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THIRD AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
SUBURBAN PROPANE PARTNERS,
L.P.
as further amended as of July
31, 2007
THIS THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF SUBURBAN PROPANE PARTNERS, L.P.
dated as of October 19, 2006 , and amended as of July 31,
2007 (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 were exchanged for 2,300,000
Common Units; and
WHEREAS, the Exchange Agreement and
this Partnership Agreement have been were
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 , the Board of Supervisors had, and pursuant to
Section 13.1 of 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, and the Board of Supervisors exercised
this
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