on the general
affairs, management, business, condition (financial or otherwise), or results of operations of the
Company and its subsidiaries, taken as a whole (a &#147;Material Adverse Effect&#148;).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;No consent, approval, authorization or order of, or registration, qualification or filing
with, any court or regulatory authority or other governmental agency or instrumentality is or will
be required by the Company in connection with the making or consummation of the Tender Offer or the
execution, delivery or performance by the Company of this Agreement and the transactions
contemplated hereby, except such as have been obtained or made by the Company or Co-Issuer, as
applicable, and are in full force and effect under the Securities Act, the Exchange Act or
applicable state securities or &#147;blue sky&#148; laws or regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;In connection with the Tender Offer, the Company has complied, and will continue to
comply, in all material respects with the Securities Act, the Exchange Act, the applicable
regulations of the Financial Industry Regulatory Authority or any stock exchange and applicable
state securities or &#147;blue sky&#148; laws or regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;Subsequent to the respective dates of the most recent financial statements contained in
the Tender Documents and the Incorporated Documents (each as amended or supplemented), no Material
Adverse Effect shall have occurred, except as set forth in, or contemplated by, the Tender
Documents (as amended or supplemented).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;There is no action, suit, proceeding, inquiry or investigation before or brought by any
court or governmental agency or body, domestic or foreign, now pending or, to the Company&#146;s
knowledge, threatened, against or affecting the Company or any subsidiary of the Company, other
than those accurately described in all material respects in the Offer to Purchase, or which,
individually or in the aggregate, would not reasonably be expected to result in a Material Adverse
Effect.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m)&nbsp;The Company has, or at the time it becomes obligated to purchase the Notes pursuant to
the Tender Offer will have, sufficient funds available, and sufficient authority to use such funds
under applicable law, to enable it to pay for the Notes tendered in accordance with the terms and
conditions set forth in the Tender Documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The representations and warranties set forth in this Section&nbsp;4 shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of any Indemnified
Person (as defined in Annex A attached hereto).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<FONT style="font-variant: SMALL-CAPS">Section&nbsp; 5.</FONT>
 <I>Conditions and Obligations. </I>The obligation of the Dealer Manager to act
as Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions
that:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;All representations and warranties of the Company and Co-Issuer that are qualified as to
materiality or Material Adverse Effect shall be true and correct in all respects and those not so
qualified shall be true and correct in all material respects as of the date hereof, as of each
Mailing Date and as of the Closing Date, except to the extent any such representations and
warranties expressly relate to an earlier date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Each of the Company and Co-Issuer at all times during the Tender Offer shall have
performed, in all material respects, all of its obligations hereunder required as of such time to
have been performed by it.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;Counsel for the Company shall have delivered to the Dealer Manager an opinion, (i)&nbsp;prior
to the commencement of the Tender Offer, covering the matters set forth in Exhibit&nbsp;A hereto and
(ii)&nbsp;on the Closing Date, covering the matters set forth in Exhibit&nbsp;A-2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;No stop order, restraining order or injunction has been issued by the SEC or any court,
and no litigation shall have been commenced or threatened before the SEC or any court, with respect
to (i)&nbsp;the making or the consummation of the Tender Offer, (ii)&nbsp;the execution, delivery or
performance by the Company of this Agreement or (iii)&nbsp;any of the transactions in connection with,
or contemplated by, the Tender Documents which the Dealer Manager or its legal counsel in good
faith believes makes it inadvisable for the Dealer Manager to continue to render services pursuant
hereto and it shall not have otherwise become unlawful under any law or regulation, federal, state
or local, for the Dealer Manager so to act, or continue so to act, as the case may be.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;At the Closing Date, there shall have been delivered to the Dealer Manager, on behalf of
the Company, a certificate of the Chairman, Chief Executive Officer or President and the Chief
Financial Officer of the Company, dated the Closing Date, and stating that the representations and
warranties set forth in Section&nbsp;4 hereof are true and accurate as if made on such Closing Date.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Company shall have advised the Dealer Manager promptly of (i)&nbsp;the occurrence of any
event which would reasonably be expected to cause the Company to withdraw, rescind or terminate the
Tender Offer or would permit the Company to exercise any right not to purchase Notes tendered under
the Tender Offer, (ii)&nbsp;the occurrence of any event, or the discovery of any fact, the occurrence or
existence of which it believes would make it necessary or advisable to make any change in the
Tender Documents being used or would cause any representation or
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">warranty contained in this Agreement that is qualified as to materiality or Material Adverse
Effect to be untrue or inaccurate in any respect or any representation or warranty contained in
this Agreement that is not so qualified to be untrue or inaccurate in any material respect, (iii)
any proposal by the Company or requirement to make, amend or supplement any Tender Document or any
