PURCHASE AND SALE AGREEMENT

By and Among

Suburban Propane, L.P.

And

Suburban Pipeline LLC

(Sellers)

And

Plains LPG Services, L.P.

(Buyer)

Covering the Acquisition of

The Assets Constituting the Tirzah, South Carolina Propane Storage Facility

and

Related Pipeline

(Acquired Assets)

September 17, 2007

TABLE OF CONTENTS

(Omitted)

i

Exhibits and Schedules

ii

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT (this “ Agreement ”) dated September 17, 2007 is by and among (i) Suburban Propane, L.P., a Delaware limited partnership (“ Suburban ”), and Suburban Pipeline LLC, a Delaware limited liability company (“ SPLLC ” and, together with Suburban, “ Sellers ” and each, individually, a “ Seller ”), and (ii) Plains LPG Services, L.P., a Delaware limited partnership (“ Buyer ”). Sellers and Buyer are sometimes referred to collectively herein as the “ Parties ” and individually as a “ Party .”

RECITALS

WHEREAS, Sellers own the Acquired Assets (herein defined), comprising the assets generally known as the Tirzah, South Carolina Propane Storage Facility and related pipeline, facilities and Contracts (herein defined);

WHEREAS, this Agreement contemplates a transaction in which Buyer will purchase, and Sellers will sell, all of the rights, title and interests in and to the Acquired Assets in return for the consideration specified herein; and

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

“ Acquired Assets ” means all rights, title and interest in the rights and assets comprising the Storage Facility and the Pipeline, including (i) the Acquired Real Property, the Acquired Machinery, Equipment, and other Personalty, the Acquired Inventory, the Line Fill, the Records, and other assets relating thereto, including those assets more particularly described on Schedule 4(a)(iii)-1 , Schedule 4(a)(iii)-2 , Schedule 4(a)(iii)-3 , Schedule 4(a)(iii)-5 and Schedule 4(k)-2 , but excluding those assets listed on Exhibit D ; and (ii) all rights, title and interest in, and obligations under, the Assumed Contracts to the extent arising, accruing or otherwise related to the period after the Closing Date. For the avoidance of doubt, only custody over, pursuant to the terms of the Assumed Propane Storage Contracts and the Propane Storage Agreement, as the case may be, and not title to nor ownership of, the Stored Inventory is being transferred by Suburban to Buyer hereunder.

“ Acquired Assets Employees ” has the meaning set forth in Section (a)(g) .

“ Acquired Fee Property ” has the meaning set forth in Section 4(a)(iii).

“ Acquired Inventory ” has the meaning set forth in Section 4(k) .

“ Acquired Leased Property ” has the meaning set forth in Section 4(a)(iii) .

“ Acquired Machinery, Equipment, and Other Personalty ” has the meaning set forth in Section 4(a)(iii).

“ Acquired Real Property ” has the meaning set forth in Section 4(a)(iii) .

“ Acquired Rights of Way ” has the meaning set forth in Section 4(a)(iii) .

“ Action ” means any action, appeal, audit, petition, plea, charge, complaint, claim, suit, demand, litigation, arbitration, mediation, hearing, inquiry, investigation or similar event, occurrence, or proceeding.

“ Adverse Consequences ” means all Actions, Orders, damages, dues, penalties, fines, costs, amounts paid in settlement, Liabilities, Obligations (including remediation Obligations arising under Environmental, Health, and Safety Requirements), Taxes, liens, losses (including any diminution in value), expenses and fees (including reasonable fees and expenses of outside attorneys, accountants and other professional advisors and of expert witnesses and other out-of pocket costs of investigation, preparation and litigation in connection with any Action or Threatened Action), but excluding (except as expressly provided in Section 8 ) punitive, exemplary, special, incidental, indirect or consequential damages.

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such first Person.

“ Agreement ” has the meaning set forth in the preface.

