-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, F2UbKvg75zyLgJo+jtCdcNMrFSzW91ENXOEL9X1HQrHFzgU9f5JcGfCJZehdp2ce yWn5JW8IkZ7sLHcahgI9wg== 0000950136-06-008686.txt : 20061019 0000950136-06-008686.hdr.sgml : 20061019 20061019141151 ACCESSION NUMBER: 0000950136-06-008686 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20061019 DATE AS OF CHANGE: 20061019 EFFECTIVENESS DATE: 20061019 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: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-138077 FILM NUMBER: 061153032 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 S-3ASR 1 file1.htm

As filed with the Securities and Exchange Commission on October 18, 2006

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under
The Securities Act of 1933

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)


Delaware			22-3410353
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

240 Route 10 West
Whippany, NJ 07981
(973) 887-5300

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Paul E. Abel, Esq.
General Counsel and Secretary
One Suburban Plaza
240 Route 10 West
Whippany, NJ 07981
(973) 887-5300

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Todd R. Chandler, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the ‘‘Securities Act’’), other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box:

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered		Proposed Maximum Offering Price Per Unit⁽¹⁾			Proposed Maximum Aggregate Offering Price⁽¹⁾			Amount of Registration Fee
Common Units		2,299,216		$	34.385		$	79,058,542.16		$	8,460


(1)	Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, and based on the average of the high and low prices of our common units on October 13, 2006 as reported on the New York Stock Exchange.

PROSPECTUS

2,299,216 Common Units

SUBURBAN PROPANE PARTNERS, L.P.

This prospectus relates to 2,299,216 of our common units that may be offered for resale from time to time by certain of our unitholders who are identified in this prospectus. The common units may be offered for resale in amounts, at prices and on terms to be determined at the time of the offering.

On October 19, 2006, following unitholder approval at the 2006 Tri-Annual Meeting of Unitholders, we issued 2,300,000 common units to our general partner in exchange for the cancellation of (1) all incentive distribution rights in us and (2) the economic interests included in the general partner interests it held in us and our operating partnership subsidiary. Immediately after the effectiveness of the registration statement of which this prospectus is a part, our general partner distributed 2,299,216 of these common units to its direct and indirect members, who are the selling unitholders named in this prospectus.

The selling unitholders may offer and sell their common units through public or private transactions, at prevailing market prices, or at privately negotiated prices, and may offer their common units to or through one or more underwriters, brokers, dealers, or agents, or directly to purchasers on a continuous or delayed basis. Any prospectus supplement for a particular offering will describe in detail the plan of distribution for that offering. See ‘‘Plan of Distribution’’ on page 18 for additional information on the potential methods of sale. We will not receive any of the proceeds from the sale of common units by the selling unitholders.

Our common units are limited partner interests, which are inherently different from the capital stock of a corporation. Our common units are traded on the New York Stock Exchange under the symbol ‘‘SPH’’. On October 13, 2006, the last sales price of our common units as reported by the NYSE was $34.42 per common unit.

Investing in our common units involves risks. See ‘‘Risk Factors’’ beginning on page 5 and in the documents we incorporate by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is October 19, 2006.

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ABOUT THIS PROSPECTUS

This prospectus is part of a ‘‘shelf’’ registration statement that we have filed with the Securities and Exchange Commission (the ‘‘SEC’’). By using this prospectus, the selling unitholders may resell, from time to time, in one or more offerings, the common units described in this prospectus.

For further information about our business and the securities offered by this prospectus, you should refer to the registration statement and its exhibits (including the documents incorporated by reference in this prospectus). The exhibits to this registration statement and the documents incorporated by reference in this prospectus contain the full text of certain contracts and other important documents that are summarized in this prospectus and the documents incorporated by reference in this prospectus. The registration statement and the documents incorporated by reference in this prospectus can be obtained from the SEC as indicated under the heading ‘‘Where You Can Find Additional Information.’’

You should rely only on the information incorporated by reference or provided in this prospectus and any prospectus supplement. We have authorized no one to provide you with different information. This prospectus may only be used where it is legal to sell these securities. You should assume that the information in this prospectus is accurate only as of the date of the prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

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ABOUT SUBURBAN PROPANE PARTNERS, L.P.

We are a nationwide marketer and distributor of a diverse array of products to meet the energy needs of our customers. We specialize in propane, fuel oil and other refined fuels, as well as the marketing of natural gas and electricity in deregulated markets. To complement our core marketing and distribution operations, we install and service a variety of home comfort equipment, particularly in the areas of heating, ventilation and air conditioning. We believe, based on LP/Gas Magazine dated February 2005, that we are the third largest retail marketer of propane in the United States, measured by the retail gallons we sold in our fiscal year ended September 25, 2004. As of September 24, 2005, we were serving the energy needs of more than 1,000,000 active residential, commercial, industrial and agricultural customers through approximately 370 customer service centers in 30 states located primarily in the east and west coast regions of the United States. We sold approximately 516.0 million gallons of propane to retail customers and 244.5 million gallons of fuel oil and other refined fuels during the fiscal year ended September 24, 2005. Together with our predecessor companies, we have been continuously engaged in the retail propane business since 1928.

We conduct our business principally through our wholly-owned subsidiary, Suburban Propane, L.P. (the ‘‘Operating Partnership’’), and its direct and indirect subsidiaries. Our general partner is Suburban Energy Services Group LLC, a Delaware limited liability company. As a result of the exchange transaction described below, our general partner owns 784 common units and has no other economic rights in either us or the Operating Partnership.

We are a publicly traded Delaware limited partnership. Our common units are listed on the New York Stock Exchange and traded under the symbol ‘‘SPH’’. Our principal executive offices are located at 240 Route 10 West, Whippany, New Jersey 07981, and our phone number is (973) 887-5300. Our internet webpage is located at www.suburbanpropane.com; however, the information in, or that can be accessed through, our webpage is not part of this prospectus.

References in this prospectus to ‘‘Suburban,’’ ‘‘the Partnership,’’ ‘‘we,’’ ‘‘us’’ and ‘‘our’’ refer to Suburban Propane Partners, L.P. and its subsidiaries, unless the context otherwise requires.

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FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements (‘‘Forward-Looking Statements’’) as defined in the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, relating to our future business expectations and predictions and financial condition and results of operations. Some of these statements can be identified by the use of forward-looking terminology such as ‘‘prospects,’’ ‘‘outlook,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘anticipates,’’ ‘‘expects’’ or ‘‘plans’’ or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategies or risks and uncertainties. These Forward-Looking Statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements (statements contained in this prospectus identifying such risks and uncertainties are referred to as ‘‘Cautionary Statements’’). The risks and uncertainties and their impact on our results include, but are not limited to, the following:


	•	The impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas and electricity;


	•	Fluctuations in the unit cost of propane, fuel oil and other refined fuels and natural gas, and the impact of price increases on customer conservation;


	•	Our ability to compete with other suppliers of propane, fuel oil and other energy sources;


	•	The impact on the price and supply of propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, war in the Middle East, global terrorism and other general economic conditions;


	•	Our ability to acquire and maintain reliable transportation for our propane, fuel oil and other refined fuels;


	•	Our ability to retain customers;


	•	The impact of energy efficiency and technology advances on the demand for propane and fuel oil;


	•	The ability of management to continue to control expenses, including the results of our recent field realignment initiative;


	•	The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and global warming and other regulatory developments, on our business;


	•	The impact of legal proceedings on our business;


	•	The impact of operating hazards that could adversely affect our operating results to the extent not covered by insurance; and


	•	Our ability to integrate acquired businesses successfully.

Some of these Forward-Looking Statements are discussed in more detail in ‘‘Risk Factors’’ beginning on page 5 of this prospectus. On different occasions, we or our representatives have made or may make Forward-Looking Statements in other filings with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made. We undertake no obligation to update any Forward-Looking Statements or Cautionary Statements. All subsequent written and oral Forward-Looking Statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the Cautionary Statements in this prospectus and in future SEC reports. For a more complete discussion of specific factors which could cause actual results to differ from those in the Forward-Looking Statements or Cautionary Statements, see the ‘‘Risk Factors’’ section of this prospectus.

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SUMMARY OF THE OFFERING


Common Units Offered by Selling Unitholders:		2,299,216 common units issued in the exchange transaction described below.


Exchange Transaction		On October 19, 2006, following unitholder approval at the 2006 Tri-Annual Meeting of Unitholders, we issued 2,300,000 common units to our general partner in exchange for the cancellation of (1) all incentive distribution rights in us and (2) the economic interests included in the general partner interests it held in us and the Operating Partnership. Immediately after the effectiveness of the registration statement of which this prospectus is a part, our general partner distributed 2,299,216 of these common units to its direct and indirect members, who are the selling unitholders named in this prospectus. Suburban Energy Services Group LLC remains both our general partner and the general partner of the Operating Partnership; however it has no economic interest in any future cash distributions (other than as a holder of 784 common units received in the exchange transaction and not distributed to its members).


Use of Proceeds:		The selling unitholders will receive all of the net proceeds from the sale of common units in this offering. We will not receive any of the proceeds from the sale of common units by the selling unitholders.


New York Stock Exchange Symbol:		SPH

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RISK FACTORS

You should carefully consider the specific risk factors set forth below as well as the other information contained or incorporated by reference in this prospectus before deciding to invest in our common units. Some factors in this section are ‘‘forward-looking statements.’’ See ‘‘Forward Looking Statements.’’

Risks Inherent in Our Business Operations

Since weather conditions may adversely affect demand for propane, fuel oil and other refined fuels and natural gas, our results of operations and financial condition are vulnerable to warm winters.

Weather conditions have a significant impact on the demand for propane, fuel oil and other refined fuels and natural gas for both heating and agricultural purposes. Many of our customers rely heavily on propane, fuel oil or natural gas as a heating source. The volume of propane, fuel oil and natural gas sold is at its highest during the six-month peak heating season of October through March and is directly affected by the severity of the winter. Typically, we sell approximately two-thirds of our retail propane volume and approximately three-fourths of our retail fuel oil volume during the peak heating season.

Actual weather conditions can vary substantially from year to year, significantly affecting our financial performance. For example, average temperatures in our service territories were 10% warmer than normal for the nine months ended June 24, 2006 compared to 5% warmer than normal in the prior year period, as reported by NOAA. During the critical heating months of January and February 2006, average temperatures were 20% warmer than normal. Nationwide average temperatures, as reported by NOAA, averaged 7% warmer than normal in fiscal years 2005 and 2004. Furthermore, variations in weather in one or more regions in which we operate can significantly affect the total volume of propane, fuel oil and other refined fuels and natural gas we sell and, consequently, our results of operations. Variations in the weather in the northeast, where we have a greater concentration of higher margin residential accounts and substantially all of our fuel oil and natural gas operations, generally have a greater impact on our operations than variations in the weather in other markets. Our ability to pay principal and interest on our indebtedness depends on the cash generated by the Operating Partnership. The Operating Partnership's financial performance is affected by weather conditions. As a result, we can make no assurances that the weather conditions in any quarter or year will not have a material adverse effect on our operations, or that our Available Cash will be sufficient to pay distributions to our unitholders, and principal and interest on our indebtedness.

Sudden increases in the price of propane, fuel oil and other refined fuels and natural gas due to, among other things, our inability to obtain adequate supplies from our usual suppliers, may adversely affect our operating results.

Our profitability in the retail propane and refined fuels and natural gas businesses is largely dependent on the difference between our product cost and retail sales price. Propane, fuel oil and other refined fuels and natural gas are commodities, and the unit price we pay is subject to volatile changes in response to changes in supply or other market conditions over which we have no control, including the severity of winter weather and the price and availability of competing alternative energy sources. In general, product supply contracts permit suppliers to charge posted prices at the time of delivery or the current prices established at major supply points, including Mont Belvieu, Texas, and Conway, Kansas. In addition, our supply from our usual sources may be interrupted due to reasons that are beyond our control. As a result, the cost of acquiring propane, fuel oil and other refined fuels and natural gas from other suppliers might be materially higher at least on a short-term basis. Since we may not be able to pass on to our customers immediately, or in full, all increases in our wholesale cost of propane, fuel oil and other refined fuels and natural gas, these increases could reduce our profitability. We engage in transactions to hedge certain product costs from time to time in an attempt to reduce cost volatility and to help ensure availability of product during periods of short supply. We can make no assurance that future volatility in propane, refined fuel and natural gas supply costs will not have a material adverse effect on our profitability and cash flow, or our Available Cash required to pay distributions to our unitholders, or principal and interest on our indebtedness.

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Because of the highly competitive nature of the retail propane and fuel oil businesses, we may not be able to retain existing customers or acquire new customers, which could have an adverse impact on our operating results and financial condition.

The retail propane and fuel oil industries are mature and highly competitive. We expect overall demand for propane to remain relatively constant over the next several years, while we expect the overall demand for fuel oil to be relatively flat to moderately declining during the same period. Year-to-year industry volumes of propane and fuel oil are expected to be primarily affected by weather patterns and from competition intensifying during warmer than normal winters.

Propane and fuel oil compete in the alternative energy sources market with electricity, natural gas and other existing and future sources of energy, some of which are, or may in the future be, less costly for equivalent energy value. For example, natural gas is a significantly less expensive source of energy than propane and fuel oil. As a result, except for some industrial and commercial applications, propane and fuel oil are generally not economically competitive with natural gas in areas where natural gas pipelines already exist. The gradual expansion of the nation's natural gas distribution systems has made natural gas available in many areas that previously depended upon propane or fuel oil. Propane and fuel oil compete to a lesser extent with each other due to the cost of converting from one to the other.

In addition to competing with other sources of energy, our propane and fuel oil businesses compete with other distributors principally on the basis of price, service, availability and portability. Competition in the retail propane business is highly fragmented and generally occurs on a local basis with other large full-service multi-state propane marketers, thousands of smaller local independent marketers and farm cooperatives. Our fuel oil business competes with fuel oil distributors offering a broad range of services and prices, from full service distributors to those offering delivery only. Generally, our existing fuel oil customers, unlike our existing propane customers, own their own tanks. As a result, the competition for these customers is more intense than in our propane business, where our existing customers seeking to switch distributors may face additional transition costs and delays.

As a result of the highly competitive nature of the retail propane and fuel oil businesses, our growth within these industries depends on our ability to acquire other retail distributors, open new customer service centers, add new customers and retain existing customers. We believe our ability to compete effectively depends on reliability of service, responsiveness to customers and our ability to control expenses in order to maintain competitive prices.

The risk of terrorism and political unrest and the current hostilities in the Middle East may adversely affect the economy and the price and availability of propane, fuel oil and other refined fuels and natural gas.

Terrorist attacks and political unrest and the current hostilities in the Middle East may adversely impact the price and availability of propane, fuel oil and other refined fuels and natural gas, as well as our results of operations, our ability to raise capital and our future growth. The impact that the foregoing may have on our industry in general, and on us in particular, is not known at this time. An act of terror could result in disruptions of crude oil or natural gas supplies and markets (the sources of propane and fuel oil), and our infrastructure facilities could be direct or indirect targets. Terrorist activity may also hinder our ability to transport propane, fuel oil and other refined fuels if our means of supply transportation, such as rail or pipeline, become damaged as a result of an attack. A lower level of economic activity could result in a decline in energy consumption, which could adversely affect our revenues or restrict our future growth. Instability in the financial markets as a result of terrorism could also affect our ability to raise capital. Terrorist activity could likely lead to increased volatility in prices for propane, fuel oil and other refined fuels and natural gas. We have opted to purchase insurance coverage for terrorist acts within our property and casualty insurance programs, but we can make no assurance that our insurance coverage will be adequate to fully compensate us for any losses to our business or property resulting from terrorist acts.

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Energy efficiency, general economic conditions and technology advances have affected and may continue to affect demand for propane and fuel oil by our retail customers.

The national trend toward increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, has adversely affected the demand for propane and fuel oil by our retail customers which, in turn, has resulted in lower sales volumes to our customers. In addition, recent economic conditions may lead to additional conservation by retail customers to further reduce their heating costs. Future technological advances in heating, conservation and energy generation may adversely affect our financial condition and results of operations.

Our financial condition and results of operations may be adversely affected by governmental regulation and associated environmental and health and safety costs.

Our business is subject to a wide range of federal, state and local laws and regulations related to environmental and health and safety matters including those concerning, among other things, the investigation and remediation of contaminated soil and groundwater and transportation of hazardous materials. These requirements are complex, changing and tend to become more stringent over time. In addition, we are required to maintain various permits that are necessary to operate our facilities, some of which are material to our operations. There can be no assurance that we have been, or will be, at all times in complete compliance with all legal, regulatory and permitting requirements or that we will not incur material costs or liabilities in the future relating to such requirements. Violations could result in penalties, or the curtailment or cessation of operations. Moreover, currently unknown environmental issues, such as the discovery of additional contamination, may result in significant additional expenditures, and potentially significant expenditures also could be required to comply with future changes to environmental laws and regulations or the interpretation or enforcement thereof. Such expenditures, if required, could have a material adverse effect on our business, financial condition or results of operations.

We are subject to operating hazards and litigation risks that could adversely affect our operating results to the extent not covered by insurance.

Our operations are subject to all operating hazards and risks normally associated with handling, storing and delivering combustible liquids such as propane, fuel oil and other refined fuels. As a result, we have been, and are likely to continue to be, a defendant in various legal proceedings and litigation arising in the ordinary course of business. We are self-insured for general and product, workers' compensation and automobile liabilities up to predetermined amounts above which third-party insurance applies. We cannot guarantee that our insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available at economical prices, nor that all legal matters that arise will be covered by our insurance programs.

If we are unable to make acquisitions on economically acceptable terms or effectively integrate such acquisitions into our operations, our financial performance may be adversely affected.

The retail propane and fuel oil industries are mature. We foresee only limited growth in total retail demand for propane and flat to moderately declining retail demand for fuel oil. With respect to our retail propane business, because of the long-standing customer relationships that are typical in our industry, the inconvenience of switching tanks and suppliers and propane's higher cost relative to other energy sources, such as natural gas, it may be difficult for us to acquire new retail propane customers except through acquisitions. As a result, we expect the success of our financial performance to depend in part upon our ability to acquire other retail propane and fuel oil distributors or other energy-related businesses and to successfully integrate them into our existing operations and to make cost saving changes. The competition for acquisitions is intense and we can make no assurance that we will be able to acquire other propane and fuel oil distributors or other energy-related businesses on economically acceptable terms.

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Risks Inherent in the Ownership of Our Common Units

Cash distributions are not guaranteed and may fluctuate with our performance and other external factors.

Cash distributions on our common units are not guaranteed, and depend primarily on cash flow and cash reserves. Because they are not dependent on profitability, which is affected by non-cash items, our cash distributions might be made during periods when we record losses and might not be made during periods when we record profits.

The amount of cash we generate may fluctuate based on our performance and other factors, including:


	•	the impact of the risks inherent in our business operations, as described above;


	•	required principal and interest payments on our debt and restrictions contained in our debt instruments;


	•	issuances of debt and equity securities;


	•	our ability to control expenses;


	•	fluctuations in working capital;


	•	capital expenditures; and


	•	financial, business and other factors, a number of which will be beyond our control.

The Third Amended and Restated Agreement of Limited Partnership (the ‘‘Partnership Agreement’’) gives our Board of Supervisors broad discretion in establishing cash reserves for, among other things, the proper conduct of our business. These cash reserves will affect the amount of cash available for distributions.

We have substantial indebtedness. Our debt agreements may limit our ability to make distributions to our unitholders as well as our financial flexibility.

As of June 24, 2006, we had total outstanding borrowings of $548.2 million, including $423.2 million of senior notes issued by the Partnership and our wholly-owned subsidiary Suburban Energy Finance Corporation and $125.0 million of borrowings under the Operating Partnership's bank credit facility. The payment of principal and interest on our debt will reduce the cash available to make distributions on the common units. In addition, we will not be able to make any distributions to our unitholders if there is, or after giving effect to such distribution, there would be, an event of default under the indenture governing the 2003 Senior Notes. The amount of distributions that the Partnership makes is limited by the 2003 Senior Notes, and the amount of distributions that the Operating Partnership may make to the Partnership is limited by the Revolving Credit Agreement. The amount and terms of our debt may also adversely affect our ability to finance future operations and capital needs, limit our ability to pursue acquisitions and other business opportunities and make our results of operations more susceptible to adverse economic and industry conditions. In addition to our outstanding indebtedness, we may in the future incur additional debt to finance acquisitions or for general business purposes, which could result in a significant increase in our leverage. Our ability to make principal and interest payments depends on our future performance, which is subject to many factors, some of which are beyond our control.

Unitholders have limited voting rights.

A Board of Supervisors manages our operations. Holders of common units have only limited voting rights on matters affecting our business. Holders of common units elect our Board of Supervisors every three years. We presently expect that the next Tri-Annual Meeting of Unitholders will be held in the first half of 2009.

Our Partnership Agreement restricts business combinations with certain interested unitholders.

Our Partnership Agreement includes a provision based on Section 203 of the Delaware General Corporation Law. This provision may have an anti-takeover effect with respect to transactions the Board of Supervisors does not approve in advance. It generally prohibits us from engaging in a

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business combination with an interested unitholder for a period of three years following the date the person became an interested unitholder, unless: (i) prior to the date of the transaction pursuant to which a person becomes an interested unitholder, the Board of Supervisors approved such transaction; (ii) the unitholder owned at least 85% of the common units outstanding at the time such transaction commenced, excluding for purposes of determining the number of common units outstanding, common units owned by persons who are Supervisors or officers; or (iii) on or subsequent to the date of the transaction, the business combination is approved by the Board of Supervisors and authorized at an annual or special meeting of unitholders by the affirmative vote of holders of at least 66 2/3% of the outstanding common units that are not owned by the interested unitholder. A ‘‘business combination’’ is defined generally as a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested unitholder. An ‘‘interested unitholder’’ is defined generally as a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested unitholder status, owned 15% or more of the common units. Amendments to the provisions of the Partnership Agreement relating to business combinations with interested unitholders and any definitions used in such provisions would require the approval of the holders of at least 66 2/3% of the outstanding common units.

Unitholders may not have limited liability in some circumstances.

A number of states have not clearly established limitations on the liabilities of limited partners for the obligations of a limited partnership. The unitholders might be held liable for our obligations as if they were general partners if:


	•	a court or government agency determined that we were conducting business in the state but had not complied with the state's limited partnership statute; or


	•	unitholders' rights to act together to remove or replace the general partner or take other actions under the Partnership Agreement constitute ‘‘participation in the control’’ of our business for purposes of the state's limited partnership statute.

Unitholders may have liability to repay distributions.

Unitholders will not be liable for assessments in addition to their initial capital investment in the common units. Under specific circumstances, however, unitholders may have to repay to us amounts wrongfully returned or distributed to them. Under Delaware law, we may not make a distribution to unitholders if the distribution causes our liabilities to exceed the fair value of our assets. Liabilities to partners on account of their partnership interests and nonrecourse liabilities are not counted for purposes of determining whether a distribution is permitted. Delaware law provides that a limited partner who receives a distribution of this kind and knew at the time of the distribution that the distribution violated Delaware law will be liable to the limited partnership for the distribution amount for three years from the distribution date. Under Delaware law, an assignee who becomes a substituted limited partner of a limited partnership is liable for the obligations of the assignor to make contributions to the partnership. However, such an assignee is not obligated for liabilities unknown to him at the time he or she became a limited partner if the liabilities could not be determined from the partnership agreement.

If we issue additional limited partner interests or other equity securities as consideration for acquisitions or for other purposes, the relative voting strength of each common unitholder will be diminished over time due to the dilution of each common unitholder's interests and additional taxable income may be allocated to each common unitholder.

The Partnership Agreement generally allows us to issue additional limited partner interests and other equity securities without the approval of the unitholders. Therefore, when we issue additional common units or securities ranking on a parity with the common units, each common unitholder's proportionate partnership interest will decrease, and the amount of cash distributed on each common unit and the market price of common units could decrease. The issuance of additional common units will also diminish the relative voting strength of each previously outstanding common unit. In addition, the issuance of additional common units will, over time, result in the allocation of additional taxable income, representing built-in gain at the time of the new issuance, to those unitholders that existed prior to the new issuance.

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Tax Risks to Unitholders

Our tax treatment depends on our status as a partnership for federal income tax purposes. The Internal Revenue Service could treat us as a corporation, which would substantially reduce the cash available for distribution to unitholders and affect the market for our common units.

The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for federal income tax purposes. We believe that, under current law, we will be classified as a partnership for federal income tax purposes. We have not requested, and do not plan to request, a ruling from the Internal Revenue Service (‘‘IRS’’) on this or any other tax matter affecting us. The IRS may adopt positions that differ from the positions we take. In addition, current law may change so as to cause us to be treated as a corporation for federal income tax purposes or otherwise subject us to entity-level federal income taxation. If we were treated as a corporation for federal income tax purposes, we would be required to pay tax on our net income at corporate tax rates (currently a maximum of 35% federal rate) and likely would be required to pay state income tax to numerous states and localities as well. If such taxes were imposed upon us our cash available for distribution to our unitholders would be substantially reduced, resulting in a material reduction in the anticipated cash flow and after-tax return to our unitholders, likely causing a substantial reduction in the value of our common units.

Furthermore, if the IRS were to adopt positions that differ from the positions we take, it may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with the positions we take. Any contest with the IRS may materially and adversely impact the market for our common units and the price at which they trade. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution.

A common unitholder's tax liability could exceed cash distributions on its common units.

Because our unitholders are treated as partners to whom we allocate taxable income which could be different in amount than the cash we distribute, a common unitholder may be required to pay federal income taxes and, in some cases, state and local income taxes on its allocable share of our income, even if it receives no cash distributions from us. We cannot guarantee that a common unitholder will receive cash distributions equal to its allocable share of our taxable income or even to the tax liability resulting from that income.

Ownership of common units may have adverse tax consequences for tax-exempt organizations and foreign investors.

Investment in common units by certain tax-exempt entities and foreign persons raises issues specific to them. For example, virtually all of our taxable income allocated to organizations exempt from federal income tax, including individual retirement accounts and other retirement plans, will be unrelated business taxable income and thus will be taxable to the common unitholder. Distributions to foreign persons will be reduced by withholding taxes at the highest applicable effective tax rate, and foreign persons will be required to file United States federal tax returns and pay tax on their share of our taxable income.

There are limits on a common unitholder's deductibility of losses.

In the case of taxpayers subject to the passive loss rules (generally, individuals and closely held corporations), any losses generated by us will only be available to offset our future income and cannot be used to offset income from other activities, including other passive activities or investments. Unused losses may be deducted when the common unitholder disposes of its entire investment in us in a fully taxable transaction with an unrelated party. A common unitholder's share of our net passive income may be offset by unused losses from us carried over from prior years, but not by losses from other passive activities, including losses from other publicly-traded partnerships.

Tax shelter registration could increase the risk of a potential audit by the IRS.

We registered as a ‘‘tax shelter’’ under the law in effect at the time of our initial public offering and were assigned tax shelter registration number 96080000050. The issuance of a tax shelter

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registration number to us could increase the risk of an IRS audit and does not indicate that a common unit investment in us or the claimed tax benefits have been reviewed, examined or approved by the IRS.

The tax gain or loss on the disposition of common units could be different than expected.

A common unitholder who sells common units will recognize a gain or loss equal to the difference between the amount realized, including its share of our nonrecourse liabilities, and its adjusted tax basis in the common units. Prior distributions in excess of cumulative net taxable income allocated to a common unit which decreased a common unitholder's tax basis in that common unit will, in effect, become taxable income if the common unit is sold at a price greater than the common unitholder's tax basis in that common unit, even if the price is less than the original cost of the common unit. A portion of the amount realized, if the amount realized exceeds the common unitholder's adjusted basis in that common unit, will likely be characterized as ordinary income. Furthermore, should the IRS successfully contest some conventions used by us, a common unitholder could recognize more gain on the sale of common units than would be the case under those conventions, without the benefit of decreased income in prior years.

Reporting of partnership tax information is complicated and subject to audits.

We furnish each common unitholder with a Schedule K-1 that sets forth its allocable share of income, gains, losses and deductions. In preparing these schedules, we use various accounting and reporting conventions and adopt various depreciation and amortization methods. We cannot guarantee that these conventions will yield a result that conforms to statutory or regulatory requirements or to administrative pronouncements of the IRS. Further, our income tax return may be audited, which could result in an audit of a common unitholder's income tax return and increased liabilities for taxes because of adjustments resulting from the audit.

We treat each holder of our common units as having the same tax benefits as every other holder without regard to the time such common units were purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of common units and because of other reasons, uniformity of the economic and tax characteristics of the common units to a purchaser of common units of the same class must be maintained. To maintain uniformity and for other reasons, we have adopted certain depreciation and amortization conventions which may be inconsistent with Treasury Regulations. A successful IRS challenge to those positions could adversely affect the amount of tax benefits available to a common unitholder. It also could affect the timing of these tax benefits or the amount of gain from the sale of common units, and could have a negative impact on the value of our common units or result in audit adjustments to a common unitholder's income tax return.

There are state, local and other tax considerations for our unitholders.

In addition to United States federal income taxes, unitholders will likely be subject to other taxes, such as state and local taxes, unincorporated business taxes and estate, inheritance or intangible taxes that are imposed by the various jurisdictions in which we do business or own property, even if the common unitholder does not reside in any of those jurisdictions. A common unitholder will likely be required to file state and local income tax returns and pay state and local income taxes in some or all of the various jurisdictions in which we do business or own property and may be subject to penalties for failure to comply with those requirements. It is the responsibility of each common unitholder to file all United States federal, state and local income tax returns that may be required of such common unitholder.

Unitholders may have negative tax consequences if we default on our debt or sell assets.

If we default on any of our debt obligations, our lenders will have the right to sue us for non-payment. This could cause an investment loss and negative tax consequences for unitholders through the realization of taxable income by unitholders without a corresponding cash distribution.

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Likewise, if we were to dispose of assets and realize a taxable gain while there is substantial debt outstanding and proceeds of the sale were applied to the debt, unitholders could have increased taxable income without a corresponding cash distribution.

The sale or exchange of 50% or more of our capital and profits interests during any twelve-month period will result in a deemed termination (and reconstitution) of the Partnership for federal income tax purposes which would cause unitholders to be allocated an increased amount of taxable income.

We will be deemed to have terminated (and reconstituted) for federal income tax purposes if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a twelve-month period. Were this to occur, it would, among other things, result in the closing of our taxable year for all unitholders and could result in a deferral of depreciation deductions allowable in computing our taxable income. This would result in unitholders being allocated an increased amount of taxable income.

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USE OF PROCEEDS

We will not receive any of the proceeds from the sale of common units by the selling unitholders. All proceeds from the sale of common units by the selling unitholders will be solely for the accounts of the selling unitholders.

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SELLING UNITHOLDERS

A total of 2,299,216 common units have been registered for possible sale by the selling unitholders using this prospectus. The table below sets forth information with respect to the selling unitholders, including the name of each selling unitholder, his or her positions with us or our affiliates within the past three years, the number of common units beneficially owned by each selling unitholder as of the date of this prospectus, and the maximum number of common units that may be offered for sale by such selling unitholder pursuant to this prospectus.

We have prepared the table based on information given to us by, or on behalf of, the selling unitholders, before the date of this prospectus. Information about the selling unitholders may change from time to time. Any changed information given to us by the selling unitholders will be set forth in prospectus supplements or amendments to this prospectus if and when necessary.

As of October 19, 2006, Mark A. Alexander beneficially owned approximately 3.2%, and no other selling unitholder beneficially owned more than 1%, of the 32,614,262 common units outstanding.


Selling Unitholder	Position(s) with the Partnership within the Past 3 Years	Units Beneficially Owned Prior to Offering⁽¹⁾			Units Offered for Sale			Units Beneficially Owned After Offering⁽²⁾
Mark A. Alexander	Chief Executive Officer; Member of the Board of Supervisors; (formerly President)		1,055,010	⁽³⁾⁽⁴⁾		1,025,226	⁽⁴⁾		29,784	⁽³⁾⁽⁴⁾
Michael J. Dunn, Jr.	President; Member of the Board of Supervisors; (formerly SVP Corporate Development)		168,216	⁽⁴⁾		168,216	⁽⁴⁾		—
David R. Eastin	Vice President and Chief Operating Officer (through February 2004)		142,312			142,312			—
Michael M. Keating	Vice President – Human Resources and Administration		126,206			125,206			1,000
Jeffrey S. Jolly	Vice President and Chief Information Officer		94,241			92,641			1,600
Russell T. Rupp	Vice President Support Services		92,038			82,038			10,000
Robert M. Plante	Vice President and Chief Financial Officer		94,300			82,038			12,262
Mark Anton II	Vice President – Business Development		68,140			68,140			—
Janice G. Sokol	Vice President, General Counsel and Secretary (through June 2006)		65,747			65,747			—
Susan V. Dunn	None		55,200			55,200			—
David R. Macdaid	Manager – Regional (through June 2003)		46,157			46,157			—
Steven C. Boyd	Managing Director – West Operations		26,033			24,555			1,478
Douglas T. Brinkworth	VP Product Supply; (formerly Managing Director Product Supply & Transportation)		29,213			24,555			4,658
Dee A. Tate	Manager – General; Managing Director – South East Operations		25,820			23,945			1,875
C. H. Robinson	Director – Industry Relations; Manager – Regional		15,926			15,826			100
Martin L. Baker, Jr.	Managing Director – West Operations (through October 2003)		15,405			15,405			—
Valarie D. Finneran	Managing Director – Customer Satisfaction (through August 2005)		13,299			12,299			1,000
Elmer J. Dante	Assistant Controller		12,839			12,164			675
Neil E. Scanlon	Managing Director – Information Services		17,942			12,164			5,778
Robert T. Ross	Manager – General; Manager – Regional		12,814			12,299			515
John M. Cummins	Director – Supply Operations		10,279			10,279			—
Kerry P. Bannister	Manager – Customer Service Center		9,255			9,255			—

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Selling Unitholder	Position(s) with the Partnership within the Past 3 Years	Units Beneficially Owned Prior to Offering⁽¹⁾		Units Offered for Sale		Units Beneficially Owned After Offering⁽²⁾
Jeffrey A. Harris	Manager – Customer Service Center		9,255		9,255		—
A. Davin D’Ambrosio	Treasurer		17,153		9,255		7,898
Helene A. Fischer	Assistant Controller		15,883		9,255		6,628
Peter J. Haller	Manager – Area Employment & Labor Relations		9,255		9,255		—
Kenneth L. Sanford	Director – Buying		9,255		9,255		—
Alan Skolnik	Managing Director – Human Resources		16,228		9,255		6,973
Susan McNew	Director – Buying		9,255		9,255		—
Dale L. Amabile	Director – Information Services Field Support		9,435		9,255		180
Sandra N. Zwickel	Counsel		9,255		9,255		—
Andrew J. Taylor	Director – Agway Energy Services/National Accounts (through February 2005)		9,255		9,255		—
Paul L. Callahan	Manager – Area Sales (through June 2005)		9,255		9,255		—
Douglas R. Ouweleen	Manager – Regional (through February 2004)		9,255		9,255		—
A. David Randolph	Representative – Account (through January 2004)		9,255		9,255		—
Edward Walsh	Not employed during last 3 years		9,255		9,255		—
Jeremy D. West	Manager – Regional (through March 2003)		9,255		9,255		—
Thomas A. Mattingly	Manager – Regional (through February 2004)		9,255		9,255		—
Rene Holst	Analyst – Human Resources Information Services		9,255		9,255		—
Richard A. Nodes	Manager – Regional (through March 2004)		8,107		8,107		—
Paul N. Weldon	Manager – Regional (through February 2004)		8,115		8,107		8
Total Common Units Registered					2,299,216


(1)	Includes all common units beneficially owned by the selling unitholder, including restricted units that are scheduled to vest within 60 days. Excludes restricted units that may vest more than 60 days hereafter.

(2)

Assumes all common units registered hereunder are sold by the selling unitholder, and that the selling unitholder does not acquire additional common units (including vested restricted units) before the completion of this offering. The common units issued to the selling unitholders in the exchange transaction are subject to restrictions on transfer as described below. Based on such assumption and based on 32,614,262 common units outstanding as of October 19, 2006, no selling unitholder will beneficially own more than 1% of the outstanding common units after the offering.


(3)	Includes the 784 common units owned by our general partner, of which, as an accommodation to us, Mr. Alexander remains the sole member.

(4)

Excludes the following numbers of common units as to which the following individuals deferred receipt as described below: Mr. Alexander – 243,902; and Mr. Dunn – 48,780. These common units are held in trust pursuant to a compensation deferral plan, and Mr. Alexander and Mr. Dunn will have no voting or investment power over these common units until they are distributed by the trust. Mr. Alexander and Mr. Dunn have elected to receive the quarterly cash distributions on these deferred common units. Notwithstanding the foregoing, if a ‘‘change of control’’ of us occurs (as defined in the compensation deferral plan), all of the deferred common units (and related distributions) held in the trust will automatically become distributable to such individuals.

Pursuant to the Distribution, Release and Lock-up Agreement that we, the Operating Partnership, the general partner and the direct and indirect members of the general partner entered into as part of the exchange transaction, each of Messrs. Alexander and Dunn has agreed not to transfer any of the common units received by him as a result of the exchange transaction for a period of two years following the consummation of the exchange, which occurred on October 19, 2006,

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except: (i) to a family member, or trust for the benefit of a family member, of such individual who agrees to be bound by the lock-up requirement; (ii) with the prior written consent of the Board of Supervisors; (iii) pursuant to a Change of Control (as defined in the Distribution Agreement); (iv) by will or the laws of intestacy to such person’s legal representative, heir or legatee; or (v) if such person is a partnership or corporation or similar entity, a distribution to its partners or stockholders, but subject to the terms of the lock-up requirement. All other selling unitholders have agreed to not transfer any of the common units received by him or her as a result of the exchange transaction for a period of 90 days following consummation of the exchange, except under the circumstances described in clauses (i) through (v) above.

Our registration of the common units covered by this prospectus does not necessarily mean that any of the selling unitholders will sell all or any portion of the common units. The selling unitholders may offer and sell all or a portion of the common units from time to time, but are under no obligation to offer or sell any of the common units. Because the selling unitholders may sell all, none, or any part of the common units from time to time, we do not know the actual number of common units that will be beneficially owned by the selling unitholders upon termination of any offering by them, or the actual percentage of our total outstanding common units that the selling unitholders will beneficially own after termination of any offering.

This prospectus also covers possible sales by certain persons who may become the record or beneficial owners of some of the common units as a result of certain types of private transactions, including but not limited to, gifts, private sales, distributions, and transfers pursuant to a foreclosure or similar proceeding by a lender or other creditor to whom common units may be pledged as collateral to secure an obligation of a named selling unitholder. Each such potential transferee of a named selling unitholder is hereby deemed to be a selling unitholder for purposes of selling common units using this prospectus. To the extent required by applicable law, information (including the name and number of common units owned and proposed to be sold) about such transferees, if there shall be any, will be set forth in an appropriate supplement to this prospectus.

Certain Other Relationships and Related Transactions

As described in this prospectus, each of the selling unitholders was previously a direct or indirect member of our general partner and Mr. Alexander continues as the sole member of our general partner. Other than as described in the table above or the discussion below, the selling unitholders have not held any office or position or, to our knowledge, had any other material relationship with us or our affiliates within the past three years.

During fiscal 2004, two relatives of our Chief Executive Officer purchased franchise interests in Suburban Cylinder Express for the standard franchise fee of $35,000. Additionally, as part of the franchise agreement on an ongoing basis, the franchisees purchase propane from Suburban in the normal course of business. The initial purchase price for the franchises was paid with funds received as a gift from our Chief Executive Officer. The Chief Executive Officer did not receive any economic interest in the franchises and recuses himself from any determinations that may be made by us concerning the franchises. Our Audit Committee reviewed the terms of the foregoing arrangements and determined that these related parties have not received any preferential treatment.