filing in connection with the Tender Offer pursuant to the Exchange Act or any applicable law, rule
or regulation, (iv)&nbsp;its awareness of the issuance by any regulatory authority of any comment or
order or the taking of any other action concerning the Tender Offer (and, if in writing, will have
furnished the Dealer Manager with a copy thereof), (v)&nbsp;its awareness of any material developments
in connection with the Tender Offer or the financing thereof, including, without limitation, the
commencement of any lawsuit relating to the Tender Offer and (vi)&nbsp;any other information relating to
the Tender Offer, the Tender Documents or this Agreement which the Dealer Manager may from time to
time reasonably request.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;6. <I>Indemnification. </I>In consideration of the engagement hereunder, each of
the Company and Co-Issuer shall indemnify and hold the Dealer Manager harmless to the extent set
forth in Annex A hereto, which provisions are incorporated by reference herein and constitute a
part hereof. Annex A hereto is an integral part of this Agreement and shall survive any
termination, expiration or cancellation of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;7. <I>Confidentiality. </I>The Dealer Manager shall use all information provided
to it by or on behalf of the Company or Co-Issuer hereunder solely for the purpose of providing the
services which are the subject of this Agreement and the transactions contemplated hereby and shall
treat confidentially all such information, provided that nothing herein shall prevent the Dealer
Manager from disclosing any such information (i)&nbsp;pursuant to a requirement of law or regulation or
the order or request of any court or administrative, regulatory or similar proceeding; provided,
however, that, to the extent permitted by applicable law, reasonable advance notice of such
disclosure is provided to the Company, (ii)&nbsp;upon the request of any regulatory authority having
jurisdiction over the Dealer Manager or any of its affiliates; provided, however, that, to the
extent permitted by applicable law, reasonable advance notice of such disclosure is provided to the
Company, (iii)&nbsp;to the extent that such information becomes publicly available other than by reason
of disclosure by the Dealer Manager or any of its affiliates in violation of this Section&nbsp;7 or any
other agreement between the parties, (iv)&nbsp;to its employees, legal counsel, independent auditors and
other experts or agents (its &#147;Representatives&#148;) who need to know such information in connection
with the transaction contemplated hereby and are informed of the confidential nature of such
information and hold such information in accordance with this Section&nbsp;7, and (v)&nbsp;to any of its
affiliates as set forth in Section 12(d) hereof that hold such information in accordance with this
Section&nbsp;7. The Dealer Manager shall be responsible for compliance by its Representatives with this
Section&nbsp;7.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;8. <I>Survival. </I>The agreements contained in Sections&nbsp;2, 3, 6, 7, 9, 10 and 12
hereof and Annex A hereto shall survive any termination of this Agreement, any completion of the
engagement provided by this Agreement or any investigation made on behalf of the Company, the
Dealer Manager or any Indemnified Person and shall survive the termination of the Tender Offer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;9. <I>Governing Law. </I>This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts to be performed
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">wholly within the State of New York. The parties hereto consent to the exclusive jurisdiction
of the courts of the State of New York and the federal courts located in the Borough of Manhattan,
City of New York in any action or proceeding related to this Agreement (except that a judgment
obtained in such courts may be enforced in any jurisdiction).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;

<FONT style="font-variant: SMALL-CAPS">Section&nbsp;10.</FONT> <I>Notices. </I>Except as otherwise expressly provided in this Agreement,
whenever notice is required by the provisions of this Agreement to be given, such notice shall be
in writing addressed as follows and effective when received:
</DIV>
<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">If to the Company or Co-Issuer:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">Suburban Propane Partners, L.P.<BR>
240 Route 10 West<BR>
Whippany, NJ 07981<BR>
Fax: (973)&nbsp;515-5994<BR>
Attention: A. Davin D&#146;Ambrosio, Vice President and Treasurer
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">with a copy to:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">Proskauer Rose LLP<BR>
1585 Broadway<BR>
New York, NY 10036<BR>
Fax: (212)&nbsp;969-2900<BR>
Attention: Charles E. Dropkin, Esq.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">If to the Dealer Manager:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">Banc of America Securities LLC<BR>
The Hearst Building<BR>
214 N. Tryon Street, 17th Floor<BR>
Charlotte, NC 28255<BR>
Fax: (704)&nbsp;388-0830<BR>
Attn: Liability Management Group
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">with a copy to:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-left: 2%; margin-top: 6pt">Banc of America Securities LLC<BR>
One Bryant Park<BR>
New York, NY 10036<BR>
Fax: (212)&nbsp;901-7897<BR>
Attention: Legal Department
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;11. <I>Advertisements. </I>The Company agrees that the Dealer Manager shall have
the right to place advertisements in financial and other newspapers and journals at its own expense
describing its services to the Company hereunder, subject to the Company&#146;s prior approval, which
approval shall not be unreasonably withheld or delayed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<FONT style="font-variant: SMALL-CAPS">Section</FONT>&nbsp;12. <I>Miscellaneous.</I>
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->10<!-- /Folio -->
</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;This Agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes all oral statements and prior writings with respect thereto.