“Assignment” shall mean the Assignment(s) of the rights of way related to the Pipeline executed by SPLLC in favor of Buyer in the form of Exhibit G .

“ Assumed Contracts ” has the meaning set forth in Section 4(e) .

“ Assumed Liabilities ” means all Liabilities with respect to the Acquired Assets to the extent arising, accruing, or otherwise relating to the period after the Closing; provided, however, that Assumed Liabilities shall not include (i) any and all Liabilities of the Sellers for Taxes, except (A) for Taxes resulting from Buyer’s ownership and operation of the Acquired Assets after the Closing, and (B) as set forth in Section 9(a) , (ii) any and all Liabilities to or relating to employees of the Sellers (other than Liabilities relating to Buyer’s employment of any Acquired Assets Employees, or the subsequent termination of such employment, after the Closing Date), including any claims related to any termination of any such employee by a Seller, any claims for injury by any such employee while employed by a Seller, and any employee benefits Liabilities with respect to any such employee relating to employment of any such employee by a Seller, (iii) any and all Liabilities, whether arising before or after Closing, with respect to any Hazardous Material contamination in existence on the Closing Date, except for Liabilities relating to any post-Closing action but not inaction of Buyer with respect thereto, provided that Buyer will have a duty to mitigate damages, and (iv) any Liabilities for civil, criminal, or regulatory fines or penalties relating to any condition in existence on the Closing Date and/or any conduct by Sellers, whether prior to or after the Closing Date, except for Liabilities relating to any post-Closing action but not inaction of Buyer with respect thereto,

provided that Buyer will have a duty to mitigate damages. All Liabilities with respect to the Acquired Assets other than Assumed Liabilities shall be retained by the Sellers.

“ Assumed Propane Storage Contracts ” has the meaning set forth in Section 4(k) .

“ Base Purchase Price ” has the meaning set forth in Section 2(c) .

“ Best Efforts ” means the efforts, time and costs that a prudent Person desirous of achieving a result would reasonably use, expend, or incur in similar circumstances to ensure that such result is achieved reasonably expeditiously; provided , however , that no such use, expenditure, or incurrence will be required if it would have a material adverse effect on such Person.

“ Bill of Sale and Assignment ” means the Bill of Sale and Assignment among the Sellers and Buyer in the form of Exhibit A .

“ Business Day ” means a Day other than a Saturday or a Sunday or other day on which banks are authorized or required by Law to close in New York or Texas.

“ Buyer ” has the meaning set forth in the preface.

“ Buyer Indemnitees ” means, collectively, Buyer, its Affiliates, and its and each of their partners, officers (or Persons performing similar functions), directors (or Persons performing similar functions), employees, agents and representatives to the extent acting in such capacity.

“ Caverns ” means, collectively, the Operating Cavern and the Non-Operating Cavern.

“ Closing ” has the meaning set forth in Section 2(d) .

“ Closing Date ” has the meaning set forth in Section 2(d) .

“ Closing Date Statement ” means the statement executed by Buyer and Seller at Closing, reflecting the Base Purchase Price and any other estimated payments or credits to be made by or due any Party at the Closing pursuant to the terms of this Agreement, including estimated amounts for Purchase Price Decreases, and the prorated Taxes.

“ Code ” means the Internal Revenue Code of 1986, as amended, or any successor Law.

“ Contract ” means any contract, agreement, arrangement, commitment, letter of intent, memorandum of understanding, heads of agreement, promise, Obligation, right, instrument, document, or other similar understanding, whether written or oral.

“ Day ” means a day.

“ Deferred Revenue ” means the amount of any storage fees paid in advance under the Assumed Propane Storage Contracts and relating to periods after the Closing Date.

“ Deeds ” means the Limited Warranty Deeds executed by Sellers in favor of Buyer in the form of Exhibit E .

“ Employee Benefit and Compensation Plans ” will have the meaning set forth Section 4(l)(ii) .