By mutual agreement of the parties, we and one of our Chief Executive Officer’s relatives terminated their franchise agreement in March 2006. Our Chief Executive Officer did not play any role in this termination, which was effected on terms no more favorable to the franchisee than similar franchise terminations effected by us with other franchisees over the prior twelve (12) month period.

As an accommodation to us, our Chief Executive Officer will be the sole member of the general partner and the general partner will hold 784 common units. Under the Distribution Agreement, we and the Operating Partnership have agreed to pay or reimburse our Chief Executive Officer for taxes imposed upon the general partner by any state other than the state in which the Chief Executive Officer resides (except to the extent such taxes are attributable to activities or income of the general partner that are unrelated to its ownership of the retained common units or its status as general partner).

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We provide tax services to our general partner at no cost. We have also paid the cost of external tax return preparation services for the direct and indirect members of our general partner, which amounted to approximately $47,000 in fiscal 2003, $65,000 in fiscal 2004, $50,000 in fiscal 2005 and $46,500 in fiscal 2006. We will continue to pay these costs for the current and former direct and indirect members of our general partner in fiscal 2007.

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PLAN OF DISTRIBUTION

We have been advised that the common units may be offered and sold by or for the account of the selling unitholders (or their pledgees, donees, transferees, or successors in interest), from time to time as market conditions permit, on the New York Stock Exchange, any other exchange on which our common units may be listed, over the counter, or otherwise, at prices and on terms then prevailing or in negotiated transactions, and that the common units may be sold by one or more of the following methods, without limitation:


	•	purchases by underwriters, brokers, dealers, and agents who may receive compensation in the form of underwriting discounts, concessions, or commissions from the selling unitholders and/or the purchasers of the common units for whom they may act as agent;


	•	one or more block trades in which a broker or dealer so engaged will attempt to sell the common units as agent, but may position and resell a portion of the block as principal to facilitate the transaction or, in crosses, in which the same broker acts as agent on both sides;


	•	purchases by a broker or dealer (including a specialist or market maker) as principal and resale by such broker or dealer for its account pursuant to this prospectus;


	•	ordinary brokerage transactions and transactions in which the broker solicits purchasers;


	•	face-to-face transactions between sellers and purchasers without a broker-dealer;


	•	the pledge of common units as security for any loan or obligation, including pledges to brokers or dealers who may from time to time effect distributions of the common units or other interests in the common units;


	•	short sales or transactions to cover short sales relating to the common units;


	•	distributions to creditors, equity holders, partners, and members of the selling unitholders;


	•	transactions in options, swaps, or other derivatives (whether exchange listed or otherwise);


	•	sales in other ways not involving market makers or established trading markets, including direct sales to institutions or individual purchasers; and


	•	any combination of the foregoing, or by any other legally available means.

The selling unitholders may enter into sale, forward sale, and derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those sale, forward sale, or derivative transactions, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions and by issuing securities that are not covered by this prospectus but are exchangeable for or represent beneficial interests in the common units. The third parties may use common units received under those sale, forward sale, or derivative arrangements or common units pledged by the selling unitholders or borrowed from the selling unitholders or others to settle such third party sales or to close out any related open borrowings of common units. The third parties may deliver this prospectus in connection with any such transactions. Any third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment to the registration statement of which this prospectus forms a part). In addition, the selling unitholders may enter into hedging transactions with broker-dealers in connection with distributions of common units or otherwise. In those transactions, broker-dealers may engage in short sales of common units in the course of hedging the positions they assume with the selling unitholders. The selling unitholders also may sell common units short and redeliver common units to close out such short positions. The selling unitholders may also enter into option or other transactions with broker-dealers that require the delivery to such broker-dealers of the common units, which common units may be resold thereafter pursuant to this prospectus. The selling unitholders also may loan or pledge common units, and the borrower or pledgee may sell or otherwise transfer the common units so loaned or pledged pursuant to this prospectus. Such borrower or pledgee also may transfer those common units to investors in our

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securities or the unitholder’s securities or in connection with the offering of other securities not covered by this prospectus. From time to time, selling unitholders may also transfer or donate their common units and each transferee, or donee will be deemed to be a selling unitholder for purposes of this prospectus. Any pledgee, secured party, transferee, or donee that a selling unitholder intends to offer or sell common units to through this prospectus will be named in a prospectus supplement, if required.

In addition, any common units of the selling unitholders covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold in open market transactions under Rule 144 rather than pursuant to this prospectus.

Underwriters, brokers, dealers, or agents may receive compensation in the form of commissions, discounts, or concessions from the selling unitholders. Underwriters, broker-dealers, or agents may also receive compensation from the purchasers of common units for whom they act as agents or to whom they sell as principals, or both. Compensation as to a particular underwriter, broker-dealer, or agent might be in excess of customary commissions and will be in amounts to be negotiated with the selling unitholder in connection with transactions involving common units. In effecting sales, brokers or dealers engaged by the selling unitholders may arrange for other brokers or dealers to participate.

At the time a particular offer of common units is made by one or more of the selling unitholders, a prospectus supplement, if required, will be distributed to set forth the terms of the specific offering of the common units, including:


	•	the name of the selling unitholders and other participating broker-dealer(s);


	•	the number of common units offered;


	•	the price at which such common units are being sold;


	•	the proceeds to the selling unitholders from the sale of such common units;


	•	the specific plan of distribution for such common units;


	•	the names of the underwriters or agents, if any;


	•	any underwriting discounts, agency fees, or other compensation to underwriters or agents;


	•	any discounts or concessions allowed or paid to dealers; and


	•	any other facts material to the transaction.

In connection with the sale of the common units, the selling unitholders and such brokers and dealers and any other participating brokers or dealers may be deemed to be ‘‘underwriters’’ within the meaning of the Securities Act in connection with such sales. Accordingly, any profits realized by the selling unitholders and any compensation earned by such broker-dealers or agents may be deemed to be underwriting discounts and commissions. Because a selling unitholder may be deemed to be an ‘‘underwriter’’ within the meaning of Section 2(11) of the Securities Act, the selling unitholders will be subject to the prospectus delivery requirements of that act. We will make copies of this prospectus (as it may be amended or supplemented from time to time) available to the selling unitholder for the purpose of satisfying any prospectus delivery requirements.

The selling unitholders may sell the common units covered by this prospectus from time to time, and may also decide not to sell all or any of the common units they are allowed to sell under this prospectus. The selling unitholders will act independently of us in making decisions regarding the timing, manner, and size of each sale. There can be no assurance, however, that all or any of the common units will be offered by the selling unitholders. We know of no existing arrangements between any selling unitholders and any broker, dealer, finder, underwriter, or agent relating to the sale or distribution of the common units.

We will not receive any of the proceeds of any sale of common units by the selling unitholders. We will bear all of the expenses of the registration of this offering under the Securities Act including, without limitation, registration and filing fees, printing expenses, fees and disbursements of our counsel and independent public accountants, transfer taxes, fees of transfer agents and registrars, and costs of insurance, if any. All underwriting discounts, selling commissions, and broker’s

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fees applicable to the sale of any common units will be borne by the selling unitholders or by such persons other than us as agreed by and among the selling unitholders and such other persons. We agreed to keep this prospectus effective for two (2) years following the consummation of the exchange transaction, which occurred on October 19, 2006.

Under the Exchange Agreement entered into to effect the exchange transaction, we have agreed to indemnify the members of the general partner against certain federal securities law liabilities that may arise in connection with this prospectus. Pursuant to our Partnership Agreement, we have agreed to indemnify the general partner, the current and former members of the general partner and their affiliates (each an ‘‘Indemnitee’’) for any liabilities in connection with that party’s status as an Indemnitee, provided that the Indemnitee acted in good faith and in a manner that the Indemnitee reasonably believed to be in, or not opposed to, our best interests and, with respect to a criminal proceeding, had no reasonable cause to believe its conduct was unlawful.

We or the selling unitholders may agree to indemnify any underwriters, brokers, dealers or agents against, or contribute to any payments the underwriters, brokers, dealers or agents may be required to make, with respect to, civil liabilities, including liabilities under the Securities Act. Underwriters, brokers, dealers and agents and their affiliates are permitted to be customers of, engage in transactions with, or perform services for us and our affiliates or the selling unitholders and their affiliates in the ordinary course of business.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and/or persons controlling us pursuant to the foregoing provision, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The selling unitholders will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of our common units by the selling unitholders. These restrictions may affect the marketability of such common units.

In connection with an underwritten offering of common units under this prospectus, the underwriters may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in an offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the securities while an offering is in progress.

The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discount received by it because the underwriters have repurchased securities sold by or for the account of that underwriter in stabilizing or short-covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise affect the market price of the common units offered under this prospectus. As a result, the price of the common units may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the underwriters at any time. These transactions may be effected on an automated quotation system or in the over-the-counter market or otherwise.

To the extent permitted by applicable law, this plan of distribution may be modified in a prospectus supplement or otherwise.

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DESCRIPTION OF COMMON UNITS

General

The common units represent 100% of our limited partner interests, which entitle the holders to participate in distributions and exercise the rights and privileges available to limited partners under our Partnership Agreement.

Number of Units

As of October 19, 2006, there were 32,614,262 common units outstanding. Our general partner owns 784 common units and has no other economic rights in either us or the Operating Partnership.

Under the Partnership Agreement, we may issue, without further unitholder action, an unlimited number of additional limited partner interests and other equity securities with such rights, preferences and privileges as shall be established by our Board of Supervisors in its sole discretion, including securities that may have special voting rights to which holders of common units are not entitled.

Listing

The common units are listed on the New York Stock Exchange under the symbol ‘‘SPH.’’

Voting

Each outstanding common unit is entitled to one vote. We hold a meeting of the Unitholders every three years to elect the Board of Supervisors and to vote on any other matters that are properly brought before the meeting.

Cash Distributions

The Partnership Agreement requires us to distribute all of our ‘‘available cash’’ pro rata to the unitholders within 45 days following the end of each fiscal quarter. ‘‘Available cash’’ generally means, with respect to any fiscal quarter, all of our cash on hand at the end of that quarter plus borrowings for working capital purposes, less reserves necessary or appropriate, in the reasonable discretion of the Board of Supervisors, to provide for the proper conduct of our business, to comply with applicable law or agreements, or to provide funds for future distributions to partners.

Restrictions on Business Combinations with Certain Interested Unitholders

Our Partnership Agreement includes a provision based on Section 203 of the Delaware General Corporation Law. This provision generally prohibits us from engaging in a business combination with an interested unitholder for a period of three years following the date the person became an interested unitholder, unless: (i) prior to the date of the transaction pursuant to which a person becomes an interested unitholder, the Board of Supervisors approved such transaction; (ii) the unitholder owned at least 85% of the common units outstanding at the time such transaction commenced, excluding for purposes of determining the number of common units outstanding, common units owned by persons who are Supervisors or officers; or (iii) on or subsequent to the date of the transaction, the business combination is approved by the Board of Supervisors and authorized at an annual or special meeting of unitholders by the affirmative vote of holders of at least 66 2/3% of the outstanding common units that are not owned by the interested unitholder. A ’’business combination’’ is defined generally as a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested unitholder. An ’’interested unitholder’’ is defined generally as a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested unitholder status, owned 15% or more of the common units. Amendments to the provisions of the Partnership Agreement relating to business combinations with interested unitholders and any definitions used in such provisions, would require the approval of the holders of at least 66 2/3% of the outstanding common units. These provisions may have an anti-takeover effect with respect to transactions the Board of Supervisors does not approve in advance.

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Transfer Restrictions

Common units are securities and are transferable according to the laws governing transfer of securities. Until a common unit has been transferred on our books, we will treat the record holder as the absolute owner for all purposes. Transfers of common units will not be recorded by the transfer agent or recognized by us until the transferee executes and delivers a transfer application. A purchaser or transferee of common units who does not execute and deliver a transfer application will not receive cash distributions, unless the common units are held in nominee or ‘‘street’’ name and the nominee or broker has executed and delivered a transfer application with respect to the common units, and may not receive federal income tax information and reports furnished to record holders of common units. The Board of Supervisors has the discretion to withhold its consent to accepting any such purchaser or transferee of common units as a substitute limited partner. If the consent is withheld, the purchaser or transferee of the common units will be an assignee and will have an interest equivalent to that of a limited partner with respect to allocations and distributions, including liquidation distributions. In addition, the general partner will vote such common units at the direction of the assignee who is the record holder of the common units.

Transfer Agent and Registrar

Our transfer agent and registrar for the common units is Computershare Trust Company, N.A. Its address is P.O. Box 43069, Providence, Rhode Island 02940-3069 and its telephone number is 781-575-2724. The hearing impaired may contact Computershare at TDD 800-952-9245.

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TAX CONSIDERATIONS FOR UNITHOLDERS

This section is a summary of the material tax considerations that may be relevant to prospective unitholders. The following portion of this section and the opinion of Weil, Gotshal & Manges LLP, our tax counsel, that is set out herein are based upon the Internal Revenue Code of 1986, as amended, regulations thereunder and current administrative rulings and court decisions, all of which are subject to change possibly with retroactive effect. Subsequent changes in such authorities may cause the tax consequences to vary substantially from the consequences described below.

No attempt has been made in the following discussion to comment on all federal income tax matters affecting us or the unitholders. Moreover, the discussion focuses on unitholders who are individuals and who are citizens or residents of the United States and has only limited application to corporations, estates, trusts, non-resident aliens or other unitholders subject to specialized tax treatment, such as tax-exempt institutions, foreign persons, individual retirement accounts, REITs or mutual funds. Accordingly, each prospective unitholder should consult, and should depend on, its own tax advisor in analyzing the federal, state, local and foreign tax and other tax consequences of the purchase, ownership or disposition of common units.

Partnership Status

An entity that is treated as a partnership for U.S. federal income tax purposes is not a taxable entity and incurs no federal income tax liability. Instead, each partner is required to take into account its share of the items of income, gain, loss and deduction of the partnership in computing its federal income tax liability, regardless of whether distributions are made. Distributions of cash by a partnership to a partner are generally not taxable unless the amount of cash distributed to a partner is in excess of the partner’s tax basis in his partnership interest.

Section 7704 of the Internal Revenue Code provides that publicly traded partnerships will, as a general rule, be taxed as corporations. However, an exception exists with respect to publicly traded partnerships of which 90% or more of the gross income for every taxable year consists of ‘‘qualifying income,’’ as described in clause (c) above. If we fail to meet this qualifying income exception in any taxable year, other than a failure that is determined by the IRS to be inadvertent and which is cured within a reasonable time after discovery, we will be treated as if we transferred all of our assets (subject to liabilities) to a newly formed corporation, on the first day of such taxable year in return for stock in that corporation, and as though we then distributed that stock to our partners in liquidation of their interests in us. This contribution and liquidation should be tax-free to our partners and to us, so long as we do not have liabilities at that time in excess of the tax basis of our assets. Thereafter, we would be treated as a corporation for federal income tax purposes.

Weil, Gotshal & Manges LLP is of the opinion, based upon certain assumptions and representations made by us, that, as of the date hereof, each of Suburban and the Operating Partnership will be classified as a partnership for federal income tax purposes provided that:


	(a)	Neither we nor the Operating Partnership has elected or will elect to be treated as a corporation;


	(b)	We and the Operating Partnership have been and will be operated in accordance with (i) all applicable partnership statutes and (ii) the partnership agreement or Operating Partnership agreement (whichever is applicable);


	(c)	For each of our taxable years from and after our formation, more than 90% of our gross income has been and will be derived (i) from the exploration, development, production, processing, refining, transportation or marketing of any mineral or natural resource, including oil, gas or products thereof, or (ii) from other items of ‘‘qualifying income’’ within the meaning of Section 7704(d) of the Internal Revenue Code; and


	(d)	We would not be a regulated investment company as described in Section 851(a) of the Internal Revenue Code if we were a domestic corporation.

Suburban believes that such assumptions have been true in the past and expects that such assumptions will be true in the future.

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An opinion of counsel represents only that particular counsel’s best legal judgment, is based upon certain assumptions and representations made by us and does not bind the IRS or the courts. No assurance can be provided that the opinions and statements set forth herein would be sustained by a court if contested by the IRS. Any such contest with the IRS may materially and adversely impact the market for the common units and the prices at which common units trade even if we prevail. In addition, our costs of any contest with the IRS will be borne indirectly by our unitholders and our general partner because the costs will reduce our cash available for distribution. Furthermore, no assurance is given that the federal income tax consequences of an investment in us will not be significantly modified by future legislative or administrative changes or court decisions. Any such modification may even have retroactive effect.

We have not requested, and do not expect to request, a ruling from the IRS with respect to our classification as a partnership for federal income tax purposes or with respect to any other matter affecting us or holders of our common units.

If we or the Operating Partnership were treated as a corporation in any taxable year, either as a result of a failure to meet the qualifying income exception or otherwise, our net income would be taxed at corporate rates. In addition, if we were treated as a corporation, any distribution we made to a unitholder would be treated as taxable dividend income to the extent of our current or accumulated earnings and profits, then, in the absence of earnings and profits, such distributions would be treated as a nontaxable return of capital, to the extent of the unitholder’s tax basis in his common units, and would thereafter be treated as taxable capital gain after the unitholder’s tax basis in the common units is reduced to zero. Accordingly, treatment of either us or the Operating Partnership as a corporation would result in a material reduction in a unitholder’s cash flow and after-tax return and thus would likely result in a substantial reduction of the value of the common units.

The discussion below is based on the assumption that each of Suburban and the Operating Partnership will be classified as a partnership for federal income tax purposes.

Tax Treatment of Unitholders

Partner Status

Unitholders who have become our limited partners will be treated as our partners for federal income tax purposes. Assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners and unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of the rights attendant to the ownership of their common units will be treated as our partners for federal income tax purposes. Because there is no direct authority addressing assignees of common units who are entitled to execute and deliver transfer applications but who fail to do so, such assignees may not be treated as our partners for federal income tax purposes. Further, assignees of limited partnership units who are entitled to execute and deliver transfer applications but fail to do so may not receive some federal income tax information or reports furnished to record holders of limited partnership units. No part of our income, gain, deductions or losses is reportable by a unitholder who is not a partner for federal income tax purposes, and any distributions received by such a unitholder should therefore be fully taxable as ordinary income. These holders should consult their own tax advisors with respect to their status as our partners for federal income tax purposes.

An owner of common units whose common units have been transferred to a short seller to complete a short sale would appear to lose his status as a partner with respect to such common units for federal income tax purposes and may recognize gain or loss on such transfer. If such a person is not a partner, no part of our income, gain, deduction or loss with respect to those common units would be reportable by that person, any payments received by that person in lieu of cash distributions with respect to those common units would be fully taxable and all of such payments would appear to be treated as ordinary income. Unitholders desiring to assure their status as partners should modify any applicable brokerage account agreements to prohibit their brokers from borrowing their common units.

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In the following portion of this section, the word ‘‘unitholder’’ refers to a holder of our common units who is one of our partners.

Allocation of Partnership Income, Gain, Loss and Deduction

In general, our items of income, gain, loss and deduction will be allocated among the general partner and the unitholders in accordance with their respective percentage interests in us.

Certain items of our income, gain, loss or deduction will be allocated as required or permitted by Section 704(c) of the Internal Revenue Code to account for the difference between the tax basis and fair market value of property heretofore contributed to us. Allocations may also be made to account for the difference between the fair market value of our assets and their tax basis at the time of any offering made pursuant to this prospectus.

In addition, certain items of recapture income which we recognize on the sale of any of our assets will be allocated to the extent provided in regulations which generally require such depreciation recapture to be allocated to the partner who (or whose predecessor in interest) was allocated the deduction giving rise to the treatment of such gain as recapture income.

Alternative Minimum Tax

Each unitholder will be required to take into account his share of our items of income, gain, loss or deduction for purposes of the alternative minimum tax. A portion of our depreciation deductions may be treated as an item of tax preference for this purpose. A unitholder’s alternative minimum taxable income derived from us may be higher than his share of our net income because we may use accelerated methods of depreciation for federal income tax purposes. Prospective unitholders should consult their tax advisors as to the impact of an investment in common units on their liability for the alternative minimum tax.

Treatment of Distributions by Suburban

Our distributions to a unitholder generally will not be taxable to it for federal income tax purposes to the extent of the tax basis it has in its common units immediately before the distribution. Our distributions in excess of a unitholder’s tax basis generally will be gain from the sale or exchange of the common units, taxable in accordance with the rules described under ‘‘Disposition of Common Units,’’ below. Any reduction in a unitholder’s share of our liabilities for which no partner, including the general partner, bears the economic risk of loss (‘‘nonrecourse liabilities’’) will be treated as a distribution of cash to that unitholder.

A decrease in a unitholder’s percentage interest in us because of our issuance of additional common units will decrease such unitholder’s share of nonrecourse liabilities, if any, and thus will result in a corresponding deemed distribution of cash. A non-pro rata distribution of money or property may result in ordinary income to a unitholder if such distribution reduces the unitholder’s share of our ‘‘unrealized receivables,’’ including depreciation recapture or substantially appreciated ‘‘inventory items,’’ both as defined in Section 751 of the Internal Revenue Code (collectively, ‘‘Section 751 assets’’). In that event, the unitholder will be treated as having received as a distribution the portion of the Section 751 assets that used to be allocated to such partner and as having exchanged such portion of our assets with us in return for the non-pro rata portion of the actual distribution made to him. This latter deemed exchange will generally result in the unitholder’s realization of ordinary income in an amount equal to the excess of (1) the non-pro rata portion of such distribution over (2) the unitholder’s tax basis for the share of such Section 751 assets deemed relinquished in the exchange.

Basis of Common Units

A unitholder will have an initial tax basis in its common units equal to the amount paid for the common units plus its share of our nonrecourse liabilities. That basis will be increased by its share of

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our income and by any increase in its share of our nonrecourse liabilities, if any. That basis will be decreased, but not below zero, by its share of our distributions, by its share of our losses, by any decrease in its share of our nonrecourse liabilities and by its share of our expenditures that are not deductible in computing our taxable income and are not required to be capitalized.

Limitations on Deductibility of Suburban’s Losses

The deduction by a unitholder of that unitholder’s share of our losses will be limited to the amount of that unitholder’s tax basis in the common units and, in the case of an individual unitholder or a corporate unitholder who is subject to the ‘‘at risk’’ rules, to the amount for which the unitholder is considered to be ‘‘at risk’’ with respect to our activities, if that is less than the unitholder’s tax basis. A unitholder must recapture losses deducted in previous years to the extent that our distributions cause the unitholder’s at risk amount to be less than zero at the end of any taxable year. Losses disallowed to a unitholder or recaptured as a result of these limitations will carry forward and will be allowable to the extent that the unitholder’s tax basis or at risk amount, whichever is the limiting factor, subsequently increases. Upon the taxable disposition of a common unit, any gain recognized by a unitholder can be offset by losses that were previously suspended by the at risk limitation but may not be offset by losses suspended by the basis limitation.

In general, a unitholder will be at risk to the extent of the unitholder’s tax basis in the unitholder’s common units, excluding any portion of that basis attributable to the unitholder’s share of our nonrecourse liabilities, reduced by any amount of money the unitholder borrows to acquire or hold the unitholder’s common units if the lender of such borrowed funds owns an interest in us, is related to such a person or can look only to common units for repayment. A unitholder’s at risk amount will increase or decrease as the tax basis of the unitholder’s common units increases or decreases, other than tax basis increases or decreases attributable to increases or decreases in the unitholder’s share of our nonrecourse liabilities.

The passive loss limitations generally provide that individuals, estates, trusts, certain closely-held corporations and personal service corporations can deduct losses from passive activities, which include any trade or business activity in which the taxpayer does not materially participate, only to the extent of the taxpayer’s income from those passive activities. Moreover, the passive loss limitations are applied separately with respect to each publicly traded partnership. Consequently, any passive losses generated by us will only be available to our partners who are subject to the passive loss rules to offset future passive income generated by us and, in particular, will not be available to offset income from other passive activities, investments or salary. Passive losses that are not deductible because they exceed a unitholder’s share of our income may be deducted in full when the unitholder disposes of the unitholder’s entire investment in us in a fully taxable transaction to an unrelated party. The passive activity loss rules are applied after other applicable limitations on deductions such as the at risk rules and the basis limitation.

Limitations on Interest Deductions

The deductibility of a non-corporate taxpayer’s ‘‘investment interest expense’’ is generally limited to the amount of such taxpayer’s ‘‘net investment income.’’ The IRS has announced that Treasury Regulations will be issued to characterize net passive income from a publicly traded partnership as investment income for purposes of the limitations on the deductibility of investment interest. In addition, a unitholder’s share of our portfolio income will be treated as investment income.

Investment interest expense includes (i) interest on indebtedness properly allocable to property held for investment, (ii) our interest expense attributed to portfolio income, and (iii) the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income. The computation of a unitholder’s investment interest expense will take into account interest on any margin account borrowing or other loan incurred to purchase or carry a common unit.

Net investment income includes gross income from property held for investment and amounts treated as portfolio income pursuant to the passive loss rules less deductible expenses, other than

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interest, directly connected with the production of investment income and certain gains attributable to the disposition of property held for investment.

Tax Treatment of Operations

Initial Tax Basis, Depreciation, Amortization and Certain Nondeductible Items

We use the adjusted tax basis of our various assets for purposes of computing depreciation and cost recovery deductions and gain or loss on any disposition of such assets. If we dispose of depreciable property, all or a portion of any gain may be subject to the recapture rules and taxed as ordinary income rather than capital gain.

The costs incurred in promoting the issuance of common units (i.e., syndication expenses) must be capitalized and cannot be deducted by us currently, ratably or upon our termination. Uncertainties exist regarding the classification of costs as organization expenses, which may be amortized, and as syndication expenses, which may not be amortized, but underwriters’ discounts and commissions are treated as syndication costs.

Section 754 Election

We have made the election permitted by Section 754 of the Internal Revenue Code, which permits us to adjust the tax basis of our assets as to each purchaser of our common units pursuant to Section 743(b) of the Internal Revenue Code to reflect the purchaser’s purchase price. The Section 743(b) adjustment is intended to provide a purchaser with the equivalent of an adjusted tax basis in the purchaser’s share of our assets equal to the value of such share that is indicated by the amount that the purchaser paid for the common units.

A Section 754 election is advantageous if the transferee’s tax basis in the transferee’s common units is higher than such common units’ share of the aggregate tax basis of our assets immediately prior to the transfer because the transferee would have, as a result of the election, a higher tax basis in the transferee’s share of our assets. Conversely, a Section 754 election is disadvantageous if the transferee’s tax basis in the transferee’s common units is lower than such common units’ share of the aggregate tax basis of our assets immediately prior to the transfer. The Section 754 election is irrevocable without the consent of the IRS.

Although counsel is unable to opine as to the validity of this method, we intend to compute the effect of the Section 743(b) adjustment so as to preserve our ability to determine the tax attributes of a common unit from its date of purchase and the amount paid therefore. In that regard, we have adopted depreciation and amortization conventions that we believe conform to Treasury regulations under Section 743(b) of the Internal Revenue Code.

The calculations involved in the Section 754 election are complex and are made by us on the basis of certain assumptions as to the value of our assets and other matters. There is no assurance that the determinations made by us will prevail if challenged by the IRS and that the deductions resulting from them will not be reduced or disallowed altogether.

Valuation of Suburban’s Property and Basis of Properties

The federal income tax consequences of the ownership and disposition of common units will depend in part on our estimates of the fair market values and our determinations of the adjusted tax basis of our assets. Although we may from time to time consult with professional appraisers with respect to valuation matters, we will make many of the fair market value estimates ourselves. These estimates and determinations are subject to challenge and will not be binding on the IRS or the courts. If such estimates or determinations of basis are subsequently found to be incorrect, the character and amount of items of income, gain, loss or deductions previously reported by unitholders might change, and unitholders might be required to adjust their tax liability for prior years.

Entity-Level Collections

If we are required or elect under applicable law to pay any federal, state or local income tax on behalf of any partner, we are authorized to pay those taxes from our funds. Such payment, if made,

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will be treated as a distribution of cash to the partner on whose behalf the payment was made. If the payment is made on behalf of a person whose identity cannot be determined, we are authorized to treat the payment as a distribution to current unitholders.

Disposition of Common Units — Recognition of Gain or Loss

A unitholder will recognize gain or loss on a sale of common units equal to the difference between the amount realized and the unitholder’s tax basis in the common units sold. A unitholder’s amount realized is measured by the sum of the cash and the fair market value of other property received plus the unitholder’s share of our nonrecourse liabilities. Because the amount realized includes a unitholder’s share of our nonrecourse liabilities, the gain recognized on the sale of common units could result in a tax liability in excess of any cash received from such sale.

Gain or loss recognized by a unitholder, other than a ‘‘dealer’’ in common units, on the sale or exchange of a common unit will generally be a capital gain or loss. Capital gain recognized on the sale of common units held for more than one year will generally be taxed at a maximum rate of 15% (such rate to be increased to 20% for taxable years beginning after December 31, 2008). A portion of this gain or loss (which could be substantial), however, will be separately computed and will be classified as ordinary income or loss under Section 751 of the Internal Revenue Code to the extent attributable to assets giving rise to depreciation recapture or other unrealized receivables or to inventory items owned by us. Ordinary income attributable to unrealized receivables, inventory items and depreciation recapture may exceed net taxable gain realized upon the sale of the common units and will be recognized even if there is a net taxable loss realized on the sale of the common units. Thus, a unitholder may recognize both ordinary income and a capital loss upon a disposition of common units. Net capital loss may offset no more than $3,000 ($1,500 in the case of a married individual filing a separate return) of ordinary income in the case of individuals and may only be used to offset capital gain in the case of corporations.

The IRS has ruled that a partner who acquires interests in a partnership in separate transactions must combine those interests and maintain a single adjusted tax basis. Upon a sale or other disposition of less than all of such interests, a portion of that tax basis must be allocated to the interests sold based upon relative fair market values. If this ruling is applicable to the holders of common units, a unitholder will be unable to select high or low basis common units to sell as would be the case with corporate stock. Thus, the ruling may result in an acceleration of gain or a deferral of loss on a sale of a portion of a unitholder's common units. It is not entirely clear that the ruling applies to us because, similar to corporate stock, our interests are evidenced by separate certificates. Accordingly, counsel is unable to opine as to the effect such ruling will have on the unitholders. On the other hand, a selling unitholder who can identify common units transferred with an ascertainable holding period may elect to use the actual holding period of the common units transferred. A unitholder electing to use the actual holding period of common units transferred must consistently use that identification method for all later sales or exchanges of common units.

Certain provisions of the Internal Revenue Code treat a taxpayer as having sold an ‘‘appreciated’’ partnership interest, if the taxpayer or a related person enters into (i) certain types of short sales, (ii) an offsetting notional principal contract or (iii) a futures or forward contract with respect to the partnership interest or substantially identical property. Moreover, if a taxpayer has previously entered into a short sale, an offsetting notional principal contract or a futures or forward contract with respect to a partnership interest, the taxpayer will be treated as having sold such position if the taxpayer or a related person acquires the partnership interest or substantially similar property. The Secretary of the Treasury is also authorized to issue regulations that treat a taxpayer that enters into transactions or positions that have substantially the same effect as the preceding transactions as having constructively sold the financial position.

Allocations between Transferors and Transferees

In general, we will prorate our annual taxable income and losses on a monthly basis and such income as so prorated will be subsequently apportioned among the unitholders in proportion to the

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number of common units owned by each of them as of the opening of the principal national securities exchange on which the common units are then traded on the first business day of the month. However, gain or loss realized on a sale or other disposition of our assets other than in the ordinary course of business will be allocated among the unitholders on the date in the month in which that gain or loss is recognized. As a result, a unitholder transferring common units in the open market may be allocated income, gain, loss and deduction accrued after the date of transfer.

The use of this method may not be permitted under existing Treasury Regulations. Accordingly, counsel is unable to opine on the validity of this method of allocating income and deductions between the transferors and the transferees of common units. If this method is not allowed under the Treasury Regulations, or only applies to transfers of less than all of the unitholder’s interest, our taxable income or losses might be reallocated among the unitholders. We are authorized to revise our method of allocation between transferors and transferees, as well as among partners whose interests otherwise vary during a taxable period, to conform to a method permitted under future Treasury Regulations.

Notification Requirements

A unitholder who sells or exchanges common units is required to notify us in writing of that sale or exchange within 30 days after the sale or exchange and in any event by no later than January 15 of the year following the calendar year in which the sale or exchange occurred. We are required to notify the IRS of that transaction and to furnish certain information to the transferor and transferee. However, these reporting requirements do not apply with respect to a sale by an individual who is a citizen of the United States and who effects the sale or exchange through a broker. Additionally, a transferor and a transferee of a common unit will be required to furnish statements to the IRS, filed with their income tax returns for the taxable year in which the sale or exchange occurred, that set forth the amount of the consideration paid or received for the common unit. Failure to satisfy these reporting obligations may lead to the imposition of substantial penalties. Because we have made an election under Section 754 of the Internal Revenue Code, a purchaser of an interest in us, or his broker, is required to notify us of the transfer of such interest and we are required to include a statement with our Partnership Return for the taxable year in which we receive notice of the transfer, setting forth the name and taxpayer identification number of the transferee, the computation of any Section 743(b) basis adjustment and the allocation of such adjustment among the properties.

Constructive Termination

We will be considered terminated if there is a sale or exchange of 50% or more of the total interests in our capital and profits within a 12-month period. Any such termination would result in the closing of our taxable year for all unitholders. In the case of a unitholder reporting on a taxable year that does not end with our taxable year, the closing of our taxable year may result in more than 12 months of our taxable income or loss being includable in that unitholder’s taxable income for the year of termination. New tax elections required to be made by us, including a new election under Section 754 of the Internal Revenue Code, must be made subsequent to a termination and a termination could result in a deferral of our deductions for depreciation. A termination could also result in penalties if we were unable to determine that the termination had occurred. Moreover, a termination might either accelerate the application of, or subject us to, any tax legislation enacted prior to the termination.

Uniformity of Units

Because we cannot match transferors and transferees of limited partnership units, we must maintain uniformity of the economic and tax characteristics of the units for holders of these units. To maintain uniformity and for other reasons, we have adopted certain depreciation and amortization conventions which we believe conform to Treasury Regulations under Section 743(b) of the Internal Revenue Code, however, there is no assurance that this would not be successfully challenged by the IRS. A successful challenge to those conventions by the IRS could adversely affect the amount of tax benefits available to holders of limited partnership units and could have a negative impact on the value of the limited partnership units.

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Tax-Exempt Organizations and Certain Other Investors

Ownership of common units by employee benefit plans, other tax-exempt organizations, non-resident aliens, foreign corporations, other foreign persons and regulated investment companies raises issues unique to such persons and, as described below, may have substantially adverse tax consequences. Employee benefit plans and most other organizations exempt from federal income tax, including individual retirement accounts and other retirement plans, are subject to federal income tax on unrelated business taxable income. Much of the taxable income derived by such an organization from the ownership of a common unit will be unrelated business taxable income and thus will be taxable to such a unitholder.

A regulated investment company or ‘‘mutual fund’’ generally is required to derive 90% or more of its gross income from interest, dividends, gains from the sale of stocks or securities or foreign currency or certain related sources. We anticipate that no significant amount of our gross income will include that type of income. Recent legislation also includes net income derived from the ownership of an interest in a ‘‘qualified publicly traded partnership’’ as qualified income to a regulated investment company. We expect that we will meet the definition of a qualified publicly traded partnership. However, this legislation limits a regulated investment company’s ownership of interests in one or more publicly traded partnerships to no more than 25% of its total assets.

Non-resident aliens and foreign corporations, trusts or estates which hold common units will be considered to be engaged in business in the United States on account of ownership of common units. As a consequence they will be required to file federal tax returns in respect of their share of our income, gain, loss or deduction and pay federal income tax at regular rates on any net income or gain. Generally, a partnership is required to pay a withholding tax on the portion of the partnership’s income which is effectively connected with the conduct of a United States trade or business and which is allocable to its foreign partners, regardless of whether any actual distributions have been made to such partners. However, under rules applicable to publicly traded partnerships, we will withhold taxes at the highest marginal rate applicable to individuals on actual cash distributions made to foreign unitholders. Each foreign unitholder must obtain a taxpayer identification number from the IRS and submit that number to our transfer agent, Computershare Trust Company, N.A., on the appropriate Form W-8 in order to obtain credit for the taxes withheld. A change in applicable law may require us to change these procedures.

Because a foreign corporation that owns common units will be treated as engaged in a United States trade or business, such a corporation will also be subject to United States branch profits tax at a rate of 30% (or any applicable lower treaty rate) of the portion of any reduction in the foreign corporation’s ‘‘U.S. net equity,’’ which is the result of our activities. In addition, such a unitholder is subject to special information reporting requirements under Section 6038C of the Internal Revenue Code.

In a published ruling, the IRS has taken the position that gain realized by a foreign unitholder who sells or otherwise disposes of a limited partnership unit will be treated as effectively connected with a United States trade or business of the foreign unitholder, and thus subject to federal income tax, to the extent that such gain is attributable to appreciated personal property used by the limited partnership in a United States trade or business. Moreover, a foreign unitholder is subject to federal income tax on gain realized on the sale or disposition of a common unit to the extent that such gain is attributable to appreciated United States real property interests; however, a foreign unitholder will not be subject to federal income tax under this rule unless such foreign unitholder has owned more than 5% in value of our common units during the five-year period ending on the date of the sale or disposition, provided the common units are regularly traded on an established securities market at the time of the sale or disposition.

Administrative Matters

Information Returns and Audit Procedures

We intend to furnish to each unitholder, within 90 days after the close of each calendar year, certain tax information, including a Schedule K-1 that sets forth such unitholder’s share of our income,

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gain, loss and deduction for our preceding taxable year. In preparing this information, which will generally not be reviewed by counsel, we will use various accounting and reporting conventions. We cannot assure prospective unitholders that the IRS will not successfully contend in court that such accounting and reporting conventions are impermissible. Any such challenge by the IRS could negatively affect the value of the common units.

The IRS may audit our federal income tax information returns. Adjustments resulting from any such audit may require each unitholder to adjust a prior year’s tax liability, and possibly may result in an audit of the unitholder’s own return. Any audit of a unitholder’s return could result in adjustments not related to our returns as well as those related to our returns.

Partnerships generally are treated as separate entities for purposes of federal tax audits, judicial review of administrative adjustments by the IRS and tax settlement proceedings. The tax treatment of partnership items of income, gain, loss and deduction is determined in a partnership proceeding rather than in separate proceedings with the partners. The Internal Revenue Code provides for one partner to be designated as the ‘‘tax matters partner’’ for these purposes. Our partnership agreement appoints our general partner as our tax matters partner.

The tax matters partner will make certain elections on our behalf and on behalf of the unitholders and can extend the statute of limitations for assessment of tax deficiencies against unitholders with respect to items in our returns. The tax matters partner may bind a unitholder with less than a 1% profits interest in us to a settlement with the IRS unless that unitholder elects, by filing a statement with the IRS, not to give such authority to the tax matters partner. The tax matters partner may seek judicial review, by which all of the unitholders are bound, of a final partnership administrative adjustment and, if the tax matters partner fails to seek judicial review, such review may be sought by any unitholder having at least a 1% interest in our profits and by unitholders having in the aggregate at least a 5% profits interest. However, only one action for judicial review will go forward, and each unitholder with an interest in the outcome may participate. However, if we elect to be treated as a large partnership, which we do not intend to do, a unitholder will not have a right to participate in settlement conferences with the IRS or to seek a refund.

