Blue Rhino Corp Sample Contracts

Blue Rhino Corp – LEASE (March 11th, 2004)

EXHIBIT 10.1 LEASE THIS LEASE is made between the Landlord and the Tenant named below effective as of the date that this Lease is last executed by Landlord and Tenant. BASIC LEASE TERMS AND INFORMATION LANDLORD: BR Partners Four, LLC, an Indiana limited liability company ADDRESS FOR MAIL AND DELIVERIES: c/o Lauth Property Group, 9777 North College Avenue, Indianapolis, Indiana 46280, Attention - President TELEPHONE: (317) 848-6500 FACSIMILE: (317) 848-6511 ELECTRONIC ADDRESS: www.lauthproperty.com TENANT: Platinum Propane of Florida, L.P., a Florida limited partnership. ADDRESS FOR MAIL AND DELIVERIES: 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104 Attention: Dave Slone Copy to: General Counsel TELEPHONE: (336) 659-6958 FACSIMILE: (336) 331-6958 ELECTRONIC ADDRESS: dslone@bluerhino.com PREMISES: The land more particularly described

Blue Rhino Corp – AND OPTION AGREEMENT (March 11th, 2004)

EXHIBIT 10.3 BLUE RHINO CORPORATION ID: 56-1870472 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM, NC 27104 NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT TIMOTHY E. SCRONCE 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM, NC USA 27104 Effective 12/16/2003, you have been granted a(n) Non-Qualified Stock Option to buy 50,000.00 shares of Blue Rhino Corporation (the Company) stock at $12.99000 per share. The total option price of the shares granted is $649,500.00. Shares in each period will become fully vested on the date shown. Shares Vest Type Full Vest Expiration 10,000.00 On Vest Date 12/16/2004 12/16/2013 10,000.00 On Vest Date 12/16/2005 12/16/2013 10,

Blue Rhino Corp – AND OPTION AGREEMENT (March 11th, 2004)

EXHIBIT 10.4 BLUE RHINO CORPORATION ID: 56-1870472 104 CAMBRIDGE PLAZA DRIVE WINSTON-SALEM, NC 27104 NOTICE OF GRANT OF STOCK OPTIONS AND OPTION AGREEMENT D. SCOTT COWARD 3760 BURBANK LANE WINSTON-SALEM, NC USA 27106 Effective 12/16/2003, you have been granted a(n) Non-Qualified Stock Option to buy 50,000.00 shares of Blue Rhino Corporation (the Company) stock at $12.99000 per share. The total option price of the shares granted is $649,500.00. Shares in each period will become fully vested on the date shown. Shares Vest Type Full Vest Expiration 10,000.00 On Vest Date 12/16/2004 12/16/2013 10,000.00 On Vest Date 12/16/2005 12/16/2013 10,000.00 On V

Blue Rhino Corp – GUARANTY (March 11th, 2004)

EXHIBIT 10.2 GUARANTY THIS GUARANTY, made this 30th day of January, 2004, by BLUE RHINO CORPORATION, a Delaware corporation ("Guarantor"), manager of PLATINUM PROPANE OF FLORIDA, LP, a Florida limited partnership, in favor of BR PARTNERS FOUR, LLC, an Indiana limited liability company ("Landlord"). RECITALS A. Landlord and PLATINUM PROPANE OF FLORIDA, LP, a Florida limited partnership ("Tenant") have entered into a lease agreement dated February 4, 2004 (the "Lease") wherein Tenant has leased real estate from Landlord located in Tavares, Florida. B. As partial consideration for the Lease, Landlord requires that Guarantor guarantee the full performance of the Lease to be kept and performed by Tenant, including the payment of all rentals and other charges to accrue thereunder. NOW, THEREFORE, Gu

Blue Rhino Corp – EMPLOYMENT AGREEMENT (February 9th, 2004)