“ Encumbrance ” means any mortgage; pledge; lien; encumbrance; charge; security interest; license; patent; oil, gas or mineral lease; or defect in title.

“ Environment ” means soil, land surface or subsurface strata, waters (including, ocean, stream, pond, reservoir, drainage, basin, wetland, ground and drinking water), sediments, ambient air (including indoor air), noise, plant life, animal life, and all other environmental media or natural resources.

“ Environmental, Health, and Safety Requirements ” shall mean any and all Laws and/or Orders, as amended, relating to the prevention of pollution, the protection of human health or the Environment, the restoration of environmental quality, or Release or remediation of Hazardous Substances now in effect or in effect on the Closing Date.

“ ERISA ” means the Employee Retirement and Income Security Act of 1974 as amended.

“ Governmental Authority ” means the United States or any agency thereof and any state, county, city or other political subdivision, agency, court or instrumentality.

“ Hazardous Substance ” means any chemicals, materials or substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “hazardous air pollutants,” “pollutants,” “contaminants,” “solid waste,” “toxic chemicals,” “toxics,” “hazardous chemicals,” “extremely hazardous substances” or “regulated substances” in or pursuant to any applicable Environmental, Health, and Safety Requirements.

“ Indemnified Party ” has the meaning set forth in Section 8(d) .

“ Indemnifying Party ” has the meaning set forth in Section 8(d) .

“ Knowledge ” means, in the case of Sellers, the actual knowledge, after due inquiry, of the employees of Suburban and its Affiliates listed on Schedule 1(a) hereto, and, in the case of Buyer, the actual knowledge, after due inquiry, of the employees of Buyer and its Affiliates listed on Schedule 1(b) hereto; provided , however , that Sellers shall each be deemed to have knowledge of all correspondence received by either Seller from a Governmental Authority identifying or alleging a failure to comply with Laws or asserting or alleging that either Seller has any Obligation.

“ Law ” means any statute, code, regulation, rule, ordinance, injunction, judgment, award, Order, decree, ruling, determination, charge, or other restriction of any Governmental Authority.

“ Liability ” means any liability or Obligation, whether known or unknown, asserted or unasserted, absolute or contingent, matured or unmatured, conditional or unconditional, latent or patent, accrued or unaccrued, liquidated or unliquidated, or due or to become due, and regardless of whether the same has been reduced to judgment or compelled or otherwise encompassed within a court order.

“ Line Fill ” means the amount of propane needed to be maintained in the Pipeline for proper operation (approximately 12,000 barrels or 504,000 gallons).

“ Material Adverse Effect ” means any change or effect relating to the Acquired Assets or their ownership or operation (financial or otherwise) that, individually or in the aggregate with other changes or effects, is materially adverse to the Acquired Assets or their ownership or operation (financial or otherwise).

“ Non-Competition Agreement ” means the Non-Competition Agreement to be entered into Suburban and the Buyer as of the Closing Date and in the form of Exhibit F .

“ Non-Operating Cavern ” means the granite propane storage cavern with an approximate storage capacity of 15 million gallons included in the Acquired Assets.

“ Obligations ” means duties, liabilities and obligations, whether vested, absolute or contingent, known or unknown, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, due or to become due, and whether contractual, statutory or otherwise, and regardless of whether the same has been reduced to judgment or compelled or otherwise encompassed within a court order.

“ Operating Cavern ” means the granite propane storage cavern with an approximate storage capacity of 57.5 million gallons included in the Acquired Assets.

“ Order ” means any order, ruling, decision, verdict, charge, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction, or other similar determination or finding by, before, or under the supervision of any Governmental Authority, or of any arbitrator in a legally binding arbitration, which has become final and nonappealable.

“ Ordinary Course of Business ” means the ordinary course of business of owning, operating, and maintaining the Acquired Assets consistent with the applicable Person’s past custom and practice (including with respect to quantity and frequency).