This Agreement may not be amended or modified except by a writing executed by each of the parties
hereto. Section headings herein are for convenience only and are not a part of this Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;This Agreement is solely for the benefit of the Company and the Dealer Manager, and the
Indemnified Persons, to the extent set forth in Annex A hereto and their respective successors,
heirs and assigns, and no other person shall acquire or have any rights under or by virtue of this
Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The Dealer Manager may (subject to Section&nbsp;7 hereof) share any information or matters
relating to the Company, Co-Issuer, the Tender Offer and the transactions contemplated hereby with
its affiliates and such affiliates may likewise share information relating to the Company or
Co-Issuer with the Dealer Manager. The Dealer Manager shall be responsible for compliance by its
affiliates with Section&nbsp;7 hereof.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;If any term, provision, covenant or restriction contained in this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the
remainder of the terms, provisions, covenants and restrictions contained herein shall remain in
full force and effect and shall in no way be affected, impaired or invalidated. The Company, the
Co-Issuer, and the Dealer Manager shall endeavor in good faith negotiations to replace the invalid,
void or unenforceable provisions with valid provisions, the economic effect of which comes as close
as possible to that of the invalid, void or unenforceable provisions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;This Agreement may be executed (including by facsimile transmission) with counterpart
signature pages or in counterparts, each of which will be deemed an original, but all of which,
taken together, will constitute one and the same instrument.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->11<!-- /Folio -->
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If the foregoing correctly sets forth our understanding, please indicate your acceptance of
the terms hereof by signing in the appropriate space below and returning to the Dealer Manager the
enclosed duplicate originals hereof, whereupon this letter shall become a binding agreement among
us.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Very truly yours,<BR>
<BR>
BANC OF AMERICA SECURITIES LLC<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ R. Sean Snipes&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Managing Director&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Accepted and agreed to<BR>
as of the date first written above:

</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="48%">&nbsp;</TD>

</TR>
<TR>
    <TD colspan="3" align="left">SUBURBAN PROPANE PARTNERS, L.P.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" align="left">&nbsp;</TD>
</TR><TR>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Michael J. Dunn, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name:&nbsp;&nbsp;</TD>
    <TD align="left"> Michael J. Dunn, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title: &nbsp;&nbsp;</TD>
    <TD align="left">President and Chief Executive Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="3" align="left">SUBURBAN ENERGY FINANCE CORP.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top" align="left">&nbsp;</TD>
</TR><TR>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ Michael J. Dunn, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Name: </TD>
    <TD align="left">Michael J. Dunn, Jr.&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR><TR>
    <TD>&nbsp;</TD>
    <TD valign="top">Title: &nbsp;&nbsp;</TD>
    <TD align="left">President&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left">&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#091;Dealer Manager Agreement&#093;
</DIV>



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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>ANNEX A</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">To Dealer Manager Agreement,<BR>
dated March&nbsp;9, 2010 (the &#147;Agreement&#148;), between<BR>
Banc of America Securities LLC,
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">Suburban Propane Partners, L.P., and Suburban Energy Finance Corp.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company and Co-Issuer shall, jointly and severally indemnify, and hold harmless the Dealer
Manager and each of its affiliates, officers, directors, employees, agents and controlling persons
(each, an &#147;Indemnified Person&#148;) from and against any and all losses, claims, damages, liabilities
and reasonable expenses (including without limitation reasonable attorney&#146;s fees), joint or
several, to which any such Indemnified Person may become subject arising out of or based upon (a)
any untrue statement or alleged untrue statement of a material fact contained in the Tender
Documents or the Incorporated Documents or in any amendment or supplement to any of the foregoing,
or the omission or alleged omission to state therein a material fact necessary in order to make the
statement therein, in the light of the circumstances under which they were made, not misleading,
except, in the case of this clause (a), with respect solely to information relating to the Dealer
