8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 9, 2010

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of registrant as specified in its charter)

Delaware	1-14222	22-3410353
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

240 Route 10 West
Whippany, NJ	07981
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (973) 887-5300

(Former name or former address, if changed since last report.)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

Credit Agreement

     On March 9, 2010, Suburban’s Credit Agreement (the “Credit Agreement”), dated June 26, 2009, among Suburban, Suburban Propane, L.P., Bank of America, N.A. and the other lenders named therein, was amended (the “Credit Agreement Amendment”) to make certain technical amendments with respect to agreements relating to refinancing and other indebtedness.

     The description of the Credit Agreement Amendment in this Form 8-K is a summary and is qualified in its entirety by the terms of the Credit Agreement Amendment. A copy of the Credit Agreement Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 8.01 Regulation FD Disclosure.

     On March 9, 2010, Suburban issued a press release announcing that it, together with Suburban Energy Finance Corp., a wholly-owned subsidiary (collectively, the “Issuers”), had commenced a cash tender offer for any and all of the $250 million aggregate principal amount of their unsecured 6.875% senior notes due 2013 (the “Notes”). In connection with the tender offer, the Issuers are soliciting consents to effect certain proposed amendments to the indenture governing the Notes to eliminate most of the restrictive covenants and amend certain other provisions.

     A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits:

10.1

First Amendment to Credit Agreement, dated March 9, 2010, by and among Suburban Propane, L.P., Suburban Propane Partners, L.P., each lender signatory thereto and Bank of America, N.A., as the administrative agent for the lenders therein.

99.1

Press release of Suburban Propane Partners, L.P. dated March 9, 2010, announcing the commencement of a cash tender offer for any and all of the $250 million aggregate principal amount of the unsecured 6.875% senior notes due 2013 of Suburban Propane Partners, L.P. and Suburban Energy Finance Corp. and a related solicitation of consents to certain proposed amendments to the indenture governing such notes.

SIGNATURES

     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.

	SUBURBAN PROPANE PARTNERS, L.P.
Date: March 9, 2010	By:	/s/ MICHAEL A. STIVALA
		Name:	Michael A. Stivala
		Title:	Chief Financial Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of March 9, 2010, by and among SUBURBAN PROPANE, L.P., a Delaware limited partnership (the “Borrower”), SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (the “Parent”), EACH LENDER SIGNATORY HERETO, and BANK OF AMERICA, N.A., as the administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender, L/C Issuer and a Lender. Reference is made to the Credit Agreement dated as of June 26, 2009 among the Borrower, the Parent, the Administrative Agent, the Swing Line Lender, the L/C Issuers and the Lenders (the “Credit Agreement”; capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement). In consideration of the mutual covenants and the fulfillment of the conditions set forth herein, the parties hereby agree as follows:

     1. Amendments to Credit Agreement Section 7.09(a) (Burdensome Agreements). Effective as of the First Amendment Effective Date:

     (a) Section 7.09(a) of the Credit Agreement is hereby amended by inserting after the phrase “or the Parent Note Indenture as in effect on the date hereof” the following: “or any indenture or other agreement executed in connection with Parent Refinancing Notes or any other unsecured Indebtedness and containing provisions governing the matters described in this Section 7.09(a) that are, taken as a whole, either substantially similar to, or not materially more restrictive than, those contained in the Parent Note Indenture as in effect on the date hereof”.

     (b) Section 7.09(b) of the Credit Agreement is hereby amended to read as follows: “Enter into any amendment or other agreement in respect of Indebtedness (other than in respect of Parent Refinancing Notes) which contains covenants materially more restrictive, taken as a whole, than the provisions of Article VI and Article VII and, in the case of an agreement in respect of Parent Refinancing Notes, contains covenants materially more restrictive, taken as a whole, than the covenants contained in the Parent Note Indenture as in effect on the date hereof”.

     2. Full Force and Effect of Agreement; Representations and Warranties. Except as hereby specifically amended, the Credit Agreement and the other Loan Documents shall remain in full force and effect according to their respective terms. The Borrower and the Parent confirm that the Liens held by the Administrative Agent for the benefit of the Lenders as security for payment of the Obligations remain in full force and effect and are unimpaired by this Amendment, and certify that prior to and after giving effect to this Amendment, no Default or Event of Default exists.