“ Organizational Documents ” means the articles of incorporation, certificate of incorporation, charter, bylaws, articles or certificate of formation, regulations, operating agreement, certificate of limited partnership, partnership agreement, and all other similar documents, instruments or certificates executed, adopted, or filed in connection with the creation, formation, or organization of a Person, including any amendments thereto.

“ Party ” and “ Parties ” have the meanings set forth in the preface.

“ Permit ” means any permit, license, certificate, approval, consent, notice, waiver, franchise, registration, filing, accreditation, or other similar authorization required by any Law or Governmental Authority.

“ Permitted Encumbrances ” means any of the following: (i) any liens for Taxes and assessments not yet delinquent or, if delinquent, that are being contested in good faith in the Ordinary Course of Business, through appropriate proceedings; (ii) mechanic’s, materialmen’s and similar liens which secure amounts that, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto as it is currently being used or materially interfere with the ordinary conduct of the business; (iii) any liens or other Encumbrances created pursuant to operating, or similar agreements, to the extent the same relate to expenses incurred in the Ordinary Course of Business and which are not yet due; and (iv) those items listed on Schedule 1(c) incurred in the Ordinary Course of Business which, in the aggregate, are not substantial in amount and which do not in any case materially detract from the value of the property subject thereto as it is currently being used or materially interfere with the ordinary conduct of the business; provided , however , that the inclusion of any encumbrance within the scope of Permitted Encumbrances shall not result in Buyer’s assuming or becoming responsible for the discharge of any Obligation secured thereby. Seller shall discharge any lien constituting security for the payment of monetary obligations at or promptly after Closing.

“ Person ” means an individual or entity, including any partnership, corporation, association, joint stock company, trust, joint venture, limited liability company, unincorporated organization, or Governmental Authority (or any department, agency or political subdivision thereof).

“ Pipeline ” means the 62.5 mile long propane pipeline owned by SPLLC that originates at an interconnection with Dixie Pipeline known as LP-1 near Bethune, South Carolina, and terminates at the Caverns, and all other tangible personal property and fixtures used or held for use by Sellers in connection therewith.

“ Propane Storage Agreement ” means that certain Propane Storage Agreement to be entered into between Suburban and Buyer as of the Closing Date and in the form of Exhibit B .

“ Purchase Price ” has the meaning set forth in Section 2(c) .

“ Purchase Price Decreases ” means the amount, if any, of all Deferred Revenue related to the Acquired Assets as of the Closing Date.

“ Railroad Siding ” means that currently non-operational rail rack and siding on the Acquired Real Property, in proximity to the Caverns.

“ Records ” has the meaning set forth in Section 6(e) .

“ Release ” means any depositing, spilling, leaking, pumping, pouring, placing, emitting, discharging, migrating, injecting, escaping, leaching, dumping, disposing or other release of a Hazardous Substance into the Environment.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Sellers ” has the meaning set forth in the preface.

“ Seller Indemnitees ” means, collectively, each Seller, its Affiliates, and its and each of their respective partners, officers (or Persons performing similar functions), directors (or Persons performing similar functions), employees, agents and representatives to the extent acting in such capacity.

“ SPLLC ” has the meaning set forth in the preface.

“ Storage Facility ” means the facility generally known as the Tirzah, South Carolina, Propane Storage Facility, including the Caverns, the Railroad Siding, and all other tangible personal property and fixtures used or held for use by Sellers in connection therewith, including above-ground propane storage tanks.

“ Stored Inventory ” has the meaning set forth in Section 4(k) .

“ Seller Stored Inventory ” has the meaning set forth in Section 4(k) .

“ Suburban ” has the meaning set forth in the preface.

“ Survival Period ” has the meaning set forth in Section 8(a) .

“ Tax ” or “ Taxes ” means any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code Section 59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar excises), unemployment, disability, ad valorem, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty or addition thereto, whether disputed or not.