Manager Information (as defined below), (b)&nbsp;any breach by the Company or the Co-Issuer of any
representation or warranty or failure to comply with any of the agreements set forth in the
Agreement or (c)&nbsp;the transactions contemplated by the Agreement or the performance by the Dealer
Manager thereunder, or any action, claim, litigation, investigation (including, without limitation,
any governmental or regulatory investigation) or proceedings relating to the foregoing (each and
collectively, &#147;Proceedings&#148;), and to reimburse such Indemnified Persons for any reasonable legal or
other reasonable out-of-pocket expenses as they are incurred in connection with investigating or
defending any of the foregoing; <I>provided</I>, <I>however</I>, that neither the Company, nor the Co-Issuer
shall be liable to any Indemnified Person to the extent such losses, claims, damages, liabilities
or expenses are finally judicially determined to have resulted from the gross negligence or willful
misconduct of such Indemnified Person, regardless of whether any of such Indemnified Persons is a
party thereto. The Dealer Manager hereby undertakes to promptly repay to the Company any amounts
advanced to it or any of its affiliates and its officers, directors, employees, agents and
controlling persons if it shall be finally judicially determined that such Indemnified Person is
not entitled to be indemnified by the Company or Co-Issuer under the provisions of this Agreement.
As used herein, the term &#147;Dealer Manager Information&#148; shall mean the written information furnished
to the Company by the Dealer Manager expressly for use in the Tender Documents, which in this case,
shall be solely the name and address of the Dealer Manager as provided on the back cover of the
Tender Documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In case any Proceeding shall be brought or asserted against any Indemnified Person with
respect to which indemnity may be sought from the Company or Co-Issuer hereunder, such Indemnified
Person shall promptly notify the Company or Co-Issuer in writing of such Proceeding; provided that
(a)&nbsp;the failure to give such notice shall not relieve the Company or Co-Issuer of its obligations
pursuant to this Annex A unless and only to the extent that such failure to give notice results in
the loss or compromise of any material rights or defenses of the Company or Co-Issuer, and (b)&nbsp;such
failure to notify the Company or Co-Issuer will not relieve the Company or Co-Issuer from any
liability which it may have to such Indemnified Person otherwise than on account of this Annex A.
Upon receiving such notice, the Company and Co-
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Issuer will be entitled to participate in and, to the extent they may wish to, assume the
defense and/or settlement of any such Proceeding, with counsel reasonably satisfactory to such
Indemnified Person; and the Company and Co-Issuer shall not be liable to such Indemnified Person
hereunder for legal expenses of other counsel subsequently incurred by such Indemnified Person in
connection with the defense thereof (other than reasonable costs of investigation) unless (i)&nbsp;the
Company or Co-Issuer agree in writing to pay such fees and expenses, (ii)&nbsp;the Company or Co-Issuer
fail to assume such defense within 30 business days after receipt of the written notice from the
Indemnified Person of such Proceeding, or (iii)&nbsp;the named parties to any such Proceeding (including
any impleaded parties) include both such Indemnified Person, the Company, the Co-Issuer, or their
respective affiliates and such Indemnified Person shall have reasonably concluded that there are
legal defenses available to it which are different from or additional to those available to the
Company, Co-Issuer or their respective affiliates (in which case, if such Indemnified Person
notifies the Company or Co-Issuer in writing, the Company and Co-Issuer shall not have the right to
assume the defense thereof); it being understood, however, that the Company or Co-Issuer shall not,
in connection with any one such Proceeding or separate but substantially similar or related
Proceedings in the same jurisdiction arising out of the same general allegations or circumstances,
be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in
addition to any local counsel) at any time for all Indemnified Persons, which firm shall be
designated in writing by the Dealer Manager, which counsel shall be reasonably satisfactory to the
Company. The Company or Co-Issuer shall not effect, without the prior written consent of the
Dealer Manager, any settlement of any pending or threatened Proceeding unless such settlement
includes an unconditional release from the party bringing such Proceeding of each Indemnified
Person and does not include a statement as to, or an admission of, fault, culpability or a failure
to act by or on behalf, of any Indemnified Person. The Company and Co-Issuer shall not be liable
for any settlement of any Proceeding effected by an Indemnified Person without the Company&#146;s or
Co-Issuer&#146;s prior written consent, but if settled with such consent, the Company and Co-Issuer
agree, on the terms and subject to the provisions of this Annex A, to indemnify the Indemnified
Person from and against any loss, damage or liability by reason of such settlement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If for any reason the foregoing indemnification is unavailable to any Indemnified Person or