     3. Conditions to Effectiveness. This Amendment shall be effective on the date (the “First Amendment Effective Date”) upon which the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Guarantors and the Required Lenders.

     4. Counterparts; Governing Law. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by telecopy or in electronic form shall be effective as the delivery of a manually executed counterpart. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York.

[Remainder of Page Intentionally Left Blank. Signature Pages Follow.]

FIRST AMENDMENT TO CREDIT AGREEMENT
Page 1

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the day and year first above written.

BORROWER: SUBURBAN PROPANE, L.P.
By:	/s/ Michael A. Stivala
	Name:	Michael A. Stivala
	Title:	Chief Financial Officer
PARENT: SUBURBAN PROPANE PARTNERS, L.P.
By:	/s/ Michael A. Stivala
	Name:	Michael A. Stivala
	Title:	Chief Financial Officer

CONSENT OF GUARANTORS

     By signing below, each Guarantor consents to this Amendment, acknowledges and agrees that its obligations in respect of the Guaranty and other Loan Documents to which it is a party are not impaired by this Amendment, and confirm that the Liens held by the Administrative Agent for the benefit of the Lenders as security for payment of the Obligations remain in full force and effect and are unimpaired by this Amendment.

GUARANTORS:

SUBURBAN LP HOLDING, INC., a Delaware corporation
SUBURBAN LP HOLDING, LLC, a Delaware limited liability company
SUBURBAN SALES & SERVICE, INC., a Delaware corporation
GAS CONNECTION, LLC, an Oregon limited liability company
SUBURBAN FRANCHISING, LLC, a Nevada limited liability company
SUBURBAN PLUMBING NEW JERSEY LLC, a Delaware limited liability company
SUBURBAN HEATING OIL PARTNERS, LLC, a Delaware limited liability company
AGWAY ENERGY SERVICES, LLC, a Delaware limited liability company
SUBURBAN ENERGY FINANCE CORP., a Delaware corporation
 

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

SUBURBAN ENERGY SERVICES GROUP LLC, a Delaware limited liability company
By:	/s/ Michael A. Stivala
	Name:	Michael A. Stivala
	Title:	Chief Financial Officer

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

BANK OF AMERICA, N.A., as Administrative Agent
By:	/s/ Aamir Saleem
	Name:	Aamir Saleem
	Title:	Vice President
BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
By:	/s/ Christen A. Lacey
	Name:	Christen A. Lacey
	Title:	Senior Vice President

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender
By:	/s/ J. Alan Alexander
	Name:	J. Alan Alexander
	Title:	Senior Vice President

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

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

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

RBS CITIZENS, N.A., as a Lender
By:	/s/ Barrett D. Bencivenga
	Name:	Barrett D. Bencivenga
	Title:	Senior Vice President

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

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

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

TORONTO DOMINION (NEW YORK) LLC, as a Lender
By:
	Name:
	Title:

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

SOVEREIGN BANK, as a Lender
By:	/s/ Ronald Andersen
	Name:	Ronald Andersen
	Title:	Vice President

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender
By:
	Name:
	Title:
By:
	Name:
	Title:

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

ISRAEL DISCOUNT BANK OF NEW YORK, as a Lender
By:
	Name:
	Title:
By:
	Name:
	Title:

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

JPMORGAN CHASE BANK, N.A., as a Lender
By:
	Name:
	Title:

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

RAYMOND JAMES BANK, FSB, as a Lender
By:
	Name:
	Title:

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

CITIBANK, N.A., as a Lender
By:
	Name:
	Title:

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

GOLDMAN SACHS BANK USA, as a Lender
By:	/s/ Andrew Caditz
	Name:	Andrew Caditz
	Title:	Authorized Signatory

SIGNATURE PAGE TO
FIRST AMENDMENT TO CREDIT AGREEMENT

EX-99.1

Exhibit 99.1

News Release
Contact: Michael Stivala
Chief Financial Officer
P.O. Box 206, Whippany, NJ 07981-0206
Phone: 973-503-9252