“ Tax Records ” means all Tax Returns and Tax-related work papers relating to the Acquired Assets. For the avoidance of doubt, because SPLLC is a disregarded entity for Tax purposes, it does not file separate income Tax returns.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Party Claim ” has the meaning set forth in Section 8(d) .

“ Threatened ” means a demand or statement has been made (orally or in writing) or a notice has been given (orally or in writing), or any other event has occurred or any other circumstances exist that would lead a prudent person to conclude that a cause of Action or other matter is likely to be asserted, commenced, taken, or otherwise initiated.

“ Transaction Documents ” has the meaning set forth in Section 2(e) .

“ Transition Services Agreement ” means the Transition Services Agreement between Suburban and Buyer in the form of
Exhibit C .

Subject to the terms and conditions of this Agreement, Sellers agree to sell to Buyer, and Buyer agrees to purchase from Sellers, all of the rights, title and interest in and to the Acquired Assets.

On and subject to the terms and conditions of this Agreement, Buyer expressly agrees to assume at the Closing and become liable and responsible for the performance and discharge at and after the Closing of the Assumed Liabilities. Buyer will not assume or have any responsibility with respect to, and Sellers expressly agree to retain and continue to be liable and responsible for the performance and discharge at and after the Closing of, any other Obligations of either Seller other than the Assumed Liabilities, including all Liabilities with respect to the Acquired Assets to the extent arising, accruing, or otherwise relating to the period prior to the Closing.

In consideration for the sale of the Acquired Assets, Buyer will pay to Suburban fifty-five million dollars and no/cents ($55,000,000.00) (the “ Base Purchase Price ”) as adjusted in the Closing Date Statement in the manner and on the terms set forth herein, and as adjusted after Closing in accordance with Section 9(a) (as so adjusted, the “ Purchase Price ”).

The closing of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Suburban, commencing at 9:00 a.m. local time on a Business Day, mutually determined by Suburban and Buyer, not later than the 10 ^th Business Day (or, if Suburban and Buyer do not make such mutual determination, on such 10 ^th Business Day) following the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated hereby (other than conditions with respect to actions each Party will take at the Closing itself), or such other date as Buyer and Suburban may mutually determine (the “ Closing Date ”).

(i) Sellers’ Deliveries at the Closing . At the Closing, the applicable Seller(s) will deliver to Buyer:

(A) the certificates referred to in Section 7(a)(iv) ;

(B) certificates signed by each Seller under penalties of perjury (i) stating that such Seller is not a foreign corporation, foreign partnership, foreign trust or foreign estate, (ii) providing its U.S. Employer Identification Numbers, and (iii) providing its address, all pursuant to Section 1445 of the Code;

(C) the Deeds;

(D) the Assignment;

(E) certificates of title for all vehicles and other items of Machinery, Equipment, and Personalty with certificated titles together with the proper endorsements and/or completed and executed transfer forms;

(F) the Closing Date Statement; and

(G) Schedule 4(m)-2 .

(ii) Buyer’s Deliveries at Closing . At the Closing, Buyer will deliver to Sellers:

(A) the certificates referred to in Section 7(b)(iv) ;

(B) the Closing Date Statement; and

(C) by wire transfer of immediately available funds, the Base Purchase Price as adjusted in the Closing Date Statement.

(iii) Mutual Deliveries . At the Closing, the applicable Seller(s) and Buyer will execute and deliver to each other

(A) the Propane Storage Agreement;

(B) the Bill of Sale and Assignment;

(C) the Transition Services Agreement; and

(D) the Non-Competition Agreement

(all such documents, certificates, agreements and instruments delivered pursuant to this Section 2(e) , and any other agreements, documents, certificates or instruments that either Seller or Buyer may execute in connection with the transactions contemplated hereby and thereby, collectively, the “ Transaction Documents ”).