insufficient to hold it harmless (other than in accordance with the terms of this Annex A) then the
Company and Co-Issuer, as applicable, shall contribute to the amount paid or payable by such
Indemnified Person as a result of such loss, claim, damage, liability or expense in such proportion
as is appropriate to reflect (a)&nbsp;the relative benefits received by the Company and Co-Issuer, as
applicable, on the one hand and such Indemnified Person on the other hand from the Tender Offer, or
(b)&nbsp;if the allocation provided by clause (a)&nbsp;above is not available, the relative fault of the
Company and Co-Issuer, as applicable, on the one hand and such Indemnified Person on the other
hand, as well as any relevant equitable considerations. It is hereby agreed that the relative
benefits to the Company and Co-Issuer (including their respective affiliates, officers, directors,
employees, agents and controlling persons) on the one hand and the Dealer Manager (including its
affiliates, officers, directors employees, agents and controlling persons) on the other hand shall
be deemed to be in the same proportion as (i)&nbsp;the greater of (x)&nbsp;the aggregate principal amount of
all Notes subject to the Tender Offer and (y)&nbsp;the maximum possible consideration proposed to be
offered by the Company in connection with the Tender Offer bears to (ii)&nbsp;the fee actually paid to
the Dealer Manager pursuant to the Agreement. The relative fault of the Company and Co-Issuer on
the one hand and the Indemnified Person on the other hand
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">relating to an untrue or alleged untrue statement of material fact or the omission or alleged
omission to state a material fact shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by, or relating to, the Company, its
affiliates, Co-Issuer, or the Indemnified Person and the parties&#146; relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or omission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The indemnity, reimbursement and contribution obligations of the Company and Co-Issuer under
this Annex A shall be in addition to any liability which the Company and Co-Issuer may otherwise
have to an Indemnified Person, and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company, Co-Issuer, and any such
Indemnified Person. Notwithstanding the foregoing, in no event shall the Dealer Manager be liable
under the foregoing indemnity, reimbursement and contribution provisions in an amount in excess of
the fees actually received by the Dealer Manager pursuant to the Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Capitalized terms used but not defined in this Annex A have the meanings assigned to such
terms in the Agreement.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>EXHIBIT A-1</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The Partnership is validly existing as a limited partnership and in good standing
under the Delaware Revised Uniform Limited Partnership Act and has all requisite limited
partnership power and authority to conduct its business as described in the Offering
Materials. The Partnership has all necessary power and authority to execute and deliver the
Dealer Manager Agreement and perform its obligations under the Dealer Manager Agreement and
to consummate the Tender Offer in accordance with its terms and has duly taken all necessary
limited partnership action to authorize the making and consummation of the Tender Offer
(including the purchase of Notes pursuant thereto) and the execution, delivery and
performance by the Partnership of the Dealer Manager Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The Co-Issuer is validly existing as a corporation and in good standing under the
Delaware General Corporation Law and has all requisite corporate power and authority to
conduct its business as described in the Offering Materials. The Co-Issuer has all
necessary corporate power and authority to execute and deliver the Dealer Manager Agreement
and perform its obligations under the Dealer Manager Agreement and to consummate the Tender
Offer in accordance with their respective terms and has duly taken all necessary corporate
action to authorize the making and consummation of the Tender Offer (including the purchase
of Notes pursuant thereto) and the execution, delivery and performance by the Partnership of
the Dealer Manager Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The Dealer Manager Agreement has been duly executed and delivered by the Partnership
and Co-Issuer, and assuming the due authorization, execution and delivery of the Dealer
Manager Agreement by the Dealer Manager, the Dealer Manager Agreement constitutes a legal,
valid and binding obligation of the Partnership and Co-Issuer, enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors&#146; rights and remedies
generally, and subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and except that rights to
indemnification and contribution thereunder may be limited by federal or state securities
laws or public policy relating thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The making and consummation of the Tender Offer and the execution, delivery and
performance, if applicable, by the Partnership and Co-Issuer of the Dealer Manager Agreement