EXHIBIT 99.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the or this "Agreement") is made and entered into on the 8th day of February, 2004, by and among FERRELLGAS, INC. ("FGI"), a corporation organized and existing under the laws of the State of Delaware; FERRELL COMPANIES, INC. ("FCI"), a corporation organized and existing under the laws of the state of Kansas, (FGI and FCI are each referred to in this Agreement individually as the "Company" or collectively as the "Companies," as the context so requires), and BILLY D. PRIM (the "Executive"), an individual residing at Winston-Salem, North Carolina. R E C I T A L S: FGI is a wholly-owned subsidiary of FCI. FGI serves as the general partner of Ferrellgas Partners, L.P., a Delaware limited partnership ("Ferrellgas Partners"), and Ferrellgas, L.P., a Delaware limit

Blue Rhino Corp – FERRELLGAS AND BLUE RHINO ANNOUNCE MERGER AGREEMENT (February 9th, 2004)

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACTS: Ferrellgas: Ryan VanWinkle, Investor Relations, 816-792-7998 Scott Brockelmeyer, Media Relations, 816-792-7837 Blue Rhino: Mark Castaneda, Chief Financial Officer, 336-659-6755 FERRELLGAS AND BLUE RHINO ANNOUNCE MERGER AGREEMENT BLUE RHINO TO BE ACQUIRED FOR $17 PER SHARE LIBERTY, MO AND WINSTON-SALEM, NC (February 9, 2004)--Ferrellgas Partners, L.P. (NYSE:FGP) and Blue Rhino Corporation (NASDAQ:RINO) announced today Ferrellgas will acquire substantially all of the assets of Blue Rhino from a subsidiary of Ferrell Companies, Inc., the parent company of its general partner, which has entered into a merger agreement to acquire all of the outstanding stock of Blue Rhino in an all-cash transaction. Terms of the merger agreement call for the payment of $17 in cash for each share of Blue Rhino stock ou

Blue Rhino Corp – VOTING AGREEMENT (February 9th, 2004)

EXHIBIT 99.10 VOTING AGREEMENT This Voting Agreement (this "Agreement") is dated as of February 8, 2004, by and among FCI Trading Corp., a Delaware corporation ("Parent"), and the undersigned stockholders of Blue Rhino Corporation (individually, a "Stockholder" and collectively, the "Stockholders"). W I T N E S S E T H: WHEREAS, the Parent is a party, along with other entities, to that certain Agreement and Plan of Merger dated as of the date hereof (the "Merger Agreement"), which provides, among other things, that a subsidiary of the Parent will merge with and into Blue Rhino Corporation (the "Company") with the Company continuing as the surviving corporation (the "Merger"); WHEREAS, as of the date hereof, each of the Stockholders is the record or beneficial owner of, and has the right, acting alone, to vote and dispose of,

Blue Rhino Corp – REGISTRATION RIGHTS AGREEMENT (February 9th, 2004)

EXHIBIT 99.7 FERRELLGAS PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made and entered into by and among Ferrellgas Partners, L. P., a Delaware limited partnership ("Company"), and the holder of Units (as defined herein) whose name appears on the signature pages of this Agreement. ARTICLE I DEFINITIONS Certain Definitions. As used in this Agreement: 1.1 The term "Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with the Company. As used in this definition, the term "control," including the correlative terms "controlling," "controlled by," and "under common control with," shall mean possession, directly or indirectly, of a majority of the o

Blue Rhino Corp – PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, (February 9th, 2004)

EXHIBIT 99.4 THE SECURITIES SUBJECT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED BY THE PURCHASER THEREOF, UNLESS SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THIS UNIT PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, L.P. AS IN EFFECT AT THE TIME OF SALE OR TRANSFER AND (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND A LEGAL OPINION STATING THAT SUCH EXEMPTION IS AVAILABLE HAS BEEN SUBMITTED TO FERRELLGAS PARTNERS, L.P. BY COUNSEL TO THE HOLDER OF SUCH SECURITIES, IN FORM AND SUBSTANCE ACCEPTABLE TO FERRELLGAS PARTNERS, L.P. IN ITS SOLE DISCRETION. UNIT PURCHASE AGREEMENT This Unit Purc

Blue Rhino Corp – REGISTRATION RIGHTS AGREEMENT (February 9th, 2004)