Buyer will use its commercially reasonable efforts to remove Sellers’ name and logo from the Acquired Assets no later than 60 Days following the Closing Date, and will, in any event, remove Sellers’ name and logo from the Acquired Assets no later than 120 Days following the Closing Date, at Buyer’s sole cost and expense.

Buyer will be permitted, but will not be required to extend offers of employment, conditioned upon a successful consummation of the Closing, to the employees of either Seller who, as of the Closing Date, are working primarily at the Acquired Assets (the “ Acquired Assets Employees ”). It is Buyer’s intent to hire all of the Acquired Assets Employees, on terms no less favorable to those employees than those offered to similarly situated employees of Buyer or Buyer’s Affiliate. Sellers shall be solely responsible for all severance and termination related benefits, if any, with respect to the Acquired Assets Employees resulting from the cessation or termination of employment with either Seller.

On the Closing Date, Sellers and Buyer shall jointly ascertain the propane volumes stored at the Storage Facility and the Pipeline in accordance with the procedures set forth in Schedule 2(h) . Suburban and Buyer shall cooperate in good faith and use all reasonable efforts to agree on, complete, and execute a custody transfer receipt substantially in the form of Exhibit H to be executed by Suburban and Buyer with respect to the Stored Inventory.

All monies, proceeds, receipts, credits and income attributable to the Acquired Assets (i) for all periods of time from and after the Closing Date, shall be the sole property and entitlement of Buyer, and, to the extent received by either Seller, shall be promptly accounted for and transmitted to Buyer, and (ii) for all periods of time prior to the Closing Date, shall be the sole property and entitlement of Sellers and, to the extent received by Buyer, shall be promptly accounted for and transmitted to Suburban. In addition, subject to the terms of this Agreement, all invoices, costs, expenses, disbursements and payables attributable to the Acquired Assets, (I) for all periods of time from and after the Closing Date shall be the sole obligation of Buyer, and Buyer shall promptly pay, or if paid by a Seller, promptly reimburse Suburban for same, and (II) for all periods of time prior to the Closing Date, shall be the sole obligation of Sellers, and Sellers shall promptly pay, or if paid by Buyer, promptly reimburse Buyer for same.

Each Seller hereby represents and warrants to Buyer as follows:

(i) Organization and Good Standing . Each Seller is duly organized, validly existing, and in good standing under the Laws of the state of Delaware and has all requisite power and authority to carry out its business relating to the Storage Facility and the Pipeline as now being conducted and to own its assets relating to the Storage Facility and the Pipeline. There is no pending or, to Sellers’ Knowledge, Threatened Action for the dissolution, liquidation, insolvency or rehabilitation of either Seller. Each Seller is qualified to do business in and is in good standing under the Laws of the State of South Carolina.

(ii) Authorization of Transaction . Each Seller has full power and authority to execute and deliver the Transaction Documents to which such Seller is a party and to perform its Obligations thereunder. The execution, delivery and performance by Sellers of this Agreement and the other Transaction Documents at Closing have been duly authorized by all requisite action on the part of each Seller. This Agreement has been, and each of the Transaction Documents will be as of the Closing Date, duly executed and delivered by each Seller party thereto. Each Transaction Document constitutes, or when executed will constitute, the valid and legally binding Obligation of each Seller, enforceable against such Seller in accordance with its terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Neither Seller needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any other Person in order to consummate the transactions contemplated by the Transaction Documents other than those notices, filings, authorizations, consents, or approvals that may be required with respect to the Permits as listed on Schedules 4(f) and  4(h)(ii) .