(A)&nbsp;do not and will not conflict with, or result in a breach or violation of, or constitute
a default under, any of the provisions of (I)&nbsp;the Indenture, (II)&nbsp;the Partnership
Certificate, the Co-Issuer Certificate, the Partnership Agreement, or the By-laws, or (III)
any material agreement or instrument listed as an exhibit to the Annual Report on Form 10-K
for the year ended September&nbsp;26, 2009 of the Partnership or the Quarterly Report on Form
10-Q for the quarter ended December&nbsp;26, 2009 of the Partnership, it being understood that we
express no opinion with respect to any financial covenant in any agreement or instrument,
and (B)&nbsp;do not and will not violate in any material respect any New York law, the Delaware
General Corporation Law, the Delaware Revised Uniform Limited Partnership Act or United
States federal law or
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">regulation (collectively, the &#147;<U>Laws</U>&#148;) that are applicable to the Partnership or
Co-Issuer or to the transactions contemplated by the Dealer Manager Agreement, or result in
a violation of any order known to us of any court or of any other governmental agency or
instrumentality having jurisdiction over the Partnership, Co-Issuer or any of the properties
or assets of the Partnership or Co-Issuer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5.&nbsp;No consent, approval, authorization or other order of, or registration or filing
with, any court or other governmental authority or agency is required for the Partnership&#146;s
or the Co-Issuer&#146;s execution, delivery and performance of the Dealer Manager Agreement and
consummation of the transactions contemplated thereby and by the Offering Materials, except
(A)&nbsp;such as have been obtained or made or (B)&nbsp;such as may be required under the applicable
state securities or blue sky laws and from the Financial Industry Regulatory Authority.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;6.&nbsp;To our knowledge, no stop order, restraining order, injunction or denial of an
application for approval has been issued, and no proceedings, litigation or investigations
have been initiated or threatened, by or before the SEC or any other agency (including any
court) of the United States or the State of New York with respect to the commencement or
consummation of the Tender Offer or the execution, delivery or performance of the Dealer
Manager Agreement.
</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;A-2</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition to the opinions set forth in Exhibit&nbsp;A-1, the following additional opinions:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;The Supplemental Indenture has been duly authorized, executed and delivered by the
Company and the Co-Issuer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.&nbsp;The Supplemental Indenture has been duly entered into by the Company and the
Co-Issuer, and (assuming due authorization, execution and delivery thereof by the Trustee
and the requisite consents of Holders of the Notes pursuant to the provisions of the
Indenture) each of the Supplemental Indenture, as well as the Indenture and the Notes issued
thereunder (as amended by the Supplemental Indenture), is the valid and legally binding
obligation of the Company and Co-Issuer entitled, in the case of such Notes, to the benefits
of the Indenture (as amended by the Supplemental Indenture), and enforceable in accordance
with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors&#146; rights and remedies
generally, and subject, as to enforceability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity) and except that rights to
indemnification and contribution thereunder may be limited by federal or state securities
laws or public policy relating thereto; and the Indenture as supplemented by the
Supplemental Indenture will conform in all material respects to the requirements of the
Trust Indenture Act and the rules and regulations of the SEC applicable to an indenture that
is qualified thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;The Supplemental Indenture conforms in all material respects to the description
thereof contained in the Tender Documents.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;4.&nbsp;The execution and delivery of the Supplemental Indenture (A)&nbsp;does not and will not
conflict with, or result in a breach or violation of, or constitute a default under, any of
the provisions of (I)&nbsp;the Indenture, (II)&nbsp;the Partnership Certificate, the Co-Issuer
Certificate, the Partnership Agreement, or the By-laws, or (III)&nbsp;any material agreement or
instrument listed as an exhibit to the Annual Report on Form 10-K for the year ended
September&nbsp;26, 2009 of the Partnership or the Quarterly Report on Form 10-Q for the quarter
ended December&nbsp;26, 2009 of the Partnership, it being understood that we express no opinion
with respect to any financial covenant in any agreement or instrument, and (B)&nbsp;does not and
will not violate in any material respect any Laws that are applicable to the Partnership or
Co-Issuer or to the transactions contemplated by the Dealer Manager Agreement, or result in
a violation of any order known to us of any court or of any other governmental agency or
instrumentality having jurisdiction over the Partnership, Co-Issuer or any of the properties
or assets of the Partnership or Co-Issuer.