EXHIBIT 99.8 FERRELLGAS PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made and entered into by and among Ferrellgas Partners, L. P., a Delaware limited partnership ("Company"), and the holder of Units (as defined herein) whose name appears on the signature pages of this Agreement. ARTICLE I DEFINITIONS Certain Definitions. As used in this Agreement: 1.1 The term "Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with the Company. As used in this definition, the term "control," including the correlative terms "controlling," "controlled by," and "under common control with," shall mean possession, directly or indirectly, of a majority of the out

Blue Rhino Corp – AGREEMENT AND PLAN OF MERGER (February 9th, 2004)

EXHIBIT 2.1 EXECUTION COPY AGREEMENT AND PLAN OF MERGER BY AND AMONG FCI TRADING CORP., DIESEL ACQUISITION LLC, FERRELL COMPANIES, INC., AND BLUE RHINO CORPORATION FEBRUARY 8, 2004 TABLE OF CONTENTS PAGE ---- ARTICLE I THE

Blue Rhino Corp – PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, (February 9th, 2004)

EXHIBIT 99.5 THE SECURITIES SUBJECT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED BY THE PURCHASER THEREOF, UNLESS SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THIS UNIT PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, L.P. AS IN EFFECT AT THE TIME OF SALE OR TRANSFER AND (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND A LEGAL OPINION STATING THAT SUCH EXEMPTION IS AVAILABLE HAS BEEN SUBMITTED TO FERRELLGAS PARTNERS, L.P. BY COUNSEL TO THE HOLDER OF SUCH SECURITIES, IN FORM AND SUBSTANCE ACCEPTABLE TO FERRELLGAS PARTNERS, L.P. IN ITS SOLE DISCRETION. UNIT PURCHASE AGREEMENT This Unit Purchase

Blue Rhino Corp – PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, (February 9th, 2004)

EXHIBIT 99.3 THE SECURITIES SUBJECT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED BY THE PURCHASER THEREOF, UNLESS SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THIS UNIT PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, L.P. AS IN EFFECT AT THE TIME OF SALE OR TRANSFER AND (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND A LEGAL OPINION STATING THAT SUCH EXEMPTION IS AVAILABLE HAS BEEN SUBMITTED TO FERRELLGAS PARTNERS, L.P. BY COUNSEL TO THE HOLDER OF SUCH SECURITIES, IN FORM AND SUBSTANCE ACCEPTABLE TO FERRELLGAS PARTNERS, L.P. IN ITS SOLE DISCRETION. REAL PROPERTY CONTRIBUTION AGREEMENT This Real

Blue Rhino Corp – REGISTRATION RIGHTS AGREEMENT (February 9th, 2004)

EXHIBIT 99.9 FERRELLGAS PARTNERS, L.P. REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement ("Agreement") is made and entered into by and among Ferrellgas Partners, L. P., a Delaware limited partnership ("Company"), and the holder of Units (as defined herein) whose name appears on the signature pages of this Agreement. ARTICLE I DEFINITIONS Certain Definitions. As used in this Agreement: 1.1 The term "Affiliate" shall mean any person or entity directly or indirectly controlling, controlled by, or under common control with the Company. As used in this definition, the term "control," including the correlative terms "controlling," "controlled by," and "under common control with," shall mean possession, directly or indirectly, of a majority of the o

Blue Rhino Corp – PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, (February 9th, 2004)

EXHIBIT 99.6 THE SECURITIES SUBJECT TO THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED BY THE PURCHASER THEREOF, UNLESS SOLD OR OTHERWISE TRANSFERRED IN COMPLIANCE WITH THIS UNIT PURCHASE AGREEMENT, THE LIMITED PARTNERSHIP AGREEMENT OF FERRELLGAS PARTNERS, L.P. AS IN EFFECT AT THE TIME OF SALE OR TRANSFER AND (I) SUCH SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND ALL APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE AND A LEGAL OPINION STATING THAT SUCH EXEMPTION IS AVAILABLE HAS BEEN SUBMITTED TO FERRELLGAS PARTNERS, L.P. BY COUNSEL TO THE HOLDER OF SUCH SECURITIES, IN FORM AND SUBSTANCE ACCEPTABLE TO FERRELLGAS PARTNERS, L.P. IN ITS SOLE DISCRETION. UNIT PURCHASE AGREEMENT This Unit Purchase

Blue Rhino Corp – GUARANTY (December 10th, 2003)

THIS GUARANTY, made this 29th day of July, 2003, by BLUE RHINO CORPORATION, a Delaware corporation (“Guarantor”), manager of PLATINUM PROPANE OF LOS ANGELES, LLC, a California limited liability company, in favor of BR PARTNERS THREE, LLC, an Indiana limited liability company (“Landlord”).