(iii) Noncontravention . Neither the execution and delivery of the Transaction Documents nor the consummation of the transactions contemplated thereby will (A) violate any Law, Order, Permit or other restriction of any Governmental Authority to which either Seller or any of the Acquired Assets is subject or any provision of the Organizational Documents of either Seller, (B) except as set forth in Schedule 4(e) , conflict with, result in a breach of, constitute a default under, result in the acceleration of any Obligation under, create in any Person the right to accelerate any Obligation under, terminate, modify, or cancel, require any notice, approval or consent, or trigger any rights to payment or other compensation under any Contract, lease, license, instrument, or other arrangement to which either Seller is a party or by which it or any of the Acquired Assets is bound or to which any of the Acquired Assets is subject or which constitutes part of the Acquired Assets (or result in the imposition of any Encumbrance, other than a Permitted Encumbrance, upon any of the Acquired

Assets), or (C) subject any of the Acquired Assets to a Tax, except for such violations, defaults, breaches, or other occurrences described in clauses (A), (B) or (C) above that do not, individually or in the aggregate, have a material adverse effect on the ability of Sellers to consummate the transactions contemplated by the Transaction Documents.

(iv) Brokers’ Fees . Neither Seller has any Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by the Transaction Documents for which Buyer or any of its Affiliates could become liable or obligated.

(v) Litigation . As of the date hereof, there is no Action pending or, to Sellers’ Knowledge, Threatened, against either Seller before any Governmental Authority and relating to the Acquired Assets or Sellers’ ownership and operation of the Acquired Assets that could materially and adversely affect the ability of Sellers to consummate the transactions contemplated by the Transaction Documents.

(vi) Tariffs . SPLLC’s current tariff filing heretofore made by SPLLC with the Federal Energy Regulatory Commission for transportation of propane on the Pipeline was, made in material compliance with applicable Laws, and the factual information contained therein was true and correct in all material respects as of the respective dates of such filings. The right of SPLLC to receive payment pursuant to any tariff, rate schedule or similar instrument subject to the jurisdiction of any Governmental Authority has not been suspended, and SPLLC has not received written notification questioning the validity of any such tariff, rate schedule or similar instrument that is material to the operations of the Pipeline from any Governmental Authority or customer.

Buyer hereby represents and warrants to Sellers as follows:

(i) Organization of Buyer . Buyer is duly organized, validly existing, and in good standing under the Laws of the state of Delaware and has all requisite power and authority to carry out its business as now being conducted and to own its assets. There is no pending or, to Buyer’s Knowledge, Threatened Action for the dissolution, liquidation, insolvency or rehabilitation of Buyer.

(ii) Authorization of Transaction . Buyer has full power and authority to execute and deliver the Transaction Documents to which Buyer is a party, and to perform its Obligations thereunder. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents at Closing have been duly authorized by all requisite action on the part of Buyer. This Agreement has been, and each of the Transaction Documents to which Buyer is a party will be as of the Closing Date, duly executed and delivered by Buyer. Each Transaction Document constitutes, or when executed will constitute, the valid and

legally binding Obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions, subject, however, to the effects of bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally, and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Buyer does not need to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any Governmental Authority or any other Person prior to the Closing in order to consummate the transactions contemplated by the Transaction Documents other than those notices, filings, authorizations, consents or approvals that may be required with respect to the Permits as listed on Schedules 4(f) and 4(h)(ii) .

(iii) Noncontravention . Neither the execution and delivery of the Transaction Documents, nor the consummation of the transactions contemplated thereby, will (A) violate any Law, Order, Permit or other restriction of any Governmental Authority to which Buyer is subject or any provision of its Organizational Documents, or (B) conflict with, result in a breach of, constitute a default under, result in the acceleration of any Obligation under, create in any Person the right to accelerate any Obligation under, terminate, modify, or cancel, require any notice, approval or consent, or trigger any rights to payment or other compensation under any Contract, lease, license, instrument, or other arrangement to which Buyer is a party or by which it or any of its assets is bound, except for such violations, defaults, breaches, or other occurrences described in clauses (A), or (B) above that do not, individually or in the aggregate, have a material adverse effect on the ability of Buyer to consummate the transactions contemplated by the Transaction Documents.