A unitholder must file a statement with the IRS identifying the treatment of any item on his federal income tax return that is not consistent with the treatment of the item on our return. Intentional or negligent disregard of the consistency requirement may subject a unitholder to substantial penalties.

Nominee Reporting

Persons who hold an interest in us as a nominee for another person are required to furnish to us the following information: (a) the name, address and taxpayer identification number of the beneficial owner and the nominee; (b) whether the beneficial owner is (i) a person that is not a United States person, (ii) a foreign government, an international organization or any wholly-owned agency or instrumentality of either of the foregoing, or (iii) a tax-exempt entity; (c) the amount and description of common units held, acquired or transferred for the beneficial owner; and (d) certain information including the dates of acquisitions and transfers, means of acquisitions and transfers, and acquisition cost for purchases, as well as the amount of net proceeds from sales. Brokers and financial institutions are required to furnish additional information, including whether they are United States persons and certain information on common units that they acquire, hold or transfer for their own account. A penalty of $50 per failure, up to a maximum of $100,000 per calendar year, is imposed by the Internal Revenue Code for failure to report such information to us. The nominee is required to supply the beneficial owner of the common units with the information furnished to us.

Registration as a Tax Shelter

Prior to the enactment of new legislation, the Internal Revenue Code required that ‘‘tax shelters’’ be registered with the Secretary of the Treasury. The American Jobs Creation Act of 2004 eliminated this tax shelter registration requirement. Although we may not have been subject to the registration

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requirement on the basis that we would not constitute a tax shelter, we registered as a tax shelter with the Secretary of the Treasury in light of the substantial penalties which might have been imposed if registration was required and not undertaken. The IRS has issued us the following tax shelter registration number: 96080000050.

Reportable Transactions

Treasury regulations require taxpayers to report certain information on IRS Form 8886 if they participate in a ‘‘reportable transaction.’’ Unitholders may be required to file this form with the IRS if we participate in a reportable transaction. A transaction may be a reportable transaction based upon any of several factors. The IRS has issued a list of items that are excepted from these disclosure requirements. You should consult your own tax advisors concerning the application of any of these factors and exceptions to your investment in our common units. The American Jobs Creation Act of 2004 contains provisions that impose significant penalties for failure to comply with these disclosure requirements, including: accuracy-related penalties in a greater amount, or subject to more limited exceptions, than described below under ‘‘— Accuracy-Related Penalties,’’ an extended statute of limitations, and, for those persons otherwise entitled to deduct interest on federal tax deficiencies, nondeductibility of interest on any resulting tax liability. This legislation also imposes disclosure and information maintenance obligations on ‘‘material advisors’’ (persons who organize, manage, promote, sell, implement, insure or carry out any reportable transaction and directly or indirectly derives gross income in excess of certain thresholds) with respect to reportable transactions. We do not expect to engage in any ‘‘reportable transactions.’’ Investors should consult their own tax advisors concerning any possible disclosure obligation with respect to their investment and should be aware that we and our material advisors intend to comply with the list and disclosure requirements.

Accuracy-Related Penalties

An additional tax equal to 20% of the amount of any portion of an underpayment of tax that is attributable to one or more specified causes, including negligence or disregard of rules or regulations, substantial understatements of income tax and substantial valuation misstatements, is imposed by the Internal Revenue Code. No penalty will be imposed, however, with respect to any portion of an underpayment if it is shown that there was a reasonable cause for that portion and that the taxpayer acted in good faith with respect to that portion.

A substantial understatement of income tax in any taxable year exists if the amount of the understatement exceeds the greater of 10% of the tax required to be shown on the return for the taxable year or $5,000 ($10,000 for most corporations). The amount of any understatement subject to penalty generally is reduced if any portion is attributable to a position adopted on the return (i) with respect to which there is, or was, ‘‘substantial authority’’ or (ii) as to which there is a reasonable basis and the pertinent facts of such position are disclosed on the return.

More stringent rules increased penalties and extended statutes of limitations apply to ‘‘tax shelters,’’ a term that in this context does not appear to include us, ‘‘listed transactions,’’ and ‘‘reportable transactions with a significant tax avoidance purpose.’’ We do not anticipate participating in ‘‘listed transactions’’ or ‘‘reportable transactions with a significant tax avoidance purpose.’’ However, if any item of our income, gain, loss or deduction included as a share of our income by a unitholder might result in such an ‘‘understatement’’ of income for which no ‘‘substantial authority’’ exists, we must disclose the pertinent facts on our return. In addition, we will make a reasonable effort to furnish sufficient information for unitholders to make adequate disclosure on their returns to avoid liability for this penalty.

A substantial valuation misstatement exists if the value of any property, or the adjusted basis of any property, claimed on a tax return is 200% or more of the amount determined to be the correct amount of such valuation or adjusted basis. No penalty is imposed unless the portion of the underpayment attributable to a substantial valuation misstatement exceeds $5,000 ($10,000 for most corporations). If the valuation claimed on a return is 400% or more than the correct valuation, the penalty imposed increases to 40%. Investors should consult their own tax advisors concerning any

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possible accuracy-related penalties with respect to their investment and should be aware that we and our material advisors intend to comply with the disclosure requirements.

State, Local and Other Tax Considerations

In addition to federal income taxes, a unitholder will be subject to other taxes, such as state and local income taxes, unincorporated business taxes, and estate, inheritance or intangible taxes that may be imposed by the various jurisdictions in which such unitholder resides or in which we do business or own property. Although an analysis of those various taxes is not presented here, each prospective unitholder should consider their potential impact on such unitholder’s investment in us. We currently conduct business in 33 states. A unitholder will be required to file state income tax returns and to pay state income taxes in some or all of the states in which we do business or own property and may be subject to penalties for failure to comply with those requirements. In certain states, tax losses may not produce a tax benefit in the year incurred and also may not be available to offset income in subsequent taxable years. Some of the states may require that we, or we may elect to, withhold a percentage of income from amounts to be distributed to a unitholder who is not a resident of the state. Our withholding of an amount, which may be greater or less than a particular unitholder’s income tax liability to the state, generally does not relieve the non-resident unitholder from the obligation to file an income tax return. Any amount that is withheld will be treated as distributed to unitholders. Based on current law and our estimate of future operations, we anticipate that any amounts required to be withheld will not be material.

It is the responsibility of each unitholder to investigate the legal and tax consequences of such unitholder’s investment in us under the laws of pertinent states and localities. Accordingly, each prospective unitholder should consult, and must depend upon, its own tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each unitholder to file all state and local, as well as U.S. federal, tax returns that may be required of such unitholder. Weil, Gotshal & Manges LLP has not rendered an opinion on the state or local tax consequences of an investment in us.

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LEGAL MATTERS

The validity of the securities offered hereby has been passed upon for us by Richards, Layton & Finger, P.A., Wilmington, Delaware. Certain tax matters relating to the common units have been passed upon for us by Weil, Gotshal & Manges LLP, New York, New York.

EXPERTS

The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended September 24, 2005, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. As a result, we file reports and other information with the SEC. You may read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Any information filed by us is also available on the SEC's EDGAR database at http://www.sec.gov. Our common units are listed on the New York Stock Exchange, and reports, proxy statements and other information can be inspected at the offices of the NYSE at 20 Broad Street, New York, New York 10005.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC’s rules permit us to incorporate by reference certain information into this prospectus. This means that we can disclose important information to you by referring you to another document. Any information referred to in this way is considered part of this prospectus from the date we file that document. Any reports filed by us with the SEC after the date of this prospectus and before the date that the offering of the securities by means of this prospectus is terminated will automatically update and, where applicable, supersede any information contained in this prospectus or incorporated by reference in this prospectus.

Accordingly, we incorporate by reference into this prospectus the following documents or information filed with the SEC (other than, in each case, documents or information deemed furnished and not filed in accordance with SEC rules, and no such information shall be deemed specifically incorporated by reference hereby):


	•	our Annual Report on Form 10-K for the fiscal year ended September 24, 2005;


	•	our amendment to our Annual Report on Form 10-K/A for the fiscal year ended September 24, 2005;


	•	our Quarterly Report on Form 10-Q for the quarter ended December 24, 2005;


	•	our Quarterly Report on Form 10-Q for the quarter ended March 25, 2006;


	•	our Quarterly Report on Form 10-Q for the quarter ended June 24, 2006;


	•	our definitive Proxy Statement dated September 1, 2006;


	•	the description of the common units in our registration statement on Form 8-A filed on February 22, 1996 (as amended by the Description of Common Units contained herein);


	•	our Current Reports on Form 8-K filed on November 7, 2005, February 24, 2006 and July 28, 2006.

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All documents that we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, also shall be deemed to be incorporated by reference in this prospectus, unless otherwise provided in the relevant document. These additional documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

We will provide without charge to each person to whom a copy of this prospectus has been delivered, upon the written or oral request of any such person, a copy of any or all of the documents incorporated by reference herein, other than exhibits to such documents, unless such exhibits are specifically incorporated by reference into the information that this prospectus incorporates. You should direct written or oral requests for such copies to:

Suburban Propane Partners, L.P.
P.O. Box 206
Whippany, New Jersey 07981-0206
Telephone No.: (973) 887-5300

Attn: Investor Relations

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the costs and expenses, other than the underwriting discounts, payable by the Registrant in connection with the sale of the securities being registered. All amounts, other than the SEC registration fee, are estimates.


SEC Registration Fee	$	8,460
Printing costs	$	500
Legal fees and expenses	$	50,000
Accounting fees and expenses	$	50,000
Transfer Agent and Registrar fees	$	500
Miscellaneous	$	500
Total	$	109,960

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Our partnership agreement provides that we will indemnify (i) the members of the Board of Supervisors or the members of the Board of Supervisors of our operating partnership subsidiary, Suburban Propane, L.P., or any subsidiary of Suburban Propane, L.P., (ii) the general partner, (iii) any departing partner, (iv) any person who is or was an affiliate of the general partner or any departing partner, (v) any person who is or was a member, partner, director, officer, employee, agent or trustee of us, Suburban Propane, L.P. or any subsidiary of Suburban Propane, L.P., (vi) any person who is or was a member, partner, officer, director, employee, agent or trustee of the general partner or any departing partner or any affiliate of the general partner or any departing partner, or (vii) any person who is or was serving at the request of the Board of Supervisors, the general partner or any departing partner or any affiliate of the general partner or any departing partner as a member, partner, director, officer, employee, agent, fiduciary or trustee of another person (‘‘Indemnitees’’), to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities (joint or several), expenses (including legal fees, expenses and other disbursements), judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee; provided that in each case the Indemnitee acted in good faith and in a manner that such Indemnitee reasonably believed to be in or not opposed to our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe its conduct was unlawful. Any indemnification under these provisions will be only out of our assets, and the general partner shall not be personally liable for, or have any obligation to contribute or loan funds or assets to us to enable it to effectuate, such indemnification. We are authorized to purchase (or to reimburse the general partner or its affiliates for the cost of) insurance against liabilities asserted against and expenses incurred by such persons in connection with our activities, regardless of whether we would have the power to indemnify such persons against such liabilities under the provisions described above.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and/or persons controlling the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits



3	.1	Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of October 19, 2006 (including the Form of Certificate Evidencing Common Units).*
4	.1	See Exhibit 3.1.
5	.1	Opinion of Richards, Layton & Finger, P.A.*
8	.1	Opinion of Weil, Gotshal & Manges LLP as to tax matters. *
23	.1	Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP.*
23	.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1)*
23	.3	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 8.1)*
24	.1	Powers of Attorney (included on signature page)*


*	Filed herewith

ITEM 17. UNDERTAKINGS.

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering prices set forth in the ‘‘Calculation of Registration Fee’’ table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that clauses (i), (ii) and (iii) above do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however , that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Whippany, New Jersey, on October 19, 2006.

SUBURBAN PROPANE PARTNERS, L.P.

By: /s/ Michael J. Dunn, Jr.

Michael J. Dunn, Jr.
President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael A. Stivala and Paul E. Abel, and each of them acting individually, as his attorney-in-fact, each with full power of substitution, for him in any and all capacities, to sign any and all amendments to this registration statement of Form S-3 (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or any substitute, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Mark A. Alexander	Chief Executive Officer; Member of the Board of Supervisors (Principal Executive Officer)	October 19, 2006

Mark A. Alexander

/s/ Michael J. Dunn, Jr.	President; Member of the Board of Supervisors	October 19, 2006

Michael J. Dunn, Jr.

/s/ Robert M. Plante	Vice President and Chief Financial Officer (Principal Financial Officer)	October 19, 2006

Robert M. Plante

/s/ Michael A. Stivala	Controller and Chief Accounting Officer (Principal Accounting Officer)	October 19, 2006

Michael A. Stivala

/s/ John Hoyt Stookey	Member and Chairman of the Board of Supervisors	October 19, 2006

John Hoyt Stookey

/s/ Harold R. Logan, Jr.	Member of the Board of Supervisors	October 19, 2006

Harold R. Logan, Jr.

/s/ Dudley C. Mecum	Member of the Board of Supervisors	October 19, 2006

Dudley C. Mecum

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EXHIBIT INDEX



3	.1	Third Amended and Restated Agreement of Limited Partnership of the Partnership dated as of October 19, 2006 (including the Form of Certificate Evidencing Common Units).*
4	.1	See Exhibit 3.1.
5	.1	Opinion of Richards, Layton & Finger, P.A.*
8	.1	Opinion of Weil, Gotshal & Manges LLP as to tax matters.*
23	.1	Consent of Independent Registered Public Accounting Firm — PricewaterhouseCoopers LLP.*
23	.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.1)*
23	.3	Consent of Weil, Gotshal & Manges LLP (included in Exhibit 8.1)*
24	.1	Powers of Attorney (included on signature page)*


*	Filed herewith

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EX-3.1 2 file2.htm THIRD AMENDED & RESTATED AGREEMENT



                                                                     Exhibit 3.1


                          THIRD AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                        SUBURBAN PROPANE PARTNERS, L.P.



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  ARTICLE I        DEFINITIONS ..................................................................   2
  1.1              Definitions ..................................................................   2
  1.2              Construction .................................................................  11
  ARTICLE II       ORGANIZATION .................................................................  11
  2.1              Formation ....................................................................  11
  2.2              Name .........................................................................  11
  2.3              Registered Office; Registered Agent; Principal Office; Other Offices .........  12
  2.4              Purpose and Business .........................................................  12
  2.5              Powers .......................................................................  12
  2.6              Power of Attorney ............................................................  12
  2.7              Term .........................................................................  12
  2.8              Title to Partnership Assets ..................................................  13
  ARTICLE III      RIGHTS OF LIMITED PARTNERS ...................................................  14
  3.1              Limitation of Liability ......................................................  14
  3.2              Management of Business .......................................................  14
  3.3              Outside Activities of the Limited Partners ...................................  14
  3.4              Rights of Limited Partners ...................................................  14
  ARTICLE IV       CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP
                   INTERESTS; REDEMPTION OF PARTNERSHIP INTERESTS ...............................  15
  4.1              Certificates .................................................................  15
  4.2              Mutilated, Destroyed, Lost or Stolen Certificates ............................  15
  4.3              Record Holders ...............................................................  16
  4.4              Transfer Generally ...........................................................  16
  4.5              Registration and Transfer of Units ...........................................  17
  4.6              Transfer of a General Partner's Partnership Interest .........................  17
  4.7              [Deleted] ....................................................................  18
  4.8              [Deleted] ....................................................................  18
  4.9              Restrictions on Transfers ....................................................  18
  4.10             Citizenship Certificates; Non-citizen Assignees ..............................  19
  4.11             Redemption of Partnership Interests of Non-citizen Assignees .................  19
  ARTICLE V        CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP
                   INTERESTS ....................................................................  20
  5.1              [Deleted.] ...................................................................  20
  5.2              [Deleted.] ...................................................................  20
  5.3              Outstanding General Partner Unit; Ownership of Common Units ..................  20
  5.4              Interest and Withdrawal ......................................................  20
  5.5              Capital Accounts .............................................................  21
  5.6              Issuances of Additional Partnership Securities ...............................  22
  5.7              [Deleted.] ...................................................................  23
  5.8              [Deleted.] ...................................................................  23
  5.9              No Preemptive Rights .........................................................  23
  5.10             Splits and Combinations ......................................................  23
  5.11             Fully Paid and Non-Assessable Nature of Limited Partner Interests ............  24
  5.12             Loans from Partners ..........................................................  24
  ARTICLE VI       ALLOCATIONS AND DISTRIBUTIONS ................................................  24
  6.1              Allocations for Capital Account Purposes .....................................  24
  6.2              Allocations for Tax Purposes .................................................  26
  6.3              Requirement and Characterization of Distributions; Distributions to Record
                    Holders .....................................................................  27




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    ARTICLE VII    MANAGEMENT AND OPERATION OF BUSINESS .........................................  28
   7.1             Management ...................................................................  28
   7.2             The Board of Supervisors; Election; Term; Manner of Acting ...................  30
   7.3             Nominations of Supervisors ...................................................  30
   7.4             Removal of Members of the Board of Supervisors ...............................  31
   7.5             Resignations of Members of the Board of Supervisors ..........................  31
   7.6             Vacancies on the Board of Supervisors ........................................  31
   7.7             Meetings; Committees; Chairman ...............................................  31
   7.8             Officers .....................................................................  32
   7.9             Compensation .................................................................  33
   7.10            Restrictions on General Partner's and Board of Supervisors' Authority ........  34
   7.11            Reimbursement of the General Partner; Employee Benefit Plans .................  34
   7.12            Outside Activities of the General Partner ....................................  34
   7.13            Loans from the General Partner; Contracts with Affiliates; Certain
                    Restrictions on the General Partner .........................................  35
   7.14            Indemnification ..............................................................  36
   7.15            Liability of Indemnitees .....................................................  37
   7.16            Resolution of Conflicts of Interest ..........................................  38
   7.17            Other Matters Concerning the General Partner and the Board of Supervisors.      39
   7.18            Purchase or Sale of Units ....................................................  40
   7.19            [Deleted.] ...................................................................  40
   7.20            Reliance by Third Parties ....................................................  40
    ARTICLE VIII   BOOKS, RECORDS, ACCOUNTING AND REPORTS .......................................  40
   8.1             Records and Accounting .......................................................  40
   8.2             Fiscal Year ..................................................................  41
   8.3             Reports ......................................................................  41
  ARTICLE IX       TAX MATTERS ..................................................................  41
   9.1             Tax Returns and Information ..................................................  41
   9.2             Tax Elections ................................................................  41
   9.3             Tax Controversies ............................................................  42
   9.4             Withholding ..................................................................  42
  ARTICLE X        ADMISSION OF PARTNERS ........................................................  42
  10.1             Current Partners .............................................................  42
  10.2             Admission of Substituted Limited Partners ....................................  42
  10.3             Admission of Successor General Partner .......................................  43
  10.4             Admission of Additional Limited Partners .....................................  43
  10.5             Amendment of Agreement and Certificate of Limited Partnership ................  43
  ARTICLE XI       WITHDRAWAL OR REMOVAL OF PARTNERS ............................................  43
  11.1             Withdrawal of the General Partner ............................................  43
  11.2             Removal of the General Partner ...............................................  45
  11.3             Interest of Departing Partner and Successor General Partner; Delegation of
                    Authority to the Board of Supervisors by Successor General Partner ..........  45
  11.4             [Deleted.] ...................................................................  45
  11.5             Withdrawal of Limited Partners ...............................................  45
    ARTICLE XII    DISSOLUTION AND LIQUIDATION ..................................................  45
  12.1             Dissolution ..................................................................  45
  12.2             [Deleted] ....................................................................  46
  12.3             Liquidator ...................................................................  46
  12.4             Liquidation ..................................................................  46




                                TABLE OF CONTENTS



  12.5             Cancellation of Certificate of Limited Partnership ...........................  47
  12.6             Return of Capital Contributions ..............................................  47
  12.7             Waiver of Partition ..........................................................  47
  12.8             Capital Account Restoration ..................................................  47
    ARTICLE XIII   AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS;
                   RECORD DATE ..................................................................  47
  13.1             Amendment to be Adopted Solely by the Board of Supervisors ...................  47
  13.2             Amendment Procedures .........................................................  48
  13.3             Amendment Requirements .......................................................  49
  13.4             Tri-Annual and Special Meetings ..............................................  49
  13.5             Notice of a Meeting ..........................................................  50
  13.6             Record Date ..................................................................  50
  13.7             Adjournment ..................................................................  50
  13.8             Waiver of Notice; Approval of Meeting; Approval of Minutes ...................  50
  13.9             Quorum .......................................................................  51
  13.10            Conduct of a Meeting .........................................................  51
  13.11            Action Without a Meeting .....................................................  51
  13.12            Voting and Other Rights ......................................................  52
    ARTICLE XIV    MERGERS AND BUSINESS COMBINATIONS WITH INTERESTED
                   UNITHOLDERS ..................................................................  52
  14.1             Authority ....................................................................  52
  14.2             Procedure for Merger or Consolidation ........................................  52
  14.3             Approval by Limited Partners of Merger or Consolidation ......................  53
  14.4             Certificate of Merger ........................................................  53
  14.5             Effect of Merger .............................................................  53
  14.6             Business Combinations with Interested Unitholders ............................  54
    ARTICLE XV     [Deleted.] ...................................................................  54
    ARTICLE XVI    GENERAL PROVISIONS ...........................................................  54
  16.1             Addresses and Notices ........................................................  54
  16.2             Further Action ...............................................................  55
  16.3             Binding Effect ...............................................................  55
  16.4             Integration ..................................................................  55
  16.5             Creditors ....................................................................  55
  16.6             Waiver .......................................................................  55
  16.7             Counterparts .................................................................  55
  16.8             Applicable Law ...............................................................  55
  16.9             Invalidity of Provisions .....................................................  55
  16.10            Consent of Partners ..........................................................  55
  Exhibit A        ..............................................................................  57




                           THIRD AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                                       OF
                         SUBURBAN PROPANE PARTNERS, L.P.


     THIS THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
SUBURBAN PROPANE PARTNERS, L.P. dated as of October 19, 2006, (the "Agreement"
or "Partnership Agreement") is entered into by and among SUBURBAN ENERGY
SERVICES GROUP LLC, a Delaware limited liability company, as the General
Partner, and those Persons who are or become Partners in the Partnership or
parties hereto as provided herein. In consideration of the covenants,
conditions and agreements contained herein, the parties hereto hereby agree as
follows:


                               R E C I T A L S :

     WHEREAS, Suburban Propane GP, Inc., a Delaware corporation and the initial
general partner of the Partnership, (the "Initial General Partner"), and
certain other parties, organized the Partnership as a Delaware limited
partnership pursuant to the Delaware Act by filing a certificate of limited
partnership of the Partnership with the Secretary of State of the State of
Delaware on December 18, 1995 and the execution by the Initial General Partner
and certain other parties as limited partners of that certain Agreement of
Limited Partnership of the Partnership dated as of December 18, 1995 (the
"Original Agreement") providing for the organization of the partnership upon
the terms and conditions set forth therein, which was subsequently amended and
restated by the Amended and Restated Limited Partnership Agreement dated as of
March 4, 1996, and by the Second Amended and Restated Limited Partnership
Agreement dated as of May 26, 1999 (the "Second Partnership Agreement"); and

     WHEREAS, pursuant to Section 5.8 of the Second Partnership Agreement, the
Partnership and the General Partner have entered into an exchange agreement,
dated as of July 27, 2006 (the "Exchange Agreement"), in accordance with which
all Incentive Distribution Rights (as defined in the Second Partnership
Agreement), the entire economic interest in the Partnership included in the
General Partner Interest and the entire economic interest in Suburban Propane,
L.P. included in the General Partner's interest therein shall be exchanged for
2,300,000 Common Units; and

     WHEREAS, the Exchange Agreement and this Partnership Agreement have been
submitted to, and approved by, the Audit Committee (by Special Approval), the
Board of Supervisors, the General Partner and the requisite vote of, the
Limited Partners; and

     WHEREAS, pursuant to Section 13.1 of the Second Partnership Agreement and
this Partnership Agreement, the Board of Supervisors has the authority to adopt
certain amendments to this Agreement relating to the transactions contemplated
by the Exchange Agreement without the approval of any Limited Partner or
Assignee to reflect, among other things, a change that, in the discretion of
the Board of Supervisors, does not adversely affect the Limited Partners in any
material respect.

     NOW, THEREFORE, in consideration of the covenants and agreements made
herein, the Partnership Agreement is hereby amended and restated in its
entirety as follows:


                                    ARTICLE I
                                   DEFINITIONS


1.1 DEFINITIONS.

     The following definitions shall be for all purposes, unless otherwise
clearly indicated to the contrary, applied to the terms used in this Agreement.


     `Acquisition' means any transaction in which any Group Member acquires
(through an asset acquisition, merger, stock acquisition or other form of
investment) control over all or a portion of the assets, properties or business
of another Person for the purpose of increasing the operating capacity of the
Partnership Group from the operating capacity of the Partnership Group existing
immediately prior to such transaction.


                                        1


     `Additional Limited Partner' means a Person admitted to the Partnership as
a Limited Partner pursuant to Section 10.4 and who is shown as such on the
books and records of the Partnership.


     `Adjusted Capital Account' means the Capital Account maintained for each
Partner as of the end of each calendar year, (a) increased by any amounts that
such Partner is obligated to restore under the standards set by Treasury
Regulation Section 1.704-1(b)(2)(ii)(c) (or is deemed obligated to restore
under Treasury Regulation Sections 1.704-2(g) and 1.704-2(i)(5)) and (b)
decreased by (i) the amount of all losses and deductions that, as of the end of
such calendar year, are reasonably expected to be allocated to such Partner in
subsequent years under Sections 704(e)(2) and 706(d) of the Code and Treasury
Regulation Section 1.751-1(b)(2)(ii), and (ii) the amount of all distributions
that, as of the end of such calendar year, are reasonably expected to be made
to such Partner in subsequent years in accordance with the terms of this
Agreement or otherwise to the extent they exceed offsetting increases to such
Partner's Capital Account that are reasonably expected to occur during (or
prior to) the year in which such distributions are reasonably expected to be
made (other than increases as a result of a minimum gain chargeback pursuant to
Section 6.1(e)(i) or 6.1(e)(ii)). The foregoing definition of Adjusted Capital
Account is intended to comply with the provisions of Treasury Regulation
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.
The `Adjusted Capital Account' of a Partner in respect of a General Partner
Unit, a Common Unit, or any other specified interest in the Partnership shall
be the amount which such Adjusted Capital Account would be if such General
Partner Unit, Common Unit, or other interest in the Partnership were the only
interest in the Partnership held by a Partner from and after the date on which
such General Partner Unit, Common Unit, or other interest was first issued.


     `Adjusted Property' means any property the Carrying Value of which has
been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).


     `Affiliate' means, with respect to any Person, any other Person that
directly or indirectly through one or more intermediaries controls, is
controlled by or is under common control with, the Person in question. As used
herein, the term `control' means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through ownership of voting securities, by contract or
otherwise.


     `Agreed Allocation' means any allocation, other than a Required
Allocation, of an item of income, gain, loss or deduction pursuant to the
provisions of Section 6.1, including, without limitation, a Curative Allocation
(if appropriate to the context in which the term `Agreed Allocation' is used).


     `Agreed Value' of any Contributed Property means the fair market value of
such property or other consideration at the time of contribution as determined
by the Board of Supervisors using such reasonable method of valuation as it may
adopt. The Board of Supervisors shall, in its discretion, use such method as it
deems reasonable and appropriate to allocate the aggregate Agreed Value of
Contributed Properties contributed to the Partnership in a single or integrated
transaction among each separate property on a basis proportional to the fair
market value of each Contributed Property.


     `Assignee' means a Non-citizen Assignee or a Person to whom one or more
Units representing a Limited Partner Interest have been transferred in a manner
permitted under this Agreement and who has executed and delivered a Transfer
Application as required by this Agreement, but who has not been admitted as a
Substituted Limited Partner.


     `Associate' means, when used to indicate a relationship with any Person,
(a) any corporation or organization of which such Person is a director, officer
or partner or is, directly or indirectly, the owner of 20% or more of any class
of voting stock or other voting interest; (b) any trust or other estate in
which such Person has at least a 20% beneficial interest or as to which such
Person serves as trustee or in a similar fiduciary capacity; and (c) any
relative or spouse of such Person, or any relative of such spouse, who has the
same residence as such Person.


     `Audit Committee' means a committee of the Board of Supervisors of the
Partnership composed of three or more of the Supervisors then serving, each of
whom shall satisfy the requirements of Section 7.7(b).


                                        2


     `Available Cash' means, with respect to any Quarter ending prior to the
Liquidation Date,

     (a) the sum of (i) all cash and cash equivalents of the Partnership Group
on hand at the end of such Quarter, and (ii) all additional cash and cash
equivalents of the Partnership Group on hand on the date of determination of
Available Cash with respect to such Quarter resulting from borrowings for
working capital purposes less

     (b) the amount of any cash reserves that is necessary or appropriate in
the reasonable discretion of the Board of Supervisors to (i) provide for the
proper conduct of the business of the Partnership Group (including reserves for
future capital expenditures) subsequent to such Quarter, (ii) comply with
applicable law or any loan agreement, security agreement, mortgage, debt
instrument or other agreement or obligation to which any Group Member is a
party or by which it is bound or its assets are subject or (iii) provide funds
for distributions in respect of any one or more of the next four Quarters;
provided, however, that the disbursements made by a Group Member or cash
reserves established, increased or reduced after the end of such Quarter but on
or before the date of determination of Available Cash with respect to such
Quarter shall be deemed to have been made, established, increased or reduced,
for purposes of determining Available Cash, within such Quarter if the Board of
Supervisors so determines.

     Notwithstanding the foregoing, `Available Cash' with respect to the
Quarter in which the Liquidation Date occurs and any subsequent Quarter shall
equal zero.

     `Beneficial Owner' has the meaning ascribed to such term in Rule 13d-3 of
the Rules and Regulations promulgated under the Securities Exchange Act of
1934, as amended, and `Beneficially Owned' shall have the corresponding
meaning.

     `Board of Supervisors' shall mean the board of supervisors of the
Partnership, elected in accordance with the provisions of Article VII, to whom
the General Partner irrevocably delegates, and in which is vested, pursuant to
Section 7.1, and subject to Section 7.10, the power to manage the business and
activities of the Partnership. The Board of Supervisors shall constitute a
committee with the meaning of Section 17-303(b)(7) of the Delaware Act.

     `Book-Tax Disparity' means with respect to any item of Contributed
Property or Adjusted Property, as of the date of any determination, the
difference between the Carrying Value of such Contributed Property or Adjusted
Property and the adjusted basis thereof for federal income tax purposes as of
such date. A Partner's share of the Partnership's Book-Tax Disparities in all
of its Contributed Property and Adjusted Property will be reflected by the
difference between such Partner's Capital Account balance as maintained
pursuant to Section 5.5 and the hypothetical balance of such Partner's Capital
Account computed as if it had been maintained strictly in accordance with
federal income tax accounting principles.

     `Business Combination' means:

     (i) any merger or consolidation of the Partnership or any direct or
indirect majority-owned Subsidiary of the Partnership with (A) the Interested
Unitholder, or (B) with any other corporation, partnership, unincorporated
association or other entity if the merger or consolidation is caused by the
Interested Unitholder;

     (ii) Any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions), except
proportionately as a Unitholder of the Partnership, to or with the Interested
Unitholder, whether as part of a dissolution or otherwise, of assets of the
Partnership or of any direct or indirect majority-owned Subsidiary of the
Partnership which assets have an aggregate market value equal to 10% or more of
either the aggregate market value of all the assets of the Partnership
determined on a consolidated basis or the aggregate market value of all the
Outstanding Units of the Partnership;

     (iii) Any transaction which results in the issuance or transfer by the
Partnership or by any direct or indirect majority-owned Subsidiary of the
Partnership of any Units of the Partnership or equity securities of such
Subsidiary to the Interested Unitholder, except: (A) pursuant to the exercise,
exchange or conversion of securities exercisable for, exchangeable for or
convertible into Units of the Partnership or equity securities of any
Subsidiary of the Partnership, which Units or equity securities were
outstanding


                                        3


prior to the time that the Interested Unitholder became such; (B) pursuant to a
dividend or distribution paid or made, or the exercise, exchange or conversion
of securities exercisable for, exchangeable for or convertible into Units or
securities of any such Subsidiary, which security is distributed pro rata to
all Unitholders of the Partnership subsequent to the time the Interested
Unitholder became such; (C) pursuant to an exchange offer by the Partnership to
purchase Units made on the same terms to all Unitholders; or (D) any issuance
or transfer of Units by the Partnership; provided however, that in no case
under items (C) and (D) shall there be an increase in the Interested
Unitholder's proportionate share of the Units of the Partnership;

     (iv) Any transaction involving the Partnership or any direct or indirect
majority-owned Subsidiary of the Partnership which has the effect, directly or
indirectly, of increasing the proportionate share of the Units of the
Partnership or equity securities of any Subsidiary of the Partnership which is
owned by the Interested Unitholder, except as a result of immaterial changes
due to fractional unit adjustments or as a result of any purchase or redemption
of any Units or such securities not caused, directly or indirectly, by the
Interested Unitholder; or

     (v) Any receipt by the Interested Unitholder of the benefit, directly or
indirectly (except proportionately as a Unitholder of the Partnership), of any
loans, advances, guarantees, pledges or other financial benefits (other than
those expressly permitted in clauses (i)-(iv) above) provided by or through the
Partnership or any direct or indirect majority-owned Subsidiary of the
Partnership.

     `Business Day' means Monday through Friday of each week, except that a
legal holiday recognized as such by the government of the United States of
America or the states of New York or New Jersey shall not be regarded as a
Business Day.

     `Capital Account' means the capital account maintained for a Partner
pursuant to Section 5.5. The `Capital Account' of a Partner in respect of the
General Partner Unit, a Common Unit, or any other Partnership Interest shall be
the amount which such Capital Account would be if such General Partner Unit,
Common Unit, or other Partnership Interest were the only interest in the
Partnership held by a Partner from and after the date on which such General
Partner Unit, Common Unit, or other Partnership Interest was first issued.

     `Capital Contribution' means any cash, cash equivalents or the Net Agreed
Value of Contributed Property that a Partner contributes or has contributed to
the Partnership pursuant to this Agreement (or the Original Agreement) or the
Contribution and Conveyance Agreement.

     `Capital Improvements' means (a) additions or improvements to the capital
assets owned by any Group Member or (b) the acquisition of existing, or the
construction of new, capital assets (including retail distribution outlets,
propane tanks, pipeline systems, storage facilities and related assets), made
to increase the operating capacity of the Partnership Group from the operating
capacity of the Partnership Group existing immediately prior to such addition,
improvement, acquisition or construction.

     `Capitalized Lease Obligations' means obligations to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use)
real and/or personal property, which obligations are accounted for as a capital
lease on a balance sheet under U.S. GAAP; for the purpose hereof the amount of
such obligations shall be the capitalized amount reflected on such balance
sheet.

     `Carrying Value' means (a) with respect to a Contributed Property, the
Agreed Value of such property reduced (but not below zero) by all depreciation,
amortization and cost recovery deductions charged to the Partners' and
Assignees' Capital Accounts in respect of such Contributed Property, and (b)
with respect to any other Partnership property, the adjusted basis of such
property for federal income tax purposes, all as of the time of determination.
The Carrying Value of any property shall be adjusted from time to time in
accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes,
additions or other adjustments to the Carrying Value for dispositions and
acquisitions of Partnership properties, as deemed appropriate by the Board of
Supervisors.

     `Cause' means a court of competent jurisdiction has entered a final,
non-appealable judgment finding a Person liable for actual fraud, gross
negligence or willful or wanton misconduct in its capacity as general partner
of the Partnership or as a member of the Board of Supervisors, as the case may
be.


                                        4


     `Certificate' means a certificate, (a) substantially in the form of
Exhibit A to this Agreement, (b) issued in global form in accordance with the
rules and regulations of the Depositary or (c) in such other form as may be
adopted by the Board of Supervisors in its discretion, issued by the
Partnership evidencing ownership of one or more Common Units or a certificate,
in such form as may be adopted by the Board of Supervisors in its discretion,
issued by the Partnership evidencing ownership of one or more other Partnership
Interests.

     `Certificate of Limited Partnership' means the Certificate of Limited
Partnership of the Partnership filed with the Secretary of State of the State
of Delaware as referenced in Section 2.1, as such Certificate of Limited
Partnership may be amended, supplemented or restated from time to time.

     `Citizenship Certification' means a properly completed certificate in such
form as may be specified by the Board of Supervisors by which an Assignee or a
Limited Partner certifies that he (and if he is a nominee holding for the
account of another Person, that to the best of his knowledge such other Person)
is an Eligible Citizen.

     `Closing Price' for any day means the last sale price on such day, or in
case no such sale takes place on such day, the average of the closing bid and
asked prices on such day, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted for trading on the principal National Securities Exchange on which the
Units of such class are listed or admitted to trading or, if the Units of such
class are not listed or admitted to trading on any National Securities
Exchange, the last quoted price on such day or, if not so quoted, the average
of the high bid and low asked prices on such day in the over-the-counter
market, or, if on any such day the Units of such class are not quoted by any
such organization, the average of the closing bid and asked prices on such day
as furnished by a professional market maker making a market in the Units of
such class selected by the Board of Supervisors, or if on any such day no
market maker is making a market in the Units of such class, the fair value of
such Units on such day as determined reasonably and in good faith by the Board
of Supervisors.

     `Code' means the Internal Revenue Code of 1986, as amended and in effect
from time to time. Any reference herein to a specific section or sections of
the Code shall be deemed to include a reference to any corresponding provision
of future law.

     `Common Unitholder' means a Unitholder holding Common Units.

     `Commission' means the United States Securities and Exchange Commission.

     `Common Unit' means a Unit representing a fractional part of the
Partnership Interests of all Limited Partners and Assignees and having the
rights and obligations specified with respect to Common Units in this
Agreement.

     `Contributed Property' means each property or other asset, in such form as
may be permitted by the Delaware Act, but excluding cash, contributed to the
Partnership. Once the Carrying Value of a Contributed Property is adjusted
pursuant to Section 5.5(d), such property shall no longer constitute a
Contributed Property, but shall be deemed an Adjusted Property.

     `Contribution and Conveyance Agreement' means that certain Contribution,
Conveyance and Assumption Agreement, dated as of March 4, 1996, among the
Initial General Partner, the Partnership, the Operating Partnership and certain
other parties, together with the additional conveyance documents and
instruments contemplated or referenced thereunder.

     `Curative Allocation' means any allocation of an item of income, gain,
deduction, loss or credit pursuant to the provisions of Section 6.1(e)(xi).

     `Current Market Price' as of any date for any class of Units listed or
admitted to trading on any National Securities Exchange means the average of
the daily Closing Prices per Unit of such class for the 20 consecutive Trading
Days immediately prior to such date.

     `Delaware Act' means the Delaware Revised Uniform Limited Partnership Act,
6 Del C.  Section  Section 17-101, et seq., as amended, supplemented or
restated from time to time, and any successor to such statute.

     `Departing Partner' means a former General Partner from and after the
effective date of any withdrawal or removal of such former General Partner
pursuant to Section 11.1 or 11.2.


                                        5


     `Depositary' means, with respect to any Units issued in global form, The
Depository Trust Company and its successors and permitted assigns.

     `Economic Risk of Loss' has the meaning set forth in Treasury Regulation
Section 1.752-2(a).

     `Eligible Citizen' means a Person qualified to own interests in real
property in jurisdictions in which any Group Member does business or proposes
to do business from time to time, and whose status as a Limited Partner or
Assignee does not or would not subject such Group Member to a significant risk
of cancellation or forfeiture of any of its properties or any interest therein.


     `Event of Withdrawal' has the meaning assigned to such term in Section
11.1(a).