</DIV>


<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>y03199exv99w1.htm
<DESCRIPTION>EX-99.1
<TEXT>
<HTML>
<HEAD>
<TITLE>exv99w1</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><b>Exhibit&nbsp;99.1</b>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%"></TD>
    <TD width="5%"></TD>
    <TD width="47%"></TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom"><!-- Blank Space -->
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="left" valign="top"><IMG src="y03199y0319901.gif" alt="(SUBURBAN PROPANE LOGO)">
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top"><B>News Release</B><BR>
Contact: Michael Stivala<BR>
Chief Financial Officer<BR>
P.O. Box 206, Whippany, NJ 07981-0206<BR>
Phone: 973.503.9395</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><U><B>FOR IMMEDIATE RELEASE </B></U>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Suburban Propane Partners, L.P.<BR>
Announces Public Offering of Senior Notes</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Whippany, New Jersey, March&nbsp;9, 2010 &#151; </B>Suburban Propane Partners, L.P. (NYSE:SPH)
(&#147;Suburban&#148;), a nationwide distributor of propane, fuel oil and related products and services, as
well as a marketer of natural gas and electricity, announced today that it intends, subject to
market conditions, to publicly offer $225&nbsp;million aggregate principal amount of senior notes due
2020 (the &#147;2020 Senior Notes&#148;). Suburban Energy Finance Corp., a wholly-owned direct subsidiary of
Suburban, will serve as the co-issuer of the notes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suburban intends to use a combination of cash on hand and the net proceeds from the offering
to eliminate or reduce up to $250&nbsp;million of outstanding indebtedness under its 6.875% senior notes
due 2013 (the &#147;2013 Senior Notes&#148;). Simultaneously with the launch of this offering of 2020 Senior
Notes, Suburban launched a cash tender offer for its 2013 Senior Notes.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BofA Merrill Lynch is acting as representative of the underwriters for the offering. A copy of
the preliminary prospectus supplement and the accompanying base prospectus, which is filed as part
of Suburban&#146;s effective shelf registration statement on Form S-3, may be obtained from:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Banc of America Securities LLC<BR>
One Bryant Park<BR>
New York, NY 10036<BR>
Attention: Prospectus Department<BR>
(800)&nbsp;294-1322<BR>
dg.prospectus_distribution@bofasecurities.com
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An electronic copy of the preliminary prospectus supplement and the accompanying base
prospectus may also be obtained at no charge at the Securities and Exchange Commission&#146;s website at
www.sec.gov.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 2020 Senior Notes are being offered pursuant to an effective registration statement that
Suburban previously filed with the Securities and Exchange Commission. This press release does not
constitute an offer to sell or a solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the laws of
such jurisdiction. The offering of the 2020 Senior Notes will be made only by means of a
preliminary prospectus supplement and the accompanying base prospectus, which is filed as part of
Suburban&#146;s effective shelf registration statement on Form S-3.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>About Suburban Propane Partners, L.P.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suburban Propane Partners, L.P. is a publicly-traded master limited partnership listed on the
New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer
service business since 1928. Suburban serves the energy needs of approximately 850,000 residential,
commercial, industrial and agricultural customers through more than 300 locations in 30 states.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Forward-Looking Statements</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This press release includes forward-looking statements. All statements, other than statements
of historical facts, included in this press release that address activities, events or developments
that Suburban expects, believes or anticipates will or may occur in the future are forward-looking
statements, including statements regarding closing of



</DIV>

<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">the offering and the use of proceeds of the
offering. These statements reflect Suburban&#146;s expectations or forecasts based on assumptions made by the partnership. These statements are subject to risks including
those relating to market conditions, financial performance and results, prices and demand for
natural gas and oil and other important factors that could cause actual results to differ
materially from our forward looking statements. These risks are further described in Suburban&#146;s
reports filed with the Securities and Exchange Commission.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any forward-looking statement speaks only as of the date on which such statement is made and
Suburban undertakes no obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">*&nbsp; *&nbsp; *
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio --><!-- /Folio -->
</DIV>



</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>y03199exv99w2.htm
<DESCRIPTION>EX-99.2
<TEXT>
<HTML>
<HEAD>
<TITLE>exv99w2</TITLE>
</HEAD>
<BODY bgcolor="#FFFFFF">
<!-- PAGEBREAK -->
<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%"></TD>
    <TD width="5%"></TD>
    <TD width="47%"></TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="left" valign="top"><IMG src="y03199y0319901.gif" alt="(SUBURBAN PROPANE LOGO)">
</TD>
    <TD>&nbsp;</TD>
    <TD align="right" valign="top"><B>News Release</B><BR>
Contact: Michael Stivala<BR>
Chief Financial Officer<BR>
P.O. Box 206, Whippany, NJ 07981-0206<BR>
Phone: 973.503.9395</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt"><U><B>FOR IMMEDIATE RELEASE </B></U>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Suburban Propane Partners, L.P.<BR>
Announces Pricing of Public Offering of Senior Notes</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Whippany, New Jersey, March&nbsp;10, 2010&#151; </B>Suburban Propane Partners, L.P. (NYSE:SPH)
(&#147;Suburban&#148;), a nationwide distributor of propane, fuel oil and related products and services, as
well as a marketer of natural gas and electricity, announced today the pricing of its public
offering of $250&nbsp;million aggregate principal amount of 7 3/8% senior notes due 2020. Suburban
Energy Finance Corp., a wholly-owned direct subsidiary of Suburban, is the co-issuer of the notes.