(iv) Brokers’ Fees . Buyer has no Liability to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by the Transaction Documents for which either Seller or any of its Affiliates could become liable or obligated.

(v) Buyer’s Investigation . Buyer has undertaken such investigation and has been provided with such access to the Acquired Assets and such documents as it believes to be reasonably necessary to enable it to make an informed decision with respect to its entering into this Agreement. The representation contained in this Section 3(b)(v) will not in any way alter or modify the representations, warranties, covenants and obligations of Sellers hereunder.

Sellers hereby represent and warrant to Buyer as follows:

(i) Suburban has good and marketable title to all of the Acquired Assets (other than the Pipeline and the Stored Inventory, other than the Seller Stored Inventory), and SPLLC has good and marketable title to the Pipeline, free and clear of all Encumbrances, except as set forth in Schedule 4(a)(iii)-4 and for Permitted Encumbrances. The Acquired Assets include all material assets necessary to permit Buyer to conduct the business involving the Storage Facility and the Pipeline, as such business is presently conducted by Sellers.

(ii) The Acquired Assets, other than the Non-Operating Cavern and the Railroad Siding, are in good operating condition and repair (normal wear and tear excepted), are free from material defects (patent and latent), and are not in need of material maintenance or repairs except for ordinary routine maintenance and repairs; provided , however , that nothing in this Section 4(a)(ii) will be construed to mean that the Acquired Assets are in compliance with Buyer’s internal standards and requirements for the operating condition and state of repair of assets like the Acquired Assets.

(iii) Schedule 4(a)(iii)-1 contains an accurate and complete list of all of the real property owned by either Seller in fee on, in, or under which the Storage Facility or the Pipeline or any part thereof is located (such real property being the “ Acquired Fee Property ”). Schedule 4(a)(iii)-2 contains an accurate and complete list of the real property held by either Seller as lessee under a lease on, in, or under which the Storage Facility or the Pipeline or any part thereof is located (the “ Acquired Leased Property ”). Schedule 4(a)(iii)-3 contains an accurate and complete list of all easements, rights-of-way, licenses, permits and other Contracts and instruments granting either Seller rights to properties on, in, or under which the Storage Facility or the Pipeline or any part thereof is located (the “ Acquired Rights of Way ” and, together with the Acquired Fee Property and the Acquired Leased Property, the “ Acquired Real Property ”). The Storage Facility (including the Caverns) and the Pipeline are entirely located within the boundaries of the Acquired Real Property. Except as set forth on Schedule 4(a)(iii)-4 , Sellers have (I) good and marketable title to the Acquired Fee Property and Acquired Rights of Way, and (II) the right of use and occupancy of the Acquired Leased Property for the duration, and pursuant to the terms, of the applicable lease, in either case, free and clear of all Encumbrances, except the Permitted Encumbrances. Sellers have provided Buyer with accurate and complete copies of all deeds, leases, easements, rights of way, licenses, permits, and other Contracts under which either Seller holds any Acquired Real Property and of all title reports, title policies and surveys that have been obtained with respect to the Acquired Real Property. Except as set forth on Schedule 4(a)(iii)-2 or -3 , all of such leases, easements, rights-of-way, licenses, permits, Contracts and other instruments included on Schedule 4(a)(iii)-2 or -3 are enforceable against Sellers. Except as set forth on Schedule 4(a)(iii)-2 or -3 , to Sellers’ Knowledge, (A) neither Seller is in default under any of the leases, easements, rights-of-way, licenses, permits, Contracts and other instruments included on Schedule 4(a)(iii)-2 or -3 (B) the applicable counterparties (and their successors) are not in default thereunder, and (C) such leases, easements, rights of way, licenses, permits,

contracts and other instruments are enforceable against such counterparties. Sellers have good and valid rights of ingress to and egress from the Acquired Real Property. Schedule 4(a)(iii)-5 contains a complete and accurate list of all material items of machinery, equipment (including all vehicles), and other items of tan