     `Exchange Act' means the Securities Exchange Act of 1934, as amended,
supplemented or restated from time to time and any successor to such statute.

     `Exchange Agreement' means the agreement dated as of July 27, 2006, by and
among the Partnership, the General Partner and Suburban Propane, L.P., as it
may be amended, supplemented or restated from time to time.

     `General Partner' means Suburban Energy Services Group LLC and its
successors as general partner of the Partnership.

     `General Partner Interest' means the ownership interest of the General
Partner in the Partnership (in its capacity as a general partner without
reference to any Limited Partner Interest held by it) which is evidenced by the
General Partner Unit and includes any and all benefits to which the General
Partner is entitled as provided in this Agreement, together with all
obligations of the General Partner to comply with the terms and provisions of
this Agreement.

     `General Partner Unit' means the Unit representing the General Partner
Interest and having the rights and obligations specified with respect to the
General Partner Interest in this Agreement.

     `General Partner Unitholder' means a Unitholder holding the General
Partner Unit.

     `Group' means a Person which, with or through any of its Affiliates or
Associates, has any agreement, arrangement or understanding for the purpose of
acquiring, holding, voting (except voting pursuant to a revocable proxy or
consent given to such Person in response to a proxy or consent solicitation
made to 10 or more Persons) or disposing of any Partnership Securities with any
other Person that beneficially owns, or whose Affiliates or Associates
beneficially own, directly or indirectly, Partnership Securities.

     `Group Member' means a member of the Partnership Group.

     `Indebtedness', as used in Section 7.10(b), means, as applied to any
Person, without duplication, any indebtedness, exclusive of deferred taxes, (i)
in respect of borrowed money (whether or not the recourse of the lender is to
the whole of the assets of such Person or only to a portion thereof); (ii)
evidenced by bonds, notes, debentures or similar instruments or letters of
credit in support of bonds, notes, debentures or similar instruments; (iii)
representing the balance deferred and unpaid of the purchase price of any
property, if and to the extent such indebtedness would appear as a liability on
a balance sheet of such Person prepared in accordance with U.S. GAAP (but
excluding trade accounts payable arising in the ordinary course of business
that are not overdue by more than 90 days or are being contested by such Person
in good faith); (iv) any Capitalized Lease Obligations of such Person; and (v)
Indebtedness of others guaranteed by such Person, including, without
limitation, every obligation of such Person (A) to purchase or pay (or advance
or supply funds for the purchase or payment of) such Indebtedness or to
purchase (or to advance or supply funds for the purchase of) any security for
the payment of such Indebtedness, or (B) to maintain working capital, equity
capital or other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness.

     `Indemnitee' means (a) the members of the Board of Supervisors or the
members of the board of supervisors of the Operating Partnership or any other
Group Member, (b) the General Partner, any Departing Partner and any Person who
is or was an Affiliate of the General Partner or any Departing Partner, (c) any
Person who is or was a member, partner, director, officer, employee, agent or
trustee of any Group Member, the General Partner or any Departing Partner or
any Affiliate of any Group


                                        6


Member, the General Partner or any Departing Partner and (d) any Person who is
or was serving at the request of the Board of Supervisors, the General Partner
or any Departing Partner or any Affiliate of the General Partner or any
Departing Partner as a member, partner, director, officer, employee, partner,
agent, fiduciary or trustee of another Person, in each case, acting in such
capacity; provided, that a Person shall not be an Indemnitee by reason of
providing, on a fee-for-services basis, trustee, fiduciary or custodial
services.

     `Initial General Partner' has the meaning assigned to such term in the
Recitals to this Agreement.

     `Initial Limited Partners' means the .initial limited partner and the
initial underwriters of the Partnership.

     `Interested Unitholder' means any Person, including its Affiliates and
Associates (other than the Partnership or any Subsidiary of the Partnership,
any employee benefit plan maintained by the Partnership or any Subsidiary
thereof or any trustee or fiduciary with respect to any such plan when acting
in such capacity), that:

     (i) is, or was at any time within the three-year period immediately prior
to the date in question, the Beneficial Owner of fifteen percent (15%) or more
of the then Outstanding Units and who did not become the Beneficial Owner of
such amount of Units pursuant to a transaction that (x) was approved by the
affirmative vote of a majority of the entire Board of Supervisors; or (y)
resulted in such Person becoming the Beneficial Owner of at least 85% of the
then Outstanding Units (excluding Units owned by Officers and Supervisors of
the Partnership).

     (ii) is an assignee of, or has otherwise succeeded to, any Units of which
an Interested Unitholder was the Beneficial Owner at any time within the
three-year period immediately prior to the date in question, if such assignment
or succession occurred in the course of a transaction, or series of
transactions, not involving a public offering within the meaning of the
Securities Act.

     For the purpose of determining whether a Person is an Interested
Unitholder, the Partnership Interests that may be issuable or exchangeable by
the Partnership to the Interested Unitholder pursuant to any agreement,
arrangement or understanding, or upon the exercise of conversion rights,
warrants or options, or otherwise, shall be included as being owned by such
Person, but not any other Partnership Interests that may be issuable or
exchangeable by the Partnership pursuant to any agreement, arrangement or
understanding, or upon the exercise of conversion rights, warrants or options,
or otherwise, to any Person who is not the Interested Unitholder.

     `Limited Partner' means, unless the context otherwise requires, (a) each
Initial Limited Partner, each Substituted Limited Partner, each Additional
Limited Partner and any Departing Partner upon the change of its status from
General Partner to Limited Partner pursuant to Section 11.3, and (b) solely for
purposes of Articles V, VI, VII and IX and Sections 12.3 and 12.4, each
Assignee.

     `Limited Partner Interest' means the ownership interest of a Limited
Partner in the Partnership which is evidenced by Common Units or other
Partnership Securities and includes any and all benefits to which a Limited
Partner is entitled as provided in this Agreement, together with all
obligations of a Limited Partner to comply with the terms and provisions of
this Agreement.

     `Liquidation Date' means in respect of any event giving rise to the
dissolution of the Partnership, the date on which such event occurs.

     `Liquidator' means one or more Persons selected by the Board of
Supervisors to perform the functions described in Section 12.3.

     `Merger Agreement' has the meaning assigned to such term in Section 14.1.

     `National Securities Exchange' means an exchange registered with the
Commission under Section 6(a) of the Securities Exchange Act of 1934, as
amended, supplemented or restated from time to time, and any successor to such
statute, or the Nasdaq Stock Market or any successor thereto.

     `Net Agreed Value' means, (a) in the case of any Contributed Property, the
Agreed Value of such property reduced by any liabilities either assumed by the
Partnership upon such contribution or to which


                                        7


such property is subject when contributed, and (b) in the case of any property
distributed to a Partner or Assignee by the Partnership, the Partnership's
Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at
the time such property is distributed, reduced by any indebtedness either
assumed by such Partner or Assignee upon such distribution or to which such
property is subject at the time of distribution, in either case, as determined
under Section 752 of the Code.

     `Net Loss' means, for any taxable year, the excess, if any, of the
Partnership's items of loss and deduction for such taxable year over the
Partnership's items of income and gain for such taxable year. The items
included in the calculation of Net Loss shall be determined in accordance with
Section 5.5(b) and shall not include any items specially allocated under
Section 6.1(e).

     `Non-citizen Assignee' means a Person whom the Board of Supervisors has
determined in its discretion does not constitute an Eligible Citizen and as to
whose Partnership Interest the General Partner has become the Substituted
Limited Partner, pursuant to Section 4.10.

     `Nonrecourse Built-in Gain' means, with respect to any Contributed
Properties or Adjusted Properties that are subject to a mortgage or pledge
securing a Nonrecourse Liability, the amount of any taxable gain that would be
allocated to the Partners pursuant to Sections 6.2(b)(i)(A), 6.2(b)(ii)(A) and
6.2(b)(iii) if such properties were disposed of in a taxable transaction in
full satisfaction of such liabilities and for no other consideration.

     `Nonrecourse Deductions' means any and all items of loss, deduction or
expenditures (including, without limitation, any expenditure described in
Section 705(a)(2)(B) of the Code) that, in accordance with the principles of
Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse
Liability.

     `Nonrecourse Liability' has the meaning set forth in Treasury Regulation
Section 1.752-1(a)(2).

     Officers' means the Chief Executive Officer, the President, any Vice
Presidents, the Secretary, the Treasurer, any Assistant Secretaries or
Assistant Treasurers, and any other officers of the Partnership appointed by
the Board of Supervisors pursuant to Section 7.8.

     `Operating Partnership' means Suburban Propane, L.P., a Delaware limited
partnership, and any successors thereto.

     `Operating Partnership Agreement' means the Third Amended and Restated
Agreement of Limited Partnership of Suburban Propane, L.P., as it may be
amended, supplemented or restated from time to time.

     `Opinion of Counsel' means a written opinion of counsel (who may be
regular counsel to the Partnership or the General Partner or any of their
Affiliates) acceptable to the Board of Supervisors in its reasonable
discretion.

     `Organizational Limited Partner' means Quantum Chemical Corporation, in
its capacity as the organizational limited partner of the Partnership.

     `Original Agreement' has the meaning assigned to such term in the Recitals
to this Agreement.

     `Outstanding' means, with respect to Partnership Securities, all
Partnership Securities that are issued by the Partnership and reflected as
outstanding on the Partnership's books and records as of the date of
determination.

     `Partner Nonrecourse Debt' has the meaning set forth in Treasury
Regulation Section 1.704-2(b)(4).

     `Partner Nonrecourse Debt Minimum Gain' has the meaning set forth in
Treasury Regulation Section 1.704-2(i)(2).

     `Partner Nonrecourse Deductions' means any and all items of loss,
deduction or expenditure (including, without limitation, any expenditure
described in Section 705(a)(2)(B) of the Code) that, in accordance with the
principles of Treasury Regulation Section 1.704-2(i), are attributable to a
Partner Nonrecourse Debt.

     `Partners' means the General Partner and the Limited Partners.

     `Partnership' means Suburban Propane Partners, L.P., a Delaware limited
partnership, and any successors thereto.


                                        8


     `Partnership Agreement' or "Agreement" means this Third Amended and
Restated Agreement of Limited Partnership of Suburban Propane Partners, L.P.,
as it may be amended, supplemented or restated from time to time.

     `Partnership Group' means the Partnership, the Operating Partnership and
any Subsidiary of either such entity, treated as a single consolidated entity.

     `Partnership Interest' means an interest in the Partnership, which shall
include General Partner Interests and Limited Partner Interests.

     `Partnership Minimum Gain' means that amount determined in accordance with
the principles of Treasury Regulation Section 1.704-2(d).

     `Partnership Security' means any class or series of Common Units, any
option, right, warrant or appreciation rights relating thereto, or any other
type of equity interest that the Partnership may lawfully issue, or any
unsecured or secured debt obligation of the Partnership that is convertible
into any class or series of equity interests of the Partnership.

     `Percentage Interest' means as of the date of such determination, (a) as
to any Partner or Assignee holding Common Units, the product of (i) 100% less
the percentage applicable to clause (b) multiplied by (ii) the quotient of the
number of Common Units held by such Partner or Assignee divided by the total
number of all Outstanding Common Units and (b) as to the holders of additional
Partnership Securities issued by the Partnership in accordance with Section
5.6, the percentage established as a part of such issuance. The General
Partner's Percentage Interest with respect to its General Partner Unit and
General Partner Interest shall be zero.

     `Person' means an individual or a corporation, limited liability company,
partnership, limited liability partnership, joint venture, trust,
unincorporated organization, association, government agency or political
subdivision thereof or other entity.

     `Pro Rata' means (a) when modifying Units or any class thereof,
apportioned equally among all designated Units in accordance with their
Percentage Interests, and (b) when modifying Partners and Assignees,
apportioned among all Partners and Assignees in accordance with their
Percentage Interests.

     `Proxy Statement' means the definitive Proxy Statement of the Partnership
on Schedule 14A under the Securities Exchange Act of 1934, as amended, filed
with the Commission for the purpose of soliciting the votes of the Unitholders,
to approve the Partnership Agreement and the Exchange Agreement and the
transactions contemplated thereby, as it has been or as it may be amended or
supplemented from time to time.

     `Quarter' means, unless the context requires otherwise, a fiscal quarter
of the Partnership.

     `Recapture Income' means any gain recognized by the Partnership (computed
without regard to any adjustment required by Section 734 or 743 of the Code)
upon the disposition of any property or asset of the Partnership, which gain is
characterized as ordinary because it represents the recapture of deductions
previously taken with respect to such property or asset.

     `Record Date' means the date established by the Board of Supervisors for
determining (a) the identity of the Record Holders entitled to notice of, or to
vote at, any meeting of Limited Partners or entitled to vote by ballot or give
approval of Partnership action in writing without a meeting or entitled to
exercise rights in respect of any lawful action of Limited Partners or (b) the
identity of Record Holders entitled to receive any report or distribution.

     `Record Holder' means the Person in whose name a Common Unit is registered
on the books of the Transfer Agent as of the opening of business on a
particular Business Day, or with respect to a holder of a General Partner Unit,
the Person in whose name such General Partner Unit, or other Partnership
Interest is registered on the books which the Board of Supervisors has caused
to be kept as of the opening of business on such Business Day.

     `Redeemable Interests' means any Partnership Interests for which a
redemption notice has been given, and has not been withdrawn, pursuant to
Section 4.11.


                                        9


     `Required Allocations' means (a) any limitation imposed on any allocation
of Net Losses, and (b) any allocation of an item of income, gain, loss or
deduction pursuant to Section 6.1(e)(i), 6.1(e)(ii), 6.1(e)(iv), 6.1(e)(vii) or
6.1(e)(ix).

     `Restated GP Agreement' has the meaning assigned to such term in Section
4.6(b).

     `Residual Gain' or `Residual Loss' means any item of gain or loss, as the
case may be, of the Partnership recognized for federal income tax purposes
resulting from a sale, exchange or other disposition of a Contributed Property
or Adjusted Property, to the extent such item of gain or loss is not allocated
pursuant to Section 6.2(b)(i)(A) or 6.2(b)(ii)(A), respectively, to eliminate
Book-Tax Disparities.

     `Securities Act' means the Securities Act of 1933, as amended,
supplemented or restated from time to time and any successor to such statute.

     `Second Partnership Agreement' has the meaning assigned to such term in
the Recitals to this Agreement.

     `Special Approval' means approval by a majority of the members of the
Audit Committee.

     `Subsidiary' means, with respect to any Person, (a) a corporation of which
more than 50% of the voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors or other
governing body of such corporation is owned, directly or indirectly, at the
date of determination, by such Person, by one or more Subsidiaries of such
Person or a combination thereof, (b) a partnership (whether general or limited)
in which such Person or a Subsidiary of such Person is, at the date of
determination, a general or limited partner of such partnership, but only if
more than 50% of the partnership interests of such partnership (considering all
of the partnership interests of the partnership as a single class) is owned,
directly or indirectly, at the date of determination, by such Person, by one or
more Subsidiaries of such Person, or a combination thereof, or (c) any other
Person (other than a corporation or a partnership) in which such Person, one or
more Subsidiaries of such Person, or a combination thereof, directly or
indirectly, at the date of determination, has (i) at least a majority ownership
interest or (ii) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.

     `Substituted Limited Partner' means a Person who is admitted as a Limited
Partner to the Partnership pursuant to Section 10.2 in place of and with all
the rights of a Limited Partner and who is shown as a Limited Partner on the
books and records of the Partnership.

     `Supervisors' means the members of the Board of Supervisors who are
elected as such in accordance with the provisions of Article VII.

     `Surviving Business Entity' has the meaning assigned to such term in
Section 14.2(b).

     `Trading Day' means a day on which the principal National Securities
Exchange on which the Units of any class are listed or admitted to trading is
open for the transaction of business or, if Units of a class are not listed or
admitted to trading on any National Securities Exchange, a day on which banking
institutions in New York City generally are open.

     `Transfer' has the meaning assigned to such term in Section 4.4(a).

     `Transfer Agent' means such bank, trust company or other Person (including
the Partnership, the General Partner or one of its Affiliates) as shall be
appointed from time to time by the Board of Supervisors to act as registrar and
transfer agent for the Common Units or other Partnership Securities.

     `Transfer Application' means an application and agreement for transfer of
Units in the form set forth on the back of a Certificate or in a form
substantially to the same effect in a separate instrument.

     `Tri-Annual Meeting' means the meeting of Limited Partners to be held
every third year, at which meeting the Board of Supervisors shall be elected,
and such other business transacted as may properly be brought before the
meeting.

     `Unit' means a Partnership Interest of a Partner or Assignee in the
Partnership and shall include Common Units and the General Partner Unit.


                                       10


     `Unitholders' means the holders of Common Units and the General Partner
Unit.

     `Unrealized Gain' attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the fair market
value of such property as of such date (as determined under Section 5.5(d))
over (b) the Carrying Value of such property as of such date (prior to any
adjustment to be made pursuant to Section 5.5(d) as of such date).

     `Unrealized Loss' attributable to any item of Partnership property means,
as of any date of determination, the excess, if any, of (a) the Carrying Value
of such property as of such date (prior to any adjustment to be made pursuant
to Section 5.5(d) as of such date) over (b) the fair market value of such
property as of such date (as determined under Section 5.5(d)).

     `U.S. GAAP' means United States Generally Accepted Accounting Principles
consistently applied.

     `Withdrawal Opinion of Counsel' has the meaning assigned to such term in
   Section 11.1(b).

1.2 CONSTRUCTION.

     Unless the context requires otherwise: (a) any pronoun used in this
Agreement shall include the corresponding masculine, feminine or neuter forms,
and the singular form of nouns, pronouns and verbs shall include the plural and
vice versa; (b) references to Articles and Sections refer to Articles and
Sections of this Agreement; and (c) `include' or `includes' means includes,
without limitation, and `including' means including, without limitation.

                                   ARTICLE II
                                  ORGANIZATION

2.1 FORMATION.

     The Initial General Partner and the Organizational Limited Partner
previously formed the Partnership as a limited partnership upon the filing on
December 18, 1995 of the Certificate of Limited Partnership with the Secretary
of State of the State of Delaware pursuant to the provisions of the Delaware
Act and the execution of the Original Agreement. The General Partner and the
Limited Partners hereby amend and restate the Second Partnership Agreement in
its entirety to continue the Partnership as a limited partnership pursuant to
the provisions of the Delaware Act and to set forth the rights and obligations
of the Partners and certain matters related thereto. This amendment and
restatement shall become effective on the date of this Agreement. Except as
expressly provided to the contrary in this Agreement, the rights and
obligations of the Partners and the administration, dissolution and termination
of the Partnership shall be governed by the Delaware Act. All Partnership
Interests shall constitute personal property of the owner thereof for all
purposes.

     The Initial General Partner has caused the Certificate of Limited
Partnership to be filed with the Secretary of State of the State of Delaware as
required by the Delaware Act, and the General Partner shall use all reasonable
efforts to cause to be filed such other certificates or documents as may be
determined by the Board of Supervisors to be reasonable and necessary or
appropriate for the formation, continuation, qualification and operation of a
limited partnership (or a partnership in which the limited partners have
limited liability) in the State of Delaware or any other state in which the
Partnership may elect to do business or own property. To the extent that such
action is determined by the Board of Supervisors to be reasonable and necessary
or appropriate, the General Partner shall file amendments to and restatements
of the Certificate of Limited Partnership and do all things to maintain the
Partnership as a limited partnership (or a partnership in which the limited
partners have limited liability) under the laws of the State of Delaware or of
any other state in which the Partnership may elect to do business or own
property, including in connection with the Exchange Agreement and the
transactions contemplated thereby. Subject to the provisions of Section 3.4(a),
the Partnership shall not be required, before or after filing, to deliver or
mail a copy of the Certificate of Limited Partnership, any qualification
document or any amendment thereto to any Limited Partner or Assignee.

2.2 NAME.

     The name of the Partnership shall be `Suburban Propane Partners, L.P.' The
Partnership's business may be conducted under any other name or names deemed
necessary or appropriate by the Board of


                                       11


Supervisors, including, if consented to by the General Partner in its sole
discretion, the name of the General Partner. The words `Limited Partnership,'
`L.P.,' `Ltd.' or similar words or letters shall be included in the
Partnership's name where necessary for the purpose of complying with the laws
of any jurisdiction that so requires. The Board of Supervisors in its
discretion may change the name of the Partnership at any time and from time to
time and shall notify the Limited Partners of such change in the next regular
communication to the Limited Partners.


2.3 REGISTERED OFFICE; REGISTERED AGENT; PRINCIPAL OFFICE; OTHER OFFICES.

     Unless and until changed by the Board of Supervisors or the Chief
Executive Officer, the registered office of the Partnership in the State of
Delaware shall be located at Corporation Trust Center, 1209 Orange Street, New
Castle County, Wilmington, Delaware 19801, and the registered agent for service
of process on the Partnership in the State of Delaware at such registered
office shall be The Corporation Trust Company. The principal office of the
Partnership shall be located at One Suburban Plaza, 240 Route 10 West,
Whippany, New Jersey 07981-0206 or such other place as the Board of Supervisors
may from time to time designate by notice to the Limited Partners. The
Partnership may maintain offices at such other place or places within or
outside the State of Delaware as the Board of Supervisors deems necessary or
appropriate. The address of the General Partner shall be One Suburban Plaza,
240 Route 10 West, Whippany, New Jersey 07981-0206 or such other place as the
General Partner may from time to time designate by notice to the Limited
Partners.


2.4 PURPOSE AND BUSINESS.

     The purpose and nature of the business to be conducted by the Partnership
shall be to (a) serve as a limited partner in the Operating Partnership and, in
connection therewith, to exercise all the rights and powers conferred upon the
Partnership as a limited partner in the Operating Partnership pursuant to the
Operating Partnership Agreement or otherwise, (b) engage directly in, or enter
into or form any corporation, partnership, joint venture, limited liability
company or other arrangement to engage indirectly in, any business activity
that the Operating Partnership is permitted to engage in by the Operating
Partnership Agreement and, in connection therewith, exercise all of the rights
and powers conferred upon the Partnership pursuant to the agreements relating
to such business activity, (c) engage directly in, or enter into or form any
corporation, partnership, joint venture, limited liability company or other
arrangement to engage indirectly in, any business activity that is approved by
the Board of Supervisors and which lawfully may be conducted by a limited
partnership organized pursuant to the Delaware Act and, in connection
therewith, exercise all of the rights and powers conferred upon the Partnership
pursuant to the agreements relating to such business activity, and (d) do
anything necessary or appropriate to the foregoing, including the making of
capital contributions or loans to a Group Member. The Board of Supervisors has
no obligation or duty to the Partnership, the Limited Partners, or the
Assignees to propose or approve, and in its discretion may decline to propose
or approve, the conduct by the Partnership of any business.


2.5 POWERS.

     The Partnership shall be empowered to do any and all acts and things
necessary, appropriate, proper, advisable, incidental to or convenient for the
furtherance and accomplishment of the purposes and business described in
Section 2.4 and for the protection and benefit of the Partnership.


2.6 POWER OF ATTORNEY.

     (a) Each Limited Partner and each Assignee hereby constitutes and appoints
the Chief Executive Officer and President of the Partnership and, if a
Liquidator shall have been selected pursuant to Section 12.3, the Liquidator,
severally (and any successor to the Liquidator by merger, transfer, assignment,
election or otherwise) and each of their authorized officers and
attorneys-in-fact, as the case may be, with full power of substitution, as his
true and lawful agent and attorney-in-fact, with full power and authority in
his name, place and stead, to:

       (i) execute, swear to, acknowledge, deliver, file and record in the
   appropriate public offices (A) all certificates, documents and other
   instruments (including this Agreement and the Certificate


                                       12


   of Limited Partnership and all amendments or restatements thereof) that the
   Board of Supervisors or the Liquidator deems necessary or appropriate to
   form, qualify or continue the existence or qualification of the Partnership
   as a limited partnership (or a partnership in which the limited partners
   have limited liability) in the State of Delaware and in all other
   jurisdictions in which the Partnership may conduct business or own
   property; (B) all certificates, documents and other instruments that the
   Board of Supervisors or the Liquidator deems necessary or appropriate to
   reflect, in accordance with its terms, any amendment, change, modification
   or restatement of this Agreement; (C) all certificates, documents and other
   instruments (including conveyances and a certificate of cancellation) that
   the Board of Supervisors or the Liquidator deems necessary or appropriate
   to reflect the dissolution and liquidation of the Partnership pursuant to
   the terms of this Agreement; (D) all certificates, documents and other
   instruments relating to the admission, withdrawal, removal or substitution
   of any Partner pursuant to, or other events described in, Article IV, X, XI
   or XII; (E) all certificates, documents and other instruments relating to
   the determination of the rights, preferences and privileges of any class or
   series of Partnership Securities issued pursuant to Section 5.6; and (F)
   all certificates, documents and other instruments (including agreements and
   a certificate of merger) relating to a merger or consolidation of the
   Partnership pursuant to Article XIV; and (ii) execute, swear to,
   acknowledge, deliver, file and record all ballots, consents, approvals,
   waivers, certificates, documents and other instruments necessary or
   appropriate, in the discretion of the Board of Supervisors or the
   Liquidator, to make, evidence, give, confirm or ratify any vote, consent,
   approval, agreement or other action that is made or given by the Partners
   hereunder or is consistent with the terms of this Agreement or is necessary
   or appropriate, in the discretion of the Board of Supervisors or the
   Liquidator, to effectuate the terms or intent of this Agreement; provided,
   that when required by Section 13.3 or any other provision of this Agreement
   that establishes a percentage of the Limited Partners or of the Limited
   Partners of any class or series required to take any action, the Chief
   Executive Officer and President of the Partnership and the Liquidator may
   exercise the power of attorney made in this Section 2.6(a)(ii) only after
   the necessary vote, consent or approval of the Limited Partners or of the
   Limited Partners of such class or series, as applicable.


Nothing contained in this Section 2.6(a) shall be construed as authorizing the
Board of Supervisors to amend this Agreement except in accordance with Article
XIII or as may be otherwise expressly provided for in this Agreement.


     (b) The foregoing power of attorney is hereby declared to be irrevocable
and a power coupled with an interest, and it shall survive and, to the maximum
extent permitted by law, not be affected by the subsequent death, incompetency,
disability, incapacity, dissolution, bankruptcy or termination of any Limited
Partner or Assignee and the transfer of all or any portion of such Limited
Partner's or Assignee's Partnership Interest and shall extend to such Limited
Partner's or Assignee's heirs, successors, assigns and personal
representatives. Each such Limited Partner or Assignee hereby agrees to be
bound by any representation made by the Chief Executive Officer or President of
the Partnership or the Liquidator acting in good faith pursuant to such power
of attorney; and each such Limited Partner or Assignee, to the maximum extent
permitted by law, hereby waives any and all defenses that may be available to
contest, negate or disaffirm the action of the Chief Executive Officer or
President of the Partnership or the Liquidator taken in good faith under such
power of attorney. Each Limited Partner or Assignee shall execute and deliver
to the Chief Executive Officer or President of the Partnership or the
Liquidator, within 15 days after receipt of the request therefor, such further
designation, powers of attorney and other instruments as the Chief Executive
Officer or President of the Partnership or the Liquidator deems necessary to
effectuate this Agreement and the purposes of the Partnership.


2.7 TERM.


     The term of the Partnership commenced upon the filing of the Certificate
of Limited Partnership in accordance with the Delaware Act and shall continue
until the close of Partnership business on September 30, 2085, or until the
earlier dissolution of the Partnership in accordance with the provisions of
Article XII.


                                       13


2.8 TITLE TO PARTNERSHIP ASSETS.

     Title to Partnership assets, whether real, personal or mixed and whether
tangible or intangible, shall be deemed to be owned by the Partnership as an
entity, and no Partner or Assignee, individually or collectively, shall have
any ownership interest in such Partnership assets or any portion thereof. Title
to any or all of the Partnership assets may be held in the name of the
Partnership, the General Partner, or one or more nominees, as the Board of
Supervisors may determine. The General Partner hereby declares and warrants
that any Partnership assets for which record title is held in the name of the
General Partner or one or more nominees shall be held by the General Partner or
nominee for the use and benefit of the Partnership in accordance with the
provisions of this Agreement; provided, however, that the General Partner shall
use reasonable efforts to cause record title to such assets (other than those
assets in respect of which the Board of Supervisors determines that the expense
and difficulty of conveyancing makes transfer of record title to the
Partnership impracticable) to be vested in the Partnership as soon as
reasonably practicable; provided, further, that, prior to an event of
withdrawal of the General Partner or as soon thereafter as practicable, the
General Partner shall use reasonable efforts to effect the transfer of record
title to the Partnership and, prior to any such transfer, will provide for the
use of such assets in a manner satisfactory to the Board of Supervisors. All
Partnership assets shall be recorded as the property of the Partnership in its
books and records, irrespective of the name in which record title to such
Partnership assets is held.

                                  ARTICLE III
                           RIGHTS OF LIMITED PARTNERS

3.1 LIMITATION OF LIABILITY.

     The Limited Partners and the Assignees shall have no liability under this
Agreement except as expressly provided in this Agreement or the Delaware Act.

3.2 MANAGEMENT OF BUSINESS.

     No Limited Partner or Assignee (other than the General Partner, or any of
its Affiliates or any member, officer, director, employee, partner, agent or
trustee of the General Partner or any of its Affiliates, or any officer, member
of the board of supervisors or directors, employee or agent of a Group Member,
in its capacity as such, if such Person shall also be a Limited Partner or
Assignee) shall participate in the operation, management or control (within the
meaning of the Delaware Act) of the Partnership's business, transact any
business in the Partnership's name or have the power to sign documents for or
otherwise bind the Partnership. Any action taken by any Affiliate of the
General Partner or any member, officer, director, employee, partner, agent or
trustee of the General Partner or any of its Affiliates, or any officer, member
of the board of supervisors or directors, member, partner, employee or agent of
a Group Member, in its capacity as such, shall not be deemed to be
participation in the control of the business of the Partnership by a limited
partner of the Partnership (within the meaning of Section 17-303(a) of the
Delaware Act) and shall not affect, impair or eliminate the limitations on the
liability of the Limited Partners or Assignees under this Agreement.

3.3 OUTSIDE ACTIVITIES OF THE LIMITED PARTNERS.

     Subject to the provisions of Section 7.12, which shall continue to be
applicable to the Persons referred to therein, regardless of whether such
Persons shall also be Limited Partners or Assignees, any Limited Partner or
Assignee shall be entitled to and may have business interests and engage in
business activities in addition to those relating to the Partnership, including
business interests and activities in direct competition with the Partnership
Group. Neither the Partnership nor any of the other Partners or Assignees shall
have any rights by virtue of this Agreement in any business ventures of any
Limited Partner or Assignee.

3.4 RIGHTS OF LIMITED PARTNERS.

     (a) In addition to other rights provided by this Agreement or by
applicable law, and except as limited by Section 3.4(b), each Limited Partner
shall have the right, for a purpose reasonably related to such Limited
Partner's interest as a limited partner in the Partnership, upon reasonable
demand and at such Limited Partner's own expense:


                                       14


       (i) to obtain true and full information regarding the status of the
   business and financial condition of the Partnership;

       (ii) promptly after becoming available, to obtain a copy of the
   Partnership's federal, state and local tax returns for each year, provided,
   however, that only the requesting Limited Partner's Schedule K-1 will be
   included therewith;

       (iii) to have furnished to such Limited Partner, upon notification to
   the Partnership, a current list of the name and last known business,
   residence or mailing address of each Partner;

       (iv) to have furnished to such Limited Partner, upon notification to the
   Partnership, a copy of this Agreement and the Certificate of Limited
   Partnership and all amendments thereto, together with a copy of the
   executed copies of all powers of attorney pursuant to which this Agreement,
   the Certificate of Limited Partnership and all amendments thereto have been
   executed;

       (v) to obtain true and full information regarding the amount of cash and
   a description and statement of the Net Agreed Value of any other Capital
   Contribution by each Partner and which each Partner has agreed to
   contribute in the future, and the date on which each became a Partner; and

       (vi) to obtain such other information regarding the affairs of the
   Partnership as is just and reasonable.

     (b) The Board of Supervisors may keep confidential from the Limited
Partners and Assignees, for such period of time as the Board of Supervisors
deems reasonable, (i) any information that the Board of Supervisors reasonably
believes to be in the nature of trade secrets or (ii) other information the
disclosure of which the Board of Supervisors in good faith believes (A) is not
in the best interests of the Partnership Group, (B) could damage the
Partnership Group or (C) that any Group Member is required by law or by
agreements with third parties to keep confidential (other than agreements with
Affiliates, the primary purpose of which is to circumvent the obligations set
forth in this Section 3.4).


                                   ARTICLE IV
        CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
                      REDEMPTION OF PARTNERSHIP INTERESTS


4.1 CERTIFICATES.

     Upon the Partnership's issuance of Common Units to any Person, the
Partnership shall issue one or more Certificates in the name of such Person
evidencing the number of such Common Units being so issued. Certificates shall
be executed on behalf of the Partnership by the Chief Executive Officer,
President or any Vice President and the Secretary or any Assistant Secretary of
the Partnership. No Common Unit Certificate shall be valid for any purpose
until it has been countersigned by the Transfer Agent; provided, however, that
if the Board of Supervisors elects to issue Common Units in global form, the
Common Unit Certificates shall be valid upon receipt of a certificate from the
Transfer Agent certifying that the Common Units have been duly registered in
accordance with the directions of the Partnership. Any or all the signatures on
the Certificate may be a facsimile. In case any Officer or Transfer Agent who
has signed or whose facsimile signature has been placed upon a Certificate
shall have ceased to be such Officer or Transfer Agent before such Certificate
is issued, it may be issued by the Partnership with the same effect as if such
person were such Officer or Transfer Agent at the date of issue.


4.2 MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES.

     (a) If any mutilated Certificate is surrendered to the Transfer Agent, the
appropriate Officers of the Partnership shall execute, and the Transfer Agent
shall countersign and deliver in exchange therefor, a new Certificate
evidencing the same number of Units as the Certificate so surrendered.

     (b) The appropriate Officers of the Partnership shall execute, and the
Transfer Agent shall countersign and deliver (or, in the case of Common Units
issued in global form, register in accordance with the rules and regulations of
the Depositary), a new Certificate in place of any Certificate previously
issued if the Record Holder of the Certificate:


                                       15


       (i) makes proof by affidavit, in form and substance satisfactory to the
   Partnership, that a previously issued Certificate has been lost, destroyed
   or stolen;

       (ii) requests the issuance of a new Certificate before the Partner has
   notice that the Certificate has been acquired by a purchaser for value in
   good faith and without notice of an adverse claim;

       (iii) if requested by the Partnership, delivers to the Partnership a
   bond, in form and substance satisfactory to the Partnership, with surety or
   sureties and with fixed or open penalty as the Partnership may reasonably
   direct, in its sole discretion, to indemnify the Partnership, the Partners,
   the Board of Supervisors, the Partnership's officers, employees, agents and
   other representatives and the Transfer Agent against any claim that may be
   made on account of the alleged loss, destruction or theft of the
   Certificate; and

       (iv) satisfies any other reasonable requirements imposed by the
Partnership.

If a Limited Partner or Assignee fails to notify the Partnership within a
reasonable time after such Person has notice of the loss, destruction or theft
of a Certificate, and a transfer of the Limited Partner Interests represented
by the lost, destroyed or stolen Certificate is registered before the
Partnership, the Board of Supervisors or the Transfer Agent receives such
notification, the Limited Partner or Assignee shall be precluded from making
any claim against the Partnership, the Board of Supervisors and the Transfer
Agent for such transfer or for a new Certificate.

     (c) As a condition to the issuance of any new Certificate under this
Section 4.2, the Partnership may require the payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the Transfer
Agent) reasonably connected therewith.


4.3 RECORD HOLDERS.

     The Partnership shall be entitled to recognize the Record Holder as the
Partner or Assignee with respect to any Partnership Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in
such Partnership Interest on the part of any other Person, regardless of
whether the Partnership shall have actual or other notice thereof, except as
otherwise provided by law or any applicable rule, regulation, guideline or
requirement of any National Securities Exchange on which the Units are listed
for trading. Without limiting the foregoing, when a Person (such as a broker,
dealer, bank, trust company or clearing corporation or an agent of any of the
foregoing) is acting as nominee, agent or in some other representative capacity
for another Person in acquiring and/or holding Units, as between the
Partnership on the one hand, and such other Persons on the other, such
representative Person (a) shall be the Limited Partner or Assignee (as the case
may be) of record and beneficially, (b) must execute and deliver a Transfer
Application and (c) shall be bound by this Agreement and shall have the rights
and obligations of a Limited Partner or Assignee (as the case may be) hereunder
and as provided for herein.


4.4 TRANSFER GENERALLY.

     (a) The term `transfer,' when used in this Agreement with respect to a
Partnership Interest, shall be deemed to refer to a transaction by which the
General Partner assigns its General Partner Interest to another Person or by
which the holder of a Limited Partner Interest assigns such Limited Partner
Interest to another Person who is or becomes a Limited Partner or an Assignee,
and includes a sale, assignment, gift, pledge, encumbrance, hypothecation,
mortgage, exchange or any other disposition by law or otherwise, in whole or in
part.

     (b) No Partnership Interest shall be transferred, in whole or in part,
except in accordance with the terms and conditions set forth in this Article
IV. Any transfer or purported transfer of a Partnership Interest not made in
accordance with this Article IV shall be null and void.

     (c) Nothing contained in this Agreement shall be construed to prevent a
disposition by any securityholder of the General Partner of any or all of the
issued and outstanding equity interests in the General Partner.


                                       16


     (d) Nothing contained in this Agreement shall preclude the settlement of
any transactions involving Partnership Interests entered into through the
facilities of any National Securities Exchange on which such Partnership
Interests are listed for trading.


4.5 REGISTRATION AND TRANSFER OF UNITS.

     (a) The Partnership shall keep or cause to be kept on behalf of the
Partnership a register in which, subject to such reasonable regulations as it
may prescribe and subject to the provisions of Section 4.5(b), the Partnership
will provide for the registration and transfer of Units. The Transfer Agent is
hereby appointed registrar and transfer agent for the purpose of registering
Common Units and transfers of such Common Units as herein provided. The
Partnership shall not recognize transfers of Certificates representing Units
unless such transfers are effected in the manner described in this Section 4.5.
Upon surrender for registration of transfer of any Units evidenced by a
Certificate, and subject to the provisions of Section 4.5(b), the appropriate
officers on behalf of the Partnership shall execute, and in the case of Common
Units, the Transfer Agent shall countersign and deliver (or, in the case of
Common Units issued in global form, register in accordance with the rules and
regulations of the Depositary), in the name of the holder or the designated
transferee or transferees, as required pursuant to the holder's instructions,
one or more new Certificates evidencing the same aggregate number of Units as
was evidenced by the Certificate so surrendered.

     (b) Except as otherwise provided in Section 4.10, the Partnership shall
not recognize any transfer of Units until the Certificates evidencing such
Units are surrendered for registration of transfer and such Certificates are
accompanied by a Transfer Application duly executed by the transferee (or the
transferee's attorney-in-fact duly authorized in writing). No charge shall be
imposed by the Partnership for such transfer; provided, that as a condition to
the issuance of any new Certificate under this Section 4.5, the Partnership may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed with respect thereto.

     (c) Units may be transferred only in the manner described in this Section
4.5. The transfer of any Units and the admission of any new Partner shall not
constitute an amendment to this Agreement.

     (d) Until admitted as a Substituted Limited Partner pursuant to Section
10.2, the Record Holder of a Common Unit shall be an Assignee in respect of
such Common Unit. Limited Partners may include custodians, nominees, or any
other individual or entity in its own or any representative capacity.