The sale of the notes is expected to close on March&nbsp;23, 2010.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The notes will bear interest at a rate of 7 3/8% per year and mature on March&nbsp;15, 2020.
Before March&nbsp;15, 2013, Suburban may redeem up to 35% of the aggregate principal amount of
outstanding notes with the net proceeds from certain offerings of its common units at a redemption
price equal to 107.375% of their principal amount, plus accrued and unpaid interest, if any, to
the redemption date. On or after March&nbsp;15, 2015, Suburban may redeem the notes at the prices set
forth in the prospectus supplement. In addition, prior to March&nbsp;15, 2015 Suburban may redeem the
notes at a &#147;make whole&#148; premium.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suburban intends to use the net proceeds from the offering to fund the issuers&#146; tender offer
for all of its outstanding 6.875% senior notes due 2013 that was launched on March&nbsp;9, 2010. To the
extent any of the issuers&#146; 6.875% senior notes due 2013 remain outstanding after expiration of the
tender offer, the issuers intend to redeem the notes in accordance with the indenture governing the
6.875% senior notes due 2013.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;BofA Merrill Lynch is acting as representative of the underwriters for the offering. A copy of
the preliminary prospectus supplement and the accompanying base prospectus, which is filed as part
of Suburban&#146;s effective shelf registration statement on Form S-3 (File No.&nbsp;333-165368), may be
obtained from:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Banc of America Securities LLC<BR>
One Bryant Park<BR>
New York, NY 10036<BR>
Attention: Prospectus Department<BR>
(800)&nbsp;294-1322<BR>
dg.prospectus_distribution@bofasecurities.com
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;An electronic copy of the prospectus supplement and the accompanying base prospectus may also
be obtained at no charge at the Securities and Exchange Commission&#146;s website at www.sec.gov.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The notes are being offered pursuant to an effective registration statement that Suburban
previously filed with the Securities and Exchange Commission. This press release does not
constitute an offer to sell or a solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the laws of
such jurisdiction. The offering of the notes will be made only by means of a prospectus supplement
and the accompanying base prospectus, which is filed as part of Suburban&#146;s effective shelf
registration statement on Form S-3 (File No.&nbsp;333-165368).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>About Suburban Propane Partners, L.P.</B>
</DIV>





<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Suburban Propane Partners, L.P. is a publicly-traded master limited partnership listed on the
New York Stock Exchange. Headquartered in Whippany, New Jersey, Suburban has been in the customer
service business since 1928. Suburban serves the energy needs of approximately 850,000
residential, commercial, industrial and agricultural customers through more than 300 locations in
30 states.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Forward-Looking Statements</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This press release includes forward-looking statements. All statements, other than statements
of historical facts, included in this press release that address activities, events or developments
that Suburban expects, believes or anticipates will or may occur in the future are forward-looking
statements, including statements regarding closing of the offering and the use of proceeds of the
offering. These statements reflect Suburban&#146;s expectations or forecasts based on assumptions made
by the partnership. These statements are subject to risks including those relating to market
conditions, financial performance and results, prices and demand for natural gas and oil and other
important factors that could cause actual results to differ materially from our forward looking
statements. These risks are further described in Suburban&#146;s reports filed with the Securities and
Exchange Commission.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any forward-looking statement speaks only as of the date on which such statement is made and
Suburban undertakes no obligation to correct or update any forward-looking statement, whether as a
result of new information, future events or otherwise.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">* * *
</DIV>



<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>




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</TEXT>
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<SEQUENCE>6
<FILENAME>y03199y0319901.gif
<DESCRIPTION>GRAPHIC
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`
end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
