Dealer Manager Agreement (2009)Full Document 

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August 10, 2009
Suburban Propane Partners, L.P.
Suburban Energy Finance Corp.
240 Route 10 West
Whippany, NJ 07981
Attention: Michael J. Dunn, Jr., President
Ladies and Gentlemen:
     This dealer manager agreement (this “Agreement”) will confirm the understanding among Suburban Propane Partners, L.P., a Delaware limited partnership (the “Company”), Suburban Energy Finance Corp., a Delaware Corporation (the “Co-Issuer”), Banc of America Securities LLC (“BAS”) and Wells Fargo Securities, LLC (“Wells Fargo”) pursuant to which the Company has retained BAS to act as lead dealer manager and Wells Fargo to act as co-dealer manager (together, the “Dealer Managers”), on the terms and subject to the conditions set forth herein, in connection with the proposed tender offer (the “Tender Offer”) for certain of the Company’s and the Co-Issuer’s outstanding 6.875% Senior Notes due 2013 (the “Notes”). The holders of Notes are hereinafter referred to as the “Holders.”
     Section 1. Engagement. Subject to the terms and conditions set forth herein:
     (a) The Company and the Co-Issuer hereby retain the Dealer Managers, and the Dealer Managers agree to act, as the exclusive dealer managers 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 Managers 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 “Tender Documents”). The Dealer Managers agree that they 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 and direct the Dealer Managers, in accordance with their 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.
     (b) The Company and the Co-Issuer acknowledge that the Dealer Managers have been retained solely to provide the services set forth in this Agreement. The Company and the Co-Issuer also acknowledge and agree that, in their respective capacities as Dealer Managers, each



Dealer Manager shall act as an independent contractor on an arm’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 each Dealer Manager’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 a Dealer Manager is a registered licensed broker or dealer, it shall be deemed made by such Dealer Manager on behalf

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