     (e) A transferee of a Common Unit who has completed and delivered a
Transfer Application shall be deemed to have (i) requested admission as a
Substituted Limited Partner, (ii) agreed to comply with and be bound by and to
have executed this Agreement, (iii) represented and warranted that such
transferee has the right, power and authority and, if an individual, the
capacity to enter into this Agreement, (iv) granted the powers of attorney set
forth in this Agreement and (v) given the consents and approvals and made the
waivers contained in this Agreement.


4.6 TRANSFER OF A GENERAL PARTNER'S PARTNERSHIP INTEREST.

     (a) Any transfer by the General Partner of any portion of its General
Partner Interest shall be subject to the prior approval of the Board of
Supervisors. Notwithstanding anything herein to the contrary, no transfer by
the General Partner of all or any part of its General Partner Interest to
another Person shall be permitted unless (i) the transferee agrees to assume
the rights and duties of the General Partner under this Agreement and the
Operating Partnership Agreement and to be bound by the provisions of this
Agreement and the Operating Partnership Agreement, (ii) the Partnership
receives an Opinion of Counsel that such transfer would not result in the loss
of limited liability of any Limited Partner or of any limited partner of the
Operating Partnership or cause the Partnership or the Operating Partnership to
be treated as an association taxable as a corporation or otherwise to be taxed
as an entity for federal income tax purposes (to the extent not already so
treated or taxed) and (iii) such transferee also agrees to purchase all (or the
appropriate portion thereof, if applicable) of the partnership interest of the
General Partner as the general partner of each other Group Member. In the case
of a transfer pursuant to and in compliance with this Section 4.6, the
transferee or successor (as the case may be) shall, subject to


                                       17


compliance with the terms of Section 10.3, be admitted to the Partnership as a
General Partner simultaneously with the transfer of the General Partner
Interest, and is hereby authorized to and shall continue the business of the
Partnership without dissolution.

     (b) At any time after the distribution contemplated by the Distribution,
Release and Lock-up Agreement referred to in the Exchange Agreement, and for
any reason, the Board of Supervisors, on such terms and conditions that the
Board of Supervisors shall determine, upon at least ten (10) Business Days'
written notice to the General Partner, may (i) require the General Partner to
transfer its General Partner Interest in the Partnership or its Common Units
(which it holds as a Limited Partner); (ii) require any or all of the members
of the General Partner to transfer their limited liability company interests in
the General Partner, in each case to a designee of the Board of Supervisors,
who may be admitted as a substitute member of the General Partner by the Board
of Supervisors in accordance with the provisions of the First Amended and
Restated Operating Agreement of the General Partner, dated as of the date
hereof (the "Restated GP Agreement"); and (iii) admit a new member of the
General Partner in accordance with the provisions of the Restated GP Agreement,
if at any time the sole member of the General Partner ceases to be a member of
the General Partner. The consideration for the transfer of the General Partner
Interest shall be $10. The consideration for the transfer of Common Units by
the General Partner shall be the Current Market Price, determined as of the
Trading Day immediately preceding the date such Units are transferred. The
consideration for the transfer of limited liability company interests by the
members of the General Partner shall be the product of (x) their percentage
interest in the General Partner and (y) the aggregate Current Market Price of
all Common Units then owned by the General Partner. If such transfer, however,
is pursuant to or in connection with a Merger Agreement or other transaction to
which the Partnership is a party, the consideration for the Common Units owned
by the General Partner shall be the consideration being paid on account of the
Common Units in connection with the Merger Agreement or such other transaction,
and shall be paid in the form of consideration being paid in such Merger or
other transaction. As of the date of this Agreement, the sole member of the
General Partner is the Chief Executive Officer of the Partnership. If at any
time, such member shall cease to be the Chief Executive Officer of the
Partnership, he shall have the right, by written notice, to require the Board
of Supervisors to designate a transferee for his limited liability company
interests in the General Partner within thirty (30) days of receiving such
notice for the consideration and otherwise in accordance with the provisions of
this Section 4.6(b). If the Board of Supervisors admits a new member of the
General Partner in accordance with the provisions of the Restated GP Agreement,
the interest of the existing member shall be purchased in accordance with the
provisions of this Section 4.6(b).

4.7 [DELETED]

4.8 [DELETED]

4.9 RESTRICTIONS ON TRANSFERS.

     (a) Notwithstanding the other provisions of this Article IV, no transfer
of any Partnership Interest shall be made if such transfer would (i) violate
the then applicable federal or state securities laws or rules and regulations
of the Commission, any state securities commission or any other governmental
authorities with jurisdiction over such transfer, (ii) terminate the existence
or qualification of the Partnership or the Operating Partnership under the laws
of the jurisdiction of its formation, or (iii) cause the Partnership or the
Operating Partnership to be treated as an association taxable as a corporation
or otherwise to be taxed as an entity for federal income tax purposes (to the
extent not already so treated or taxed).

     (b) The Board of Supervisors may impose restrictions on the transfer of
Partnership Interests if a subsequent Opinion of Counsel determines that such
restrictions are necessary to avoid a significant risk of the Partnership or
the Operating Partnership becoming taxable as a corporation or otherwise to be
taxed as an entity for federal income tax purposes. The restrictions may be
imposed by making such amendments to this Agreement as the Board of Supervisors
may determine to be necessary or appropriate to impose such restrictions
without the consent of any Partner; provided, however, that any amendment that
the Board of Supervisors believes, in the exercise of its reasonable
discretion, could result in the delisting or suspension of trading of any class
of Units on any National Securities Exchange on which such class of Units is
then traded must be approved by the holders of at least a majority of the
Outstanding Units of such class.


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4.10 CITIZENSHIP CERTIFICATES; NON-CITIZEN ASSIGNEES.

     (a) If any Group Member is or becomes subject to any federal, state or
local law or regulation that, in the reasonable determination of the Board of
Supervisors, creates a substantial risk of cancellation or forfeiture of any
property in which the Group Member has an interest based on the nationality,
citizenship or other related status of a Limited Partner or Assignee, the Board
of Supervisors may request any Limited Partner or Assignee to furnish to the
Board of Supervisors, within 30 days after receipt of such request, an executed
Citizenship Certification or such other information concerning his nationality,
citizenship or other related status (or, if the Limited Partner or Assignee is
a nominee holding for the account of another Person, the nationality,
citizenship or other related status of such Person) as the Board of Supervisors
may request. If a Limited Partner or Assignee fails to furnish to the Board of
Supervisors within the aforementioned 30-day period such Citizenship
Certification or other requested information or if upon receipt of such
Citizenship Certification or other requested information the Board of
Supervisors determines, with the advice of counsel, that a Limited Partner or
Assignee is not an Eligible Citizen, the Partnership Interests owned by such
Limited Partner or Assignee shall be subject to redemption in accordance with
the provisions of Section 4.11. In addition, the General Partner may require
that the status of any such Limited Partner or Assignee be changed to that of a
Non-citizen Assignee and, thereupon, the General Partner shall be substituted
for such Non-citizen Assignee as the Limited Partner in respect of such
Non-citizen Assignee's Units.

     (b) The General Partner shall, in exercising voting rights in respect of
Units held by it on behalf of Non-citizen Assignees, distribute the votes in
the same ratios as the votes of Limited Partners in respect of Units other than
those of Non-citizen Assignees are cast, either for, against or abstaining as
to the matter being voted upon.

     (c) Upon dissolution of the Partnership, a Non-citizen Assignee shall have
no right to receive a distribution in kind pursuant to Section 12.4 but shall
be entitled to the cash equivalent thereof as determined in the sole discretion
of the Board of Supervisors, and the Partnership shall provide cash in exchange
for an assignment of the Non-citizen Assignee's share of the distribution in
kind. Such payment and assignment shall be treated for Partnership purposes as
a purchase by the Partnership from the Non-citizen Assignee of his Partnership
Interest (representing his right to receive his share of such distribution in
kind).

     (d) At any time after a Non-citizen Assignee can and does certify that it
has become an Eligible Citizen, a Non-citizen Assignee may, upon application to
the Board of Supervisors, request admission as a Substituted Limited Partner
with respect to any Units of such Non-citizen Assignee not redeemed pursuant to
Section 4.11, and upon admission pursuant to Section 10.2, the General Partner
shall cease to be deemed to be the Limited Partner in respect of the
Non-citizen Assignee's Units.


4.11 REDEMPTION OF PARTNERSHIP INTERESTS OF NON-CITIZEN ASSIGNEES.

     (a) If at any time a Limited Partner or Assignee fails to furnish a
Citizenship Certification or other information requested within the 30-day
period specified in Section 4.9(a), or if upon receipt of such Citizenship
Certification or other information the Board of Supervisors determines, with
the advice of counsel, that a Limited Partner or Assignee is not an Eligible
Citizen, the Partnership may, unless the Limited Partner or Assignee
establishes to the satisfaction of the Board of Supervisors that such Limited
Partner or Assignee is an Eligible Citizen or has transferred its Partnership
Interests to a Person who is an Eligible Citizen and who furnishes a
Citizenship Certification to the Board of Supervisors prior to the date fixed
for redemption as provided below, redeem the Partnership Interest of such
Limited Partner or Assignee as follows:

       (i) The Board of Supervisors shall, not later than the 30th day before
   the date fixed for redemption, give notice of redemption to the Limited
   Partner or Assignee, at its last address designated on the records of the
   Partnership or the Transfer Agent, by registered or certified mail, postage
   prepaid. The notice shall be deemed to have been given when so mailed. The
   notice shall specify the Redeemable Interests, the date fixed for
   redemption, the place of payment, that payment of the redemption price will
   be made upon surrender of the Certificate evidencing the Redeemable


                                       19


   Interests and that on and after the date fixed for redemption no further
   allocations or distributions to which the Limited Partner or Assignee would
   otherwise be entitled in respect of the Redeemable Interests will accrue or
   be made.

       (ii) The aggregate redemption price for Redeemable Interests shall be an
   amount equal to the Current Market Price (the date of determination of
   which shall be the date fixed for redemption) of Partnership Interests of
   the class to be so redeemed multiplied by the number of Partnership
   Interests of each such class included among the Redeemable Interests. The
   redemption price shall be paid, in the discretion of the Board of
   Supervisors, in cash or by delivery of a promissory note of the Partnership
   in the principal amount of the redemption price, bearing interest at the
   rate of 10% annually and payable in three equal annual installments of
   principal together with accrued interest, commencing one year after the
   redemption date.

       (iii) Upon surrender by or on behalf of the Limited Partner or Assignee,
   at the place specified in the notice of redemption, of the Certificate
   evidencing the Redeemable Interests, duly endorsed in blank or accompanied
   by an assignment duly executed in blank, the Limited Partner or Assignee or
   his duly authorized representative shall be entitled to receive the payment
   therefor.

       (iv) After the redemption date, Redeemable Interests shall no longer
   constitute issued and Outstanding Partnership Interests.

     (b) The provisions of this Section 4.11 shall also be applicable to
Partnership Interests held by a Limited Partner or Assignee as nominee of a
Person determined to be other than an Eligible Citizen.

     (c) Nothing in this Section 4.11 shall prevent the recipient of a notice
of redemption from transferring such Person's Partnership Interests before the
redemption date if such transfer is otherwise permitted under this Agreement.
Upon receipt of notice of such a transfer, the Board of Supervisors shall
withdraw the notice of redemption, provided the transferee of such Partnership
Interests certifies in the Transfer Application that he is an Eligible Citizen.
If the transferee fails to make such certification, such redemption shall be
effected from the transferee on the original redemption date.


                                   ARTICLE V
          CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS


5.1 [DELETED.]


5.2 [DELETED.]


5.3 OUTSTANDING GENERAL PARTNER UNIT; OWNERSHIP OF COMMON UNITS.

     (a) As of the date hereof, the General Partner owns 1 General Partner Unit
representing 100% of the General Partner Interest held by the General Partner,
and after giving effect to the distribution of the Common Units received
pursuant to the Exchange Agreement, 784 Common Units in its capacity as a
limited partner of the Partnership. The General Partner agrees that without the
consent of the Board of Supervisors, the General Partner shall not sell or
otherwise transfer its General Partner Unit or any of such Common Units, nor
purchase additional Common Units.

     (b) Except as provided in Section 12.8, the General Partner shall not be
required nor permitted to make any additional Capital Contributions to the
Partnership in its capacity as a general partner of the Partnership.


5.4 INTEREST AND WITHDRAWAL.

     No interest shall be paid by the Partnership on Capital Contributions. No
Partner or Assignee shall be entitled to the withdrawal or return of its
Capital Contribution, except to the extent, if any, that distributions made
pursuant to this Agreement or in connection with the winding up of the
Partnership may be considered by applicable law to be withdrawals or returns of
Capital Contributions and then only to the extent provided for in this
Agreement. Except to the extent expressly provided in this Agreement,


                                       20


no Partner or Assignee shall have priority over any other Partner or Assignee
either as to the return of Capital Contributions or as to profits, losses or
distributions. Any such return shall be a compromise to which all Partners and
Assignees agree within the meaning of 17-502(b) of the Delaware Act.


5.5 CAPITAL ACCOUNTS.

     (a) The Partnership shall maintain for each Partner (or a beneficial owner
of Partnership Interests held by a nominee in any case in which the nominee has
furnished the identity of such owner to the Partnership in accordance with
Section 6031(c) of the Code or any other method acceptable to the Board of
Supervisors in its sole discretion) owning a Partnership Interest a separate
Capital Account with respect to such Partnership Interest in accordance with
the rules of Treasury Regulation Section 1.704-1(b)(2)(iv). Such Capital
Account shall be increased by (i) the amount of all Capital Contributions made
to the Partnership with respect to such Partnership Interest pursuant to this
Agreement (or any previous partnership agreement of the Partnership) and (ii)
all items of Partnership income and gain (including, without limitation, income
and gain exempt from tax) computed in accordance with Section 5.5(b) and
allocated with respect to such Partnership Interest pursuant to Section 6.1,
and decreased by (x) the amount of cash or the Net Agreed Value of all actual
and deemed distributions of cash or property made with respect to such
Partnership Interest pursuant to this Agreement (or any previous partnership
agreement of the Partnership) and (y) all items of Partnership deduction and
loss computed in accordance with Section 5.5(b) and allocated with respect to
such Partnership Interest pursuant to Section 6.1.

     (b) For purposes of computing the amount of any item of income, gain, loss
or deduction which is to be allocated pursuant to Article VI and is to be
reflected in the Partners' Capital Accounts, the determination, recognition and
classification of any such item shall be the same as its determination,
recognition and classification for federal income tax purposes (including,
without limitation, any method of depreciation, cost recovery or amortization
used for that purpose), provided, that:

       (i) Solely for purposes of this Section 5.5, the Partnership shall be
   treated as owning directly its proportionate share (as determined by the
   Board of Supervisors based upon the provisions of the Operating Partnership
   Agreement) of all property owned by the Operating Partnership or any other
   Subsidiary that is classified as a partnership for federal income tax
   purposes.

       (ii) All fees and other expenses incurred by the Partnership to promote
   the sale of (or to sell) a Partnership Interest that can neither be
   deducted nor amortized under Section 709 of the Code, if any, shall, for
   purposes of Capital Account maintenance, be treated as an item of deduction
   at the time such fees and other expenses are incurred and shall be
   allocated among the Partners pursuant to Section 6.1.

       (iii) Except as otherwise provided in Treasury Regulation Section
   1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss
   and deduction shall be made without regard to any election under Section
   754 of the Code which may be made by the Partnership and, as to those items
   described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without
   regard to the fact that such items are not includable in gross income or
   are neither currently deductible nor capitalized for federal income tax
   purposes. To the extent an adjustment to the adjusted tax basis of any
   Partnership asset pursuant to Section 734(b) or 743(b) of the Code is
   required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) to
   be taken into account in determining Capital Accounts, the amount of such
   adjustment in the Capital Accounts shall be treated as an item of gain or
   loss.

       (iv) Any income, gain or loss attributable to the taxable disposition of
   any Partnership property shall be determined as if the adjusted basis of
   such property as of such date of disposition were equal in amount to the
   Partnership's Carrying Value with respect to such property as of such date.


       (v) In accordance with the requirements of Section 704(b) of the Code,
   any deductions for depreciation, cost recovery or amortization attributable
   to any Contributed Property shall be determined as if the adjusted basis of
   such property on the date it was acquired by the Partnership were equal to
   the Agreed Value of such property. Upon an adjustment pursuant to Section
   5.5(d) to the Carrying Value of any Partnership property subject to
   depreciation, cost recovery or amortization, any further deductions for
   such depreciation, cost recovery or amortization attributable to such


                                       21


   property shall be determined (A) as if the adjusted basis of such property
   were equal to the Carrying Value of such property immediately following
   such adjustment and (B) using a rate of depreciation, cost recovery or
   amortization derived from the same method and useful life (or, if
   applicable, the remaining useful life) as is applied for federal income tax
   purposes; provided, however, that, if the asset has a zero adjusted basis
   for federal income tax purposes, depreciation, cost recovery or
   amortization deductions shall be determined using any reasonable method
   that the Board of Supervisors may adopt.

       (vi) If the Partnership's adjusted basis in a depreciable or cost
   recovery property is reduced for federal income tax purposes pursuant to
   Section 48(q)(1) or 48(q)(3) of the Code, the amount of such reduction
   shall, solely for purposes hereof, be deemed to be an additional
   depreciation or cost recovery deduction in the year such property is placed
   in service and shall be allocated among the Partners pursuant to Section
   6.1. Any restoration of such basis pursuant to Section 48(q)(2) of the Code
   shall, to the extent possible, be allocated in the same manner to the
   Partners to whom such deemed deduction was allocated.

     (c) A transferee of a Partnership Interest shall succeed to a pro rata
portion of the Capital Account of the transferor relating to the Partnership
Interest so transferred.

     (d) (i) In accordance with Treasury Regulation Section
1.704-1(b)(2)(iv)(f), on an issuance of additional Units for cash or
Contributed Property, the Capital Account of all Partners and the Carrying
Value of each Partnership property immediately prior to such issuance shall be
adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized Gain or
Unrealized Loss had been recognized on an actual sale of each such property
immediately prior to such issuance and had been allocated to the Partners at
such time pursuant to Section 6.1. In determining such Unrealized Gain or
Unrealized Loss, the aggregate cash amount and fair market value of all
Partnership assets (including, without limitation, cash or cash equivalents)
immediately prior to the issuance of additional Units shall be determined by
the Board of Supervisors using such reasonable method of valuation as it may
adopt; provided, however, that the Board of Supervisors, in arriving at such
valuation, must take fully into account the fair market value of the
Partnership Interests of all Partners at such time. The Board of Supervisors
shall allocate such aggregate value among the assets of the Partnership (in
such manner as it determines in its discretion to be reasonable) to arrive at a
fair market value for individual properties.

     (ii) In accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(f),
immediately prior to any actual or deemed distribution to a Partner of any
Partnership property (other than a distribution of cash that is not in
redemption or retirement of a Partnership Interest), the Capital Accounts of
all Partners and the Carrying Value of all Partnership property shall be
adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss
attributable to such Partnership property, as if such Unrealized Gain or
Unrealized Loss had been recognized in a sale of such property immediately
prior to such distribution for an amount equal to its fair market value, and
had been allocated to the Partners, at such time, pursuant to Section 6.1. In
determining such Unrealized Gain or Unrealized Loss the aggregate cash amount
and fair market value of all Partnership assets (including, without limitation,
cash or cash equivalents) immediately prior to a distribution shall (A) in the
case of an actual distribution which is not made pursuant to Section 12.4, be
determined and allocated in the same manner as that provided in Section
5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section
12.4, be determined and allocated by the Liquidator using such reasonable
method of valuation as it may adopt.

5.6 ISSUANCES OF ADDITIONAL PARTNERSHIP SECURITIES.

     (a) The Partnership may issue additional Partnership Securities for any
Partnership purpose at any time and from time to time to such Persons for such
consideration and on such terms and conditions as shall be established by the
Board of Supervisors in its sole discretion, all without the approval of any
Limited Partners.

     (b) Each additional Partnership Security authorized to be issued by the
Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or
one or more series of any such classes, with such designations, preferences,
rights, powers and duties (which may be senior to existing classes and series
of


                                       22


Partnership Securities), as shall be fixed by the Board of Supervisors in the
exercise of its sole discretion, including (i) the right to share Partnership
profits and losses or items thereof; (ii) the right to share in Partnership
distributions; (iii) the rights upon dissolution and liquidation of the
Partnership; (iv) whether, and the terms and conditions upon which, the
Partnership may redeem the Partnership Security; (v) whether such Partnership
Security is issued with the privilege of conversion and, if so, the terms and
conditions of such conversion; (vi) the terms and conditions upon which each
Partnership Security will be issued, evidenced by certificates and assigned or
transferred; and (vii) the right, if any, of the holders of each such
Partnership Security to vote on Partnership matters, including matters relating
to the relative rights, preferences and privileges of such Partnership
Security.

     (c) The Board of Supervisors is hereby authorized and directed to take all
actions that it deems necessary or appropriate in connection with each issuance
of Partnership Securities pursuant to this Section 5.6 and to amend this
Agreement in any manner that it deems necessary or appropriate to provide for
each such issuance, to admit Additional Limited Partners in connection
therewith and to specify the relative rights, powers and duties of the holders
of the Units or other Partnership Securities being so issued. The Board of
Supervisors shall do all things necessary to comply with the Delaware Act and
is authorized and directed to do all things it deems to be necessary or
advisable in connection with any future issuance of Partnership Securities,
including compliance with any statute, rule, regulation or guideline of any
federal, state or other governmental agency or any National Securities Exchange
on which the Units or other Partnership Securities are listed for trading.

     (d) No fractional Units shall be issued by the Partnership.


5.7 [DELETED.]


5.8 [DELETED.]


5.9 NO PREEMPTIVE RIGHTS.

     No Person shall have any preemptive, preferential or other similar right
with respect to the issuance of any Partnership Security, whether unissued,
held in treasury by the Partnership or hereafter created.


5.10 SPLITS AND COMBINATIONS.

     (a) Subject to Section 5.10(d), the Partnership may make a Pro Rata
distribution of Partnership Securities to all Record Holders of Common Units or
may effect a subdivision or combination of Partnership Securities so long as,
after any such event, each Limited Partner shall have the same Percentage
Interest in the Partnership as before such event, and any amounts calculated on
a per Unit basis or stated as a number of Units are proportionately adjusted
retroactive to the beginning of the Partnership.

     (b) Whenever such a distribution, subdivision or combination of
Partnership Securities is declared, the Board of Supervisors shall select a
Record Date as of which the distribution, subdivision or combination shall be
effective and shall send notice thereof at least 20 days prior to such Record
Date to each Record Holder as of the date not less than 10 days prior to the
date of such notice. The Board of Supervisors also may cause a firm of
independent public accountants selected by it to calculate the number of
Partnership Securities to be held by each Record Holder after giving effect to
such distribution, subdivision or combination. The Board of Supervisors shall
be entitled to rely on any certificate provided by such firm as conclusive
evidence of the accuracy of such calculation.

     (c) Promptly following any such distribution, subdivision or combination,
the Partnership may issue Certificates to the Record Holders of Partnership
Securities as of the applicable Record Date representing the new number of
Partnership Securities held by such Record Holders, or the Board of Supervisors
may adopt such other procedures as it may deem appropriate to reflect such
changes. If any such combination results in a smaller total number of
Partnership Securities Outstanding, the Partnership shall require, as a
condition to the delivery to a Record Holder of such new Certificate, the
surrender of any Certificate held by such Record Holder immediately prior to
such Record Date.


                                       23


     (d) The Partnership shall not issue fractional Units upon any
distribution, subdivision or combination of Units. If a distribution,
subdivision or combination of Units would result in the issuance of fractional
Units but for the provisions of Section 5.6(d) and this Section 5.10(d), each
fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit
shall be rounded to the next higher Unit).


5.11 FULLY PAID AND NON-ASSESSABLE NATURE OF LIMITED PARTNER INTERESTS.

     All Limited Partner Interests issued pursuant to, and in accordance with
the requirements of, this Article V shall be fully paid and non-assessable
Limited Partner Interests, except as such non-assessability may be affected by
Section 17-607 of the Delaware Act.


5.12 LOANS FROM PARTNERS.

     Loans by a Partner to the Partnership shall not constitute Capital
Contributions. If any Partner shall advance funds to the Partnership in excess
of the amounts required hereunder to be contributed by it to the capital of the
Partnership, the making of such excess advances shall not result in any
increase in the amount of the Capital Account of such Partner. The amount of
any such excess advances shall be a debt obligation of the Partnership to such
Partner and shall be payable or collectible only out of the Partnership assets
in accordance with the terms and conditions upon which such advances are made.


                                   ARTICLE VI
                         ALLOCATIONS AND DISTRIBUTIONS


6.1 ALLOCATIONS FOR CAPITAL ACCOUNT PURPOSES.

     (a) General. In maintaining the Capital Accounts that determine the rights
of the Partners among themselves, the Partnership's items of income, gain, loss
and deduction (computed in accordance with Section 5.5(b)), shall be allocated
among the Partners Pro Rata, except as otherwise provided below.

     (b) [Deleted.]

     (c) Limitation on Losses. Any deduction otherwise allocable to a Common
Unitholder that would create or add to a deficit in his loss or Adjusted
Capital Account shall instead be allocated to the General Partner. Thereafter,
any income that would otherwise be allocable to such Common Unitholder shall be
allocated to the General Partner, until the aggregate amount so allocated under
this sentence equals the aggregate amount of losses and deductions previously
allocated to the General Partner under the preceding sentence.

     (d) [Deleted]

     (e) Special Allocations. Notwithstanding any other provision of this
Section 6.1, the following special allocations shall be made for such taxable
period:

       (i) Partnership Minimum Gain Chargeback. Notwithstanding any other
   provision of this Section 6.1, if there is a net decrease in Partnership
   Minimum Gain during any Partnership taxable period, each Partner shall be
   allocated items of Partnership income and gain for such period (and, if
   necessary, subsequent periods) in the manner and amounts provided in
   Treasury Regulation Sections 1.704-2(f)(6), 1.704-2(g)(2) and
   1.704-2(j)(2)(i), or any successor provision. For purposes of this Section
   6.1(e), each Partner's Adjusted Capital Account balance shall be
   determined, and the allocation of income or gain required hereunder shall
   be effected, prior to the application of any other allocations pursuant to
   this Section 6.1(e) with respect to such taxable period (other than an
   allocation pursuant to Sections 6.1(e)(vi) and 6.1(e)(vii)). This Section
   6.1(e)(i) is intended to comply with the Partnership Minimum Gain
   chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall
   be interpreted consistently therewith.

       (ii) Chargeback of Partner Nonrecourse Debt Minimum Gain.
   Notwithstanding the other provisions of this Section 6.1 (other than
   Section 6.1(e)(i)), except as provided in Treasury Regulation Section
   1.704-2(i)(4), if there is a net decrease in Partner Nonrecourse Debt
   Minimum


                                       24


   Gain during any Partnership taxable period, any Partner with a share of
   Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable
   period shall be allocated items of Partnership income and gain for such
   period (and, if necessary, subsequent periods) in the manner and amounts
   provided in Treasury Regulation Sections 1.704-2(i)(4) and
   1.704-2(j)(2)(ii), or any successor provisions. For purposes of this
   Section 6.1(e), each Partner's Adjusted Capital Account balance shall be
   determined, and the allocation of income or gain required hereunder shall
   be effected, prior to the application of any other allocations pursuant to
   this Section 6.1(e), other than Section 6.1(e)(i) and other than an
   allocation pursuant to Sections 6.1(e)(vi) and 6.1(e)(vii), with respect to
   such taxable period. This Section 6.1(e)(ii) is intended to comply with the
   chargeback of items of income and gain requirement in Treasury Regulation
   Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

       (iii) [Deleted.]

       (iv) Qualified Income Offset. In the event any Partner unexpectedly
   receives any adjustments, allocations or distributions described in
   Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
   1.704-1(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6), items of Partnership
   income and gain shall be specially allocated to such Partner in an amount
   and manner sufficient to eliminate, to the extent required by the Treasury
   Regulations promulgated under Section 704(b) of the Code, the deficit
   balance, if any, in its Adjusted Capital Account created by such
   adjustments, allocations or distributions as quickly as possible unless
   such deficit balance is otherwise eliminated pursuant to Section 6.1(e)(i)
   or (ii).

       (v) Gross Income Allocations. In the event any Partner has a deficit
   balance in its Capital Account at the end of any Partnership taxable period
   in excess of the sum of (A) the amount such Partner is required to restore
   pursuant to the provisions of this Agreement and (B) the amount such
   Partner is deemed obligated to restore pursuant to Treasury Regulation
   Sections 1.704-2(g) and 1.704-2(i)(5), such Partner shall be specially
   allocated items of Partnership gross income and gain in the amount of such
   excess as quickly as possible; provided, that an allocation pursuant to
   this Section 6.1(e)(v) shall be made only if and to the extent that such
   Partner would have a deficit balance in its Capital Account as adjusted
   after all other allocations provided for in this Section 6.1 have been
   tentatively made as if this Section 6.1(e)(v) were not in this Agreement.

       (vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable
   period shall be allocated to the Partners Pro Rata. If the Board of
   Supervisors determines in its good faith discretion that the Partnership's
   Nonrecourse Deductions must be allocated in a different ratio to satisfy
   the safe harbor requirements of the Treasury Regulations promulgated under
   Section 704(b) of the Code, the Board of Supervisors is authorized, upon
   notice to the Limited Partners, to revise the prescribed ratio to the
   numerically closest ratio that does satisfy such requirements.

       (vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for
   any taxable period shall be allocated 100% to the Partner that bears the
   Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which
   such Partner Nonrecourse Deductions are attributable in accordance with
   Treasury Regulation Section 1.704-2(i). If more than one Partner bears the
   Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such
   Partner Nonrecourse Deductions attributable thereto shall be allocated
   between or among such Partners in accordance with the ratios in which they
   share such Economic Risk of Loss.

       (viii) Nonrecourse Liabilities. For purposes of Treasury Regulation
   Section 1.752-3(a)(3), the Partners agree that Nonrecourse Liabilities of
   the Partnership in excess of the sum of (A) the amount of Partnership
   Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be
   allocated among the Partners Pro Rata.

       (ix) Code Section 754 Adjustments. To the extent an adjustment to the
   adjusted tax basis of any Partnership asset pursuant to Section 734(b) or
   743(c) of the Code is required, pursuant to Treasury Regulation Section
   1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital
   Accounts, the amount of such adjustment to the Capital Accounts shall be
   treated as an item of gain (if the adjustment increases the basis of the
   asset) or loss (if the adjustment decreases such basis), and such item of
   gain or loss shall be specially allocated to the Partners in a manner
   consistent with the manner in which their Capital Accounts are required to
   be adjusted pursuant to such Section of the Treasury Regulations.


                                       25


       (x) [Deleted.]

       (xi) Curative Allocation.

          (A) Notwithstanding any other provision of this Section 6.1, other
       than the Required Allocations, the Required Allocations shall be taken
       into account in making the Agreed Allocations so that, to the extent
       possible, the net amount of items of income, gain, loss and deduction
       allocated to each Partner pursuant to the Required Allocations and the
       Agreed Allocations, together, shall be equal to the net amount of such
       items that would have been allocated to each such Partner under the
       Agreed Allocations had the Required Allocations and the related Curative
       Allocation not otherwise been provided in this Section 6.1.
       Notwithstanding the preceding sentence, Required Allocations relating to
       (1) Nonrecourse Deductions shall not be taken into account except to the
       extent that there has been a decrease in Partnership Minimum Gain and
       (2) Partner Nonrecourse Deductions shall not be taken into account
       except to the extent that there has been a decrease in Partner
       Nonrecourse Debt Minimum Gain. Allocations pursuant to this Section
       6.1(e)(xi)(A) shall only be made with respect to Required Allocations to
       the extent the General Partner reasonably determines that such
       allocations will otherwise be inconsistent with the economic agreement
       among the Partners. Further, allocations pursuant to this Section
       6.1(e)(xi)(A) shall be deferred with respect to allocations pursuant to
       clauses (1) and (2) hereof to the extent the Board of Supervisors
       reasonably determines that such allocations are likely to be offset by
       subsequent Required Allocations.

          (B) The Board of Supervisors shall have reasonable discretion, with
       respect to each taxable period, to (1) apply the provisions of Section
       6.1(e)(xi)(A) in whatever order is most likely to minimize the economic
       distortions that might otherwise result from the Required Allocations,
       and (2) divide all allocations pursuant to Section 6.1(e)(xi)(A) among
       the Partners in a manner that is likely to minimize such economic
       distortions.

       (xii) [Deleted].

       (xiii) [Deleted.]

       (xiv) [Deleted.]

6.2 ALLOCATIONS FOR TAX PURPOSES.

     (a) General. Except as otherwise provided herein, for federal income tax
purposes, each item of income, gain, loss and deduction shall be allocated
among the Limited Partners in the same manner as its correlative item of `book'
income, gain, loss or deduction is allocated pursuant to Section 6.1.

     (b) Contributed Property. In an attempt to eliminate Book-Tax Disparities
attributable to a Contributed Property or Adjusted Property, items of income,
gain, loss, depreciation, amortization and cost recovery deductions shall be
allocated for federal income tax purposes among the Partners as follows:

       (i)(A) In the case of a Contributed Property, such items attributable
   thereto shall be allocated among the Partners in the manner provided under
   Section 704(c) of the Code that takes into account the variation between
   the Agreed Value of such property and its adjusted basis at the time of
   contribution; and (B) any item of Residual Gain or Residual Loss
   attributable to a Contributed Property shall be allocated among the
   Partners in the same manner as its correlative item of `book' gain or loss
   is allocated pursuant to Section 6.1.

       (ii)(A) In the case of an Adjusted Property, such items shall (1) first,
   be allocated among the Partners in a manner consistent with the principles
   of Section 704(c) of the Code to take into account the Unrealized Gain or
   Unrealized Loss attributable to such property and the allocations thereof
   pursuant to Section 5.5(d)(i) or (ii), and (2) second, in the event such
   property was originally a Contributed Property, be allocated among the
   Partners in a manner consistent with Section 6.2(b)(i)(A); and (B) any item
   of Residual Gain or Residual Loss attributable to an Adjusted Property
   shall be allocated among the Partners in the same manner as its correlative
   item of `book' gain or loss is allocated pursuant to Section 6.1.

       (iii) The Board of Supervisors shall apply the principles of Treasury
   Regulation Section 1.704-3(d) to eliminate Book-Tax Disparities.


                                       26


     (c) Discretionary Allocation Authority. For the proper administration of
the Partnership and for the preservation of uniformity of the Units (or any
class or classes thereof), the Board of Supervisors shall have sole discretion
to (i) adopt such conventions as it deems appropriate in determining the amount
of depreciation, amortization and cost recovery deductions; (ii) make special
allocations for federal income tax purposes of income (including, without
limitation, gross income) or deductions; and (iii) amend the provisions of this
Agreement as appropriate (x) to reflect the proposal or promulgation of
Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y)
otherwise to preserve or achieve uniformity of the Units (or any class or
classes thereof). The Board of Supervisors may adopt such conventions, make
such allocations and make such amendments to this Agreement as provided in this
Section 6.2(c) only if such conventions, allocations or amendments would not
have a material adverse effect on the Partners, the holders of any class or
classes of Units issued and outstanding or the Partnership, and if such
allocations are consistent with the principles of Section 704 of the Code.


     (d) Discretionary Amortization Authority. The Board of Supervisors in its
discretion may determine to depreciate or amortize the portion of an adjustment
under Section 743(b) of the Code attributable to unrealized appreciation in any
Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a
predetermined rate derived from the depreciation or amortization method and
useful life applied to the Partnership's common basis of such property, despite
any inconsistency of such approach with Treasury Regulation Section
1.167(c)-1(a)(6). If the Board of Supervisors determines that such reporting
position cannot reasonably be taken, the Board of Supervisors may adopt
depreciation and amortization conventions under which all purchasers acquiring
Units in the same month would receive depreciation and amortization deductions,
based upon the same applicable rate as if they had purchased a direct interest
in the Partnership's property. If the Board of Supervisors chooses not to
utilize such aggregate method, the Board of Supervisors may use any other
reasonable depreciation and amortization conventions to preserve the uniformity
of the intrinsic tax characteristics of any Units that would not have a
material adverse effect on the Limited Partners or the Record Holders of any
class or classes of Units.


     (e) Recapture Income. Any gain allocated to the Partners upon the sale or
other taxable disposition of any Partnership asset shall, to the extent
possible, after taking into account other required allocations of gain pursuant
to this Section 6.2, be characterized as Recapture Income in the same
proportions and to the same extent as such Partners (or their predecessors in
interest) have been allocated any deductions directly or indirectly giving rise
to the treatment of such gains as Recapture Income.


     (f) Effect of Section 754 Election. All items of income, gain, loss,
deduction and credit recognized by the Partnership for federal income tax
purposes and allocated to the Partners in accordance with the provisions hereof
shall be determined without regard to any election under Section 754 of the
Code which may be made by the Partnership; provided, however, that such
allocations, once made, shall be adjusted as necessary or appropriate to take
into account those adjustments permitted or required by Sections 734 and 743 of
the Code.


     (g) Assignor/Assignee Proration. Each item of Partnership income, gain,
loss and deduction attributable to transferred Units shall, for federal income
tax purposes, be determined on an annual basis and prorated on a monthly basis
and shall be allocated to the Partners as of the opening of the New York Stock
Exchange on the first Business Day of each month; provided, that gain or loss
on a sale or other disposition of any assets of the Partnership other than in
the ordinary course of business shall be allocated to the Partners as of the
opening of the New York Stock Exchange on the first Business Day of the month
in which such gain or loss is recognized for federal income tax purposes. The
Board of Supervisors may revise, alter or otherwise modify such methods of
allocation as it determines necessary, to the extent permitted or required by
Section 706 of the Code and the regulations or rulings promulgated thereunder.


     (h) Nominee. Allocations that would otherwise be made to a Limited Partner
under the provisions of this Article VI shall instead be made to the beneficial
owner of Units held by a nominee in any case in which the nominee has furnished
the identity of such owner to the Partnership in accordance with Section
6031(c) of the Code or any other method acceptable to the Board of Supervisors
in its sole discretion.


                                       27


6.3 REQUIREMENT AND CHARACTERIZATION OF DISTRIBUTIONS; DISTRIBUTIONS TO RECORD
    HOLDERS.

     (a) Within 45 days following the end of each Quarter commencing with the
Quarter ending on June 29, 1996, an amount equal to 100% of Available Cash with
respect to such Quarter shall be distributed to the Common Unitholders Pro
Rata, except as otherwise required by Section 5.6(b) in respect of additional
Partnership Securities issued pursuant hereto, in accordance with this Article
VI, by the Partnership to the Partners as of the Record Date selected by the
Board of Supervisors in its reasonable discretion. All distributions required
to be made under this Agreement shall be made subject to Section 17-607 or
Section 17-804 of the Delaware Act.

     (b) In the event of the dissolution and liquidation of the Partnership,
all receipts received during or after the Quarter in which the Liquidation Date
occurs, except as otherwise provided in (a)(ii) of the definition of Available
Cash, shall be applied and distributed solely in accordance with, and subject
to the terms and conditions of, Section 12.4.

     (c) The Board of Supervisors shall have the discretion to treat taxes paid
by the Partnership on behalf of, or amounts withheld with respect to, all or
less than all of the Partners, as a distribution of Available Cash to such
Partners.

     (d) Each distribution in respect of a Partnership Interest shall be paid
by the Partnership, directly or through the Transfer Agent or through any other
Person or agent, only to the Record Holder of such Partnership Interest as of
the Record Date set for such distribution. Such payment shall constitute full
payment and satisfaction of the Partnership's liability in respect of such
payment, regardless of any claim of any Person who may have an interest in such
payment by reason of an assignment or otherwise.