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P.
Announces Tender for Any and All of its $250,000,000 Aggregate Principal Amount of 6.875% Senior Notes
and Related Solicitation of Consents

     Whippany, New Jersey, March 9, 2010 — Suburban Propane Partners, L.P. (NYSE:SPH) (“Suburban Propane”), 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 Suburban Energy Finance Corp. and Suburban Propane (collectively “Suburban”), have commenced a cash tender offer for any and all of the $250,000,000 aggregate principal amount of their 6.875% Senior Notes due 2013 with CUSIP number 864486AB1 (the “Notes”) and a related solicitation of consents (together, the “Offer”) to certain proposed amendments to the indenture governing the Notes (the “Consents”).

     The Offer will expire at 12:00 midnight, New York City time, on April 5, 2010, unless extended (such date and time, as the same may be extended, the “Expiration Date”). Holders who validly tender their Notes and provide their Consents prior to 5:00 p.m., New York City time, on March 22, 2010, unless such date is extended or earlier terminated (the “Consent Payment Deadline”), will be entitled to receive the total consideration of $1,025.42, payable in cash for each $1,000 principal amount of Notes accepted for payment, which includes a consent payment of $30.00 per $1,000 principal amount of Notes accepted for payment. The Offer contemplates an early settlement option, so that holders whose Notes are validly tendered prior to the Consent Payment Deadline and accepted for purchase could receive payment as early as March 23, 2010 (the “Initial Settlement Date”). Holders who validly tender their Notes after the Consent Payment Deadline, but on or prior to the Expiration Date will receive $995.42 for each $1,000 principal amount of Notes accepted for purchase, which amount is equal to the total consideration less the consent payment. Accrued and unpaid interest, up to, but not including, the applicable settlement date will be paid in cash on all validly tendered and accepted Notes. The settlement date with respect to all Notes not settled at the Initial Settlement Date is expected to be April 6, 2010, or promptly thereafter.

     Holders tendering their Notes will be deemed to have delivered their Consent to certain proposed amendments to the indenture governing the Notes, which will eliminate certain covenants and certain provisions relating to events of default. Following receipt of Consents of at least a majority in aggregate principal amount of the outstanding Notes, Suburban will execute a supplemental indenture effecting the proposed amendments.

     The closing of the Offer will be subject to a number conditions that are set forth in the Offer to Purchase and Consent Solicitation Statement dated March 9, 2010 (the “Offer to Purchase”), including, (i) the receipt of the required Consents to amend and supplement the indenture governing the Notes and the execution by the applicable parties of the supplemental indenture effecting such amendments, and (ii) the successful completion by Suburban of a new senior debt offering. The Offer is not conditioned on any minimum amount of Notes being tendered. Notes validly tendered and Consents validly delivered may not be withdrawn on or following the date of the execution of the supplemental indenture except as may be required by law.

     The terms and conditions of the Offer, including Suburban’s obligation to accept the Notes tendered and pay the purchase price therefor, are set forth in the Offer to Purchase. Suburban may amend, extend or, subject to certain conditions, terminate the Offer.

     In connection with the Offer, Suburban has retained BofA Merrill Lynch as the dealer manager. Questions regarding the Offer may be directed to BofA Merrill Lynch, Debt Advisory Services Group, at (888) 292-0070 (toll-free) and (980) 388-4603 (collect). Copies of the Offer to Purchase can be obtained from the information agent,

D.F. King & Co., Inc. at (800) 488-8035 (toll-free) and (212) 269-5550 (collect). For questions concerning delivery by means of the Automated Tender Offer Program please contact The Bank of New York Mellon, the Depositary for the Offer, at (212)-815-3687.

About Suburban Propane Partners, L.P.

     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.

About Suburban Energy Finance Corp.

     Suburban Energy Finance Corp. is a Delaware corporation and a wholly-owned subsidiary of Suburban Propane formed for the sole purpose of acting as the co-issuer of the Notes. It has nominal assets and does not and will not conduct any operations or have any employees.

Forward-Looking Statements

     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’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’s reports filed with the Securities and Exchange Commission.

     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.

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