Blue Rhino Corp – LEASE (December 10th, 2003)

THIS LEASE is made between the Landlord and the Tenant named below effective as of the date that this Lease is last executed by Landlord and Tenant.

Blue Rhino Corp – GUARANTY (October 21st, 2003)

EXHIBIT 10.39 GUARANTY THIS GUARANTY, made this 6th day of February, 2003, by BLUE RHINO CORPORATION, a Delaware corporation ("Guarantor"), manager of BUFFALO PROPANE, LLC, a Colorado limited liability company, in favor of BR PARTNERS ONE, LLC, an Indiana limited liability company ("Landlord"). RECITALS A. Landlord and BUFFALO PROPANE, LLC, a Colorado limited liability company ("Tenant") have entered into a lease agreement dated February 6, 2003 (the "Lease") wherein Tenant has leased real estate from Landlord located in Commerce City, Colorado. B. As partial consideration for the Lease, Landlord requires that Guarantor guarantee the full performance of the Lease to be kept and performed by Tenant, including the payment of all rentals and other charges to accrue thereunder. NOW, THEREFORE, Guar

Blue Rhino Corp – GUARANTY (October 21st, 2003)

EXHIBIT 10.41 GUARANTY THIS GUARANTY, made this 14th day of May, 2003, by BLUE RHINO CORPORATION, a Delaware corporation ("Guarantor"), manager of Platinum Propane of LOS ANGELES, LLC, a California limited liability company, in favor of BR PARTNERS THREE, LLC, an Indiana limited liability company ("Landlord"). RECITALS A. Landlord and Platinum Propane of LOS ANGELES, LLC, a California limited liability company ("Tenant") have entered into a lease agreement dated May 14, 2003 (the "Lease") wherein Tenant has leased real estate from Landlord located in Riverside, California. B. As partial consideration for the Lease, Landlord requires that Guarantor guarantee the full performance of the Lease to be kept and performed by Tenant, including the payment of all rentals and other charges to accrue thereunder.

Blue Rhino Corp – GUARANTY (October 21st, 2003)

EXHIBIT 10.37 GUARANTY THIS GUARANTY, made this 17th day of July, 2003, by BLUE RHINO CORPORATION, a Delaware corporation ("Guarantor"), manager of PLATINUM PROPANE OF CHICAGO, LLC, an Illinois limited liability company, in favor of BR PARTNERS TWO, LLC, an Indiana limited liability company ("Landlord"). RECITALS A. Landlord and PLATINUM PROPANE OF CHICAGO, LLC, an Illinois limited liability company ("Tenant") have entered into a lease agreement dated July 17, 2003 (the "Lease") wherein Tenant has leased real estate from Landlord located in Channahon, Illinois. B. As partial consideration for the Lease, Landlord requires that Guarantor guarantee the full performance of the Lease to be kept and performed by Tenant, including the payment of all rentals and other charges to accrue thereunder. NOW

Blue Rhino Corp – LEASE (October 21st, 2003)

EXHIBIT 10.38 LEASE THIS LEASE is made between the Landlord and the Tenant named below effective as of the date that this Lease is last executed by Landlord and Tenant. BASIC LEASE TERMS AND INFORMATION LANDLORD: BR Partners One, LLC, an Indiana limited liability company ADDRESS FOR MAIL AND DELIVERIES: c/o Lauth Property Group, 9777 North College Avenue, Indianapolis, Indiana 46280, Attention - President TELEPHONE: (317) 848-6500 FACSIMILE: (317) 848-6511 ELECTRONIC ADDRESS: www.lauthproperty.com TENANT: Buffalo Propane, LLC, a Colorado limited liability company. ADDRESS FOR MAIL AND DELIVERIES: 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104 TELEPHONE: (336) 659-6958 FACSIMILE: (336) 331-6958 ELECTRONIC ADDRESS: dslone@bluerhino.com PREMISES: The land more particularly described in EXHIBIT "A" attached hereto and all improvements lo