                                  ARTICLE VII
                      MANAGEMENT AND OPERATION OF BUSINESS


7.1 MANAGEMENT.

     (a) Except as otherwise expressly provided in this Agreement, all
management powers over the business and affairs of the Partnership shall be
vested exclusively in the Board of Supervisors and, subject to the direction of
the Board of Supervisors and in accordance with the provisions of Section 7.10,
the Officers. Neither the General Partner (except as otherwise expressly
provided in this Agreement) nor any Limited Partner or Assignee shall have any
management power or control over the business and affairs of the Partnership.
Thus, except as otherwise expressly provided in this Agreement, the business
and affairs of the Partnership shall be managed by or under the direction of
the Board of Supervisors, and the day-to-day activities of the Partnership
shall be conducted on the Partnership's behalf by the Officers, who shall be
agents of the Partnership. In order to enable the Board of Supervisors to
manage the business and affairs of the Partnership, the General Partner, except
as otherwise expressly provided in this Agreement, hereby irrevocably delegates
to the Board of Supervisors all management powers over the business and affairs
of the Partnership that it may now or hereafter possess under applicable law.
The General Partner further agrees to take any and all action necessary and
appropriate, in the sole discretion of the Board of Supervisors, to effect any
duly authorized actions by the Board of Supervisors or any Officer, including
executing or filing any agreements, instruments or certificates, delivering all
documents, providing all information and taking or refraining from taking
action as may be necessary or appropriate to achieve the effective delegation
of power described in this Section 7.1(a). Each of the Partners and Assignees
and each Person who may acquire an interest in a Partnership Interest hereby
approves, consents to, ratifies and confirms such delegation. The delegation by
the General Partner to the Board of Supervisors of management powers over the
business and affairs of the Partnership pursuant to the provisions of this
Agreement shall not cause the General Partner to cease to be a general partner
of the Partnership nor shall it cause the Board of Supervisors or any member
thereof to be a general partner of the Partnership or to have or be subject to
the liabilities of a general partner of the Partnership. Except as otherwise
specifically provided in Sections 7.14, 7.15, 7.16 and 7.17, the authority,
functions, duties and responsibilities of the Board of Supervisors and of the
Officers shall be identical to the authority, functions, duties and
responsibilities of the board of directors and officers, respectively, of a
corporation organized under the Delaware General Corporation Law.


                                       28


     (b) Consistent with the management powers delegated to the Board of
Supervisors pursuant to the provisions of this Agreement, the Board of
Supervisors shall have the powers now or hereafter granted a general partner of
a limited partnership under the Delaware Act or any other applicable law and,
except as otherwise expressly provided in this Agreement, shall have full power
and authority to do all things and on such terms as it may deem necessary or
appropriate to conduct the business of the Partnership, to exercise all powers
set forth in Section 2.5 and to effectuate the purposes set forth in Section
2.4, including the following:

       (i) the making of any expenditures, the lending or borrowing of money,
   the assumption or guarantee of, or other contracting for, indebtedness and
   other liabilities, the issuance of evidences of indebtedness and the
   incurring of any other obligations;

       (ii) the making of tax, regulatory and other filings, or rendering of
   periodic or other reports to governmental or other agencies having
   jurisdiction over the business or assets of the Partnership;

       (iii) the acquisition, disposition, mortgage, pledge, encumbrance,
   hypothecation or exchange of any or all of the assets of the Partnership or
   the merger or other combination of the Partnership with or into another
   Person;

       (iv) the use of the assets of the Partnership (including cash on hand)
   for any purpose consistent with the terms of this Agreement, including the
   financing of the conduct of the operations of a Group Member, the lending
   of funds to other Persons (including the Operating Partnership), the
   repayment of obligations of a Group Member and the making of capital
   contributions to a Group Member;

       (v) the negotiation, execution and performance of any contracts,
   conveyances or other instruments (including instruments that limit the
   liability of the Partnership under contractual arrangements to all or
   particular assets of the Partnership, with the other party to the contract
   to have no recourse against the General Partner or its assets other than
   its interest in the Partnership, even if same results in the terms of the
   transaction being less favorable to the Partnership than would otherwise be
   the case);

       (vi) the distribution of Partnership cash;

       (vii) the selection and dismissal of employees (including employees who
   are Officers) and agents, outside attorneys, accountants, consultants and
   contractors and the determination of their compensation and other terms of
   employment or hiring;

       (viii) the maintenance of such insurance for the benefit of the
   Partnership Group and the Partners as it deems necessary or appropriate;

       (ix) the formation of, or acquisition of an interest in, and the
   contribution of property and the making of loans to, any further limited or
   general partnerships, joint ventures, corporations, limited liability
   companies or other relationships (including the acquisition of interests
   in, and the contributions of property to, the Operating Partnership from
   time to time);

       (x) the control of any matters affecting the rights and obligations of
   the Partnership, including the bringing and defending of actions at law or
   in equity and otherwise engaging in the conduct of litigation and the
   incurring of legal expense and the settlement of claims and litigation;

       (xi) the indemnification of any Person against liabilities and
   contingencies to the extent permitted by law;

       (xii) the entering into of listing agreements with any National
   Securities Exchange and the delisting of some or all of the Units from, or
   requesting that trading be suspended on, any such exchange (subject to any
   prior approval that may be required under Section 4.9);

       (xiii) the purchase, sale or other acquisition or disposition of Units;
   and

       (xiv) the undertaking of any action in connection with the Partnership's
   participation in the Operating Partnership as the limited partner.

     (c) Notwithstanding any other provision of this Agreement and the
Operating Partnership Agreement, and to the fullest extent permitted by
applicable law, each of the Partners and Assignees and


                                       29


each other Person who may acquire an interest in a Partnership Interest hereby
(i) approves, consents to, ratifies and confirms the General Partner's
delegation of management powers to the Board of Supervisors pursuant to
paragraph (a) of this Section 7.1; (ii) approves, consents to, ratifies and
confirms the execution, delivery and performance by the parties thereto of the
Exchange Agreement and the other agreements described in or filed as a part of
the Proxy Statement; (iii) agrees that the Partnership (through any duly
authorized Officer of the Partnership) is authorized to execute, deliver and
perform the agreements referred to in clause (iii) of this sentence and the
other agreements, acts, transactions and matters described in or contemplated
by the Proxy Statement without any further act, approval or vote of the
Partners or the Assignees or the other Persons who may acquire an interest in a
Partnership Interest; and (iv) agrees that the execution, delivery or
performance by the General Partner, the Board of Supervisors or any member
thereof, any duly authorized Officer of the Partnership, any Group Member or
any Affiliate of any of them, of this Agreement or any agreement authorized or
permitted under this Agreement (including the exercise by the General Partner
or any Affiliate of the General Partner of the rights accorded pursuant to
Article XV), shall not constitute a breach by any such Person of any duty that
any of such Persons may owe the Partnership or the Limited Partners or the
Assignees or any other Persons under this Agreement (or any other agreements)
or of any duty stated or implied by law or equity.

7.2 THE BOARD OF SUPERVISORS; ELECTION; TERM; MANNER OF ACTING.

     (a) The Board of Supervisors shall consist of not less than five and not
more than eleven individuals, all of whom shall be elected by the Common
Unitholders. The Board of Supervisors shall determine from time to time the
number of Supervisors who shall constitute the entire Board of Supervisors. Any
such determination made by the Board of Supervisors shall continue in effect
unless and until changed by the Board of Supervisors, but no such changes shall
affect the term of any Supervisor then in office. Unless changed by the Board
of Supervisors, such number shall be five. The Board of Supervisors as of the
date of this Agreement shall consist of those Supervisors elected at the 2006
Tri-Annual Meeting of the Unitholders and those two supervisors who were in
office immediately prior thereto, who were previously appointed by the General
Partner, who shall hold office for terms contemplated by Section 7.2(b).

     (i) The members of the Board of Supervisors shall be elected, by a
plurality of the votes of the Outstanding Common Units present in person or
represented by proxy at the Tri-Annual Meeting with each Outstanding Common
Unit having one vote.

     (b) Each member of the Board of Supervisors elected, at a Tri-Annual
Meeting, and the additional Supervisors referred to above, shall hold office
until the next Tri-Annual Meeting and until his successor is duly elected and
qualified, or until his earlier death, resignation or removal.

     (c) Each member of the Board of Supervisors shall have one vote. The vote
of the majority of the members of the Board of Supervisors present at a meeting
at which a quorum is present shall be the act of the Board of Supervisors. A
majority of the number of members of the Board of Supervisors then in office
shall constitute a quorum for the transaction of business at any meeting of the
Board of Supervisors, but if less than a quorum is present at a meeting, a
majority of the members of the Board of Supervisors present at such meeting may
adjourn the meeting from time to time, without notice other than announcement
at the meeting, until a quorum shall be present.

7.3 NOMINATIONS OF SUPERVISORS.

     The Board of Supervisors or a committee designated by the Board of
Supervisors shall be entitled to nominate individuals to stand for election as
Supervisors at a Tri-Annual Meeting. In addition, any Limited Partner or Group
of Limited Partners that beneficially owns 10% or more of the Outstanding
Common Units shall be entitled to nominate one or more individuals to stand for
election as Supervisors at a Tri-Annual Meeting by providing written notice
thereof to the Board of Supervisors not more than 120 days and not less than 90
days prior to the date of such Tri-Annual Meeting; provided, however, that in
the event that the date of the Tri-Annual Meeting was not publicly announced by
the Partnership by mail, press release or otherwise more than 100 days prior to
the date of such meeting, such notice, to be timely, must be delivered to the
Board of Supervisors not later than the close of business on the tenth day
following the date on which the date of the Tri-Annual Meeting was announced.
Such notice shall set forth


                                       30


(i) the name and address of the Limited Partner or Limited Partners making the
nomination or nominations, (ii) the number of Units beneficially owned by such
Limited Partner or Limited Partners, (iii) such information regarding the
nominee(s) proposed by the Limited Partner or Limited Partners as would be
required to be included in a proxy statement relating to the solicitation of
proxies for the election of directors filed pursuant to the proxy rules of the
Commission had the nominee(s) been nominated or intended to be nominated to the
Board of Supervisors, (iv) the written consent of each nominee to serve as a
member of the Board of Supervisors if so elected and (v) a certification that
such nominee(s) qualify as Supervisors.


7.4 REMOVAL OF MEMBERS OF THE BOARD OF SUPERVISORS.

     Any and all of the Supervisors may be removed at any time, with Cause,
only by the affirmative vote of a majority of the Supervisors and, with or
without Cause, at a properly called meeting of the Limited Partners only by the
affirmative vote of the holders of a majority of the Outstanding Common Units.


7.5 RESIGNATIONS OF MEMBERS OF THE BOARD OF SUPERVISORS.

     Any member of the Board of Supervisors may resign at any time by giving
written notice to the Board of Supervisors. Such resignation shall take effect
at the time specified therein.


7.6 VACANCIES ON THE BOARD OF SUPERVISORS.

     Vacancies on the Board of Supervisors may be filled only as follows:

     (a) If any Supervisor is removed, resigns or is otherwise unable to serve
as a member of the Board of Supervisors, or if the size of the Board of
Supervisors is increased thereby creating a vacancy, then the vacancy shall be
filled by a majority of the members of the Board of Supervisors then serving.

     (b) A Supervisor elected pursuant to this Section 7.6 to fill a vacancy
shall be elected, for the unexpired term of his predecessor in office or, in
connection with an increase in the size of the Board of Supervisors, his term
shall expire at the next Tri-Annual Meeting, at which time his successor shall
be elected, or he shall be re-elected, as the case may be.


7.7 MEETINGS; COMMITTEES; CHAIRMAN.

     (a) Regular meetings of the Board of Supervisors shall be held at such
times and places as shall be designated from time to time by resolution of the
Board of Supervisors. Notice of such regular meetings shall not be required.
Special meetings of the Board of Supervisors may be called by the Chairman of
the Board of Supervisors or the Chief Executive Officer and shall be called by
the Secretary upon the written request of two members of the Board of
Supervisors, on at least 48 hours prior written notice (which written notice
may take the form of e-mail or other electronic communication) to the other
members. Any such notice, or waiver thereof, need not state the purpose of such
meeting except as may otherwise be required by law. Attendance of a member of
the Board of Supervisors at a meeting (including pursuant to the penultimate
sentence of this Section 7.7(a)) shall constitute a waiver of notice of such
meeting, except where such member attends the meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully called or convened. Any action required or permitted to be
taken at a meeting of the Board of Supervisors may be taken without a meeting,
without prior notice and without a vote if a consent or consents in writing,
setting forth the action so taken, is signed by all the members of the Board of
Supervisors. Members of the Board of Supervisors may participate in and hold
meetings by means of conference telephone, videoconference or similar
communications equipment by means of which all Persons participating in the
meeting can hear each other, and participation in such meetings shall
constitute presence in person at the meeting. The Board of Supervisors may
establish any additional rules governing the conduct of its meetings that are
not inconsistent with the provisions of this Agreement.

     (b) The Board of Supervisors shall appoint the Audit Committee to consist
solely of three or more of the Supervisors then in office who satisfy the
independence requirements for audit committee members


                                       31


under the Exchange Act and the Rules and Regulations thereunder, and the
applicable listing standards of any National Securities Exchange on which the
Common Units are listed for trading. The Audit Committee shall perform the
functions delegated to it pursuant to the terms of this Agreement and its
charter and such other matters as may be delegated to it from time to time by
resolution of the Board of Supervisors. The Board of Supervisors, by a majority
of the whole Board of Supervisors, may appoint one or more additional
committees of the Board of Supervisors to consist of one or more members of the
Board of Supervisors, which committee(s) shall have and may exercise such of
the powers and authority of the Board of Supervisors (including in respect of
Section 7.1) with respect to the management of the business and affairs of the
Partnership as may be provided in a resolution of the Board of Supervisors. Any
committee designated pursuant to this Section 7.7(b) shall choose its own
chairman, shall keep regular minutes of its proceedings and report the same to
the Board of Supervisors when requested, shall fix its own rules or procedures
and shall meet at such times and at such place or places as may be provided by
such rules or by resolution of such committee or resolution of the Board of
Supervisors. At every meeting of any such committee, the presence of a majority
of all the members thereof shall constitute a quorum and the affirmative vote
of a majority of the members present shall be necessary for the taking of any
action. Subject to the first sentence of this Section 7.7(b), the Board of
Supervisors may designate one or more members of the Board of Supervisors as
alternate members of any committee who may replace any absent or disqualified
member at any meeting of such committee. Subject to the first sentence of this
Section 7.7(b), in the absence or disqualification of a member of a committee,
the member or members present at any meeting and not disqualified from voting,
whether or not constituting a quorum, may unanimously appoint another member of
the Board of Supervisors to act at the meeting in the place of the absent or
disqualified member.

     (c) The Board of Supervisors may elect one of its members as Chairman or
Vice Chairman of the Board of Supervisors. The Chairman of the Board of
Supervisors, if any, and if present and acting, shall preside at all meetings
of the Board of Supervisors. In the absence of the Chairman of the Board of
Supervisors, the Vice Chairman of the Board of Supervisors, if any, and if
present and acting, shall preside at all meetings of the Board of Supervisors.
In the absence of the Chairman of the Board of Supervisors and the Vice
Chairman of the Board of Supervisors, the Chief Executive Officer, if present,
or if not present, the President, if present, acting and a member of the Board
of Supervisors, or any other member of the Board of Supervisors chosen by the
Board of Supervisors shall preside.

7.8 OFFICERS.

     (a) Generally. The Board of Supervisors, as set forth below, shall appoint
agents of the Partnership, referred to as `Officers' of the Partnership as
described in this Section 7.8. Unless provided otherwise by resolution of the
Board of Supervisors, the Officers shall have the titles, power, authority and
duties described below in this Section 7.8.

     (b) Titles and Number. The Officers shall be the Chief Executive Officer,
the President, any and all Vice Presidents, the Secretary and any and all
Assistant Secretaries and the Treasurer and any and all Assistant Treasurers
and any other Officers appointed pursuant to Section 7.8(j). Any person may
hold two or more offices.

     (c) Appointment and Term of Office. The Officers shall be appointed by the
Board of Supervisors at such time and for such terms as the Board of
Supervisors shall determine. Any Officer may be removed, with or without Cause,
only by the Board of Supervisors. Vacancies in any office may be filled only by
the Board of Supervisors.

     (d) Chairman and Vice Chairman of the Board of Supervisors. The Board of
Supervisors may elect one of its members as the Chairman or Vice Chairman of
the Board of Supervisors, provided, however, such Chairman or Vice Chairman
shall not be "Officers" of the Partnership unless otherwise determined by the
Board of Supervisors.

     (e) Chief Executive Officer. The Board of Supervisors may elect a Chief
Executive Officer of the Partnership. The Chief Executive Officer shall be
responsible for the general and active management and direction of the
Partnership and shall see that all orders and resolutions of the Board of
Supervisors are carried into effect. He shall have the power and authority to
sign all contracts, certificates and other


                                       32


instruments of the Partnership, which may be authorized by the Board of
Supervisors. He shall have such powers, duties and authority as from time to
time may be assigned to him by this Agreement or by the Board of Supervisors.


     (f) President. The Board of Supervisors may elect a President of the
Partnership. Subject to the limitations imposed by this Agreement, any
employment agreement, any employee plan or any determination of the Board of
Supervisors, the President, subject to the direction of the Board of
Supervisors and the Chief Executive Officer, shall be responsible for the
management and direction of the day-to-day business and affairs of the
Partnership, its other Officers, employees and agents, shall supervise
generally the affairs of the Partnership and shall have full authority to
execute all documents and take all actions that the Partnership may legally
take. The President shall exercise such other powers and perform such other
duties as may be assigned to him by this Agreement, the Board of Supervisors or
the Chief Executive Officer, including any duties and powers stated in any
employment agreement approved by the Board of Supervisors.


     (g) Vice Presidents. Each Vice President shall perform such duties and may
exercise such powers as may from time to time be assigned to him by the Board
of Supervisors, the Chief Executive Officer or the President, including the
power to execute documents on behalf of the Partnership within the
authorization limits established from time to time by the Board of Supervisors,
the Chief Executive Officer or the President.


     (h) Secretary and Assistant Secretaries. The Secretary shall record or
cause to be recorded in books provided for that purpose the minutes of the
meetings or actions of the Board of Supervisors and Partners, shall see that
all notices are duly given in accordance with the provisions of this Agreement
and as required by law, shall be custodian of all records (other than
financial), shall see that the books, reports, statements, certificates and all
other documents and records required by law are properly kept and filed, and,
in general, shall perform all duties incident to the office of Secretary and
such other duties as may, from time to time, be assigned to him by this
Agreement, the Board of Supervisors, the Chief Executive Officer or the
President. The Assistant Secretaries shall exercise the powers of the Secretary
during that Officer's absence or inability or refusal to act.


     (i) Treasurer and Assistant Treasurers. The Treasurer shall keep or cause
to be kept the books of account of the Partnership and shall render statements
of the financial affairs of the Partnership in such form and as often as
required by this Agreement, the Board of Supervisors, the Chief Executive
Officer or the President. The Treasurer, subject to the order of the Board of
Supervisors, shall have the custody of all funds and securities of the
Partnership. The Treasurer shall perform all other duties commonly incident to
his office and shall perform such other duties and have such other powers as
this Agreement, the Board of Supervisors, the Chief Executive Officer or the
President, shall designate from time to time. The Assistant Treasurers shall
exercise the power of the Treasurer during that Officer's absence or inability
or refusal to act. Each of the Assistant Treasurers shall possess the same
power as the Treasurer to sign all certificates, contracts, obligations and
other instruments of the Partnership. If no Treasurer or Assistant Treasurer is
appointed and serving or in the absence of the appointed Treasurer and
Assistant Treasurer, the Vice President and Chief Financial Officer, or such
other Officer as the Board of Supervisors shall select, shall have the powers
and duties conferred upon the Treasurer.


     (j) Other Officers and Agents. The Board of Supervisors may appoint such
other Officers and agents as may from time to time appear to be necessary or
advisable in the conduct of the affairs of the Partnership, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Supervisors.


     (k) Powers of Attorney. The Board of Supervisors may grant powers of
attorney or other authority as appropriate to establish and evidence the
authority of the Officers and other Persons.


     (l) Officers' Delegation of Authority. Unless otherwise provided by
resolution of the Board of Supervisors, no Officer shall have the power or
authority to delegate to any Person such Officer's rights and powers as an
Officer to manage the business and affairs of the Partnership.


                                       33


7.9 COMPENSATION.

     The Officers shall receive such compensation for their services as may be
designated by the Board of Supervisors or a committee thereof. In addition, the
Officers shall be entitled to be reimbursed for out-of-pocket costs and
expenses incurred in the course of their service hereunder. The members of the
Board of Supervisors who are not employees of the Partnership or its Affiliates
shall receive such compensation for their services as members of the Board of
Supervisors or members of a committee of the Board of Supervisors as the Board
of Supervisors shall determine. In addition, the members of the Board of
Supervisors shall be entitled to be reimbursed for out-of-pocket costs and
expenses incurred in the course of their service hereunder.

7.10 RESTRICTIONS ON GENERAL PARTNER'S AND BOARD OF SUPERVISORS' AUTHORITY.

     (a) Except as provided in Articles XII and XIV, neither the General
Partner nor the Board of Supervisors may sell, exchange or otherwise dispose of
all or substantially all of the Partnership's assets in a single transaction or
a series of related transactions or approve on behalf of the Partnership the
sale, exchange or other disposition of all or substantially all of the assets
of the Operating Partnership, without the approval of the holders of at least a
majority of the Outstanding Common Units; provided, however that this provision
shall not preclude or limit the Board of Supervisors' ability to mortgage,
pledge, hypothecate or grant a security interest in all or substantially all of
the assets of the Partnership Group and shall not apply to any forced sale of
any or all of the assets of the Partnership Group pursuant to the foreclosure
of, or other realization upon, any such encumbrance. Without the approval of
the holders of at least a majority of the Outstanding Common Units, neither the
General Partner nor the Board of Supervisors shall, on behalf of the
Partnership, (i) consent to any amendment to the Operating Partnership
Agreement or, except as expressly permitted by Section 7.16(d), take any action
permitted to be taken by a partner of the Operating Partnership, in either
case, that would have a material adverse effect on the Partnership as a partner
of the Operating Partnership or (ii) except as permitted under Sections 4.6,
11.1 and 11.2, elect or cause the Partnership to elect a successor general
partner of the Operating Partnership.

     (b) The Board of Supervisors may not cause the Partnership to incur any
Indebtedness that is recourse to the General Partner or any of its Affiliates
without the approval of the General Partner, which approval may be given or
withheld in the General Partner's sole discretion.

7.11 REIMBURSEMENT OF THE GENERAL PARTNER; EMPLOYEE BENEFIT PLANS.

     (a) Except as provided in this Section 7.11 and elsewhere in this
Agreement or in the Operating Partnership Agreement, the General Partner shall
not be compensated for its services as general partner of any Group Member.

     (b) The General Partner shall be reimbursed on a monthly basis, or such
other basis as the Board of Supervisors may determine, for (i) all direct and
indirect expenses it incurs or payments it makes on behalf of the Partnership
(including salary, bonus, incentive compensation and other amounts paid to any
Person to perform services for the Partnership or for the General Partner or
the Board of Supervisors in the discharge of its duties to the Partnership),
and (ii) all other necessary or appropriate expenses allocable to the
Partnership or otherwise reasonably incurred by the General Partner in
connection with operating the Partnership's business (including expenses
allocated to the General Partner by its Affiliates). Reimbursements pursuant to
this Section 7.11 shall be in addition to any reimbursement to the General
Partner as a result of indemnification pursuant to Section 7.14.

     (c) The Board of Supervisors, without the approval of the Limited Partners
(who shall have no right to vote in respect thereof) except as may otherwise be
required by the National Securities Exchange on which the Common Units may be
listed for trading, may propose and adopt on behalf of the Partnership employee
benefit plans, employee programs and employee practices (including plans,
programs and practices involving the issuance of Units), or issue Partnership
Securities maintained or sponsored by the Partnership, the General Partner or
any of their Affiliates, in each case for the benefit of the members of the
Board of Supervisors, employees of the Partnership or the Operating
Partnership, any Group Member or any Affiliate, or any of them, in respect of
services performed, directly or indirectly, for the benefit of the Partnership
Group.


                                       34


7.12 OUTSIDE ACTIVITIES OF THE GENERAL PARTNER.

     (a) The General Partner, for so long as it is the general partner of the
Partnership, (i) agrees that its sole business will be to act as a general
partner of the Partnership, the Operating Partnership, and any other
partnership of which the Partnership or the Operating Partnership is, directly
or indirectly, a partner and to undertake activities that are ancillary or
related thereto (including being a Limited Partner in the Partnership), and
(ii) shall not enter into or conduct any business or incur any debts or
liabilities except in connection with or incidental to (A) its performance of
the activities required or authorized by this Agreement or the Operating
Partnership Agreement or described in or contemplated by the Proxy Statement
and (B) the acquisition, ownership or disposition of Partnership Interests or
partnership interests in the Operating Partnership or any other partnership of
which the Partnership or the Operating Partnership is, directly or indirectly,
a partner; provided that notwithstanding the foregoing, employees of the
General Partner may perform limited services for other Affiliates of the
General Partner in addition to the Partnership and the Operating Partnership
(it being understood that full time employees of the General Partner shall
devote substantially all their employment services to the Partnership and the
Operating Partnership).

     (b) Except as described in Section 7.12(a), each Indemnitee (other than
the General Partner) shall have the right to engage in businesses of every type
and description and other activities for profit and to engage in and possess an
interest in other business ventures of any and every type or description,
independently or with others, whether in the businesses engaged in by the
Partnership or the Operating Partnership or anticipated to be engaged in by the
Partnership, the Operating Partnership or otherwise, including, without
limitation, in the case of any Affiliates of the General Partner, business
interests and activities in direct competition with the business and activities
of the Partnership or the Operating Partnership, and none of the same shall
constitute a breach of this Agreement or any duty to the Partnership, the
Operating Partnership or any Partner or Assignee. Neither the Partnership, the
Operating Partnership, any Limited Partner nor any other Person shall have any
rights by virtue of this Agreement, the Operating Partnership Agreement or the
partnership relationship established hereby or thereby in any business ventures
of any Indemnitee and such Indemnitees shall have no obligation to offer any
interest in any such business ventures to the Partnership, the Operating
Partnership, any Limited Partner or any other Person. The General Partner and
any Affiliates of the General Partner may acquire Units or other Partnership
Securities, and, except as otherwise provided in this Agreement, shall be
entitled to exercise all rights of an Assignee, Limited Partner or holder of
another Partnership Security, as applicable, relating to such Units or
Partnership Securities, as the case may be.

     (c) Subject to the terms of Sections 7.12(a) and (b) but otherwise
notwithstanding anything to the contrary in this Agreement, (i) the engaging in
competitive activities by any of the Indemnitees (other than the General
Partner) in accordance with Section 7.12(b) is hereby approved by the
Partnership and all Partners and (ii) it shall be deemed not to be a breach of
the General Partner's fiduciary duties or any other obligation of any type
whatsoever of the General Partner for the General Partner to permit its
Affiliates to engage, or for any such Affiliate to engage, in business
interests and activities in preference to or to the exclusion of the
Partnership.

     (d) The term `Affiliates' when used in this Section 7.12 with respect to
the General Partner shall not include any Group Member.

7.13 LOANS FROM THE GENERAL PARTNER; CONTRACTS WITH AFFILIATES; CERTAIN
RESTRICTIONS ON THE GENERAL PARTNER.

     (a) The General Partner or any Affiliate of the General Partner may lend
to any Group Member, and any Group Member may borrow from the General Partner
and any Affiliate of the General Partner, funds needed or desired by the Group
Member for such periods of time and in such amounts as the General Partner may
determine; provided, however, that in any such case the lending party may not
charge the borrowing party interest at a rate greater than the rate that would
be charged the borrowing party or impose terms less favorable on the borrowing
party than would be charged or imposed on the borrowing party by unrelated
lenders on comparable loans made on an arms-length basis (without reference to
the lending party's financial abilities or guarantees). The borrowing party
shall reimburse the lending party for any costs (other than any additional
interest costs) incurred by the lending party in connection with the


                                       35


borrowing of such funds. For purposes of this Section 7.13(a) and Section
7.13(b), the term `Group Member' shall include any Affiliate of the Group
Member that is controlled by the Group Member. No Group Member may lend funds
to the General Partner or any of its Affiliates (other than another Group
Member).

     (b) The Partnership may lend or contribute to any Group Member, and any
Group Member may borrow from the Partnership, funds on terms and conditions
established by the Board of Supervisors; provided, however, that the
Partnership may not charge a Group Member interest at a rate greater than the
rate that would be charged to such Group Member (without reference to the
General Partner's financial abilities or guarantees), by unrelated lenders on
comparable loans. The foregoing authority shall be exercised by the Board of
Supervisors and shall not create any right or benefit in favor of any Group
Member or any other Person.

     (c) The General Partner may itself, or may enter into an agreement with
any of its Affiliates to, render services to a Group Member. Any services
rendered to a Group Member by the General Partner or any of its Affiliates
shall be on terms that are fair and reasonable to the Partnership; provided,
however, that the requirements of this Section 7.13(c) shall be deemed
satisfied as to (i) any transaction approved by Special Approval, (ii) any
transaction, the terms of which are no less favorable to the Partnership Group
than those generally being provided to or available from unrelated third
parties or (iii) any transaction that, taking into account the totality of the
relationships between the parties involved (including other transactions that
may be particularly favorable or advantageous to the Partnership Group), is
equitable to the Partnership Group. The provisions of Section 7.11 shall apply
to the rendering of services described in this Section 7.13(c).

     (d) The Partnership may transfer assets to joint ventures, other
partnerships, corporations, limited liability companies or other business
entities in which it is or thereby becomes a participant upon such terms and
subject to such conditions as are consistent with this Agreement and applicable
law.

     (e) Neither the General Partner nor any of its Affiliates shall sell,
transfer or convey any property to, or purchase any property from, the
Partnership, directly or indirectly, except pursuant to transactions that are
fair and reasonable to the Partnership; provided, however, that the
requirements of this Section 7.13(e) shall be deemed to be satisfied as to (i)
the transactions effected pursuant to the Exchange Agreement, (ii) any
transaction pursuant to Section 4.6(b), (iii) any transaction approved by
Special Approval, (iv) any transaction, the terms of which are no less
favorable to the Partnership than those generally being provided to or
available from unrelated third parties, or (v) any transaction that, taking
into account the totality of the relationships between the parties involved
(including other transactions that may be particularly favorable or
advantageous to the Partnership), is equitable to the Partnership. With respect
to any contribution of assets to the Partnership in exchange for Units, the
Audit Committee, in determining whether the appropriate number of Units are
being issued, shall take into account, among other things, the fair market
value of the assets, the liquidated and contingent liabilities assumed, the tax
basis in the assets, the extent to which tax-only allocations to the transferor
will protect the existing partners of the Partnership against a low tax basis,
and such other factors as the Audit Committee deems relevant under the
circumstances.

     (f) The General Partner and its Affiliates will have no obligation to
permit any Group Member to use any facilities or assets of the General Partner
and its Affiliates, except as may be provided in contracts entered into from
time to time specifically dealing with such use, nor shall there be any
obligation on the part of the General Partner or its Affiliates to enter into
such contracts.

7.14 INDEMNIFICATION.

     (a) To the fullest extent permitted by law but subject to the limitations
expressly provided in this Agreement, all Indemnitees shall be indemnified and
held harmless by the Partnership from and against any and all losses, claims,
damages, liabilities, joint or several, expenses (including legal fees,
expenses and other disbursements), judgments, fines, penalties, interest,
settlements or other amounts arising from any and all claims, demands, actions,
suits or proceedings, whether civil, criminal, administrative or investigative,
in which any Indemnitee may be involved, or is threatened to be involved, as a
party or otherwise, by reason of its status as an Indemnitee, provided, that in
each case the Indemnitee acted in


                                       36


good faith and in a manner that such Indemnitee reasonably believed to be in,
or not opposed to, the best interests of the Partnership and, with respect to
any criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere, or its equivalent,
shall not create a presumption that the Indemnitee acted in a manner contrary
to that specified above. Any indemnification pursuant to this Section 7.14
shall be made only out of the assets of the Partnership, it being agreed that
the General Partner shall not be personally liable for such indemnification and
shall have no obligation to contribute or loan any monies or property to the
Partnership to enable it to effectuate such indemnification.

     (b) To the fullest extent permitted by law, expenses (including legal
fees, expenses and other disbursements) incurred by an Indemnitee who is
indemnified pursuant to Section 7.14(a) in defending any claim, demand, action,
suit or proceeding shall, from time to time, be advanced by the Partnership
prior to the final disposition of such claim, demand, action, suit or
proceeding upon receipt by the Partnership of any undertaking by or on behalf
of the Indemnitee to repay such amount if it shall be determined by a final,
non-appealable order of a court of competent jurisdiction that the Indemnitee
is not entitled to be indemnified as authorized in this Section 7.14.

     (c) The indemnification provided by this Section 7.14 shall be in addition
to any other rights to which an Indemnitee may be entitled under any agreement,
pursuant to any vote of the holders of Outstanding Common Units, as a matter of
law or otherwise, both as to actions in the Indemnitee's capacity as an
Indemnitee and as to actions in any other capacity, and shall continue as to an
Indemnitee who has ceased to serve in such capacity and shall inure to the
benefit of the heirs, successors, assigns and administrators of the Indemnitee.


     (d) The Partnership may purchase and maintain (or reimburse the members of
the Board of Supervisors, the General Partner or its Affiliates for the cost
of) insurance, on behalf of the General Partner and the members of the Board of
Supervisors and such other Persons as the Board of Supervisors shall determine,
against any liability that may be asserted against or expense that may be
incurred by such Person in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to indemnify such
Person against such liability under the provisions of this Agreement.

     (e) For purposes of this Section 7.14, the Partnership shall be deemed to
have requested an Indemnitee to serve as fiduciary of an employee benefit plan
whenever the performance by it of its duties to the Partnership also imposes
duties on, or otherwise involves services by, it to the plan or participants or
beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect
to an employee benefit plan pursuant to applicable law shall constitute `fines'
within the meaning of Section 7.14(a); and action taken or omitted by it with
respect to any employee benefit plan in the performance of its duties for a
purpose reasonably believed by it to be in the interest of the participants and
beneficiaries of the plan shall be deemed to be for a purpose which is in, or
not opposed to, the best interests of the Partnership.

     (f) In no event may an Indemnitee subject the Limited Partners to personal
liability by reason of the indemnification provisions set forth in this
Agreement.

     (g) An Indemnitee shall not be denied indemnification in whole or in part
under this Section 7.14 because the Indemnitee had an interest in the
transaction with respect to which the indemnification applies if the
transaction was otherwise permitted by the terms of this Agreement.

     (h) The provisions of this Section 7.14 are for the benefit of the
Indemnitees, their heirs, successors, assigns and administrators and shall not
be deemed to create any rights for the benefit of any other Persons.

     (i) No amendment, modification or repeal of this Section 7.14 or any
provision hereof shall in any manner terminate, reduce or impair the right of
any past, present or future Indemnitee to be indemnified by the Partnership,
nor the obligations of the Partnership to indemnify any such Indemnitee under
and in accordance with the provisions of this Section 7.14 as in effect
immediately prior to such amendment, modification or repeal with respect to
claims arising from or relating to matters occurring, in whole or in part,
prior to such amendment, modification or repeal, regardless of when such claims
may arise or be asserted.


                                       37


7.15 LIABILITY OF INDEMNITEES.

     (a) Notwithstanding anything to the contrary set forth in this Agreement,
no Indemnitee shall be liable for monetary damages to the Partnership, the
Limited Partners, the Assignees or any other Persons who have acquired
interests in the Units, for losses sustained or liabilities incurred as a
result of errors in judgment or any act or omission if such Indemnitee acted in
good faith pursuant to authority granted in this Agreement.

     (b) To the maximum extent permitted by law, the General Partner and its
Affiliates shall not be responsible for any act or omission by the Board of
Supervisors, any member of the Board of Supervisors, or any Officers of the
Partnership.

     (c) To the maximum extent permitted by law, the members of the Board of
Supervisors and the Officers of the Partnership shall not be responsible for
any act or omission by the General Partner and its Affiliates.

     (d) Subject to its obligations and duties set forth in Section 7.1(a), the
Board of Supervisors may exercise any of the powers granted to it by this
Agreement and perform any of the duties imposed upon it hereunder either
directly or by or through the Officers or other agents of the Partnership, and,
to the maximum extent permitted by law, the Board of Supervisors shall not be
responsible for any misconduct or negligence on the part of any such Officer or
agent appointed by the Board of Supervisors in good faith.

     (e) It will not constitute a breach of fiduciary or other duty for an
Officer or member of the Board of Supervisors to engage attorneys, accountants,
engineers and other advisors on behalf of the Partnership, its Board of
Supervisors, or any committee thereof, even though such persons may also be
retained from time to time by the General Partner or any of its Affiliates, and
such persons may be engaged with respect to any matter in which the interests
of the Partnership and the General Partner or any of its Affiliates may differ,
or may be engaged by both the Partnership and the General Partner or any of its
Affiliates with respect to a matter, as long as such Officer or member of the
Board of Supervisors reasonably believes that any conflict between the
Partnership and the General Partner or any of its Affiliates with respect to
such matter is not material.

     (f) Any amendment, modification or repeal of this Section 7.15 or any
provision hereof shall be prospective only and shall not in any way affect the
limitations on the liability to the Partnership and the Limited Partners, of
the General Partner, its directors, officers and employees and any other
Indemnitees under this Section 7.15 as in effect immediately prior to such
amendment, modification or repeal with respect to claims arising from or
relating to matters occurring, in whole or in part, prior to such amendment,
modification or repeal, regardless of when such claims may arise or be
asserted.


7.16 RESOLUTION OF CONFLICTS OF INTEREST.

     (a) Unless otherwise expressly provided in this Agreement or the Operating
Partnership Agreement, whenever a potential conflict of interest exists or
arises between the General Partner or any of its Affiliates, or any Officer or
member of the Board of Supervisors, on the one hand, and the Partnership, the
Operating Partnership, any Partner or any Assignee, on the other, any
resolution or course of action in respect of such conflict of interest shall be
permitted and deemed approved by all Partners, and shall not constitute a
breach of this Agreement, of the Operating Partnership Agreement, of any
agreement contemplated herein or therein, or of any duty stated or implied by
law or equity, if the resolution or course of action is, or by operation of
this Agreement is deemed to be, fair and reasonable to the Partnership. The
Board of Supervisors shall be authorized but not required in connection with
its resolution of such conflict of interest to seek Special Approval of a
resolution of such conflict or course of action. Any conflict of interest and
any resolution of such conflict of interest shall be conclusively deemed fair
and reasonable to the Partnership if such conflict of interest or resolution is
(i) approved by Special Approval (as long as the material facts known to the
General Partner or any of its Affiliates or such Officer or member of the Board
of Supervisors regarding any proposed transaction were disclosed to the Audit
Committee at the time it gave its approval), (ii) on terms no less favorable to
the Partnership than those generally being provided to or available from
unrelated third parties or (iii) fair to the Partnership, taking into account
the totality of the relationships between the parties involved (including


                                       38


other transactions that may be particularly favorable or advantageous to the
Partnership). The Board of Supervisors may also adopt a resolution or course of
action that has not received Special Approval. The Board of Supervisors
(including the Audit Committee in connection with Special Approval) shall be
authorized in connection with its determination of what is fair and reasonable
to the Partnership and in connection with its resolution of any conflict of
interest to consider (A) the relative interests of any party to such conflict,
agreement, transaction or situation and the benefits and burdens relating to
such interest; (B) any customary or accepted industry practices and any
customary or historical dealings with a particular Person; (C) any applicable
generally accepted accounting practices or principles; and (D) such additional
factors as the Board of Supervisors (including the Audit Committee) determines
in its discretion to be relevant, reasonable or appropriate under the
circumstances. Nothing contained in this Agreement, however, is intended to nor
shall it be construed to require the Board of Supervisors (including the Audit
Committee) to consider the interests of any Person other than the Partnership.
In the absence of bad faith by the Board of Supervisors, the resolution, action
or terms so made, taken or provided by the Board of Supervisors with respect to
such matter shall not constitute a breach of this Agreement or any other
agreement contemplated herein or a breach of any standard of care or duty
imposed herein or therein or, to the extent permitted by law, under the
Delaware Act or any other law, rule or regulation or existing in equity or
otherwise.