Blue Rhino Corp – LEASE (October 21st, 2003)

EXHIBIT 10.40 LEASE THIS LEASE is made between the Landlord and the Tenant named below effective as of the date that this Lease is last executed by Landlord and Tenant. BASIC LEASE TERMS AND INFORMATION LANDLORD: BR Partners Three, LLC, an Indiana limited liability company ADDRESS FOR MAIL AND DELIVERIES: c/o Lauth Property Group, 9777 North College Avenue, Indianapolis, Indiana 46280, Attention - President TELEPHONE: (317) 848-6500 FACSIMILE: (317) 848-6511 ELECTRONIC ADDRESS: www.lauthproperty.com TENANT: Platinum Propane of Los Angeles, LLC, a California limited liability company. ADDRESS FOR MAIL AND DELIVERIES: 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104 TELEPHONE: (336) 659-6958 FACSIMILE: (336) 331-6958 ELECTRONIC ADDRESS: dslone@bluerhino.com PREMISES: The land more particularly described in EXHIBIT "A" attached hereto. LEA

Blue Rhino Corp – LEASE (October 21st, 2003)

EXHIBIT 10.36 LEASE THIS LEASE is made between the Landlord and the Tenant named below effective as of the date that this Lease is last executed by Landlord and Tenant. BASIC LEASE TERMS AND INFORMATION LANDLORD: BR Partners Two, LLC, an Indiana limited liability company ADDRESS FOR MAIL AND DELIVERIES: c/o Lauth Property Group, 9777 North College Avenue, Indianapolis, Indiana 46280, Attention - President TELEPHONE: (317) 848-6500 FACSIMILE: (317) 848-6511 ELECTRONIC ADDRESS: www.lauthproperty.com TENANT: Platinum Propane of Chicago, LLC, an Illinois limited liability company. ADDRESS FOR MAIL AND DELIVERIES: 104 Cambridge Plaza Drive, Winston-Salem, North Carolina 27104 Attention: Dave Slone Copy to: General Counsel TELEPHONE: (336) 659-6958 FACSIMILE: (336) 331-6958 ELECTRONIC ADDRESS: dslone@bluerhino.com PREMISES: The land more particularly desc

Blue Rhino Corp – SECOND AMENDMENT TO CREDIT AGREEMENT (June 10th, 2003)

This SECOND AMENDMENT TO THE CREDIT AGREEMENT dated as of April 29, 2003 (the “Amendment”), is entered into by and among BLUE RHINO CORPORATION, a Delaware corporation (the “Borrower”), the Lenders referred to in the Credit Agreement referred to below (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the “Administrative Agent”).

Blue Rhino Corp – Plaintiff, ) RELEASE AND ) SETTLEMENT AGREEMENT (June 10th, 2003)

This Release and Settlement Agreement is made and entered into this 26th day of February, 2003 by and between Blue Rhino Corporation (“Blue Rhino”) and PricewaterhouseCoopers LLP (“PwC”) (collectively the “Parties”);

Blue Rhino Corp – REVOLVING CREDIT NOTE (March 17th, 2003)

EXHIBIT 4.1 REVOLVING CREDIT NOTE $11,250,000.00 November 20, 2002 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to BANK OF AMERICA, N.A. or registered assigns (the "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 20, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay

Blue Rhino Corp – AMENDED AND RESTATED STOCK OPTION PLAN (March 17th, 2003)

EXHIBIT 10.10 BLUE RHINO CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (AS AMENDED AND RESTATED THROUGH FEBRUARY 21, 2003) BLUE RHINO CORPORATION AMENDED AND RESTATED STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS (AS AMENDED AND RESTATED THROUGH FEBRUARY 21, 2003) This Amended and Restated Stock Option Plan for Non-Employee Directors amends and restates in its entirety as of February 21, 2003, that certain Stock Option Plan for Non-Employee Directors of Blue Rhino Corporation, which was originally effective on May 18, 1998 and previously amended and restated as of December 30, 1998, May 17, 2001 and October 31, 2001. SECTION 1. PURPOSE. The purpose of the Stock Option Plan for Non-

Blue Rhino Corp – REVOLVING CREDIT NOTE (March 17th, 2003)

EXHIBIT 4.3 REVOLVING CREDIT NOTE $7,500,000.00 November 20, 2002 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to RBC CENTURA BANK or registered assigns (the "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 20, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid

Blue Rhino Corp – INVESTMENT AGREEMENT (March 17th, 2003)

EXHIBIT 10.6 FIRST AMENDMENT TO INVESTMENT AGREEMENT THIS FIRST AMENDMENT TO INVESTMENT AGREEMENT (this "First Amendment") is made as of November 20, 2002 by and among: (i) Blue Rhino Corporation, a Delaware corporation (the "Company"), (ii) USA Leasing, L.L.C., a Delaware limited liability company, Rhino Services, L.L.C., a Delaware limited liability company, CPD Associates, Inc., a North Carolina corporation, Quickship, Inc., a Delaware corporation, Uniflame Corporation, a Delaware corporation, Blue Rhino Consumer Products, LLC, a Delaware limited liability company and Uniflame, LLC, a Delaware limited liability company (collectively with the Company, the "Borrowers"); and (iii) Allied Capital Corporation, a Maryland corporation ("Allied"). RECITALS: A. Allied invested the aggregate sum of Fifteen

Blue Rhino Corp – TERM NOTE (March 17th, 2003)

EXHIBIT 4.10 TERM NOTE $2,500,000.00 November 20, 2002 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to LASALLE BANK NATIONAL ASSOCIATION or registered assigns (the "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 20, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay inter

Blue Rhino Corp – FIRST AMENDMENT TO CREDIT AGREEMENT (March 17th, 2003)

EXHIBIT 10.1(b) CONFORMED COPY FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO THE CREDIT AGREEMENT dated as of February 25, 2003 (the "Amendment"), is entered into by and among BLUE RHINO CORPORATION, a Delaware corporation (the "Borrower"), the Lenders referred to in the Credit Agreement referred to below (the "Lenders") and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (the "Administrative Agent"). Statement of Purpose WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement dated as of November 20, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders have extended certain credit facilities to the Borrower;

Blue Rhino Corp – TERM NOTE (March 17th, 2003)

EXHIBIT 4.8 TERM NOTE $2,500,000.00 November 20, 2002 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to RBC CENTURA BANK or registered assigns (the "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 20, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid

Blue Rhino Corp – REVOLVING CREDIT NOTE (March 17th, 2003)

EXHIBIT 4.2 REVOLVING CREDIT NOTE $7,500,000.00 November 20, 2002 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to SUNTRUST BANK or registered assigns (the "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 20, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay interest on the unpaid pri

Blue Rhino Corp – PATENT SECURITY AGREEMENT (March 17th, 2003)

EXHIBIT 10.4 PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this "Agreement") is entered into as of November 20, 2002 by BLUE RHINO CORPORATION, a Delaware corporation, CPD ASSOCIATES, INC., a North Carolina corporation, and UNIFLAME CORPORATION, a Delaware corporation (collectively, the "Grantors"), in favor of BANK OF AMERICA, N.A., as Administrative Agent (the "Administrative Agent") under the Credit Agreement (as defined below) The Grantors own certain patent and patent applications, including those patents and patent applications listed on Schedule 1 annexed hereto, and are parties to the patent licenses listed on Schedule 2 annexed hereto; and Pursuant to the terms of the Collateral Agreement dated of even date herewith (as amended, restated, supplemented or otherwise

Blue Rhino Corp – REVOLVING CREDIT NOTE (March 17th, 2003)

EXHIBIT 4.4 REVOLVING CREDIT NOTE $11,250,000.00 November 20, 2002 FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to WACHOVIA BANK, NATIONAL ASSOCIATION or registered assigns (the "Lender"), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of November 20, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. The Borrower promises to pay inte