     (b) Whenever this Agreement or any other agreement contemplated hereby
provides that the Board of Supervisors is permitted or required to make a
decision (i) in its `sole discretion' or `discretion' or that it deems
`necessary or appropriate' or `necessary or advisable' or under a grant of
similar authority or latitude, except as otherwise provided herein, the Board
of Supervisors shall make such decision in its sole discretion (regardless of
whether there is a reference to `sole discretion' or `discretion') unless
another express standard is provided for, or (ii) in `good faith' or under
another express standard, the Board of Supervisors shall act under such express
standard and shall not be subject to any other or different standards imposed
by this Agreement, the Operating Partnership Agreement, any other agreement
contemplated hereby or under the Delaware Act or any other law, rule or
regulation or in equity or otherwise. In addition, any actions taken by the
Board of Supervisors consistent with the standards of `reasonable discretion'
set forth in the definition of Available Cash shall not constitute a breach of
any duty of the Board of Supervisors to the Partnership or the Limited
Partners. The Board of Supervisors shall have no duty, express or implied, to
sell or otherwise dispose of any asset of the Partnership Group.

     (c) Whenever a particular transaction, arrangement or resolution of a
conflict of interest is required under this Agreement to be `fair and
reasonable' to any Person, the fair and reasonable nature of such transaction,
arrangement or resolution shall be considered in the context of all similar or
related transactions.

     (d) The Limited Partners hereby authorize the Board of Supervisors on
behalf of the Partnership as a partner of a Group Member, to approve of actions
by the general partner or the Board of Supervisors of such Group Member similar
to those actions permitted to be taken by the Board of Supervisors pursuant to
this Section 7.16.

7.17 OTHER MATTERS CONCERNING THE GENERAL PARTNER AND THE BOARD OF SUPERVISORS.

     (a) The General Partner and the Board of Supervisors may rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties.

     (b) The General Partner and the Board of Supervisors may consult with
legal counsel, accountants, appraisers, management consultants, investment
bankers and other consultants and advisers selected by either of them, and any
act taken or omitted to be taken in reliance upon the opinion (including an
Opinion of Counsel) of such Persons as to matters that the General Partner or
the Board of Supervisors reasonably believes to be within such Person's
professional or expert competence shall be conclusively presumed to have been
done or omitted in good faith and in accordance with such opinion.

     (c) The General Partner shall have the right, in respect of any of its
powers or obligations hereunder, to act through any of its duly authorized
officers, a duly appointed attorney or attorneys-in-fact or the duly authorized
Officers of the Partnership.


                                       39


     (d) The Board of Supervisors shall have the right, in respect of any of
its powers or obligations hereunder, to act through any of the duly authorized
Officers of the Partnership or a duly appointed attorney or attorneys-in-fact.

     (e) Any standard of care and duty imposed by this Agreement or under the
Delaware Act or any applicable law, rule or regulation or in equity or
otherwise shall be modified, waived or limited, to the maximum extent permitted
by law, as required to permit the General Partner and the Board of Supervisors
to act under this Agreement or any other agreement contemplated by this
Agreement and to make any decision pursuant to the authority prescribed in this
Agreement, so long as such action is reasonably believed by the General Partner
or the Board of Supervisors to be in, or not inconsistent with, the best
interests of the Partnership.

     (f) The General Partner or other holder of Partnership Securities that
have voting rights, when voting its interest in the Partnership on any matter
shall not be acting in a fiduciary capacity and therefore shall be entitled to
consider only such interests and factors as it desires and shall have no duty
or obligation to give any consideration to any interest of, or factors
affecting, the Partnership or any Limited Partner.


7.18 PURCHASE OR SALE OF UNITS.

     The Partnership may purchase or otherwise acquire Units. As long as Units
are held by any Group Member, such Units shall not be considered Outstanding
for any purpose, except as otherwise provided herein. The General Partner or
any Affiliate of the General Partner may also purchase or otherwise acquire and
sell or otherwise dispose of Common Units for its own account, subject to the
provisions of Articles IV and X.

7.19  [Deleted.]


7.20 RELIANCE BY THIRD PARTIES.

     Notwithstanding anything to the contrary in this Agreement, any Person
dealing with the Partnership shall be entitled to assume that the Board of
Supervisors and any Officer of the Partnership authorized by the Board of
Supervisors to act on behalf of and in the name of the Partnership (including
the General Partner, acting pursuant to the direction of the Board of
Supervisors in accordance with Section 7.1(a)) has full power and authority to
encumber, sell or otherwise use in any manner any and all assets of the
Partnership and to enter into any contracts on behalf of the Partnership, and
such Person shall be entitled to deal with the Board of Supervisors or any such
Officer (including the General Partner, acting pursuant to the direction of the
Board of Supervisors in accordance with Section 7.1(a)) as if it were the
Partnership's sole party in interest, both legally and beneficially. Each
Limited Partner hereby waives, to the maximum extent permitted by law, any and
all defenses or other remedies that may be available against such Person to
contest, negate or disaffirm any action of the Board of Supervisors or any such
Officer (including the General Partner, acting pursuant to the direction of the
Board of Supervisors in accordance with Section 7.1(a)) in connection with any
such dealing. In no event shall any Person dealing with the Board of
Supervisors or its representatives or any such Officer (including the General
Partner, acting pursuant to the direction of the Board of Supervisors in
accordance with Section 7.1(a)) be obligated to ascertain that the terms of the
Agreement have been complied with or to inquire into the necessity or
expedience of any act or action of the Board of Supervisors or
itsrepresentatives or any such Officer (including the General Partner, acting
pursuant to the direction of the Board of Supervisors in accordance with
Section 7.1(a)). Each and every certificate, document or other instrument
executed on behalf of the Partnership by the Board of Supervisors or its
representatives or any such Officer (including the General Partner, acting
pursuant to the direction of the Board of Supervisors in accordance with
Section 7.1(a)) shall be conclusive evidence in favor of any and every Person
relying thereon or claiming thereunder that (a) at the time of the execution
and delivery of such certificate, document or instrument, this Agreement was in
full force and effect, (b) the Person executing and delivering such
certificate, document or instrument was duly authorized and empowered to do so
for and on behalf of the Partnership and (c) such certificate, document or
instrument was duly executed and delivered in accordance with the terms and
provisions of this Agreement and is binding upon the Partnership.


                                       40


                                 ARTICLE VIII
                     BOOKS, RECORDS, ACCOUNTING AND REPORTS


8.1 RECORDS AND ACCOUNTING.

     The Partnership shall keep or cause to be kept at the principal office of
the Partnership appropriate books and records with respect to the Partnership's
business, including all books and records necessary to provide to the Limited
Partners any information required to be provided pursuant to Section 3.4(a).
Any books and records maintained by or on behalf of the Partnership in the
regular course of its business, including the record of the Record Holders and
Assignees of Units or other Partnership Securities, books of account and
records of Partnership proceedings, may be kept on, or be in the form of,
computer disks, hard drives, punch cards, magnetic tape, photographs,
micrographics or any other information storage device, provided, that the books
and records so maintained are convertible into clearly legible written form
within a reasonable period of time. The books of the Partnership shall be
maintained, for financial reporting purposes, on an accrual basis in accordance
with U.S. GAAP.


8.2 FISCAL YEAR.

     The fiscal year of the Partnership shall be a 52-53 week fiscal year
concluding on the last Saturday in September.


8.3 REPORTS.

     (a) As soon as practicable, but in no event later than 120 days after the
close of each fiscal year of the Partnership, the Board of Supervisors shall
cause to be mailed or furnished to each Record Holder of a Unit as of a date
selected by the Board of Supervisors in its discretion, an annual report
containing financial statements of the Partnership for such fiscal year of the
Partnership, presented in accordance with U.S. generally accepted accounting
principles, including a balance sheet and statements of operations, Partners
equity and cash flows, such statements to be audited by a firm of independent
public accountants selected by the Board of Supervisors.

     (b) To the extent required by applicable law, regulation or rule of any
National Securities Exchange on which the Units are listed for trading, or as
the Board of Supervisors determines to be necessary or appropriate, as soon as
practicable, but in no event later than 90 days after the close of each Quarter
except the last Quarter of each year, the Board of Supervisors shall cause to
be mailed or furnished to each Record Holder of a Unit, as of a date selected
by the Board of Supervisors in its discretion, a report containing unaudited
financial statements of the Partnership and such other information so required,
or as the Board of Supervisors determines to be necessary or appropriate.


                                   ARTICLE IX
                                  TAX MATTERS


9.1 TAX RETURNS AND INFORMATION.

     The Partnership shall timely file all returns of the Partnership that are
required for federal, state and local income tax purposes on the basis of the
accrual method and a taxable year ending on December 31. The tax information
reasonably required by Record Holders for federal and state income tax
reporting purposes with respect to a taxable year shall be furnished to them
within 90 days of the close of the calendar year in which the Partnership's
taxable year ends. The classification, realization and recognition of income,
gain, losses and deductions and other items shall be on the accrual method of
accounting for federal income tax purposes.


9.2 TAX ELECTIONS.

     (a) The Partnership has made the election under Section 754 of the Code in
accordance with applicable regulations thereunder, subject to the reservation
of the right to seek to revoke such election upon the Board of Supervisors'
determination that such revocation is in the best interests of the Limited


                                       41


Partners. For the purposes of computing the adjustments under Section 743(b) of
the Code, the Board of Supervisors shall be authorized (but not required) to
adopt a convention whereby the price paid by a transferee of Units will be
deemed to be the lowest quoted closing price of the Units on any National
Securities Exchange on which such Units are traded during the calendar month in
which such transfer is deemed to occur pursuant to Section 6.2(g) without
regard to the actual price paid by such transferee.

     (b) The Partnership has elected to deduct expenses incurred in organizing
the Partnership ratably over a sixty-month period as provided in Section 709 of
the Code.

     (c) Except as otherwise provided herein, the Board of Supervisors shall
determine whether the Partnership should make any other elections permitted by
the Code.


9.3 TAX CONTROVERSIES.

     Subject to the provisions hereof, the General Partner is designated as the
Tax Matters Partner (as defined in Section 6231(a)(7) of the Code) and is
authorized and required to represent the Partnership (at the Partnership's
expense) in connection with all examinations of the Partnership's affairs by
tax authorities, including resulting administrative and judicial proceedings,
and to expend Partnership funds for professional services and costs associated
therewith. Each Partner agrees to cooperate with the General Partner and to do
or refrain from doing any or all things reasonably required by the General
Partner to conduct such proceedings.


9.4 WITHHOLDING.

     Notwithstanding any other provision of this Agreement, the Board of
Supervisors is authorized to take any action that it determines in its
discretion to be necessary or appropriate to cause the Partnership and the
Operating Partnership to comply with any withholding requirements established
under the Code or any other federal, state or local law including, without
limitation, pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the
extent that the Partnership is required or elects to withhold and pay over to
any taxing authority any amount resulting from the allocation or distribution
of income to any Partner or Assignee (including, without limitation, by reason
of Section 1446 of the Code), the amount withheld may be treated as a
distribution of cash pursuant to Section 6.3 in the amount of such withholding
from such Partner.


                                   ARTICLE X
                             ADMISSION OF PARTNERS


10.1 CURRENT PARTNERS.

     The General Partner and the Limited Partners who are Record Holders of the
Outstanding Common Units are the current Partners of the Partnership as of the
date of this Agreement.


10.2 ADMISSION OF SUBSTITUTED LIMITED PARTNERS.

     By transfer of a Unit representing a Limited Partner Interest in
accordance with Article IV, the transferor shall be deemed to have given the
transferee the right to seek admission as a Substituted Limited Partner subject
to the conditions of, and in the manner permitted under, this Agreement. A
transferor of a Certificate representing a Limited Partner Interest shall,
however, only have the authority to convey to a purchaser or other transferee
who does not execute and deliver a Transfer Application (a) the right to
negotiate such Certificate to a purchaser or other transferee and (b) the right
to transfer the right to request admission as a Substituted Limited Partner to
such purchaser or other transferee in respect of the transferred Units. Each
transferee of a Unit representing a Limited Partner Interest (including any
nominee holder or an agent acquiring such Unit for the account of another
Person) who executes and delivers a Transfer Application shall, by virtue of
such execution and delivery, be an Assignee and be deemed to have applied to
become a Substituted Limited Partner with respect to the Units so transferred
to such Person. Such Assignee shall become a Substituted Limited Partner (x) at
such time as the Board of Supervisors consents thereto, which consent may be
given or withheld in the Board


                                       42


of Supervisors' discretion, and (y) when any such admission is shown on the
books and records of the Partnership. If such consent is withheld, such
transferee shall be an Assignee. An Assignee shall have an interest in the
Partnership equivalent to that of a Limited Partner with respect to allocations
and distributions, including liquidating distributions, of the Partnership.
With respect to voting rights attributable to Units that are held by Assignees,
the General Partner shall be deemed to be the Limited Partner with respect
thereto and shall, in exercising the voting rights in respect of such Units on
any matter, vote such Units at the written direction of the Assignee who is the
Record Holder of such Units. If no such written direction is received, such
Units will not be voted. An Assignee shall have no other rights of a Limited
Partner.


10.3 ADMISSION OF SUCCESSOR GENERAL PARTNER.

     A successor General Partner approved pursuant to Section 11.1 or 11.2 or
the transferee of or successor to all of the General Partner Interest pursuant
to Section 4.6 who is proposed to be admitted as a successor General Partner
shall be admitted to the Partnership as the General Partner, effective
immediately prior to the withdrawal or removal of the General Partner pursuant
to Section 11.1 or 11.2 or the transfer of the General Partner Interest
pursuant to Section 4.6; provided, however, that no such successor shall be
admitted to the Partnership until compliance with the terms of Section 4.6 has
occurred and such successor has executed and delivered such other documents or
instruments as may be required to effect such admission. Any such successor
shall, subject to the terms hereof, carry on the business of the Partnership
without dissolution. The admission of a successor General Partner shall not be
deemed to have affected in any manner the irrevocable delegation of all
management powers over the business and affairs of the Partnership to the Board
of Supervisors pursuant to Section 7.1(a).


10.4 ADMISSION OF ADDITIONAL LIMITED PARTNERS.

     (a) A Person (other than the General Partner or a Substituted Limited
Partner) who makes a Capital Contribution to the Partnership in accordance with
this Agreement shall be admitted to the Partnership as an Additional Limited
Partner only upon furnishing to the Board of Supervisors (i) evidence of
acceptance in form satisfactory to the Board of Supervisors of all of the terms
and conditions of this Agreement, including the granting of the power of
attorney granted in Section 2.6, and (ii) such other documents or instruments
as may be required in the discretion of the Board of Supervisors to effect such
Person's admission as an Additional Limited Partner.

     (b) Notwithstanding anything to the contrary in this Section 10.4, no
Person shall be admitted as an Additional Limited Partner without the consent
of the Board of Supervisors, which consent may be given or withheld in the
Board of Supervisors' discretion. The admission of any Person as an Additional
Limited Partner shall become effective on the date upon which the name of such
Person is recorded as such in the books and records of the Partnership,
following the consent of the Board of Supervisors to such admission.


10.5 AMENDMENT OF AGREEMENT AND CERTIFICATE OF LIMITED PARTNERSHIP.

     To effect the admission to the Partnership of any Partner, the Board of
Supervisors shall take all steps necessary and appropriate under the Delaware
Act to amend the records of the Partnership to reflect such admission and, if
necessary, to prepare as soon as practicable an amendment to this Agreement
and, if required by law, the General Partner shall prepare and file an
amendment to the Certificate of Limited Partnership, and the Chief Executive
Officer and President may for this purpose, among others, exercise the power of
attorney granted pursuant to Section 2.6.


                                   ARTICLE XI
                       WITHDRAWAL OR REMOVAL OF PARTNERS


11.1 WITHDRAWAL OF THE GENERAL PARTNER.

     (a) The General Partner shall be deemed to have withdrawn from the
Partnership upon the occurrence of any one of the following events (each such
event herein referred to as an `Event of Withdrawal'):


                                       43


       (i) the General Partner voluntarily withdraws from the Partnership (of
   which event the General Partner shall give written notice to the other
   Partners) (and it shall be deemed that the General Partner has withdrawn
   pursuant to this Section 11.1(a)(i) if the General Partner voluntarily
   withdraws as general partner of the Operating Partnership);

       (ii) the General Partner transfers all of its rights as General Partner
   pursuant to Section 4.6;

       (iii) the General Partner is removed pursuant to Section 11.2;

       (iv) the General Partner (A) makes a general assignment for the benefit
   of creditors; (B) files a voluntary bankruptcy petition for relief under
   Chapter 7 of the United States Bankruptcy Code; (C) files a petition or
   answer seeking for itself a liquidation, dissolution or similar relief (but
   not a reorganization) under any law; (D) files an answer or other pleading
   admitting or failing to contest the material allegations of a petition
   filed against the General Partner in a proceeding of the type described in
   clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or
   acquiesces in the appointment of a trustee (but not a debtor in
   possession), receiver or liquidator of the General Partner or of all or any
   substantial part of its properties;

       (v) a final and non-appealable order of relief under Chapter 7 of the
   United States Bankruptcy Code is entered by a court with appropriate
   jurisdiction pursuant to a voluntary or involuntary petition by or against
   the General Partner;

       (vi) a certificate of dissolution or its equivalent is filed for the
   General Partner, or 90 days expire after the date of notice to the General
   Partner of revocation of its charter without a reinstatement of its
   charter, under the laws of its state of incorporation or formation; or

       (vii) (A) in the event the General Partner is a corporation, a
   certificate of dissolution or its equivalent is filed for the General
   Partner, or 90 days expire after the date of notice to the General Partner
   of revocation of its charter without a reinstatement of its charter, under
   the laws of its state of incorporation; (B) in the event the General
   Partner is a partnership or limited liability company, the dissolution and
   commencement of winding up of the General Partner; (C) in the event
   the General Partner is acting in such capacity by virtue of being a trustee
   of a trust, the termination of the trust; (D) in the event the General
   Partner is a natural person, his death or adjudication of incompetency; and
   (E) otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv), (v), (vi) or
(vii)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give
notice to the Limited Partners within 30 days after such occurrence. The
Partners hereby agree that only the Events of Withdrawal described in this
Section 11.1 shall result in the withdrawal of the General Partner from the
Partnership.

     (b) Withdrawal of the General Partner from the Partnership upon the
occurrence of an Event of Withdrawal shall not constitute a breach of this
Agreement under the following circumstances: (i) at any time during the period
beginning on March 5, 1996 and ending at 12:00 midnight, Eastern Standard Time,
on September 30, 2006, the General Partner voluntarily withdraws; provided that
prior to the effective date of such withdrawal, the withdrawal is approved by
Unitholders holding at least a majority of the Outstanding Common Units and the
General Partner delivers to the Partnership an Opinion of Counsel (`Withdrawal
Opinion of Counsel') that such withdrawal (following the selection of the
successor General Partner) would not result in the loss of the limited
liability of any Limited Partner or of a limited partner of the Operating
Partnership or cause the Partnership or the Operating Partnership to be treated
as an association taxable as a corporation or otherwise to be taxed as an
entity for federal income tax purposes; (ii) at any time after 12:00 midnight,
Eastern Standard Time, on September 30, 2006, the General Partner voluntarily
withdraws by giving at least 90 days' advance notice to the Limited Partners,
such withdrawal to take effect on the date specified in such notice; (iii) at
any time that the General Partner ceases to be the General Partner pursuant to
Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv)
notwithstanding clause (i) of this sentence, at any time that the General
Partner voluntarily withdraws by giving at least 90 days' advance notice of its
intention to withdraw to the Limited Partners, such withdrawal to take effect
on the date specified in the notice, if at the time such notice is given one
Person and its Affiliates (other than the General Partner and its Affiliates)
own beneficially or of record or control at least 50% of the Outstanding Common
Units. The withdrawal of the General Partner from the


                                       44


Partnership upon the occurrence of an Event of Withdrawal shall also constitute
the withdrawal of the General Partner as general partner of the other Group
Members for which it acts as general partner. If the General Partner gives a
notice of withdrawal pursuant to Section 11.1(a)(i), the holders of at least a
majority of the Outstanding Common Units, may, prior to the effective date of
such withdrawal, elect a successor General Partner. The Person so elected as
successor General Partner shall automatically become the successor general
partner of the other Group Members, and is hereby authorized to, and shall,
continue the business of the Partnership and the other Group Members without
dissolution. If prior to the effective date of the General Partner's
withdrawal, a successor is not selected by the Limited Partners as provided
herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the
Partnership shall be dissolved in accordance with and subject to Section 12.1.
Any successor General Partner elected in accordance with the terms of this
Section 11.1 shall be subject to the provisions of Section 10.3.


11.2 REMOVAL OF THE GENERAL PARTNER.

     The General Partner may be removed (i) if such removal is approved by the
holders of at least a majority of the Outstanding Common Units; provided,
however, that the Limited Partner Interests held by a General Partner shall not
be voted on or considered for purposes of this Section 11.2 or (ii) by the
Board of Supervisors if the General Partner or its members fail to transfer
their interests as required by Section 4.6(b). Any such action by such holders
for removal of the General Partner must also provide for the election of a
successor General Partner by the holders of at least a majority of the
Outstanding Common Units. Such removal shall be effective immediately following
the admission of a successor General Partner pursuant to Section 10.3. The
removal of the General Partner shall also automatically constitute the removal
of the General Partner as general partner of the other Group Members for which
it acts as general partner. If a Person is elected as a successor General
Partner in accordance with the terms of this Section 11.2, such Person shall,
upon admission pursuant to Section 10.3, automatically become the successor
general partner of the other Group Members, and is hereby authorized to, and
shall, continue the business of the Partnership and the other Group Members
without dissolution. The right of the holders of Outstanding Common Units to
remove the General Partner shall not exist or be exercised unless the
Partnership has received an opinion as to the matters covered by a Withdrawal
Opinion of Counsel. Any successor General Partner elected in accordance with
the terms of this Section 11.2 shall be subject to the provisions of Section
10.3.


11.3 INTEREST OF DEPARTING PARTNER AND SUCCESSOR GENERAL PARTNER; DELEGATION OF
     AUTHORITY TO THE BOARD OF SUPERVISORS BY SUCCESSOR GENERAL PARTNER.

     (a) In the event of (i) withdrawal of the General Partner under
circumstances where such withdrawal does not violate this Agreement, (ii)
removal of the General Partner by the holders of Outstanding Common Units or by
the Board of Supervisors pursuant to Section 11.2, if a successor General
Partner is elected in accordance with the terms of Section 11.1 or 11.2, the
successor shall purchase from the Departing Partner its General Partner
Interest and its partnership interest as the general partner in the other Group
Members, if applicable, for consideration of $10.

     (b) [Deleted.]

     (c) [Deleted.]

     (d) Any successor General Partner will be deemed to have delegated
irrevocably to the Board of Supervisors all management powers over the business
and affairs of the Partnership to the same extent that the General Partner
delegated such management powers to the Board of Supervisors pursuant to
Section 7.1 of this Agreement.


11.4 [Deleted.]


11.5 WITHDRAWAL OF LIMITED PARTNERS.

     No Limited Partner shall have any right to withdraw from the Partnership;
provided, however, that when a transferee of a Limited Partner's Common Units
becomes a Record Holder of the Common Units so transferred, such transferring
Limited Partner shall cease to be a Limited Partner with respect to the Common
Units so transferred.


                                       45


                                  ARTICLE XII
                          DISSOLUTION AND LIQUIDATION


12.1 DISSOLUTION.

     The Partnership shall not be dissolved by the admission of Substituted
Limited Partners or Additional Limited Partners or by the admission of a
successor General Partner in accordance with the terms of this Agreement. Upon
the removal or withdrawal of the General Partner, if a successor General
Partner is elected pursuant to Sections 10.3, 11.1, 11.2 or this Section 12.1,
the Partnership shall not be dissolved and such successor General Partner is
hereby authorized to and shall continue the business of the Partnership. The
Partnership shall dissolve, and its affairs shall be wound up, upon:

     (a) the expiration of its term as provided in Section 2.7;

     (b) an Event of Withdrawal of the General Partner as provided in Section
11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and an
Opinion of Counsel is received as provided in Section 11.1(b) or 11.2 and such
successor is admitted to the Partnership pursuant to Section 10.3, or for
Events of Withdrawal of the General Partner for which the appointment of a
successor General Partner is not provided for hereunder, unless the Partnership
is continued without dissolution in accordance with the Delaware Act;

     (c) an election to dissolve the Partnership by the General Partner that is
approved by the holders of at least a majority of the Outstanding Common Units;


     (d) the entry of a decree of judicial dissolution of the Partnership
pursuant to the provisions of the Delaware Act;

     (e) the sale of all or substantially all of the assets and properties of
the Partnership Group; or

     (f) at any time that there are no limited partners of the Partnership,
unless the Partnership is continued without dissolution pursuant to the
Delaware Act.


12.2 [DELETED].


12.3 LIQUIDATOR.

     Upon dissolution of the Partnership, the Board of Supervisors shall select
one or more Persons to act as Liquidator. The Liquidator shall be entitled to
receive such compensation for its services as may be approved by holders of at
least a majority of the Outstanding Common Units. The Liquidator shall agree
not to resign at any time without 15 days' prior notice and may be removed at
any time, with or without cause, by notice of removal approved by holders of at
least a majority of the Outstanding Common Units. Upon dissolution, removal or
resignation of the Liquidator, a successor and substitute Liquidator (who shall
have and succeed to all rights, powers and duties of the original Liquidator)
shall within 30 days thereafter be approved by holders of at least a majority
of the Outstanding Common Units. The right to approve a successor or substitute
Liquidator in the manner provided herein shall be deemed to refer also to any
such successor or substitute Liquidator approved in the manner herein provided.
Except as expressly provided in this Article XII, the Liquidator approved in
the manner provided herein shall have and may exercise, without further
authorization or consent of any of the parties hereto, all of the powers
conferred upon the Board of Supervisors under the terms of this Agreement (but
subject to all of the applicable limitations, contractual and otherwise, upon
the exercise of such powers, other than the limitation on sale set forth in
Section 7.10(a)) to the extent necessary or desirable in the good faith
judgment of the Liquidator to carry out the duties and functions of the
Liquidator hereunder for and during such period of time as shall be reasonably
required in the good faith judgment of the Liquidator to complete the winding
up and liquidation of the Partnership as provided for herein.


12.4 LIQUIDATION.

     The Liquidator shall proceed to dispose of the assets of the Partnership,
discharge its liabilities, and otherwise wind up its affairs in such manner and
over such period as the Liquidator determines to be in the best interest of the
Partners, subject to Section 17-804 of the Delaware Act and the following:


                                       46


     (a) Disposition of Assets. The assets may be disposed of by public or
private sale or by distribution in kind to one or more Partners on such terms
as the Liquidator and such Partner or Partners may agree. If any property is
distributed in kind, the Partner receiving the property shall be deemed for
purposes of Section 12.4(c) to have received cash equal to its fair market
value; and contemporaneously therewith, appropriate cash distributions must be
made to the other Partners. Under certain circumstances and subject to certain
limitations, the Liquidator may defer liquidation or distribution of the
Partnership's assets for a reasonable time or distribute assets to the Partners
in kind if it determines that a sale would be impractical or would cause undue
loss to the Partners.

     (b) Discharge of Liabilities. Liabilities of the Partnership include
amounts owed to Partners otherwise than in respect of their distribution rights
under Article VI. With respect to any liability that is contingent or is
otherwise not yet due and payable, the Liquidator shall either settle such
claim for such amount as it thinks appropriate or establish a reserve of cash
or other assets to provide for its payment. When paid, any unused portion of
the reserve shall be distributed as additional liquidation proceeds.

     (c) Liquidation Distributions. All property and all cash in excess of that
required to discharge liabilities as provided in Section 12.4(b) shall be
distributed to the Partners in accordance with, and to the extent of, the
positive balances in their respective Capital Accounts, as determined after
taking into account all Capital Account adjustments (other than those made by
reason of distributions pursuant to this Section 12.4(c)) for the taxable year
of the Partnership during which the liquidation of the Partnership occurs (with
such date of occurrence being determined pursuant to Treasury Regulation,
Section 1.704-1(b)(2)(ii)(g)), and such distribution shall be made by the end
of such taxable year (or, if later, within 90 days after said date of such
occurrence).


12.5 CANCELLATION OF CERTIFICATE OF LIMITED PARTNERSHIP.

     Upon the completion of the distribution of Partnership cash and property
as provided in Section 12.4 in connection with the liquidation of the
Partnership, the Certificate of Limited Partnership and all qualifications of
the Partnership as a foreign limited partnership in jurisdictions other than
the State of Delaware shall be canceled and such other actions as may be
necessary to terminate the Partnership shall be taken.


12.6 RETURN OF CAPITAL CONTRIBUTIONS.

     The General Partner shall not be personally liable for, and shall have no
obligation to contribute or loan any monies or property to the Partnership to
enable it to effectuate, the return of the Capital Contributions of the Limited
Partners, or any portion thereof, it being expressly understood that any such
return shall be made solely from Partnership assets.


12.7 WAIVER OF PARTITION.

     To the maximum extent permitted by law, each Partner hereby waives any
right to partition of the Partnership property.


12.8 CAPITAL ACCOUNT RESTORATION.

     No Limited Partner shall have any obligation to restore any negative
balance in its Capital Account upon liquidation of the Partnership. The General
Partner shall be obligated to restore any negative balance in its Capital
Account upon liquidation of its interest in the Partnership by the end of the
taxable year of the Partnership during which such liquidation occurs, or, if
later, within 90 days after the date of such liquidation.


                                  ARTICLE XIII
           AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE


13.1 AMENDMENT TO BE ADOPTED SOLELY BY THE BOARD OF SUPERVISORS.

     Each Limited Partner and the General Partner agree that the Board of
Supervisors, without the approval of any Partner or Assignee, may amend any
provision of this Agreement, and may authorize any


                                       47


Officer (pursuant to the powers of attorney granted in Section 2.6) to execute,
swear to, acknowledge, deliver, file and record whatever documents may be
required in connection therewith, to reflect:

     (a) a change in the name of the Partnership, the location of the principal
place of business of the Partnership, the registered agent of the Partnership
or the registered office of the Partnership;

     (b) admission, substitution, withdrawal or removal of Partners in
accordance with this Agreement;

     (c) a change that, in the discretion of the Board of Supervisors, is
necessary or advisable to qualify or continue the qualification of the
Partnership as a limited partnership or a partnership in which the Limited
Partners have limited liability under the laws of any state or to ensure that
neither the Partnership nor the Operating Partnership will be treated as an
association taxable as a corporation or otherwise taxed as an entity for
federal income tax purposes;

     (d) a change that, in the discretion of the Board of Supervisors, (i) does
not adversely affect the Limited Partners in any material respect, (ii) is
necessary or advisable to (A) satisfy any requirements, conditions or
guidelines contained in any opinion, directive, order, ruling or regulation of
any federal or state agency or judicial authority or contained in any federal
or state statute (including the Delaware Act) or (B) facilitate the trading of
the Units (including the division of Outstanding Units into different classes
to facilitate uniformity of tax consequences within such classes of Units) or
comply with any rule, regulation, guideline or requirement of any National
Securities Exchange on which the Units are or will be listed for trading,
compliance with any of which the Board of Supervisors determines in its
discretion to be in the best interests of the Partnership and the Limited
Partners, (iii) is necessary or advisable in connection with action taken by
the Partnership pursuant to Section 5.10, or (iv) is required to effect the
intent expressed in the Proxy Statement or the intent of the provisions of this
Agreement or is otherwise contemplated by this Agreement;

     (e) a change in the fiscal year or taxable year of the Partnership and any
changes that, in the discretion of the Board of Supervisors, are necessary or
advisable as a result of a change in the fiscal year or taxable year of the
Partnership including, if the Board of Supervisors shall so determine, a change
in the definition of `Quarter' and the dates on which distributions are to be
made by the Partnership;

     (f) an amendment that is necessary, in the Opinion of Counsel, to prevent
the Partnership or the members of the Board of Supervisors or the Officers, or
the General Partner or its directors, officers, trustees or agents from in any
manner being subjected to the provisions of the Investment Company Act of 1940,
as amended, the Investment Advisers Act of 1940, as amended, or `plan asset'
regulations adopted under the Employee Retirement Income Security Act of 1974,
as amended, regardless of whether such are substantially similar to plan asset
regulations currently applied or proposed by the United States Department of
Labor;

     (g) an amendment that, in the discretion of the Board of Supervisors, is
necessary or advisable in connection with the authorization of issuance of any
class or series of Partnership Securities pursuant to Section 5.6;

     (h) any amendment expressly permitted in this Agreement to be made by the
Board of Supervisors acting alone;

     (i) an amendment effected, necessitated or contemplated by a Merger
Agreement approved in accordance with Section 14.3;

     (j) an amendment that, in the discretion of the Board of Supervisors, is
necessary or advisable to reflect, account for and deal with appropriately the
formation by the Partnership of, or investment by the Partnership in, any
corporation, partnership, joint venture, limited liability company or other
entity other than the Operating Partnership, in connection with the conduct by
the Partnership of activities permitted by the terms of Section 2.4;

     (k) an amendment that, in the discretion of the Board of Supervisors, is
necessary or advisable to effect or continue the irrevocable delegation by the
General Partner to the Board of Supervisors of all management powers over the
business and affairs of the Partnership; or

     (l) any other amendments substantially similar to the foregoing.

                                       48


13.2 AMENDMENT PROCEDURES.

     Except as provided in Sections 13.1 and 13.3, all amendments to this
Agreement shall be made in accordance with the following requirements.
Amendments to this Agreement may be proposed only by or with the consent of the
Board of Supervisors. A proposed amendment shall be effective upon its approval
by the holders of at least a majority of the Outstanding Common Units, unless a
greater or different percentage is required under this Agreement or by Delaware
law. Amendments to, or actions to repeal or adopt provisions inconsistent with
Section 7.3 (other than the first sentence thereof), Section 14.6 and the
definitions in Section 1.1 to the extent used therein, shall require the
approval of the holders of at least sixty-six and two-thirds percent (662/3%)
of the Outstanding Common Units. Each proposed amendment that requires the
approval of the holders of a specified percentage of Outstanding Units shall be
set forth in a writing that contains the text of the proposed amendment. If
such an amendment is proposed, the Board of Supervisors shall seek the written
approval of the requisite percentage of Outstanding Common Units or call a
meeting of the Limited Partners to consider and vote on such proposed
amendment. The Board of Supervisors shall notify all Record Holders upon final
adoption of any such proposed amendments.


13.3 AMENDMENT REQUIREMENTS.

     (a) Notwithstanding the provisions of Sections 13.1 and 13.2, no
provisions of this Agreement that establishes a percentage of Outstanding
Common Units required to take any action shall be amended, altered, changed,
repealed or rescinded in any respect that would have the effect of reducing
such voting percentage unless such amendment is approved by the written consent
or the affirmative vote of holders of Outstanding Common Units whose aggregate
Outstanding Common Units constitute not less than the voting requirement sought
to be reduced.

     (b) Notwithstanding the provisions of Sections 13.1 and 13.2, no amendment
to this Agreement may (i) enlarge the obligations of any Limited Partner
without its consent, unless such shall be deemed to have occurred as a result
of an amendment approved pursuant to Section 13.3(c), (ii) enlarge the
obligations of, restrict in any way any action by or rights of, or reduce in
any way the amounts distributable, reimbursable or otherwise payable to the
General Partner or any of its Affiliates without its consent, which may be
given or withheld in its sole discretion, (iii) change Section 12.1(a) or (c),
or (iv) change the term of the Partnership or, except as set forth in Section
12.1(c), give any Person the right to dissolve the Partnership.

     (c) Except as provided in Section 14.3, and except as otherwise provided,
and without limitation of the Board of Supervisor's authority to adopt
amendments to this Agreement as contemplated in Section 13.1, any amendment
that would have a material adverse effect on the rights or preferences of any
class of Partnership Interests in relation to other classes of Partnership
Interests must be approved by the holders of not less than a majority of the
Partnership Interests of the class affected.

     (d) Notwithstanding any other provision of this Agreement, except for
amendments pursuant to Section 7.10(a) or 13.1 and except as otherwise provided
by Section 14.3(b), no amendments shall become effective without the approval
of the holders of at least 90% of the Outstanding Common Units unless the
Partnership obtains an Opinion of Counsel to the effect that such amendment
will not affect the limited liability of any Limited Partner or any limited
partner of the other Group Members under applicable law.

     (e) This Section 13.3 shall only be amended with the approval of the
holders of at least 90% of the Outstanding Common Units.


13.4 TRI-ANNUAL AND SPECIAL MEETINGS.

     All acts of Limited Partners to be taken pursuant to this Agreement shall
be taken in the manner provided in this Article XIII and, in the case of
Tri-Annual Meetings, in the manner provided in Sections 7.2(a)(i) and 7.3 and
this Article XIII. Tri-Annual Meetings to elect the Supervisors and to transact
such other business as may be properly brought before the Tri-Annual Meeting
shall be held on such date and at such time and place as the Board of
Supervisors may specify in the notice of the meeting, which shall be delivered
to each Limited Partner at least 10 and not more than 60 days prior to such
meeting. Special


                                       49


meetings of the Limited Partners may be called by the Board of Supervisors or
by Limited Partners owning 20% or more of the Outstanding Common Units of the
class or classes for which a meeting is proposed. Limited Partners shall call a
special meeting by delivering to the Board of Supervisors one or more requests
in writing stating that the signing Limited Partners wish to call a special
meeting and indicating the general or specific purposes for which the special
meeting is to be called. Within 60 days after receipt of such a call from
Limited Partners or within such greater time as may be reasonably necessary for
the Partnership to comply with any statutes, rules, regulations, listing
agreements or similar requirements governing the holding of a meeting or the
solicitation of proxies for use at such a meeting, the Board of Supervisors
shall send a notice of the meeting to the Limited Partners either directly or
indirectly through the Transfer Agent. A meeting shall be held at a time and
place determined by the Board of Supervisors on a date not less than 10 days
nor more than 60 days after the mailing of notice of the meeting. The Chairman
of the Board of Supervisors, if any, and if present and acting, shall preside
at all meetings of the Limited Partners. In the absence of the Chairman of the
Board of Supervisors, the Chief Executive Officer, as chosen by the Board of
Supervisors, shall preside, and in their absence, the President shall preside.
Limited Partners shall not vote on matters that would cause the Limited
Partners to be deemed to be taking part in the management and control of the
business and affairs of the Partnership so as to jeopardize the Limited
Partners' limited liability under the Delaware Act or the law of any other
state in which the Partnership is qualified to do business.


13.5 NOTICE OF A MEETING.

     Notice of a meeting called pursuant to Section 13.4 shall be given to the
Record Holders in writing by mail or other means of written communication in
accordance with Section 16.1. The notice shall be deemed to have been given at
the time when deposited in the mail or sent by other means of written
communication.


13.6 RECORD DATE.

     For purposes of determining the Limited Partners entitled to notice of or
to vote at a meeting of the Limited Partners or to give approvals without a
meeting as provided in Section 13.11, the Board of Supervisors may set a Record
Date, which shall not be less than 10 nor more than 60 days before (a) the date
of the meeting (unless such requirement conflicts with any rule, regulation,
guideline or requirement of any National Securities Exchange on which the Units
are listed for trading, in which case the rule, regulation, guideline or
requirement of such exchange shall govern) or (b) in the event that approvals
are sought without a meeting, the date by which Limited Partners are requested
in writing by the Board of Supervisors to give such approval.


13.7 ADJOURNMENT.

     When a meeting is adjourned to another time or place, notice need not be
given of the adjourned meeting and a new Record Date need not be fixed, if the
time and place thereof are announced at the meeting at which the adjournment is
taken, unless such adjournment shall be for more than 45 days. At the adjourned
meeting, the Partnership may transact any business which might have been
transacted at the original meeting. If the adjournment is for more than 45 days
or if a new Record Date is fixed for the adjourned meeting, a notice of the
adjourned meeting shall be given in accordance with this Article XIII.


13.8 WAIVER OF NOTICE; APPROVAL OF MEETING; APPROVAL OF MINUTES.

     The transactions of any meeting of Limited Partners, however called and
noticed, and whenever held, shall be as valid as if occurred at a meeting duly
held after regular call and notice, if a quorum is present either in person or
by proxy, and if, either before or after the meeting, Limited Partners
representing such quorum who were present in person or by proxy and entitled to
vote, sign a written waiver of notice or an approval of the holding of the
meeting or an approval of the minutes thereof. All waivers and approvals shall
be filed with the Partnership records or made a part of the minutes of the
meeting. Attendance of a Limited Partner at a meeting shall constitute a waiver
of notice of the meeting, except when the Partner does not approve, at the
beginning of the meeting, of the transaction of any business


                                       50


because the meeting is not lawfully called or convened; and except that
attendance at a meeting is not a waiver of any right to disapprove the
consideration of matters required to be included in the notice of the meeting,
but not so included, if the disapproval is expressly made at the meeting.


13.9 QUORUM.

     The holders of a majority of the Outstanding Units of the class or classes
for which a meeting has been called represented in person or by proxy shall
constitute a quorum at a meeting of Limited Partners of such class or classes
unless any such action by the Limited Partners requires approval by holders of
a greater percentage of such Units, in which case the quorum shall be such
greater percentage (excluding, in either case, if such are to be excluded from
the vote, Outstanding Units owned by the General Partner and its Affiliates).
At any meeting of the Limited Partners duly called and held in accordance with
this Agreement at which a quorum is present, the act of Limited Partners
holding Outstanding Units that in the aggregate represent a majority of the
Outstanding Units entitled to vote and be present in person or by proxy at such
meeting shall be deemed to constitute the act of all Limited Partners, unless a
greater or different percentage is required with respect to such action under
the provisions of this Agreement, in which case the act of the Limited Partners
holding Outstanding Units that in the aggregate represent at least such greater
or different percentage shall be required. The Limited Partners present at a
duly called or held meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
Limited Partners to leave less than a quorum, if any action taken (other than
adjournment) is approved by the required percentage of Outstanding Units
specified in this Agreement. In the absence of a quorum any meeting of Limited
Partners may be adjourned from time to time by the affirmative vote of holders
of at least a majority of the Outstanding Units represented either in person or
by proxy, but no other business may be transacted, except as provided in
Section 13.7.


13.10 CONDUCT OF A MEETING.

     The Chairman of the Board of Supervisors, or in his absence, the Vice
Chairman or, in his absence, the Chief Executive Officer, or in his absence,
the President, or in his absence, any Vice President, shall have full power and
authority concerning the manner of conducting any meeting of the Limited
Partners or solicitation of approvals in writing, including the determination
of Persons entitled to vote, the existence of a quorum, the satisfaction of the
requirements of Section 13.4, the conduct of voting, the validity and effect of
any proxies and the determination of any controversies, votes or challenges
arising in connection with or during the meeting or voting. The presiding
Officer shall designate a Person to take the minutes of any meeting. All
minutes shall be kept with the records of the Partnership maintained by the
Board of Supervisors. The Board of Supervisors may make such other regulations
consistent with applicable law and this Agreement as it may deem advisable
concerning the conduct of any meeting of the Limited Partners or solicitation
of approvals in writing, including regulations in regard to the appointment of
proxies, the appointment and duties of inspectors of votes and approvals, the
submission and examination of proxies and other evidence of the right to vote,
and the revocation of approvals in writing.


13.11 ACTION WITHOUT A MEETING.

     If authorized by the Board of Supervisors, any action that may be taken at
a meeting of the Limited Partners may be taken without a meeting if an approval
in writing setting forth the action so taken is signed by Partners owning not
less than the minimum percentage of the Outstanding Units that would be
necessary to authorize or take such action at a meeting at which all the
Limited Partners were present and voted (unless such provision conflicts with
any rule, regular guideline or requirement of any National Securities Exchange
on which the Units are listed for trading, in which case the rule, regulation,
guideline or requirement of such exchange shall govern). Prompt notice of the
taking of action without a meeting shall be given to the Limited Partners who
have not approved in writing. The Board of Supervisors may specify that any
written ballot submitted to Limited Partners for the purpose of taking any
action without a meeting shall be returned to the Partnership within the time
period, which shall be not less than 20 days, specified by the Board of
Supervisors. If a ballot returned to the Partnership does not vote all of the
Units held by the Limited Partner, the Partnership shall be deemed to have
failed to receive a ballot for the


                                       51


Units that were not voted. If approval of the taking of any action by the
Limited Partners is solicited by any Person other than by or on behalf of the
Board of Supervisors, the written approvals shall have no force and effect
unless and until (a) they are deposited with the Partnership in care of the
Board of Supervisors, (b) approvals sufficient to take the action proposed are
dated as of a date not more than 90 days prior to the date sufficient approvals
are deposited with the Partnership and (c) an Opinion of Counsel is delivered
to the Board of Supervisors to the effect that the exercise of such right and
the action proposed to be taken with respect to any particular matter (i) will
not cause the Limited Partners to be deemed to be taking part in the management
and control of the business and affairs of the Partnership so as to jeopardize
the Limited Partners' limited liability, and (ii) is otherwise permissible
under the state statutes then governing the rights, duties and liabilities of
the Partnership and the Partners.


13.12 VOTING AND OTHER RIGHTS.

     (a) Only those Record Holders of the Units on the Record Date set pursuant
to Section 13.6 shall be entitled to notice of, and to vote at, a meeting of
Limited Partners or to act with respect to matters as to which the holders of
the Outstanding Units have the right to vote or to act. All references in this
Agreement to votes of, or other acts that may be taken by, the Outstanding
Units shall be deemed to be references to the votes or acts of the Record
Holders of such Outstanding Units.

     (b) With respect to Units that are held for a Person's account by another
Person (such as a broker, dealer, bank, trust company or clearing corporation,
or an agent of any of the foregoing), in whose name such Units are registered,
such other Person shall, in exercising the voting rights in respect of such
Units on any matter, and unless the arrangement between such Persons provides
otherwise, vote such Units in favor of, and at the direction of, the Person who
is the beneficial owner, and the Partnership shall be entitled to assume it is
so acting without further inquiry. The provisions of this Section 13.12(b) (as
well as all other provisions of this Agreement) are subject to the provisions
of Section 4.3.


                                  ARTICLE XIV
         MERGERS AND BUSINESS COMBINATIONS WITH INTERESTED UNITHOLDERS


14.1 AUTHORITY.

     The Partnership may merge or consolidate with one or more corporations,
statutory trusts, business trusts or associations, real estate investment
trusts, common law trusts or unincorporated businesses, including a general
partnership, limited partnership, limited liability limited partnership,
limited liability company or limited liability partnership formed under the
laws of the State of Delaware or any other state of the United States of
America, pursuant to a written agreement of merger or consolidation (`Merger
Agreement') in accordance with this Article XIV.


14.2 PROCEDURE FOR MERGER OR CONSOLIDATION.

     Merger or consolidation of the Partnership pursuant to this Article XIV
requires the prior approval of the Board of Supervisors. If the Board of
Supervisors shall determine, in the exercise of its discretion, to consent to
the merger or consolidation, the Board of Supervisors shall approve the Merger
Agreement, which shall set forth:

     (a) The names and jurisdictions of formation or organization of each of
the business entities proposing to merge or consolidate;

     (b) The name and jurisdictions of formation or organization of the
business entity that is to survive the proposed merger or consolidation (the
`Surviving Business Entity');

     (c) The terms and conditions of the proposed merger or consolidation;

     (d) The manner and basis of exchanging or converting the equity securities
of each constituent business entity for, or into, cash, property or general or
limited partner interests, rights, securities or obligations of the Surviving
Business Entity; and (i) if any general or limited partner interests,
securities or rights of any constituent business entity are not to be exchanged
or converted solely for, or into, cash,


                                       52


property or general or limited partner interests, rights, securities or
obligations of the Surviving Business Entity, the cash, property or general or
limited partner interests, rights, securities or obligations of any limited
partnership, corporation, trust or other entity (other than the Surviving
Business Entity) which the holders of such general or limited partner
interests, securities or rights are to receive in exchange for, or upon
conversion of their general or limited partner interests, securities or rights,
and (ii) in the case of securities represented by certificates, upon the
surrender of such certificates, which cash, property or general or limited
partner interests, rights, securities or obligations of the Surviving Business
Entity or any general or limited partnership, corporation, trust or other
entity (other than the Surviving Business Entity), or evidences thereof, are to
be delivered;

     (e) A statement of any changes in the constituent documents or the
adoption of new constituent documents (the articles or certificate of
incorporation, articles of trust, declaration of trust, certificate or
agreement of limited partnership, certificate of formation or agreement of
limited liability company or other similar charter or governing document) of
the Surviving Business Entity to be effected by such merger or consolidation;

     (f) The effective time of the merger, which may be the date of the filing
of the certificate of merger pursuant to Section 14.4 or a later date specified
in or determinable in accordance with the Merger Agreement (provided, that if
the effective time of the merger is to be later than the date of the filing of
the certificate of merger, the effective time shall be specified in the
certificate of merger); and

     (g) Such other provisions with respect to the proposed merger or
consolidation as are deemed necessary or appropriate by the Board of
Supervisors.


14.3 APPROVAL BY LIMITED PARTNERS OF MERGER OR CONSOLIDATION.

     (a) The Board of Supervisors, upon its approval of the Merger Agreement,
shall direct that the Merger Agreement and the merger or consolidation
contemplated thereby, be submitted to a vote of Limited Partners, whether at a
special meeting or by written consent, in either case in accordance with the
requirements of Article XIII. A copy or a summary of the Merger Agreement shall
be included in or enclosed with the notice of a special meeting or the written
consent.

     (b) Except as otherwise provided by Section 14.6, the Merger Agreement and
the merger or consolidation contemplated thereby shall be approved upon
receiving the affirmative vote or consent of the holders of at least a majority
of the Outstanding Common Units unless the Merger Agreement contains any
provision that, if contained in an amendment to this Agreement, the provisions
of this Agreement or the Delaware Act would require the vote or consent of a
greater percentage of the Outstanding Common Units or of any class of Limited
Partners, in which case such greater percentage vote or consent shall be
required for approval of the Merger Agreement and the merger or consolidation
contemplated thereby.

     (c) After such approval by vote or consent of the Limited Partners, and at
any time prior to the filing of the certificate of merger pursuant to Section
14.4, the merger or consolidation may be abandoned pursuant to provisions
therefor, if any, set forth in the Merger Agreement.


14.4 CERTIFICATE OF MERGER.

     Upon the required approval by the Board of Supervisors and the Limited
Partners of a Merger Agreement, a certificate of merger shall be executed and
filed with the Secretary of State of the State of Delaware in conformity with
the requirements of the Delaware Act.


14.5 EFFECT OF MERGER.

     (a) At the effective time of the certificate of merger:

       (i) all of the rights, privileges and powers of each of the business
   entities that has merged or consolidated, and all property, real, personal
   and mixed, and all debts due to any of those business entities and all
   other things and causes of action belonging to each of those business
   entities shall be vested in the Surviving Business Entity and after the
   merger or consolidation shall be the property of the Surviving Business
   Entity to the extent they were of each constituent business entity;


                                       53


       (ii) the title to any real property vested by deed or otherwise in any
   of those constituent business entities shall not revert and is not in
   anyway impaired because of the merger or consolidation;

       (iii) all rights of creditors and all liens on or security interests in
   property of any of those constituent business entities shall be preserved
   unimpaired; and

       (iv) all debts, liabilities and duties of those constituent business
   entities shall attach to the Surviving Business Entity, and may be enforced
   against it to the same extent as if the debts, liabilities and duties had
   been incurred or contracted by it.

     (b) A merger or consolidation effected pursuant to this Article shall not
be deemed to result in a transfer or assignment of assets or liabilities from
one entity to another.


14.6 BUSINESS COMBINATIONS WITH INTERESTED UNITHOLDERS.

     (a) The approval of the Board of Supervisors and the affirmative vote at a
Tri-Annual Meeting or special meeting of the holders of at least sixty-six and
two-thirds percent (662/3%) of the Outstanding Common Units (excluding
Partnership Interests Beneficially Owned by an Interested Unitholder or any
Affiliate or Associate of an Interested Unitholder) shall be required to
approve any Business Combination.

     (b) The Board of Supervisors shall have the power and duty to determine,
on the basis of information known to them after reasonable inquiry, all facts
necessary to determine compliance with this Section 14.6, including, without
limitation, (a) whether a Person is an Interested Shareholder, (b) the number
of Units or other Partnership Interests Beneficially Owned by any Person, (c)
whether a Person is an Affiliate or Associate of another, and (d) the fair
market value of the Partnership Securities or securities of any Subsidiary of
the Partnership, and the good faith determination of the Board of Supervisors
on such matters shall be conclusive and binding for all the purposes of this
Section 14.6.


                                   ARTICLE XV

[DELETED.]


                                  ARTICLE XVI
                               GENERAL PROVISIONS


16.1 ADDRESSES AND NOTICES.

     Any notice, demand, request, report or proxy materials required or
permitted to be given or made to a Partner or Assignee under this Agreement
shall be in writing and shall be deemed given or made when delivered in person
or when sent by first class United States mail or by other means of written
communication to the Partner or Assignee at the address described below. Any
notice, payment or report to be given or made to a Partner or Assignee
hereunder shall be deemed conclusively to have been given or made, and the
obligation to give such notice or report or to make such payment shall be
deemed conclusively to have been fully satisfied, upon sending of such notice,
payment or report to the Record Holder of such Unit at his address as shown on
the records of the Transfer Agent or as otherwise shown on the records of the
Partnership, regardless of any claim of any Person who may have an interest in
such Unit or the Partnership Interest of a General Partner by reason of any
assignment or otherwise. An affidavit or certificate of making of any notice,
payment or report in accordance with the provisions of this Section 16.1
executed by the Board of Supervisors, the Transfer Agent or the mailing
organization shall be prima facie evidence of the giving or making of such
notice, payment or report. If any notice, payment or report addressed to a
Record Holder at the address of such Record Holder appearing on the books and
records of the Transfer Agent or the Partnership is returned by the United
States Postal Service marked to indicate that the United States Postal Service
is unable to deliver it, such notice, payment or report and any subsequent
notices, payments and reports shall be deemed to have been duly given or made
without further mailing (until such time as such Record Holder or another
Person notifies the Transfer Agent or the Partnership of a change in his
address) if they are available for the Partner or Assignee at the principal


                                       54


office of the Partnership for a period of one year from the date of the giving
or making of such notice, payment or report to the other Partners and
Assignees. Any notice to the Partnership shall be deemed given if received by
the General Partner at the principal office of the Partnership designated
pursuant to Section 2.3. The Board of Supervisors may rely and shall be
protected in relying on any notice or other document from a Partner, Assignee
or other Person if believed by it to be genuine.


16.2 FURTHER ACTION.

     The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or
appropriate to achieve the purposes of this Agreement.


16.3 BINDING EFFECT.

     This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal
representatives and permitted assigns.


16.4 INTEGRATION.

     This Agreement constitutes the entire agreement among the parties hereto
pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto.


16.5 CREDITORS.

     None of the provisions of this Agreement shall be for the benefit of, or
shall be enforceable by, any creditor of the Partnership.


16.6 WAIVER.

     No failure by any party to insist upon the strict performance of any
covenant, duty, agreement or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof shall constitute waiver of any
such breach of any other covenant, duty, agreement or condition.


16.7 COUNTERPARTS.

     This Agreement may be executed in counterparts, all of which together
shall constitute an agreement binding on all the parties hereto,
notwithstanding that all such parties are not signatories to the original or
the same counterpart. Each party shall become bound by this Agreement
immediately upon affixing its signature hereto or, in the case of a Person
acquiring a Unit (other than a General Partner Unit), upon accepting the
Certificate evidencing such Unit or executing and delivering a Transfer
Application as herein described, independently of the signature of any other
party.


16.8 APPLICABLE LAW.

     This Agreement shall be construed in accordance with and governed by the
laws of the State of Delaware, without regard to the principles of conflicts of
law.


16.9 INVALIDITY OF PROVISIONS.

     If any provision of this Agreement is or becomes invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not be affected thereby.


16.10 CONSENT OF PARTNERS.

     Each Partner hereby expressly consents and agrees that, whenever in this
Agreement it is specified that an action may be taken upon the affirmative vote
or consent of less than all of the Partners, such action may be so taken upon
the concurrence of less than all of the Partners and each Partner shall be
bound by the results of such action.


                                       55


     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.




                      GENERAL PARTNER:

                      SUBURBAN ENERGY SERVICES GROUP LLC


                      BY /s/ Mark A. Alexander
                         ------------------------
                         NAME:  Mark A. Alexander
                         TITLE: Member


                      LIMITED PARTNERS

                      All Limited Partners now and hereafter admitted as
                      Limited Partners of the Partnership, pursuant to powers
                      of attorney now and hereafter executed in favor of, and
                      granted and delivered to, the Chief Executive Officer of
                      the Partnership.

                      By: Mark A. Alexander, Chief Executive Officer of
                      Suburban Propane Partners, LP., as attorney-in-fact for
                      all Limited Partners pursuant to the Power of Attorney
                      Granted pursuant to Section 2.6


                      /s/ Mark A. Alexander
                      ---------------------------------------------------------
                      Mark A. Alexander
                      Attorney-in-Fact



                                       56


                       EXHIBIT A TO THE THIRD AMENDED AND
                  RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF
                         SUBURBAN PROPANE PARTNERS, L.P.


                       CERTIFICATE EVIDENCING COMMON UNITS
                     REPRESENTING LIMITED PARTNER INTERESTS
                         SUBURBAN PROPANE PARTNERS, L.P.


No.     Common Units


     In accordance with Section 4.1 of the Third Amended and Restated Agreement
of Limited Partnership of Suburban Propane Partners, L.P., as amended,
supplemented or restated from time to time (the `Partnership Agreement'),
SUBURBAN PROPANE PARTNERS, L.P., a Delaware limited partnership (the
`Partnership'), hereby certifies that     [      ] (the `Holder') is the
registered owner of   [   ] Common Units representing limited partner interests
in the Partnership (the `Common Units') transferable on the books of the
Partnership, in person or by duly authorized attorney, upon surrender of this
Certificate properly endorsed and accompanied by a properly executed
application for transfer of the Common Units represented by this Certificate.
The rights, preferences and limitations of the Common Units are set forth in,
and this Certificate and the Common Units represented hereby are issued and
shall in all respects be subject to the terms and provisions of, the
Partnership Agreement. Copies of the Partnership Agreement are on file at, and
will be furnished without charge on delivery of written request to the
Partnership at, the principal office of the Partnership located at One Suburban
Plaza, 240 Route 10 West, Whippany, New Jersey 07981-0206. Capitalized terms
used herein but not defined shall have the meaning given them in the
Partnership Agreement.


     The Holder, by accepting this Certificate, is deemed to have (i) requested
admission as, and agreed to become, a Limited Partner and to have agreed to
comply with and be bound by and to have executed the Partnership Agreement,
(ii) represented and warranted that the Holder has all right, power and
authority and, if an individual, the capacity necessary to enter into the
Partnership Agreement, (iii) granted the powers of attorney provided for in the
Partnership Agreement and (iv) made the waivers and given the consents and
approvals contained in the Partnership Agreement.


     This Certificate shall not be valid for any purpose unless it has been
countersigned and registered by the Transfer Agent and Registrar. This
Certificate shall be governed by and construed in accordance with the laws of
the State of Delaware.


Dated:                                  SUBURBAN PROPANE PARTNERS, L.P.
      ----------------------------
Countersigned and Registered by:
  Computershare Trust Company, N.A.     By:
  as Transfer Agent and Registrar          -------------------------------------
                                           [Chief Executive Officer] [President]
                                           [Vice President]








By:                                     By:
   -------------------------------          ------------------------------------
   Authorized Signature                     [Secretary] [Assistant Secretary]


                                       57


[REVERSE OF CERTIFICATE]


                                 ABBREVIATIONS


     The following abbreviations, when used in the inscription on the face of
this Certificate, shall be construed as follows according to applicable laws or
regulations:



TEN COM -- as tenants in common                 UNIF GIFT MIN ACT --
TEN ENT --  as tenants by the entireties        ___________ Custodian __________
JT TEN --    as joint tenants with right of     (CUST.)               (MINOR)
       survivorship and not as                  under Uniform Gifts to Minors
       tenants in common                        Act ____________________________
                                                         STATE

   Additional abbreviations, though not in the above list, may also be used.


                           ASSIGNMENT OF COMMON UNITS
                                       IN
                        SUBURBAN PROPANE PARTNERS, L.P.


              IMPORTANT NOTICE REGARDING INVESTOR RESPONSIBILITIES
          DUE TO TAX SHELTER STATUS OF SUBURBAN PROPANE PARTNERS, L.P.


     You have acquired an interest in Suburban Propane Partners, L.P., One
Suburban Plaza, 240 Route 10 West, Whippany, New Jersey 07981-0206, whose
taxpayer identification number is 22-3410353. The Internal Revenue Service has
issued Suburban Propane Partners, L.P. the following tax shelter registration
number:     .


     YOU MUST REPORT THIS REGISTRATION NUMBER TO THE INTERNAL REVENUE SERVICE
IF YOU CLAIM ANY DEDUCTION, LOSS, CREDIT, OR OTHER TAX BENEFIT OR REPORT ANY
INCOME BY REASON OF YOUR INVESTMENT IN SUBURBAN PROPANE PARTNERS, L.P.


     You must report the registration number as well as the name and taxpayer
identification number of SUBURBAN PROPANE PARTNERS, L.P on Form 8271. FORM 8271
MUST BE ATTACHED TO THE RETURN ON WHICH YOU CLAIM THE DEDUCTION, LOSS, CREDIT,
OR OTHER TAX BENEFIT OR REPORT ANY INCOME BY REASON OF YOUR INVESTMENT IN
SUBURBAN PROPANE PARTNERS, L.P.


     If you transfer your interest in Suburban Propane Partners, L.P. to
another Person, you are required by the Internal Revenue Service to keep a list
containing (a) that Person's name, address and taxpayer identification number,
(b) the date on which you transferred the interest and (c) the name, address
and tax shelter registration number of Suburban Propane Partners, LP. If you do
not want to keep such a list, you must (1) send the information specified above
to the Partnership, which will keep the list for this tax shelter, and (2) give
a copy of this notice to the Person to whom you transfer your interest. Your
failure to comply with any of the above-described responsibilities could result
in the imposition of a penalty under Section 6707(b) or 6708(a) of the Internal
Revenue Code of 1986, as amended, unless such failure is shown to be due to
reasonable cause.


ISSUANCE OF A REGISTRATION NUMBER DOES NOT INDICATE THAT THIS INVESTMENT OR THE
CLAIMED TAX BENEFITS HAVE BEEN REVIEWED, EXAMINED, OR APPROVED BY THE INTERNAL
REVENUE SERVICE.


                                       58


     FOR VALUE RECEIVED,                   hereby assigns,


conveys, sells and transfers unto







- ----------------------------------------------   --------------------------------------
 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS       (PLEASE INSERT SOCIAL SECURITY OR
                 OF ASSIGNEE)                    OTHER IDENTIFYING NUMBER OF ASSIGNEE)


     Common Units representing limited partner interests evidenced by this
Certificate, subject to the Partnership Agreement, and does hereby irrevocably
constitute and appoint          as its attorney-in-fact with full power of
substitution to transfer the same on the books of Suburban Propane Partners,
L.P.



Date:                          NOTE: The signature to any endorsement hereon
     ----------------------          must correspond with the name as written
                                     upon the face of this Certificate in every
                                     particular, without alteration, enlargement
                                     or change.

     SIGNATURE(S) MUST BE GUARANTEED BY A MEMBER FIRM OF THE NATIONAL
ASSOCIATION OF SECURITIES DEALERS, INC. OR BY A COMMERCIAL BANK OR TRUST
COMPANY.




                                                  ------------------------------
                                                            (SIGNATURE)

                                                  ------------------------------
                                                            (SIGNATURE)

                                                       SIGNATURE(S) GUARANTEED


     No transfer of the Common Units evidenced hereby will be registered on the
books of the Partnership, unless the Certificate evidencing the Common Units to
be transferred is surrendered for registration or transfer and an Application
for Transfer of Common Units has been executed by a transferee either (a) on
the form set forth below or (b) on a separate application that the Partnership
will furnish on request without charge. A transferor of the Common Units shall
have no duty to the transferee with respect to execution of the transfer
application in order for such transferee to obtain registration of the transfer
of the Common Units.


                                       59


                    APPLICATION FOR TRANSFER OF COMMON UNITS


     The undersigned (`Assignee') hereby applies for transfer to the name of
the Assignee of the Common Units evidenced hereby.


     The Assignee (a) requests admission as a Substituted Limited Partner and
agrees to comply with and be bound by, and hereby executes, the Third Amended
and Restated Agreement of Limited Partnership of Suburban Propane Partners,
L.P. (the `Partnership'), as amended, supplemented or restated to the date
hereof (the `Partnership Agreement'), (b) represents and warrants that the
Assignee has all right, power and authority and, if an individual, the capacity
necessary to enter into the Partnership Agreement, (c) appoints, the Chief
Executive Officer and the President of the Partnership and, if a Liquidator
shall be appointed, the Liquidator of the Partnership as the Assignee's
attorney-in-fact to execute, swear to, acknowledge and file any document,
including, without limitation, the Partnership Agreement and any amendment
thereto, and the Certificate of Limited Partnership of the Partnership and any
amendment thereto, necessary or appropriate for the Assignee's admission as a
Substituted Limited Partner and as a party to the Partnership Agreement, (d)
gives the power of attorney provided for in the Partnership Agreement, and (e)
makes the waivers and gives the consents and approvals contained in the
Partnership Agreement. Capitalized terms not defined herein have the meanings
assigned to such terms in the Partnership Agreement.





DATE:

- ------------------------------------------   -----------------------------
    SOCIAL SECURITY OR OTHER IDENTIFYING         SIGNATURE OF ASSIGNEE
                NUMBER OF ASSIGNEE

- ------------------------------------------   -----------------------------
            PURCHASE PRICE INCLUDING         NAME AND ADDRESS OF ASSIGNEE
               COMMISSIONS, IF ANY


Type of Entity (check one):


[ ] Individual                    [ ] Partnership                [ ] Corporation
[ ] Trust                         [ ] Other (specify)
                                                      ----------------

Nationality (check one):

[ ] U.S. Citizen, Resident or
    Domestic Entity

[ ] Foreign Corporation           [ ] Non-resident Alien

     If the U.S. Citizen, Resident or Domestic Entity box is checked, the
following certification must be completed.


                                       60


     Under Section 1445(e) of the Internal Revenue Code of 1986, as amended
(the `Code'), the partnership must withhold tax with respect to certain
transfers of property if a holder of an interest in the Partnership is a
foreign person. To inform the Partnership that no withholding is required with
respect to the undersigned interestholder's interest in it, the undersigned
hereby certifies the following (or, if applicable, certifies the following on
behalf of the interestholder).


Complete Either A or B:


A. Individual Interestholder


     1. I am not a non-resident alien for purposes of U.S. income taxation.


     2. My U.S. taxpayer identification number (Social Security Number) is



     3. My home address is


B. Partnership, Corporation or Other Interestholder


     1. _______________________________________________ is not a foreign

                      Name of Interestholder


   corporation, foreign partnership, foreign trust or foreign estate (as those
   terms are defined in the Code and Treasury Regulations).


     2. The interestholder's U.S. employer identification number is


     3. The interestholder's office address and place of incorporation (if
applicable) is


     The interestholder agrees to notify the Partnership within sixty (60) days
of the date the interestholder becomes a foreign person.


     The interestholder understands that this certificate may be disclosed to
the Internal Revenue Service by the Partnership and that any false statement
contained herein could be punishable by fine, imprisonment or both.


     Under penalties of perjury, I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct
and complete and, if applicable, I further declare that I have authority to
sign this document on behalf of


                          -----------------------------
                             NAME OF INTERESTHOLDER


                          -----------------------------
                               SIGNATURE AND DATE


                          -----------------------------
                              TITLE (IF APPLICABLE)


     Note: If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee holder or an agent of any of the foregoing, and is
holding for the account of any other person, this application should be
completed by an officer thereof or, in the case of a broker or dealer, by a
registered representative who is a member of a registered national securities
exchange or a member of the National Association of Securities Dealers, Inc.,
or, in the case of any other nominee holder, a person performing a similar
function. If the Assignee is a broker, dealer, bank, trust company, clearing
corporation, other nominee owner or an agent of any of the foregoing, the above
certification as to any person for whom the Assignee will hold the Common Units
shall be made to the best of the Assignee's knowledge.


                                       61

EX-5.1 3 file3.htm OPINION OF RICHARDS, LAYTON & FINGER, PA

Exhibit 5.1

RICHARDS, LAYTON & FINGER

A PROFESSIONAL ASSOCIATION

ONE RODNEY SQUARE
920 NORTH KING STREET
WILMINGTON, DELAWARE 19801
(302) 651-7700
FAX: (302) 651-7701
WWW.RLF.COM

October 19, 2006

Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
P.O. Box 206
Whippany, NJ 07981-0206

Re: Suburban Propane Partners, L.P.

Ladies and Gentlemen:

We have acted as special Delaware counsel for the Audit Committee of Suburban Propane Partners, L.P., a Delaware limited partnership (the ‘‘Partnership’’), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:


	(a)	The Certificate of Limited Partnership of the Partnership, dated December 18, 1995, as filed in the office of the Secretary of State of the State of Delaware (the ‘‘Secretary of State’’) on December 18, 1995;


	(b)	The Amended and Restated Certificate of Limited Partnership of the Partnership, dated May 26, 1999 (the ‘‘Partnership Certificate’’), as filed in the office of the Secretary of State on May 26, 1999;


	(c)	The Agreement of Limited Partnership of the Partnership, dated as of December 18, 1995, among Suburban Propane GP, Inc., as general partner, Quantum Chemical Corporation as the Organizational Limited Partner (as defined therein), and the other persons or entities who become partners in the Partnership or parties thereto as provided therein;


	(d)	The Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 4, 1996 (the ‘‘First Amended Partnership Agreement’’), among Suburban Propane GP, Inc., as general partner, Quantum Chemical Corporation as the Organizational Limited Partner (as defined therein), and the other persons or entities who become partners in the Partnership or parties thereto as provided therein;


	(e)	The Bill of Sale, Assignment and Assumption Agreement, dated as of May 26, 1999, between Suburban Propane GP, Inc., and Suburban Energy Services Group LLC;


	(f)	The Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 26, 1999, among Suburban Energy Services Group LLC, a Delaware limited liability company (the ‘‘General Partner’’), as general partner, and the Persons who are or become Partners in the Partnership or parties thereto as provided therein;


	(g)	The Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated October 19, 2006 (the ‘‘Partnership Agreement’’) among the General Partner and the Persons who are or become Partners in the Partnership or parties thereto as provided therein;


	(h)	The minutes of a special meeting of the Audit Committee of the Board of Supervisors of the Partnership, held on July 27, 2006;


	(i)	The minutes of a special meeting of the Board of Supervisors of the Partnership, held on July 27, 2006;


	(j)	A Certificate of the Secretary of the Partnership, dated as of October 19, 2006, as to certain matters;


	(k)	The Exchange Agreement, dated as of July 27, 2006 (the ‘‘Exchange Agreement’’), among the Partnership, Suburban Propane, L.P., and the General Partner, relating to the issuance by the Partnership to the General Partner of 2,300,000 Common Units (as defined in the Partnership Agreement) (each, a ‘‘Common Unit’’ and collectively, the ‘‘Common Units’’);


	(l)	The Distribution, Release and Lockup Agreement, dated as of July 27, 2006 (the ‘‘Distribution Agreement’’), among the General Partner, the holders of limited liability company interests in the General Partner who are signatories thereto (the ‘‘GP Holders’’), the holders of limited liability company interests in Suburban Energy Membership LLC who are signatories thereto (the ‘‘LLC 2 Holders’’, and collectively with the GP Holders, the ‘‘Common Unitholders’’), the Partnership and Suburban Propane, L.P., pursuant to which 2,299,216 of the Common Units (the ‘‘Registered Common Units’’) will be distributed to the Common Unitholders;


	(m)	The Registration Statement on Form S-3 pursuant to the Securities Act of 1933, as amended, to be filed on or about October 19, 2006 (the ‘‘Registration Statement’’), relating to the registration by the Partnership of the Registered Common Units; and


	(n)	A Certificate of Good Standing for the Partnership, dated September 19, 2006, obtained from the Secretary of State.

Capitalized terms used herein and not otherwise defined are used as defined in the Partnership Agreement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (n) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (n) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Partnership Agreement constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of partners to, and the formation, operation, management and termination of, the Partnership, (ii) that the Partnership Agreement, the Partnership Certificate, the Exchange Agreement and the Distribution Agreement are in full force and effect and have not have been amended, (iii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization

or formation, (iv) the legal capacity of natural persons who are signatories to the documents examined by us, (v) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (vi) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vii) the receipt by the General Partner in connection with the issuance of the Common Units by the Partnership, and by each Common Unitholder in connection with the distribution of the Registered Common Units pursuant to the Distribution Agreement, of a Certificate representing such Common Units and the exchange of consideration for the Common Units acquired by it, in accordance with the Partnership Agreement and the Exchange Agreement or the Distribution Agreement, (viii) that the books and records of the Partnership set forth all information required by the Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (the ‘‘Partnership Act’’), including all information with respect to the General Partner and the Common Unitholders and their contributions to the Partnership, and (ix) that the Common Units were issued to the General Partner and distributed to the Common Unitholders in accordance with the Partnership Agreement, the Exchange Agreement and the Distribution Agreement. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:


	1.	The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Partnership Act.


	2.	The Registered Common Units have been duly authorized and are validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable limited partner interests in the Partnership.


	3.	Assuming that the Common Unitholders, as limited partners of the Partnership, do not participate in the control of the business of the Partnership, the Common Unitholders, as limited partners of the Partnership, have no liability in excess of their obligations to make contributions to the Partnership, their obligations to make other payments provided for in the Partnership Agreement, and their share of the Partnership's assets and undistributed profits (subject to the obligation of a limited partner of the Partnership to repay any funds wrongfully distributed to it).

With respect to the opinions set forth in paragraphs 2 and 3 above, the term ‘‘Common Unitholders’’ does not include a Person acting in its capacity as a general partner of the Partnership.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading ‘‘Legal Matters’’ in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.

MVP/CMH

EX-8.1 4 file4.htm TAX OPINION OF WEIL, GOTSHAL & MANGES LLP

Exhibit 8.1

Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000

October 19, 2006

Suburban Propane Partners, L.P.

One Suburban Plaza
240 Route 10 West
Whippany, NJ 07981

Re: Tax Opinion

Ladies and Gentlemen:

We have acted as federal tax counsel to Suburban Propane Partners, L.P. (the ‘‘Partnership’’) in connection with the Partnership’s Registration Statement on Form S-3 (the ‘‘Registration Statement’’), relating to the registration of common units of the Partnership issued by the Partnership to the Partnership’s general partner (the ‘‘Common Units’’) in exchange for the cancellation of (i) incentive distribution rights in accordance with Section 5.8 of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the ‘‘Partnership Agreement’’) and (ii) the economic interests in the general partner interest it held in the Partnership and in Suburban Propane, L.P., the Partnership’s operating partnership subsidiary (the ‘‘Operating Partnership’’). Such Common Units may be offered for resale from time to time by certain unitholders. All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Statement.

In so acting, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, (ii) the Partnership Agreement, (iii) the Third Amended and Restated Agreement of Limited Partnership of the Partnership, (iv) the Second Amended and Restated Agreement of Limited Partnership of the Operating Partnership, (v) the Third Amended and Restated Agreement of Limited Partnership of the Operating Partnership, (vi) a certificate of an officer of the Partnership as to certain factual representations, and (vii) such agreements, documents and other instruments as we have deemed necessary or appropriate (the aforementioned documents together, the ‘‘Documents’’), and have made such inquiries of such officers and representatives of the Partnership and such other persons, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth. In such examination, we have assumed, without investigation, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, the genuineness of all signatures, the legal capacity of all natural persons, and the correctness of all factual representations made therein or otherwise made to us. We have further assumed that there are no agreements or understandings between or among the parties to the Documents with respect to the transactions contemplated therein other than those contained in the Documents.

Based on the foregoing, subject to the next paragraph and assuming full compliance with all the terms of the Documents, it is our opinion that, for federal income tax purposes (i) on the date hereof, the Partnership and the Operating Partnership will each constitute a partnership and not an association or publicly traded partnership taxable as a corporation, and (ii) all statements as to matters of law and legal conclusions contained in the Registration Statement under the caption ‘‘Tax Considerations For Unitholders,’’ except for the discussion under the caption ‘‘— State, Local and Other Tax Considerations’’ and except to the extent qualified therein and herein, are correct in all material respects and reflect our opinion as of the date hereof.

The foregoing opinion relates solely to federal income tax law and is based on current provisions of the Internal Revenue Code of 1986, as amended, the Treasury Regulations promulgated thereunder, published pronouncements of the Internal Revenue Service, and case law. Any rules set forth in any of the foregoing authorities may be changed at any time with retroactive effect. Further you should be aware that opinions of counsel are not binding on the Internal Revenue Service or the courts. We express no opinion either as to any matters not specifically covered by the foregoing opinion or as to the effect on the matters covered by this opinion of the laws of any other jurisdictions. Additionally, we undertake no obligation to update this opinion in the event there is either a change in the legal authorities, in the facts, or in the documents on which this opinion is based, or an inaccuracy in any of the representations or warranties upon which we have relied in rendering this opinion.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference of our firm under the caption ‘‘Legal Matters’’ in the Registration Statement.

Very truly yours,

/s/ Weil, Gotshal & Manges LLP

EX-23.1 5 file5.htm CONSENT OF INDEPENDENT ACCOUNTANTS

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated December 5, 2005 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Suburban Propane Partners, L.P.'s Annual Report on Form 10-K for the year ended September 24, 2005. We also consent to the reference to us under the heading ‘‘Experts’’ in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Florham Park, NJ
October 19, 2006

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-----END PRIVACY-ENHANCED MESSAGE-----


					Page
About this Prospectus					1
About Suburban Propane Partners, L.P.					2
Forward-Looking Statements					3
Summary of the Offering					4
Risk Factors					5
Use of Proceeds					13
Selling Unitholders					14
Plan of Distribution					17
Description of Common Units					20
Tax Considerations For Unitholders					22
Legal Matters					33
Experts					33
Where You Can Find Additional Information					33
Incorporation of Certain Documents By Reference					33